Gogia Capital Growth Ltd

Gogia Capital Growth Limited — Trading window closed from 1 October 2026 till completion of 48 hours after the declaration of Unaudited Financial Results (Standalone) for the quarter ending 30 September 2026

AGM Details

• Date, time, mode: 29 September 2026, 2:01 PM, via VC/OAVM.
• Meeting commenced at 2:01 PM and concluded at 2:21 PM; chaired by Independent Director.

Ordinary Business

• Adoption of Audited Financial Statements for FY 2025-26 approved.
• Re-appointment of Brijesh Saxena as Executive Director approved.
• Re-appointment of Ankur Gogia as Executive Managing Director approved.

Special Business

• Appointment of Statutory Auditor M/s R. K. Sri & Co. approved for five years.
• Reclassification: Satish Gogia and Satish Gogia HUF to Public.
• Reclassification: Late Shri Khem Chand to Public.
• Classification: Ankur Gogia as sole Promoter.
• Approval of managerial remuneration up to ₹1.68 crore per annum.
• Appointment/regularisation: Shubham Aggarwal as Independent Director.
• Appointment/regularisation: Mansi Kabra as Independent Director.

Dividend Status

• No dividend declared; potential future dividend based on performance.

Material Related Party Transactions

• No material RPTs disclosed in AGM disclosures.

Board resignations and corrective submission

• Resignations of independent directors: Rajat Raja Kothari and Aanal Mehta, effective 31 August 2026.
• Reasons cited: increased professional commitments and personal reasons.
• Board noted no material reasons beyond those stated.
• Inadvertent oversight; corrected final Outcome of Board Meeting submitted.
• Discussions on resignations/appointments of Brijesh Saxena and Natasha were not on the agenda.
• No material event arising from other matters discussed.

Resignations and Appointment

• Director Brijesh Saxena resigned from the Board effective 25 September 2026.
• Natasha Gogia appointed Additional Director effective 25 September 2026, liable to retire by rotation.
• Natasha Gogia not debarred from holding the office of Director.
• Independent Director Rajat Raja Kothari resigned effective 31 August 2026.
• Independent Director Aanal Mehta resigned effective 31 August 2026.

Financial performance

• Revenue from operations for FY2025-26 was ₹50.75 Lakh; total revenue ₹608.46 Lakh.
• Net loss after tax was ₹436.41 Lakh; basic and diluted EPS ₹(6.90).
• PBT before tax was ₹(435.41) Lakh; deferred tax ₹(0.99) Lakh.
• Cash flow from operations ₹33.54 Lakh; net increase in cash ₹145.49 Lakh.
• YoY, revenue declined from ₹1,111.30 Lakh to ₹608.46 Lakh.

Capital structure & liquidity

• Share capital ₹632.11 Lakh; no change in year.
• Borrowings current ₹170.00 Lakh; no non-current borrowings.
• Pledged fixed deposits ₹1,032.03 Lakh.
• Total equity ₹1,800.56 Lakh; Retained earnings ₹19.50 Lakh.

Governance & board changes

• MD Ankur Gogia appointed 21-Jul-2025; board comprises 5 directors.
• Independent Directors Shubham Aggarwal and Mansi Kabra appointed 29-Aug-2026; five-year terms.
• Promoter reclassification: Satish Gogia to Public; Ankur Gogia becomes sole Promoter.
• Statutory Auditor HD Gupta resigned; Raj K. Sri & Co appointed for five years.
• Seven Board meetings held in 2025-26; remuneration up to ₹1.68 Crores per annum.

Related party transactions

• Remuneration to Ankur Gogia ₹36.65 Lakh.
• Loans/advances to Ankur Gogia ₹170.00 Lakh.
• Monica Gogia recoverable ₹81.16 Lakh.
• Loans to Dr Neha's Medical Aesthetics ₹140.40 Lakh.

Auditor's report & risk

• HD Gupta resigned; Raj K Sri & Co appointed for five years.
• Independent Directors Rajat Raja Kothari & Aanal Mehta resigned 31-Aug-2026.
• Core trading terminal activation cited as a key audit matter.
• Going concern: Auditor notes material uncertainty about meeting liabilities within one year.

Corporate actions & outlook

• 32nd AGM proposed for 29-Sep-2026 via VC/OAVM; items include auditor regularisation and promoter reclassification.
• Management Discussion & Analysis outlines industry outlook and risk factors.
• Company emphasizes governance disclosures and policy adherence on its website.

Shareholding & capital disclosures

• Promoter shareholding led by Ankur Gogia at 60.73% as of 31-Mar-2026.
• Dematerialisation level: ~98.42% of shares dematerialised.

Promoter to Public reclassification

• Board approved reclassification of Satish Gogia and Satish Gogia HUF from Promoter/Promoter Group to Public category.
• Subject to shareholders' approval, filing of requisite application with BSE Limited, and regulatory compliance.
• Satish Gogia holds 2,900 shares (0.05%); Satish Gogia HUF holds 0 shares (0%).
• Late Shri Khem Chand, erstwhile promoter, ceased to be promoter in 1997 upon death per Regulation 31A(6)(c).
• Death certificate for Khem Chand placed on record; promoter-group status updated accordingly.
• Directors Brijesh Saxena, Ankur Gogia, and Company Secretary Bharti Rana authorized to file and liaise.
• Extract of the Minutes submitted to BSE for records and necessary consideration.
• Meeting held 29 August 2026 at 2:00–2:50 PM; per Board Resolution.

Promoter to Public reclassification

• Promoter-to-public reclassification requested under SEBI LODR, dated August 29, 2026.
• Board approved the reclassification, subject to shareholders' approval and filing with BSE.
• Satish Gogia holds 2,900 shares (0.05%).
• Khem Chand holds 100,000 shares (1.58%).
• Satish Gogia HUF holds 0 shares (0%).
• Board meeting date: August 29, 2026; ack 14079911 disclosed to Exchange.
• Reclassification requires shareholder approval and regulatory filings with BSE.
• Company will undertake requisite filings in due course.
• Status: not effective until shareholder approval is obtained.

AGM Details

• 32nd AGM scheduled for 29 September 2026.
• Notice published 8 September 2026 in Financial Express (English) and Jansatta (Hindi).

AGM details

• AGM scheduled for 29 September 2026 at 02:00 PM IST via VC/OAVM.
• Cut-off date for voting eligibility is 22 September 2026.
• Book closure from 22 September to 29 September 2026, inclusive.
• Remote e-voting will run from 26 September 2026, 09:00 to 28 September 2026, 17:00.
• Annual report and Notice of 32nd AGM are available on the company's website.

Financial snapshot

• Revenue from operations: ₹50.75 Lakhs in FY2025-26, ₹252.87 Lakhs prior year.
• Total revenue: ₹608.45 Lakhs in FY2025-26, ₹1111.30 Lakhs prior year.
• Profit after tax: ₹-436.40 Lakhs in FY2025-26, ₹330.89 Lakhs profit prior year.
• EPS (basic/diluted): ₹-6.90 in FY2025-26.
• Dividend: No dividend declared for FY2025-26.
• Net cash flow from operating activities: ₹33,54,045.
• Ending cash balance: ₹3,48,61,670.
• Total assets: ₹27,87,70,123.
• Equity: ₹24,32,67,382.

Performance indicators & trends

• FY2025-26 revenue declined versus prior year; total revenue fell to ₹608.45 Lakhs.
• Net loss after tax swung to ₹436.40 Lakhs from prior year profit.
• Profit before tax: ₹-435.41 Lakhs in FY2025-26.
• EPS moved to ₹-6.90 (basic and diluted) in FY2025-26.

Capital structure & liquidity

• Paid-up share capital: ₹6,32,11,060.
• Total equity: ₹24,32,67,382.
• Borrowings (current): ₹1,70,00,000.
• Gearing ratio: -4%.
• Cash and bank balances: ₹3,48,61,670.

Cash flows

• Net cash from operating activities: ₹33,54,045.
• Net cash from investing activities: ₹1,12,26,330.
• Net cash from financing activities: ₹-31,157.
• Net increase in cash and equivalents: ₹1,45,49,218.
• Closing cash balance: ₹6,46,89,371.

Governance & board changes

• Board: five directors; three non-executive; two executive.
• Statutory auditors regularised: Raj K. Sri & Co for five-year term.
• Promoter group reclassified to Public; Ankur Gogia promoted.
• Additional Independent Directors regularised: Shubham Aggarwal and Mansi Kabra.
• Seven board meetings held in 2025-26.

Auditors & risk flags

• HD Gupta & Associates LLP resigned; Raj K. Sri & Co appointed.
• Going concern risk noted by independent auditor; material uncertainty.
• Secretarial Audit: Annexure I; no fraud reported.

Related party & compliance

• Related party transactions disclosed; arm's length and in ordinary course.
• Governance: compliance with corporate governance framework; certificates attached.