FGP Ltd

AGM Details

• Date and time: 30 July 2026 at 11:00 IST.
• Mode: VC/OAVM.
• Attendance: 71 members via VC/OAVM.
• Meeting concluded at 11:47 IST.

Resolutions & Voting

• Adoption of Audited Financial Statements; Ordinary; passed with 92 in favour, 2 against.
• Re-appointment of Hari Narain Singh Rajpoot; Ordinary; passed with 92 in favour, 2 against.
• Appointment of Pradeep Pathare as Independent Director for five years from May 12, 2026 to May 11, 2031; Special; passed.
• Re-appoint Shweta Musale as Independent Director for five years from Nov 12, 2026 to Nov 11, 2031; Special; passed.

Dividend

• No dividend proposed or declared.

Director Changes

• Pathare appointed as Independent Director for five years from May 12, 2026.
• Musale re-appointed as Independent Director for five years from Nov 12, 2026.
• Rajpoot re-appointment on rotation basis.

Auditors & RPTs

• No changes to statutory/secretarial auditors announced at AGM.
• No material related party transactions approved.
• No other material approvals disclosed.

Meeting Details

• Board meeting on August 04, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited quarterly results for quarter ended June 30, 2026; take on record Limited Review Report.

Other Notes

• Trading window closed from July 1, 2026 to 48 hours after results; reopens August 7, 2026.

Financial highlights

• Total income rose to Rs 252.64 lakhs from Rs 50.70 lakhs.
• Profit after tax: Rs 7.28 lakhs, versus a loss of Rs 3.28 lakhs.
• Earnings per share (basic and diluted): Rs 0.06.
• Commodity trading division commenced; contributed to income.
• Total expenses rose to Rs 245.22 lakhs from Rs 50.56 lakhs.
• Net cash from operations Rs 38.61 lakh; investing Rs 71.32 lakh.

Segments & revenue

• Commodity trading revenue Rs 170.52 lakhs; Business Centre revenue Rs 26.18 lakhs.
• Total segment revenue Rs 196.70 lakhs; unallocable nil.
• Investments in mutual funds Rs 243.51 lakh (FVTPL).

Liquidity & balance sheet

• Total assets Rs 379.05 lakh; total equity Rs 341.67 lakh.
• Cash and cash equivalents Rs 2.50 lakh.
• Bank balances Rs 109.90 lakh.
• Net cash from operating activities Rs 38.61 lakh.
• Net cash increase during year Rs 109.93 lakh.

Dividend & reserves

• Dividend not declared due to carried-forward losses.
• Reserves and surplus negative; total equity stands Rs 341.67 lakh.
• Object clause altered to permit commodity trading.

Governance & board changes

• Pathare appointed Independent Director for five years from May 12, 2026.
• Shweta Musale reappointed as Independent Director for 2026–2031.
• Hari Narain Singh Rajpoot to rotate; reappointment recommended.
• Board meetings held: four in the year.

Audit & internal controls

• Statutory auditors MVK Associates; Internal auditors Vivek M. Tamhane & Co; Secretarial Parikh Parekh.
• No audit qualifications; no fraud reported.
• Whistle blower policy in place; no complaints.

Related party transactions

• No material related party transactions; arm's-length remuneration to KMP.
• Remuneration to KMPs and SMPs: Rs 28.45 lakh.
• Non-exec director sitting fees total Rs 0.89 lakh.

Risks & outlook

• Commodity price risk mitigated via hedging; no foreign exchange exposure.
• Outlook: commodity trading to support growth; real estate remains challenging.
• Internal controls robust; Audit Committee monitors risks.

Regulatory & corrigendum

• Corrigendum issued for page 45; director Musale name repeated; corrected AR online.
• 64th AGM on 30 July 2026 via VC/OAVM; remote e-voting window July 27-29.

AGM and AR access

• 64th AGM scheduled for July 30, 2026 via VC/OAVM.
• Annual Report 2025-26 and AGM Notice accessible online at fgpltd.in.
• Letters sent to shareholders without registered emails under LODR.
• Path to AR on site: FINANCIALS, Annual Reports, FY 2025-26.
• Remote e-voting window from July 27, 2026 to July 29, 2026.
• Cut-off date for remote e-voting: July 23, 2026.
• KYC updation and dematerialisation of physical shares advised per SEBI Master Circular.

Financial performance

• Total income ₹252.64 lakhs, up from ₹50.70.
• Profit after tax ₹7.28 lakhs; prior year loss ₹3.28.
• Earnings per share basic and diluted ₹0.06.
• Current tax ₹0.69 lakhs; deferred tax ₹2.03 lakhs.
• Total comprehensive income ₹7.40 lakhs.
• Total expenses ₹245.22 lakhs; rise from ₹50.56.
• Net gain on fair value changes ₹15.96 lakhs.

Segment performance

• Segment Revenue: Business Centre ₹26.18 lakhs; Commodity Trading ₹170.52 lakhs.
• Total segment revenue ₹196.70 lakhs.
• Segment results before tax: ₹11.18 lakhs (Business), ₹1.48 (Commodity).
• Tax adjustments ₹(2.58) lakhs.
• Segment assets ₹7.29 lakhs (Business), ₹0.05 (Commodity), ₹371.71 lakhs unallocable.
• Capital employed: −5.65 lakhs (Business), 0.05 (Commodity), 347.27 lakhs total.

Dividend & capital

• Dividend not declared due to past losses.
• Share capital unchanged at ₹1,189.51 lakhs.
• Reserves and OCI unchanged; total equity ₹341.67 lakhs.

Business developments

• Commodity trading commenced; object clause amended via postal ballot on September 12, 2025.
• Commodity trading expected to support growth; real estate remains steady.
• AGM conducted via VC/OAVM; year included relevant approvals.

Governance & leadership

• Mr. Pathare appointed Additional Independent Director for five years from May 12, 2026.
• Ms. Shweta Musale re-appointed Independent Director for five years from Nov 12, 2026.
• Avi Mundecha appointed Company Secretary May 9, 2025; Shalu Sarraf appointed Sept 15, 2025.
• Board meetings held: four during the year.

Audit & controls

• MVK Associates re-appointed Statutory Auditors for FY2025-26 to 2029.
• Internal auditors Vivek M. Tamhane & Co.; Secretarial Parikh Parekh & Associates.
• No audit qualifications; no fraud reports; internal controls adequate.
• Secretarial audit by Parikh Parekh; governance certificate obtained.

Capital & liquidity

• Equity share capital ₹1,189.51 lakhs; no debt.
• Investments in mutual funds ₹243.51 lakhs; cash and bank ₹112.40 lakhs.
• Net cash from operations ₹38.61 lakhs; cash from investing ₹71.32 lakhs.
• Dematerialisation: 89.94% of shares in demat form.
• Credit facilities: no borrowings; no charges.

Related party & compliance

• Related party remuneration to KMPs ₹28.45 lakhs; Directors' sitting fees.
• All related party transactions are arm’s-length and disclosed.
• Sitting fees to non-executive directors; no shareholding by directors.

Other disclosures

• CSR not applicable.
• Energy conservation steps noted; ODR portal for disputes.
• AGM and listing compliance certificates included.