Jonjua Overseas Ltd

Bonus issue entitlement details

• Record date: 04-09-2026 for eligibility to receive 7,955,966 bonus equity shares.
• Deemed allotment date is 07-09-2026; trading of bonus shares from 08-09-2026.
• Credit to depository accounts to be completed by 07-09-2026 12:00 p.m.
• Subject to approvals from regulators including BSE.
• Effective listing date: 08-09-2026.

AGM details

• AGM held on 21-08-2026 at 04:30 PM, physical mode in Mohali.
• Scrutinizer report notes 38 shareholders present; 3 voted through e-voting.

Resolutions and outcome

• There were 14 resolutions; all approved.

AGM Details

• AGM held on 21 August 2026, 04:30 PM to 07:40 PM, physical at the Registered Office.
• Fourteen items were set for voting.

Resolutions Put to Vote

• Ordinary: Adoption of Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: Reappointment of Harmanpreet Singh Jonjua as director liable to retire by rotation.
• Special: Appointment of Statutory Auditors.
• Special: To approve issue of Bonus Issue.
• Special: Set limit for Related Party Transactions with Major Harjinder Singh Jonjua (Retd.).
• Special: Set limit for Related Party Transactions with Mrs. Maninder Kaur Jonjua.
• Special: Set limit for Related Party Transactions with Mr. Harmanpreet Singh Jonjua.
• Special: Set limit for Related Party Transactions with Mrs. Ranbir Kaur Jonjua.
• Special: Set limit for Related Party Transactions with HS Jonjua & Sons (HUF).
• Special: Set limit for Related Party Transactions with Jonjua Air Limited.
• Special: Set limit for Related Party Transactions with HSJONJUA AEROINFRA Private Limited.
• Special: Set limit for Related Party Transactions with HSJONJUA INNOVATEAGRO Private Limited.
• Special: Acquisition of trade secret from Major Harjinder Singh Jonjua.
• Special: Amendment in Object Clause of Memorandum of Association.

Voting Status

• Voting results will be intimated to the stock exchange separately.

Financial Highlights

• Total income from operations: Rs 443.12 lacs.
• Profit before exceptional items and tax: Rs 114.63 lacs.
• Net profit: Rs 123.70 lacs.
• EPS (Basic and Diluted): Rs 0.45 per share.

Business Focus

• Main focus is to grow by synchronizing all Group Companies.
• Trades in goods including shares, printed books, stressed asset companies, and intangible assets.

Management Commentary

• Managing Director expressed satisfaction with the quarter's performance.

Board approvals & compliance

• Board approved the financial results for the quarter ended 30 June 2026.
• Results to be uploaded in XBRL format and hosted on the company website.
• Trading window to remain closed until 14 August 2026 under SEBI insider trading regulations.
• Board reviewed day-to-day activities of the company.
• Board meeting started at 04:30 PM and ended at 05:25 PM.

MoU for rooftop helipad

• MoU signed with Mrs. Anjali Sharma for Rampur BSR rooftop helipad project.
• Helipad to be near National Highway at Rampur, Himachal Pradesh.
• Development subject to statutory, regulatory, aviation, safety, and environmental approvals.
• Two-member team led by Major Harjinder Singh Jonjua and Harmanpreet Singh Jonjua formed.
• Project aims to improve connectivity, tourism, emergency services, and regional economic activity.

Meeting Details

• Board meeting scheduled for 12 August 2026 at 04:30 PM.

Key Agenda Items

• Unaudited financial results for quarter ended 30 June 2026.
• Reviewing day-to-day affairs of the company with CMD's permission.

Financial Highlights

• Total income rose to Rs 2,199.33 Lakhs from Rs 654.38 Lakhs.
• Revenue from operations Rs 2,120.51 Lakhs; other revenue Rs 78.82 Lakhs.
• EBITDA Rs 1,217.59 Lakhs; PAT Rs 806.97 Lakhs.
• PAT rose from Rs 245.78 Lakhs to Rs 806.97 Lakhs.
• Basic EPS Rs 2.96; Diluted Rs 3.01.
• Bonus issues during the year: 11,54,607 shares (1:20) and 30,30,844 shares (5:40).
• Authorized capital increased to Rs 49.95 Crore.
• Bank debt-free; no borrowings during year.
• Dividends: final Rs 0.10 per share paid in 2025; no final dividend for 2025-26 proposed.
• Single segment; plans to expand into digital, aviation, and agriculture services.

Strategic Developments & Outlook

• Foray into digital, paper books, aviation and consultancy services.
• Growth driver: broaden service range and geographic coverage.
• Acquisition of Trade Secret eco-friendly tech for VTOL helipads; Rs 19.13 Cr.
• Valuation by CS Brij Agnihotri; payment on demand or against subscription.
• RPT limits set at Rs 100 Crores per contract with promoter entities.
• MOA amendment to replace merchants with goods.
• New independent director: Chetan Sharma joined 27 Sep 2025.
• Appointment of APT & Co LLP as statutory auditors for five years.

Capital & Corporate Actions

• Paid-up equity capital Rs 27.28 crore.
• Promoter/promoter group hold 28.67%; Public 71.33%.
• Pledge on promoter shares: none.
• No GDR/ADR or warrants outstanding.
• Listed on BSE SME; ISIN INE793Z01027.
• Subsidiaries: none.

Governance & Audit

• Board size seven: MD, WTD, NED, and four independent directors.
• Chetan Sharma joined as independent director on 27 Sep 2025.
• Audit Committee: three members, two independent.
• Secretarial audit: no observations; compliance adequate.
• Independent Directors’ meeting held on 10-02-2026.
• CFO and MD certifications on financial statements submitted.
• Internal controls: adequate; risk management framework in place.
• No director debarred; certificate of non-disqualification obtained.

Related Party Transactions

• All related-party transactions were in ordinary course and arm's length.
• Omnibus approvals used; shareholder approvals obtained.
• Material RPT limits set at Rs 100 Crores per contract with promoter group entities.
• Key related parties include Harjinder S Jonjua, Harmanpreet S Jonjua, Maninder Kaur Jonjua, and several HSJONJUA entities.

Shareholding & Market Data

• Listed on BSE SME; ISIN INE793Z01027; symbol Jonjua.
• Promoter group holds 28.67%; Public holds 71.33%.
• Top holders include Jonjua Air Limited and select promoter group entities.
• No GDR/ADR; shares dematerialised with NSDL and CDSL.

Outlook & Risks

• Outlook positive; opportunities in exports and services expansion.
• Risks include currency movements and global trade tensions; tax changes possible.

Internal Controls & Compliance

• Internal Financial Controls deemed adequate; annual internal audit reviews ongoing.
• Secretarial compliance: good with no material observations.
• Management discusses internal control findings with Audit Committee.

Subsidiaries & Corporate Structure

• No subsidiary companies; company operates through principal entities and associates.