O. P. Chains Ltd

Demat/Remat status

• No requests for dematerialisation or rematerialisation were received during the quarter.
• Regulation 74(5) non-applicability for the quarter is confirmed.
• Certificate confirms non-applicability issued by the registrar and transfer agent.

O. P. CHAINS LIMITED – Trading Window shall remain closed from 1 October 2026 till the end of 48 hours from the declaration of Financial Results for the half year ending 30 September 2026

AGM details

• Date and time: 21 September 2026 at 11:00 IST; mode: physical.
• Record date: 14 September 2026; shareholders on record: 52.
• Voting: remote e-voting (Sept 18–20) and ballot voting at AGM.
• Shareholders present: promoters 2, public 4; videoconference attendees 0.
• Resolutions passed: 7 ordinary resolutions.

Resolutions and outcomes

• Adoption of audited financial statements for the year ended 31 March 2026; passed.
• Re-appointment of Ashok Kumar Goyal as director by rotation; passed.
• Regularization of Moon Goyal as Executive Non-Independent Director; passed.
• Regularization of Swapna Gupta as Independent Director; passed.
• Regularization of Praneeta Varshney as Independent Director; passed.
• Appointment of Moon Goyal as Whole-Time Director; passed.
• Approval of remuneration for Managing Director and related payments to Kumar Goyal; passed.

Director changes

• Ashok Kumar Goyal reappointed as director by rotation.
• Moon Goyal regularized as Executive Non-Independent Director.
• Moon Goyal appointed as Whole-Time Director.
• Swapna Gupta regularized as Independent Director.
• Praneeta Varshney regularized as Independent Director.
• Promoter group votes not counted for certain resolutions.

Directors and key management changes

• Re-appointment of Ashok Kumar Goyal as Director, Chairman and Whole-Time Director; retires by rotation.
• Regularization of Moon Goyal as Executive Non-Independent Director from 12 Aug 2026; cousin of Satish Kumar Goyal.
• Regularization of Swapnla Gupta as Non-Executive Independent Director for five years from Nov 27, 2025.
• Regularization of Praneeta Varshney as Independent Director for five years from Nov 27, 2025.
• Appointment of Moon Goyal as Whole-Time Director for five years from 12 Aug 2026.
• Re-appointment of Satish Kumar Goyal as Managing Director for five years.

AGM Details

• Date and time: 21 September 2026 at 11:00 AM.
• Mode: Physical meeting at registered office, Agra.
• Meeting duration: 11:00 AM to 01:00 PM.
• Record date: 14 September 2026.
• Shareholders on record: 52.
• Attendees: 6 shareholders present (2 promoter, 4 public).
• Remote e-voting period: 18–20 September 2026.

Resolutions & Voting

• Adopt audited financial statements; Board and Auditor reports. Outcome: pending.
• Special: Reappoint Ashok Kumar Goyal as Director (rotation). Outcome: pending.
• Regularize Moon Goyal as Executive Non-Independent Director. Outcome: pending.
• Regularize Swapnla Gupta as Independent Director. Outcome: pending.
• Regularize Praneeta Varshney as Independent Director. Outcome: pending.
• Appoint Moon Goyal as Whole-Time Director. Outcome: pending.
• Re-appoint Satish Kumar Goyal as Managing Director for 5 years. Outcome: pending.

AGM details

• Date and time: 21 September 2026 at 11:00 AM.
• Mode: physical meeting with facility for remote e-voting.
• Venue: 8/16 A, Seth Gali, Agra.
• Record date and book closure: 14 September 2026; 15–21 September 2026.

Key resolutions

• Adoption of audited financial statements for the year ended, with reports of the Board and auditors.
• Re-appointment of Ashok Kumar Goyal as Whole-Time Director, liable to retire by rotation.
• Regularization of Moon Goyal as Executive Non-Independent Director.
• Regularization of Swapnla Gupta as Independent Director for five years.
• Regularization of Praneeta Varshney as Independent Director for five years.
• Appointment of Moon Goyal as Whole-Time Director for five years with remuneration Rs 1,32,000.
• Re-appointment of Satish Kumar Goyal as Managing Director for five years with remuneration Rs 1,32,000.

Dividend

• Dividend not declared; no per-share dividend.

Director changes

• New directors appointed: Moon Goyal (Executive Non-Independent), Swapnla Gupta (Independent), Praneeta Varshney (Independent).
• Ashok Kumar Goyal reappointed as Whole-Time Director; Satish Kumar Goyal reappointed as Managing Director.
• Remuneration for Moon Goyal and Satish Kumar Goyal specified in the resolutions.

Auditors

• Statutory auditors Garima & Co. retained for five-year term to 2029.
• Secretarial Auditor RC Sharma & Associates appointed for 2025-26; no qualifications.

Related party transactions

• RPT policy threshold: Rs 50 crore or 10% turnover.
• Loans/advances to YTT Industries Private Limited stood at Rs 23,16,60,294.
• Sales to O.P. Chains Company amounted to Rs 1,42,09,472.

Other material approvals

• Remuneration policy for Directors and KMPs approved; posted on company site.
• No ESOPs granted; future ESOPs require shareholder approvals.

Financial performance

• Revenue from operations: 1,93,30,103.99 INR in FY2025-26.
• Total income: 3,46,40,763.99 INR.
• Profit after tax: 1,03,39,097.45 INR.
• Basic EPS: 1.51 INR.
• PAT declined YoY from 2,71,45,297.46 to 1,03,39,097.45.
• Transfer to general reserve: Rs 9.0 Cr.
• Dividend proposed: None.
• No borrowings; debt-equity ratio: 0.
• Cash and cash equivalents: Rs 4.03 Lakh.

Capital structure & equity

• Authorized capital: Rs 7.25 Cr; issued/subscribed: Rs 6.85 Cr.
• Capital unchanged during the year; shares: 68.50 lakh.
• Promoter holdings: Ashok Kumar Goyal 20.18%; Satish Kumar Goyal 17.23%.
• Promoter holdings: Raja Ram Software Solutions LLP 20.58%; Kusum Agarwal 14.19%.
• Total shares: 68.50 lakh; face value Rs 10.
• Listing: SME Platform, BSE.

Board & governance

• Sohini Bansal and Nikhil Sundrani ceased 29 Aug 2025.
• Moon Goyal appointed Additional Executive Director on 12 Aug 2026; regularization at AGM.
• Swapnla Gupta and Praneeta Varshney appointed Additional Independent Directors on 27 Nov 2025.
• Ashok Kumar Goyal continues as Chairman and Whole-Time Director.
• Satish Kumar Goyal re-appointed as Managing Director for five years.
• Audit Committee reconstituted effective 27 Nov 2025; members Abhishek Sharma, Swapnla Gupta, Satish Kumar Goyal.
• Independent Directors' separate meeting held on 30 Mar 2026.

Related party transactions

• YTT Industries Pvt Ltd loan outstanding: Rs 23,16,60,294 as on 31.03.2026.
• Loans balance rose from Rs 21,91,80,700 (2025).
• Sales to OP Chains Company: Rs 1,42,09,472 in year.
• Policy: material RPT threshold Rs 50 Cr or 10% turnover; Audit Committee approvals.
• Omnibus approvals used; quarterly Audit Committee reviews.

Internal controls & audit

• Secretarial Auditor MR-3 report: no qualifications.
• Internal financial controls are adequate and operating effectively.
• Internal Auditor: Aman Parashar; no qualifications noted.
• Separate independent directors’ meeting held; governance processes in place.

Risk & outlook

• Outlook: expand presence in Uttar Pradesh and nearby states.
• Risks: inflation, input costs, currency fluctuations, counterfeit/misuse impact.
• Mitigations: cost reduction, productivity improvements, and channel optimization.

AGM & listing details

• SME listing exemption from full corporate governance requirements.
• AGM date: 21 Sep 2026; cut-off: 14 Sep 2026.
• Remote e-voting: 18-20 Sep 2026; attendance permitted physically.
• Registrar & Transfer Agent: Bigshare Services Private Limited.
• Annual Report available on opchainsltd.com.

Key ratios & disclosures

• Current ratio: 39.22; Debt-Equity: 0.
• Net profit ratio: 53.49% (per chart in report).
• Basic EPS: 1.51; Return on equity: 15.09%.

AGM details

• Date/time/place: 21 Sep 2026, 11:00 AM, physical AGM at Agra address.
• Remote e-voting window: 18 Sep 2026 9:00 AM to 20 Sep 2026 5:00 PM.
• Cut-off for voting: 14 Sep 2026; record closure 15–21 Sep 2026.

Key resolutions

• Adopt audited financial statements for the year (Ordinary).
• Re-appoint Ashok Kumar Goyal as Whole Time Director (Ordinary).
• Regularize Moon Goyal as Executive Non-Independent Director (Ordinary).
• Regularize Swapnla Gupta as Independent Director for five years (Special).
• Regularize Praneeta Varshney as Independent Director for five years (Special).
• Appoint Moon Goyal as Whole-Time Director for five years with specified remuneration (Special).
• Re-appoint Satish Kumar Goyal as Managing Director for five years with remuneration (Special).

Dividend

• Dividend for the year not declared.

Director changes

• Ashok Kumar Goyal re-appointed as Whole-Time Director (retire by rotation).
• Moon Goyal regularized as Executive Non-Independent Director.
• Moon Goyal appointed as Whole-Time Director for five years.
• Swapnla Gupta regularized as Independent Director for five years.
• Praneeta Varshney regularized as Independent Director for five years.
• Satish Kumar Goyal re-appointed as Managing Director for five years.

Auditor appointments

• Statutory auditors Garima & Co.; five-year term until 2029.
• Secretarial auditors RC Sharma & Associates; appointed May 30, 2025.
• Internal auditors Aman Parashar; appointed for 2025-26.

Material related party transactions

• Loans to YTT Industries Private Limited: 23,16,60,294 as of 31.03.2026.
• Sales to related party O.P. Chains Company: 1,42,09,472.

Other material approvals

• Remuneration policy and governance disclosures; ESOPs not applicable.
• Capital structure unchanged; no material corporate actions reported.

Financial highlights

• Revenue from operations: Rs 1,93,30,103.99.
• Other income: Rs 1,53,10,660.00.
• Total income: Rs 3,46,40,763.99.
• Profit after tax: Rs 1,03,39,097.45.
• Basic EPS: Rs 1.51 per share.
• Transfer to general reserve: Rs 90,000.
• Dividend: not declared.
• Net cash from operating activities: Rs (24,97,852.91).
• Net cash from investing activities: Rs 28,31,066.00.
• Cash and cash equivalents year end: Rs 4,03,129.04.

Operations snapshot

• Primary segment: bullion and ornaments trading.
• Geography focus: Agra; expansion to UP states.
• No subsidiary or joint venture.
• Key customers: jewelers and ornament manufacturers.
• Trading volumes/capacity not disclosed.

Capital structure & liquidity

• Authorized capital Rs 7.25 cr; issued & paid-up Rs 6.85 cr.
• No long-term borrowings; debt-free.
• Current liabilities include short-term provisions and other payables.
• Net cash from operating activities negative Rs 24.98 lakh.
• Net cash from investing activities positive Rs 28.31 lakh.
• Year-end cash & equivalents Rs 4.03 lakh.
• Promoter holdings top promoters at 20.18% and 17.23%.

Dividend & shareholding governance

• Dividend for FY26: none declared.
• Shares listed on BSE SME Platform.
• AGM date: 21 Sept 2026; cut-off: 14 Sept 2026.
• Statutory auditor: Garima & Co.; no qualifications.
• Secretarial auditor: RC Sharma & Associates; no qualifications.
• Company Secretary: Amit Kaur Lamba.
• New independent directors appointed in Nov 2025; MD reappointment contemplated.

Governance & board changes

• New independent directors: Swapnla Gupta and Praneeta Varshney (Nov 2025).
• Moon Goyal proposed as Executive Non-Independent Director; appointed Aug 2026 board meeting.
• MD Satish Kumar Goyal reappointed for five years.
• Secretarial and internal audits reported with no qualifications.
• SS-1/SS-2 compliance; governance framework on company website.

Related party transactions & compliance

• RPT threshold: Rs 50 cr or 10% of turnover.
• Audit Committee approves RPTs; omnibus approvals used for recurring transactions.
• Loans to YTT Industries Pvt Ltd outstanding: Rs 23,16,60,294.
• Sales to O.P. Chains Company: Rs 1,42,09,472 (approx.).
• Annexure-E details RPT disclosures in AOC-2.
• No unusual RPTs reported.

Audits & internal controls

• Internal controls are adequate; Audit Committee oversight.
• Internal Auditor: Aman Parashar.
• Secretarial Auditor: MR-3; no qualifications.
• Going concern: no material uncertainty disclosed.
• Accounting and reporting aligned with applicable standards; MD/CFO certification provided.

Risks, outlook & strategy

• Outlook: inflationary pressures and cost challenges; expansion to UP markets.
• Risks: imitation/smuggled products and macro slowdowns.
• Strategy: deepen penetration; cost reduction and energy-saving initiatives.
• Risk management framework in place with board and Audit Committee oversight.