Befound Movement Limited (formerly known as **Regency Trust Limited**) is an Indian listed entity currently undergoing a fundamental strategic transformation. Historically focused on financial trading and advisory services, the company is executing a comprehensive pivot toward the **construction and infrastructure sector**, supported by a corporate rebranding, geographical relocation, and a significant capital infusion. --- ### **Strategic Pivot: Transition to Construction and Infrastructure** The company is currently moving away from its legacy as a single-segment trading entity to establish a presence in the **construction business**. This shift is designed to optimize existing resources and capture emerging opportunities in the Indian real estate and infrastructure markets. * **MoA Amendment:** The company has formally amended the **Main Object Clause** of its Memorandum of Association (MoA) to authorize expansion into construction and complementary diversified ventures. * **Geographical Relocation:** To centralize operations near India’s primary financial and corporate hub, the company is shifting its **Registered Office from West Bengal to Maharashtra (Mumbai)**. * **Operational Integration:** Management intends to integrate these new business activities with existing frameworks to enhance **cost-effectiveness** and **operational efficiency**. --- ### **Capital Structure and Recent Fundraising Initiatives** Befound Movement Limited is aggressively raising capital to fund its new business foray and stabilize its balance sheet. | Metric | Details | | :--- | :--- | | **Authorised Share Capital** | **Rs. 10,00,00,000** | | **Paid-up Capital** | **Rs. 1,00,00,000** | | **Total Equity Shares** | **1,00,00,000** | | **Face Value** | **Rs. 10** per share | | **Dematerialization Level** | **99.69%** (as of March 2023) | **Preferential Issue of Warrants (June 2025):** The company has approved the issuance of **2,00,00,000 Convertible Warrants** at a face value of **Re. 1/- each**, aggregating to **Rs. 2,00,00,000**. These are issued on a preferential basis to Key Managerial Personnel (KMP) and Non-Promoter entities. **Planned Utilization of Funds (FY 2025-2026):** * **Construction Business Commencement:** **Rs. 1,00,00,000** allocated for the new operational pivot. * **Debt Reduction:** **Rs. 1,00,00,000** allocated to repay an interest-free unsecured loan provided by the Managing Director, **Mr. Rajesh Kapoor**. --- ### **Financial Performance and Solvency Analysis** The company’s recent financial history reflects a period of contraction and net losses, which the current strategic pivot aims to reverse. **Comparative Financial Summary:** | Metric | FY 2023-24 | FY 2022-23 | FY 2021-22 | | :--- | :--- | :--- | :--- | | **Net Profit / (Loss)** | - | **(Rs. 46,18,916)** | **(Rs. 2,57,631)** | | **Basic & Diluted EPS** | - | **(Rs. 0.46)** | **(Rs. 0.03)** | | **Return on Net Worth (RoNW)** | **-23.61%** | **-46.19%** | **2.58%** | | **Operating Profit Margin** | **4.55%** | - | - | | **Net Profit Margin** | **3.20%** | - | - | **Key Ratios and Liquidity (FY 2023-24):** * **Debt Equity Ratio:** **1.02** * **Current Ratio:** **0.79** * **Debtors Turnover:** **2.01** * **Inventory & Interest Coverage:** Reported at **Nil**, reflecting the asset-light trading nature of previous operations. * **Dividend Policy:** The Board has **not recommended any dividend** for FY 2024-25 to preserve liquidity for the construction expansion. --- ### **Governance, Leadership, and Compliance Status** The company is restructuring its leadership to strengthen oversight during its transition, though it has faced recent regulatory challenges. * **Core Leadership:** **Rajesh Kapoor** serves as the **Managing Director and CFO** (reappointed August 2022 for a **3-year term**). * **Board Appointments:** * **Devdas Sunder Shanti:** Appointed as **Independent Director** (September 2024) for a **5-year term**. * **Ganesh Badgujar:** Appointed as **Independent Director** (June 2025). * **Shareholding Distribution (March 31, 2023):** * **NSDL (Demat):** **44.10%** * **CDSL (Demat):** **55.59%** * **Physical:** **0.31%** * **Major Shareholder:** **Naresh Shah (7.87%)**. **Regulatory and Compliance Risks:** * **Board Vacancies:** The company failed to fill a casual vacancy for an Independent Director within the mandatory **three-month period** following the exit of **Mr. Ashok Gangar** (disqualified May 2024). * **Committee Non-Compliance:** Due to the aforementioned vacancy, the constitution of various Board Committees was **non-compliant** with the **Companies Act, 2013** during the 2024-2025 period. * **Related Party Transactions:** The company maintains a high reliance on director funding, with a **Related Party Loan** of **Rs. 88,03,331** from the MD for working capital. Shareholders approved RPTs up to **Rs. 1,00,00,000** for FY2024. --- ### **Risk Assessment and Outlook** Investors should weigh the company's aggressive growth plans against its current financial and regulatory standing. * **Accumulated Losses:** As of March 31, 2025, the company carries accumulated losses of **Rs. 5,47,02,620**. * **Going Concern:** Despite losses, management asserts the company is a **Going Concern**, banking on the success of the construction pivot to revitalize turnover. * **Legal Standing:** * **No** insolvency proceedings under the **IBC, 2016**. * **No** material orders from Regulators or Courts impacting operations. * **No** One Time Settlements (OTS) with financial institutions. * Securities remain active and have **not been suspended** from trading. * **Operational Risk:** The transition from a lean trading model to a capital-intensive construction model introduces significant execution risk and requires successful deployment of the **Rs. 2,00,00,000** warrant proceeds.