Key Clarification to BSE

  • The Company acquired control over its subsidiary effective 1st October 2025
  • Consolidated financial statements were prepared by consolidating subsidiary financial information from 1st October 2025 to 31st March 2026
  • Pursuant to BSE observation, only the column heading in the Consolidated Statement of Profit and Loss was revised to reflect "period ended 31st March 2026" instead of "period from 1st October 2025 to 31st March 2026"
  • No changes were made to figures, notes, disclosures, or any other part of the Consolidated Financial Results
  • Standalone Financial Results submitted on 25th May 2026 remain unchanged

Auditor's Opinion

  • Independent Auditor SBMG & Co. LLP issued an unmodified opinion on the Consolidated Financial Statements
  • Audit conducted in accordance with Standards on Auditing specified under Section 143(10) of Companies Act, 2013
  • Financial statements give true and fair view in conformity with Accounting Standards prescribed under Section 133 of the Act

Emphasis of Matter Points

Subsidiary and Associate Accounting

  • Consolidated Financial Statements prepared based on provisional/unaudited financial statements of Suvarna Enterprise (Subsidiary) and Suvarna Spinning Private Limited (Associate)
  • Sunrise Efficient Marketing initially entered partnership with Suvarna Enterprise on 21 April 2025 with 55% profit-sharing ratio but without control
  • Supplementary partnership deed executed on 18 November 2025 vested control with retrospective effect from 1st October 2025
  • Goodwill of ₹106.15 lakh and Non-Controlling Interest of (₹151.65 lakh) recognized on consolidation
  • Investment in Suvarna Spinning Private Limited: Acquired 3,000 equity shares (face value ₹10 each) aggregating ₹30,000 on 14 February 2026, resulting in 30% holding
  • Associate incurred net loss of ₹8,43,720.08, with proportionate share of ₹2,53,116.02 attributable to holding company
  • Recognized share of loss limited to carrying amount of investment (₹30,000), reducing carrying value to NIL
  • Unrecognized share of loss: ₹2,23,116.02

Preferential Warrant Allotment and Conversion

  • Special resolution passed by members on 20th December 2024 under SEBI (ICDR) Regulations 2018
  • Board approved allotment of 51,38,000 convertible warrants at issue price of ₹106 each on preferential basis on 15th January 2025
  • Received 25% upfront subscription money of ₹13,61,57,000
  • During FY 2025-26, 41,60,000 warrants converted into equity shares in three phases:
  • 10th April 2025: 6,65,000 warrants converted
  • 27th May 2025: 33,48,000 warrants converted
  • 10th June 2025: 1,47,000 warrants converted
  • Received balance 75% subscription money against converted warrants
  • As at 31st March 2026: 9,78,000 convertible warrants outstanding
  • Upfront amount against outstanding warrants: ₹349.40 lakh disclosed under "Money Received Against Share Warrants"

Reliance on Other Work

  • Relied on internal audit work by M/s. Rachna Patel & Associates (internal audit report issued 6th May 2026)
  • Relied on actuarial valuation report by Kapadia Global Actuaries (dated 12th May 2026) for gratuity liability determination
  • Current portion of gratuity disclosed under "Short Term Provisions", balance under "Long Term Provisions"

Loans and Advances

  • Short-term loans and advances to various entities: ₹16,16,21,031 outstanding as at 31st March 2026
  • Interest charged in accordance with Companies Act 2013
  • For Kothari Syntex Mills and Pramukh Organisers LLP: Only interest amounts outstanding since beginning of year, no additional interest charged on outstanding interest balances
  • Short-term funds provided to directors for business development: Unutilized amounts returned, cheques aggregating ₹8,50,000 pending clearance
  • Advance to enterprise where director has substantial interest: ₹40,22,163 returned via cheque on 31st March 2026 but pending clearance
  • Loan of ₹10,00,000 to Moduco Private Limited on 2nd September 2025 converted to equity on 22nd January 2026 (8 equity shares of face value ₹10 each, 0.08% holding)

Inventory Management

  • No item-wise quantitative records maintained
  • Valuation and quantity based on physical verification and management certification
  • Monthly physical verification and valuation for bank stock statements
  • No independent third-party valuation conducted
  • Difference of ₹75 lakh between stock value reported to bank (₹2,575.26 lakh) and books (₹2,500.26 lakh)
  • Difference attributed to:
  • Bank reporting at estimated sales value/market realizable value vs. books at cost
  • Delayed recording of purchase invoices affecting book value

Statutory Dues

  • Professional Tax payable as at 31st March 2025: ₹4,28,504
  • Only ₹7,871 paid up to audit report date
  • Professional Tax deducted during FY 2025-26: ₹1,98,871 remained unpaid

Employee Advances

  • Advances to employees: ₹45,61,807
  • ₹3,08,147 pertains to employees who resigned/left during earlier periods, still outstanding

Financial Highlights (Consolidated)

Balance Sheet as at 31st March 2026

  • Share Capital: ₹1,916.00 lakh
  • Non-Controlling Interest: (₹151.65 lakh)
  • Reserves and Surplus: ₹8,492.95 lakh
  • Money received against share warrants: ₹349.40 lakh
  • Long Term Provisions: ₹31.91 lakh
  • Short-Term Borrowings: ₹299.39 lakh
  • Trade Payables: ₹118.02 lakh (MSME: ₹102.03 lakh, Others: ₹15.99 lakh)
  • Short-Term Provisions: ₹393.38 lakh
  • Other Current Liabilities: ₹37.66 lakh
  • Total Equity and Liabilities: ₹11,487.07 lakh

Assets

  • Property, Plant & Equipment: ₹87.25 lakh
  • Intangible Assets under Development: ₹37.51 lakh
  • Goodwill: ₹106.15 lakh
  • Non-current Investments: ₹11.08 lakh
  • Deferred Tax Asset: ₹15.93 lakh
  • Other Non-current Assets: ₹42.92 lakh
  • Current Investments: ₹121.00 lakh
  • Inventories: ₹2,566.03 lakh
  • Trade Receivables: ₹5,938.15 lakh
  • Cash and Cash Equivalents: ₹542.69 lakh
  • Short-Term Loans and Advances: ₹2,018.36 lakh
  • Total Assets: ₹11,487.07 lakh

Profit and Loss for Year Ended 31st March 2026

  • Total Expenses: ₹16,211.02 lakh
  • Profit before tax: ₹1,320.75 lakh
  • Tax Expense: Current tax ₹338.80 lakh, Deferred tax (₹3.00 lakh)
  • Profit from continuing operations: ₹984.96 lakh
  • Earnings Per Share: Basic ₹5.30, Diluted ₹5.08

Cash Flow Statement

  • Net Profit as per Profit & Loss Account: ₹991.14 lakh
  • Net Cash Used in Operating Activities: (₹2,370.09) lakh
  • Net Cash Used in Investing Activities: (₹235.02) lakh
  • Net Cash from Financing Activities: ₹3,006.75 lakh
  • Net Increase in Cash: ₹401.64 lakh
  • Cash at beginning of year: ₹141.06 lakh
  • Cash at end of year: ₹542.69 lakh

Signatories and Dates

  • Company Secretary: Nandini Patel (ACS: 79040)
  • Auditors: SBMG & Co. LLP (Sumit Bihani, Partner M No: 121551)
  • Directors: Mitaliben Lejas Desai (DIN: 02594823), Lejas Desai (DIN: 02488965)
  • CFO: Bhranti Desai (PAN: ANLPD8136G)
  • Audit Report Date: 25th May 2026