Decorous Investment & Trading Co Ltd

AGM details

• AGM held physically on 20 August 2026 at New Delhi address.
• Mode: Physical; e-voting window 17–19 August 2026; entitlement cut-off 20 July 2026.

Key resolutions

• Appointment of Ms Varsha Jain as Executive Non-Independent Whole-Time Director for five years.

Voting results

• Ms Varsha Jain appointment approved by 100% of votes cast.

Director changes

• Ms Varsha Jain appointed as Executive Non-Independent Whole-Time Director.

AGM details

• Held physically at registered office on 20 August 2026 from 11:00 to 12:00.

Key resolutions and outcome

• Adoption of audited financial statements for FY 2025-26 — Passed.
• Re-appointment of Amit Gupta as Non-Independent Director, subject to retirement by rotation — Passed.
• Re-appointment of Ashok Kumar as Non-Independent Director, subject to retirement by rotation — Passed.
• Appointment of M/s SMGA & Co. as Statutory Auditors for five years — Passed.
• Appointed Varsha Jain as WTD & CFO (Executive Director) for five years from 29 May 2026 — Passed.

Financial performance

• Revenue from operations: ₹3.709 million (FY26).
• Total income: ₹5.989 million (FY26).
• Profit before tax: ₹1.462 million.
• Tax expense: ₹0.410 million.
• Net profit after tax: ₹1.051 million.
• Basic and diluted EPS: ₹0.305.

YoY trends

• FY26 revenue from operations rose to ₹3.709m from ₹3.385m.
• Total income rose to ₹5.989m from ₹5.588m.
• PAT rose to ₹1.051m from ₹0.598m.
• PBT rose to ₹1.462m from ₹0.809m.
• EPS remained ₹0.305.

Capital structure & liquidity

• Authorized capital: ₹40.0m; paid-up: ₹34.5m.
• Total equity: ₹39.34m; total assets: ₹39.75m.
• Cash & cash equivalents: ₹1.145m.
• Indebtedness: Nil; no long-term borrowings.

AGM and governance

• 43rd AGM on 20.08.2026 at registered office.
• Voluntary delisting from Calcutta Stock Exchange; BSE listing remains.
• Ms Varsha Jain appointed Additional WTD cum CFO from 29.05.2026.
• Mr. Ashok Kumar stepped down as WTD CFO; remains on board as non-exec director.
• M/s SMGA & Co appointed as statutory auditors for five years.

Operations and segments

• Single operating segment; no subsidiaries or JVs.
• Core activities: real estate, gems & jewellery, consultancy, trading.
• Dematerialization: 98.54% of shares dematerialized.

Related-party transactions

• Remuneration to WTD & CFO and Company Secretary.
• Rent paid to Best Properties Pvt. Ltd. (relative of director).

Audit, controls and governance

• Internal controls considered adequate; no material weaknesses.
• Secretarial audit reports; no major reservations; BSE waiver acknowledged.
• Audit committee met 6 times; chaired by Rishav Gautam.

Outlook and risks

• MD&A cites real estate and consultancy as growth avenues.
• Plan to diversify and expand into additional business lines.

AGM Details

• Date and time: 20 August 2026, 11:00 AM.
• Mode: Physical meeting at registered office.
• Concluded: 12:30 PM.
• Chairman for AGM appointed: Mr. Jitendra Kumar.

Key Resolutions

• Re-appoint Amit Gupta as Director (retiring by rotation) for five years.
• Appoint Varsha Jain as Executive Non-Independent Director; WTD and CFO.
• Re-appoint Ashok Kumar as Director (retiring by rotation).
• Appoint M/s SMG A & Co. as Statutory Auditors for five years.
• Adopt Audited Balance Sheet and Profit & Loss for year ended 31.03.2026.

Voting & Outcomes

• Voting via remote e-voting and poll; results to be announced.
• Results deemed passed on AGM date upon agenda closure.

AGM notice

• 43rd AGM scheduled for 20 August 2026 at 11:00 AM at the registered office, New Delhi.
• Notice and Annual Report FY 2025-26 emailed and available on company, BSE, NSDL.

Shareholder dates & voting

• Register of Members and Share Transfer Books closed 14-23 Aug 2026.
• Record date for notices is 20 July 2026.
• E-Voting window 17-19 Aug 2026 via NSDL.
• EVEN number 1396070 issued for e-voting.

Dividend

• Dividend rate NIL for the AGM.

Governance changes

• Varsha Jain appointed Additional Executive Director cum CFO with effect from 29 May 2026 for five years.
• Ashok Kumar resigns as Whole Time Director cum CFO due to health constraints.
• Amit Gupta and Ashok Kumar to seek re-appointment at the 43rd AGM.
• Appointment contingent on member approval at AGM.

Auditors and remuneration

• M/s SMGA & Co. appointed as Statutory Auditors for five consecutive years.
• Remuneration for auditors to be mutually agreed; board authority to finalize.
• Varsha Jain remuneration proposed at Rs 25,000 per month; she is designated KMP.

AGM timing and scheduling

• 43rd AGM scheduled for 20 August 2026 at the registered office.
• Book closure from 14 August 2026 to 23 August 2026.
• E-voting window from 17 August to 19 August 2026.

Financial performance

• Revenue from operations Rs 37.09 lakh; total income Rs 59.89 lakh.
• Net profit after tax Rs 10.51 lakh; earnings per share Rs 0.305.
• Profit before tax Rs 14.62 lakh; tax Rs 4.11 lakh; PAT Rs 10.51 lakh.
• Dividend declared: none; reserves transferred Rs 10.51 lakh.
• Net cash from operations: negative Rs 18.80 lakh; net cash increase Rs 5.40 lakh.

Capital structure & shareholding

• Authorized capital Rs 4 crore; issued and paid-up Rs 34.50 lakh; par Rs 10.
• Equity shares outstanding: 3.45 million.
• Dematerialised shares: 98.54%; promoter group 1.27%; public 98.73%.
• Calcutta Stock Exchange voluntary delisting; DSE deregistered; BSE listing continuing.

Governance & board

• Varsha Jain appointed Additional Executive Director cum CFO from 29.05.2026; remuneration Rs 25,000/month.
• Ashok Kumar stepped down as WTD & CFO; remains on board as Non-Executive Director.
• Independent directors: Neha Sarpal, Jitendra Kumar, Rishav Gautam.
• Board meetings held six times in FY2025-26.
• Audit Committee current: Rishav Gautam (Chair), Varsha Jain, Neha Sarpal.
• WTD/CFO certification and director disqualification certificates on record.

Auditors & compliance

• Statutory auditors SMGA & Co; five-year term 2026–2031.
• Secretarial auditor B. Bhushan & Co; internal auditor Mittal Jindal & Associates.
• BSE waiver: Rs 42.42 million waived; processing fee Rs 11,800 refunded.
• MGT-7/8 corrections filed; GNL-1 filed to correct AGM date.

Related-party transactions & risk

• Related party contracts in ordinary course; arm's length; not material.
• Remuneration to WTD & CFO and CS; rent to Best Properties; disclosed in AOC-2.
• Outstanding loans to related parties total Rs 2.92 crore; overdue Rs 8.7 lakh.
• Recovery actions: demand notices; legal notices; recovery suits in progress.
• Risk policy: not applicable; single operating segment.

Listing, disclosures & ESG

• AGM 43rd on 20 Aug 2026; book closure 14-23 Aug 2026.
• E-voting: NSDL EVEN 139670; Aug 17-19, 2026.
• Green initiative: annual reports electronically; 98.54% dematerialised shares.

Outlook & MD&A

• Real estate sector outlook robust; CAGR ~11.2% FY2020-30.
• Company to diversify and expand into other businesses.
• Management sees improved profitability with revenue growth and cost controls.

Demat/remat status and certificate actions

• The securities have been listed on the stock exchanges after verification.
• Physical certificates received for dematerialisation were mutilated and cancelled; the depository's name substituted as registered owner.
• No dematerialisation/rematerialisation requests were received during the period.
• No pending demat/remat requests beyond 21 days.

Financials (Q1 FY27)

• Revenue from operations: Rs 0; total revenue: Rs 136.07k in Q1 FY27.
• Profit before tax: Rs -197.68k; tax: Rs 0; PAT: Rs -197.68k.
• EPS (basic/diluted): -0.057.
• Total expenses for quarter: Rs 333.75k.
• Employee benefits Rs 191k; other expenses Rs 142.56k; depreciation Rs 0.19k.
• Limited Review by SMGA & Co; no material misstatement; results recorded 20 Jul 2026.
• Paid-up capital Rs 3.45 crore; shares listed on BSE & CSE.
• Results were approved by Audit Committee & Board on 20 Jul 2026.

Financial results

• Un-Audited Q1 FY2026 results approved; Limited Review Report by Statutory Auditors.
• Results released for publication in newspapers; displayed on website and uploaded to BSE portal (xbrl/pdf).
• Trading window closed 01.07.2026 to 30.07.2026 for insiders.

AGM & governance actions

• Directors' Report, extract of annual return, and MD&A recommended to shareholders at 43rd AGM.
• Audited accounts for FY ending 31.03.2026 noted for approval at AGM.
• To appoint Ashok Kumar as Non-Executive Non-Independent Director; retires by rotation; eligible for re-appointment.
• Re-appoint Amit Gupta as Director; retires by rotation; eligible for re-appointment.
• Appoint M/s SMGA & Co. as Statutory Auditors for five years.
• Appoint Varsha Jain (DIN:11704482) as Executive Non-Independent Director and Whole-Time CFO for five years.
• Book Closure: 14.08.2026 to 23.08.2026.
• Appoint B. Bhushan & Co. as Scrutinizer for E-voting.
• E-voting facility available from NSDL and RTA Alankit to 23.08.2026.
• Notice of 43rd AGM with notes and Explanatory Statements approved.
• Agenda: 43rd AGM to convene on 20.08.2026; venue at registered office.
• Dividend NIL.
• Delisting: Equity shares to be delisted from Calcutta Stock Exchange.
• Status on defective AOC-4 XBRL for FY2025 noted.
• Authorization to file e-forms with ROC.
• No printed annual report; available on website and exchanges; provided free on demand.