Inditalia Refcon Ltd

Director re-appointment

• Re-appoint Vipul Rajendrabhai Gandhi as Director (retiring by rotation) approved at the AGM on 28 September 2026.

AGM Details

• 40th AGM held physically on 28 September 2026 at 12:30 PM IST.
• Concluded at 2:30 PM IST.

Key Resolutions & Outcomes

• Adoption of standalone audited financial statements for year ended 31 March 2025 — Passed.
• Re-appointment of Vipul Rajendrabhai Gandhi by rotation — Passed.

Dividend

• No dividend proposed for the year.

Board / KMP changes

• Revision in terms: Vipul Gandhi's outside directorship corrected; Artistbaba Media Private Limited removed.
• Effective date for correction: 4 Sep 2026, board meeting.
• Reason: inadvertent factual error in disclosures.
• Profile: Vipul Rajendrabhai Gandhi – Non-Executive Non-Independent Director; Chairman since 1 Jul 2025; 16+ years in financial services.
• Relationship with other Directors/KMPs: Not related.
• Not debarred by SEBI or other authorities.
• Change type: Re-appointment of Vipul Gandhi as Non-Executive Non-Independent Director liable to rotation.
• Effective date: upon AGM approval on 28 Sep 2026.
• Term: liable to retirement by rotation.
• Reason: standard re-appointment following rotation eligibility; NRC/Board supported.

Financial snapshot

• Total income stood at 31.84 lacs; operating revenue 0.00 lacs.
• Total expenses 33.86 lacs; net loss 2.02 lacs.
• EPS (Basic & Diluted) at -0.06 Rs.
• Net cash from operating activities at -36.31 lacs.
• Net cash from financing activities at 36.58 lacs.
• Year-end cash and cash equivalents: 1.40 lacs.

Balance sheet highlights

• Equity share capital: Rs 1190.07 lacs; reserves negative Rs 1289.97 lacs.
• Promoter holding 40.76%; public holding 59.24%.
• Borrowings (short-term): Rs 81.44 lacs; director loans outstanding: Rs 81.44 lacs.
• Dematerialisation: 1.46% demat; 98.54% physical.

Listing and depository status

• Trading suspended since 2002; BSE IPN for compulsory delisting in 2023.
• DN database for 174,000 shares in final stages; RTA authorized.
• Purva Sharegistry appointed as RTA; connectivity with NSDL/CDSL restored.
• Company aims to revoke suspension and relist after compliance.

Governance and board

• Board reconstituted; five directors including one woman; Vipul Gandhi as Chairman.
• Sujata Mittal reappointed MD from 1 Apr 2025 to 31 Mar 2030.
• Independent directors Chirag Patel and Shamika Masurkar appointed 30 Apr 2025.
• Board meetings: 8; Audit Committee: 5 meetings; NRC: 1; SRC: 1.

Audit, secretarial and controls

• Statutory auditors Shah Kailash & Associates; unmodified opinion.
• Going concern note due to accumulated losses; plans to relist and raise funds.
• Secretarial audit by Nisha Gidwani; Reg 47 and DN/SDD compliance gaps noted.
• Internal financial controls are adequate and operating effectively.

Related party and remuneration

• Related party transactions during year: none; policy in place.
• Loans from Directors disclosed; closing balance 81.44 lacs.
• MD and CFO remuneration nil; Company Secretary remuneration 20,000 per month from Apr 22, 2026.

Meeting Details

• Date: 4 September 2026; Time: 3:00 PM; Venue: Corporate Office of the Company.

Key Agenda Items

• Approve Board's Report for year ended 31 March 2026 and recommend AGM adoption.
• Decide day/date/time/venue of 40th AGM and approve draft AGM notice for Sept 28, 2026.
• Recommend re-appointment of Director Vipul Rajendrabhai Gandhi (DIN 02729144) on rotation, subject to Members' approval.
• Consider and approve Secretarial Audit Report for 2025-26 by CS Nisha & Associates.
• Consider any other matter with Chair's permission.

Designation rectification

• Rectification approved; Navin Sheth remains Non-Executive Director and CFO, no change in tenure.

Director re-appointment

• Navin Dalichand Sheth re-appointed as NED; 30+ years in strategy and finance; not related to other directors.

Meeting Details

• Board meeting on Friday, August 14, 2026 at 2:30 PM at the Company's Corporate Office.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended June 30, 2026 and filing with exchanges.
• Consider change in designation of Mr. Navin Sheth from WTD to Non-Executive Director cum CFO.

Other Notes

• Trading window closure periods not specified.

🗓️ Meeting Details

• Board meeting scheduled for February 13, 2026, at 2:30 PM at the Corporate Office.

📍 Key Agenda Items

• Approval of unaudited financial results for the quarter ended December 31, 2025.
• Consideration of the Limited Review Report from Statutory Auditors for the quarter ended December 31, 2025.
• Authorization for filing and submission of financial results with Stock Exchanges.