Techindia Nirman Ltd

Techindia Nirman Limited — Trading window closed from 01 October 2026 up to 48 hours after the declaration of unaudited results for the quarter and half year ending 30 September 2026.

AGM Details

• 46th AGM held on 22 September 2026 at 11:00 IST via VC/OAVM.
• Quorum not available at the scheduled time; meeting started at 11:15 IST.
• Remote e-voting conducted 19–21 September 2026, 09:00–17:00.
• Total attendees: 37 (11 promoters, 26 public) via VC/OAVM.
• Scrutinizer appointed: Neha P. Agrawal, CS.

Resolutions & voting outcomes

• Resolution 1: Adopt audited standalone financial statements; ordinary; not passed.
• Resolution 2: Re-appoint Independent Director (2nd term); special; not passed.
• Resolution 3: Re-appoint Independent Director (2nd term); special; not passed.
• Resolution 4: Re-appoint Independent Director (2nd term); special; not passed.
• Resolution 5: Appoint Statutory Auditors for five years; ordinary; not passed.
• Resolution 6: Appoint Secretarial Auditor for five years; ordinary; not passed.
• All six resolutions did not pass with requisite majority.

AGM & Notice

• 46th AGM on 22 Sep 2026 via VC/OAVM.
• Remote e-voting from 19–21 Sep 2026; cut-off 11 Sep 2026.
• Notice & Annual Report available on company and exchange websites.

Financial performance

• Total income ₹0.34 lakh; no revenue from operations.
• Profit after tax ₹-62.15 lakh; total comprehensive loss ₹-62.64 lakh.
• Basic earnings per share ₹-0.44.
• End-year cash ₹4.49 lakh; cash from operations ₹-449.73 lakh.

Capital structure & liquidity

• Net debt ₹7,059 lakh.
• Debt-to-equity ratio 6.86x.
• Current ratio 0.09x.
• Total assets ₹8,123.65 lakh; total equity ₹1,029.39 lakh.

Governance & board status

• Board size two as of 31-03-2026; one independent; SEBI LODR 17 non-compliant.
• CIRP initiated and set aside; matter sub-judice.
• Auditors: Gautam N. Associates resigned; KP Sahasrabudhe & Co appointed; awaiting member approval.
• Secretarial Auditor: Neha P. Agrawal appointed; not approved previously.

Related party transactions

• Agri Tech (India) Ltd: accrued interest ₹6434.68 lakh; CIRP pending.
• Nath Bio-Technologies Ltd & Nath Bio-Genes India Ltd: recoveries and balances noted.

Regulatory compliance & going concern

• Non-compliances with SEBI LODR; stock exchanges levied penalties; trading suspended.
• Auditors emphasize CIRP and going concern uncertainty.
• No internal audit as of 31-03-2026; plan to appoint.

Operations & subsidiaries

• No subsidiary; no material operating revenue in FY2025-26.

Outlook & risks

• Management evaluating revival strategies; focus on reviving operations and financial position.

Record Date for AGM

• Record date is 24th April 2026 for the 45th Annual General Meeting
• AGM scheduled on 5th May 2026
• Purpose of record date is for AGM entitlement

AGM Details

• AGM scheduled on May 5, 2026 at 11:00 AM IST, physical venue at registered office
• Remote e-voting from May 2 to May 4, 2026; cut-off date April 24, 2026

Key Resolutions

• Adoption of audited financial statements for FY 2024-25 (ordinary resolution)
• Appointment of Secretarial Auditor for 5 years from FY 2025-26 (ordinary resolution)
• Re-appointment of Mr. Vadla Nagabhushanam as Independent Director for 5 years (special resolution)
• Re-appointment of Mr. Madhukar Deshpande as Independent Director for 5 years (special resolution)
• Appointment of M/s KP Sahasrabudhe & Co. as Statutory Auditors to fill casual vacancy (ordinary resolution)

Dividend

• No dividend recommended for FY 2024-25

Director Changes

• Re-appointment of two Independent Directors for second 5-year terms
• No retirement by rotation resolution included due to only one director on board
• Two directors ceased to act in 2024 due to non-regularization

Auditor Appointments

• M/s KP Sahasrabudhe & Co. appointed as Statutory Auditors from Feb 11, 2026 till ensuing AGM
• M/s Neha P Agrawal appointed as Secretarial Auditor for 5 years from FY 2025-26

Related Party Transactions

• All related party transactions were at arm’s length and in ordinary course
• No material related party transactions with promoters or KMP during FY 2024-25
• Related party transactions approved by Audit Committee and Board till CIRP commencement

Corporate Insolvency Resolution Process

• Company admitted to CIRP on Jan 2, 2025; Board powers suspended and vested with Resolution Professional
• CIRP terminated by NCLAT order on Dec 15, 2025; Board powers restored
• Management and governance under Resolution Professional during CIRP

Financial Performance

• No revenue during FY 2024-25; loss after tax of Rs. 82.70 lakhs
• Total assets Rs. 8546.48 lakhs; equity Rs. 1092.03 lakhs; borrowings Rs. 7010.54 lakhs
• Negative retained earnings and other equity of Rs. 340.57 lakhs
• Cash and cash equivalents increased to Rs. 401.46 lakhs

Corporate Governance

• Board had 4 directors as of March 31, 2025; non-compliance with SEBI Regulation 17 on board composition
• No women director or managing director on board
• Board and committee meetings suspended during CIRP; resumed after CIRP termination
• Audit, Nomination & Remuneration, and Stakeholders Relationship Committees existed pre-CIRP
• One investor complaint received and resolved during FY 2024-25

Compliance and Non-Compliance

• Non-compliance with SEBI LODR Regulation 17 on board composition and related governance
• Trading suspended by NSE from Nov 18, 2024 due to non-compliance
• No resolutions passed in last AGM including adoption of financial statements
• No managing director appointed; no woman director on board
• Penalty imposed by SEBI borne by company for disclosure deficiencies

Audit Observations

• Qualified audit opinion due to non-provision of accumulated interest on loans
• Going concern assumption used despite CIRP proceedings
• Uncertainty on recoverability of advances for real estate development
• Accounts subject to confirmations and reconciliations
• Internal financial controls adequate and operating effectively as at March 31, 2025

Share Capital and Shareholding

• Paid-up equity share capital Rs. 1432.60 lakhs divided into 14,326,000 shares of Rs.10 each
• Preference share capital Rs. 78 lakhs in 78,000 redeemable preference shares
• Promoters hold 17.52% of equity shares
• 48% of shares dematerialized as of March 31, 2025

Other Approvals and Policies

• Whistle blower policy in place; no complaints received
• No CSR obligations applicable
• Code of Conduct adopted; compliance not applicable during CIRP
• No ESOPs or convertible instruments issued