The outcome of the meeting has been attached herewith.
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The Board approved unaudited standalone and consolidated financial results for Q1 FY26 (quarter ended June 30, 2025). On a standalone basis, revenue from operations fell sharply to Rs 7,078.91 lakhs from Rs 12,236.64 lakhs in Q1 FY25 (a drop of about 42%), while net profit declined to Rs 94.21 lakhs from Rs 125.73 lakhs (about 25% lower). On a consolidated basis, revenue was largely flat at Rs 38,605.37 lakhs and net profit rose modestly to Rs 8,266.27 lakhs versus Rs 7,130.27 lakhs. The statutory auditor (H Thakkar & Co LLP) issued a qualified opinion on both sets of results, flagging five issues including an ongoing SEBI show-cause notice alleging fictitious sales/purchases and misutilisation of Rs 4,990 lakhs of rights issue proceeds, a GST demand of Rs 20,684.38 lakhs treated as a contingent liability, a disputed income tax demand of Rs 11,744 lakhs, and non-provisioning for expected credit loss on Rs 42,672.78 lakhs of trade receivables. The Board also appointed Kamlesh M. Shah & Co. as Secretarial Auditor for five years (FY26–FY30) and H Thakkar & Co. LLP as Tax Auditor for FY 2024-25.
Multiple audit qualifications, a pending SEBI investigation, and large contingent tax/GST liabilities create significant overhang on the stock. The sharp standalone revenue and profit decline raises concerns about the core business, while the consolidated picture is propped up by an un-audited UAE subsidiary, making the underlying quality of earnings uncertain for shareholders.