Tilak Ventures Ltd

Dematerialisation update

• Securities dematerialisation requests were processed, with acceptance/rejection confirmed to the depositories.
• Dematerialised securities have been listed on the exchanges where the original issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner.
• Processing completed within prescribed timelines.

Tilak Ventures Ltd – Trading Window closure from 1 October 2026; reopen 48 hours after declaration of unaudited Q2 & H1 2026 results (quarter ended 30 September 2026)

AGM Details

• AGM held on 24 September 2026 via VC/OAVM.
• Record date was 17 September 2026.
• Shareholders on record: 106,466.
• Attendees via video: Promoter Group 2, Public 64.
• Remote e-voting facility used; Scrutinizer appointed.
• All resolutions approved by requisite majority.

Resolutions & outcomes

• Agenda-1: Adoption of Audited Financial Statements approved.
• Agenda-2: Rotation/appointment of directors approved.
• Agenda-3: Appointment of Jay Bhatt & NY as Company Secretaries approved.
• Agenda-4: Re-appointment of Independent Director approved.
• Agenda-5: Related party transactions approved and amended.
• Voting overview: near-unanimous approval across all resolutions.

Dividend

• No dividend proposed or declared.

Related Party Transactions

• Approved and amended material related party transactions.

Director Changes

• Re-appointment of Independent Director approved.

AGM details

• AGM held on 24 September 2026 via VC/OAVM with quorum.
• Voting cut-off date: 17 September 2026.
• Remote e-voting window: 21–23 September 2026; results consolidated with AGM votes.
• Consolidated Scrutinizer's Report issued for remote and AGM voting.

Key resolutions

• Item 1: Adopt Standalone financial statements; approved.
• Item 2: Re-appoint Mrs. Tanu Agrawal as Director; approved.
• Item 3: Appoint Jay Bhatt & Associates as Secretarial Auditor; approved.
• Item 4: Re-appoint Vikash Kulhriya as Independent Director; approved.
• Item 5: Approve/amend Related Party Transaction limit; approved.

Voting outcomes

• Item 1 passed; in-favour ~99.9986% of valid votes.
• Item 2 passed; in-favour ~99.9981% of valid votes.
• Item 3 passed; in-favour ~99.998% of valid votes.
• Item 4 passed; in-favour ~99.998% of valid votes.
• Item 5 passed; in-favour ~99.996% of valid votes.

Auditors

• Secretarial auditor appointed: Jay Bhatt & Associates.

Directors

• Mrs. Tanu Agrawal re-appointed as Non-Executive Director.
• Vikash Kulhriya re-appointed as Independent Director for second term.

Related party

• Material related party transaction limit approved; no value disclosed.

Secretarial Auditor Appointment

• Appointment of M/s Jay Bhatt & Associates as Secretarial Auditor for 5 years (2026 AGM to 2031-32 AGM).

Independent Director Re-appointment

• Re-appointment of Vikash Kulhriya as Independent Director for second term (AGM 2026 to AGM 2031-32).

Profiles

• Profile: M/s Jay Bhatt & Associates, COP No. 28320, experienced in secretarial compliance.
• Profile: Vikash Kulhriya, Finance & Audit expert with banking statutory audit experience.

Deal details

• SPA has been executed to acquire 100% equity of Tilak Jewels Limited, making it a wholly owned subsidiary.
• Target entity: Tilak Jewels Limited, a Mumbai-based commodity trading company.
• Consideration is cash, at Rs 1 per share.
• Shareholding acquired is 100%.
• Indicative completion timeframe is within 15 days.
• The target engages in commodity trading, expanding Tilak Ventures' portfolio and synergies.
• Related-party status arises from common directors between Tilak Ventures and Tilak Jewels.
• Regulatory approvals are not applicable.
• Target incorporation date is 01 August 2026, with presence in India.
• Strategic rationale is to expand business portfolio and leverage growth opportunities.

Key Decisions

• Approved investment to acquire 100% equity of Tilak Jewels Limited.
• Tilak Jewels Limited to become a Wholly Owned Subsidiary after completion.

Secretarial Auditor appointment

• Re-appointment of M/s Jay Bhatt & Associates as Secretarial Auditor for five years.
• Appointment date: 24 September 2026; term till FY 2031-32.

Independent Director re-appointment

• Re-appointment of Vikash Kulhriya as Independent Director for a second term.
• Effective from 24 September 2026 to AGM FY 2031-32.
• Profile: Finance and Audit expert; experience in statutory bank audits.

AGM Details

• Date and mode: 24 September 2026, via VC/OAVM.
• Meeting time: 04:00–04:05 PM; e-voting window ends 30 minutes later.
• Voting cut-off for eligibility: 17 September 2026.
• E-voting window: 21–23 September 2026; Scrutinizer: Jay Bhatt & Associates.
• Attendance: 66 members present via VC/OAVM.

Key Resolutions

• Ordinary: Adopt standalone financial statements for FY ended Mar 31, 2026.
• Ordinary: Re-appoint Tanu Agrawal on rotation.
• Ordinary: Appoint Jay Bhatt & Associates as Secretarial Auditor.
• Special: Re-appoint Vikash Kulhriya as Independent Director for second term.
• Ordinary: Approve and amend Related Party Transactions.

Voting Status

• Outcome of resolutions not disclosed in filing; results to be announced within 48 hours.

Financial highlights

• Revenue from operations: 3,043.15 Lakh.
• Total income: 3,530.69 Lakh.
• Profit before tax: 1,368.91 Lakh.
• Net profit: 962.24 Lakh.
• Total comprehensive income: 389.37 Lakh.
• Basic EPS: 0.07; Diluted EPS: 0.15.
• Rights issue raised Rs 89.14 crore.
• Paid-up capital after rights issue: Rs 133.70 crore.
• Dividend for FY2025-26: Nil.
• Dematerialisation: 99.99% in Demat; 0.01% physical.
• Net cash flow from operating activities: -3,440.37 Lakh.

Segment performance

• Commodity revenue: 1,719.70 Lakh.
• Finance revenue: 1,323.45 Lakh.
• Total segment revenue: 3,043.15 Lakh.
• Commodity segment profit: 296.29 Lakh.
• Finance segment profit: 1,000.76 Lakh.
• Total segment profit: 1,297.05 Lakh.
• Unallocable expenses: 475.53 Lakh.
• Segment assets: Commodities 3,811.73 Lakh; Finance 551.28 Lakh.
• Total segment assets: 23,183.02 Lakh.

Capital structure & shareholding

• Authorised share capital: Rs 173.25 crore.
• Post rights issue: Paid-up capital Rs 133.70 crore.
• Rights issue funds raised: Rs 89.14 crore.
• Rs 88.54 crore utilized for working capital.
• Promoters hold 61.98%; Bodies Corporate 14.52%; Indian Public 22.76%.
• Dematerialisation: 99.99% Demat; 0.01% physical.
• Total equity: Rs 23,137.26 Lakh; total assets: Rs 23,183.02 Lakh.

Related party transactions

• Remuneration to related party: Girraj Kishor Agrawal Rs 240.00 Lakh.
• Kushagra Agrawal remuneration Rs 17.50 Lakh.
• Tarannum Bano remuneration Rs 0.90 Lakh.
• Cap on related party transactions: Rs 3.25 Crore per party for 2026-27.
• Balance with related parties: Hunnar Jewels Rs 1482.26 Lakh; Handful Investrade Rs 214.73 Lakh.
• Yosto Ventures ceased to be subsidiary; no continuing balance.

Governance & compliance

• Board size: six directors; 1 MD, 4 Independent, 1 Non-Independent Woman Director.
• Twelve board meetings; gap never exceed 120 days.
• Audit Committee: three members; four meetings.
• NRC: three members; three meetings.
• SRC: three members; four meetings.
• CSR Committee: three members; two meetings.
• Whistle blower policy; code of conduct on website.
• CEO/CFO certification in Annual Report; Annexure IX.

Subsidiaries & investments

• Yosto Ventures (India) Pvt Ltd ceased as a subsidiary on 04 Jun 2025.
• Control stake was 51.03% prior; sold 100% equity stake.
• Investments include Hunnar Jewels, Handful Investrade; NBV valuation risk noted.
• Unquoted equity: Hunnar Jewels Rs 1,482.26 Lakh; Handful Investrade Rs 214.73 Lakh.

Audits & internal controls

• Statutory auditors: Pravin Chandak & Associates LLP.
• NBV valuation risk highlighted for Hunnar Jewels investments in audit note.
• Internal controls: adequate but require strengthening.
• Secretarial audit: Jay Bhatt & Associates; Annexure II.
• No material fraud reported; internal audit function in place.

CSR & sustainability

• CSR expense: Rs 12.61 Lakh; 2% average net profit.
• CSR activity: Shri Balasaheb Mane Shikshan Prasarak Mandal; Maharashtra.

Risks & outlook

• F&O trading exposes to market risk; risk management in place.
• Indian market expected to outperform global markets; volatility persists.
• Operational risk and liquidity risk monitored; emphasis on sustainable growth.