AGM Details

The 33rd Annual General Meeting was held on Tuesday, 25th August, 2026 at 02:00 P.M. at Maharaja Banquet at A-1/20A, Paschim Vihar (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi 110063.

Directors Present

  • Ms. Payal Sharma - Director
  • Mr. Rohan Mohan Agarwal - Director
  • Mr. Prem Gupta - Whole Time Director
  • Ms. Renu Malik - Company Secretary and Compliance officer

Attendees by Invitation

  • Mr. Chandan Jha - Secretarial Auditor & Scrutiniser (For & on behalf of Chandan J & Associates)
  • Mr. Yash - Internal Auditor (For & on behalf of Chandni Singla & Associates)

Auditor Qualifications and Key Financial Irregularities

The auditors reported 10 significant qualifications in the financial statements for FY 2025-2026:

1. CFO Fraud Misappropriation: Material financial irregularities involving unauthorized transactions and misappropriation of funds by CFO & Director Mr. Ankit Sharma amounting to ₹88,17,931 through fictitious payments, unsupported expenses and unauthorized fund transfers during FY 2024-25. No provision made in financial statements, amount not recovered as of report date.

2. Legal Proceedings Initiated: Matter reported to Board, SEBI, and law enforcement authorities. CFO resigned/terminated. Company required to record impairment and provision of ₹88,17,931 in FY26 financial statements.

3. Preferential Warrant Issue Concerns: Company allotted 14,25,00,000 fully convertible warrants of ₹1 each on preferential basis to non-promoters. 25% warrant issue price received previous year, balance 75% (₹10,68,75,000) received during year. Insufficient evidence provided regarding utilization as per SEBI approval purpose.

4. Unsubstantiated Loans & Advances: Company given Loan & Advances of ₹20,19,00,000 up to 31st March 2026. Management unable to provide nature of advances and supporting documentation.

5. Ultra Vires Income: Company earned ₹58,53,624 as interest on loan by lending money to third parties, which is outside the charter/main objectives of Memorandum of Association.

6. Investment Impairment Issues: Investment in unquoted equity shares under "Non Current Investment" amounting to ₹39,50,000, of which ₹37,50,000 should be considered as impairment loss per INDAS-36. Specific issues with investments in Prem Color Chem Pvt Ltd, Vishesh Developers Pvt Ltd (not shown as shareholder), Rock Eagle Portfolio Services Pvt Ltd (company struck off since 2019), and Adhunik Technology Pvt Ltd (negative reserves).

7. Project Advance Documentation Issues: Advance given for development of project under "Other Non-Current Assets" amounting to ₹19,98,87,156 subject to confirmation/reconciliation. Management claims recoverable but auditors unable to validate without independent report or underlying documents.

8. Training Expenses Payable Issues: Training Expenses Payable under "Other Non-Current Liabilities" amounting to ₹4,58,37,533 without appropriate evidence and underlying documents. ₹96,77,974 advance adjusted with Training Expenses Payable without justification. ₹6,34,88,996 paid against Training expenses payable without supporting documents.

9. Fixed Asset Register Absence: No Fixed Asset Register and no physical verification report, unable to comment on existence of Fixed Assets.

10. Land Purchase Advance Documentation: Advance of ₹5,34,21,670 given to M/s Witness Developers & Promoters Private Limited for purchase of Land at Gurugram Haryana without appropriate documents.

Secretarial Audit Qualifications

  • Independent Directors Mr Rahul Misra and Ms Anubha Chauhan had not completed IICA databank registration/self-assessment during FY 2024-25 (Reg. 17 LODR breach) — both registered w.e.f. 19.05.2025
  • Form DIR-12 for Mr Ankit Sharma's cessation shows date (11.02.2025) inconsistent with resignation/acceptance dates (08.02.2025 / 03.03.2025)
  • Investment in subsidiary Shikshan School Pvt Ltd share certificates and Board resolution/Form MGT-14 not produced
  • CS Shivani Jindal's resignation (w.e.f. 22.08.2024) no Board meeting/minutes shared
  • Form MGT-14 for approval of financials, Directors' Report and appointment of Internal/Secretarial Auditors for FY 2023-24 not filed

Voting Process

Remote e-voting facility provided from 9:00 A.M. on Saturday, 22nd August 2026 to 5:00 P.M. on Monday 24th August, 2026. Polling paper voting available during meeting for members who hadn't voted. Mr. Chandan Jha, Practicing Company Secretary, appointed as Scrutinizer.

Resolutions Considered

Ordinary Business:

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026 with reports of Independent Auditors and Directors (Ordinary Resolution)

Special Business:

2. Appointment of Mr. Prem Gupta (DIN: 00180250) as Whole Time Director (Ordinary Resolution)

3. Appointment of Ms. Payal Sharma (DIN: 07190616) as Independent Director (Special Resolution)

4. Appointment of Mr. Rohan Mohan Agarwal (DIN: 08592184) as Independent Director (Special Resolution)

Result Announcement

Result of e-voting along with consolidated Scrutinizer Report to be announced within two working days from meeting conclusion. Voting result to be submitted to stock exchanges and uploaded on company website.

Meeting Duration

Meeting concluded at 02:30 P.M., lasting approximately 30 minutes.