Pearl Green Clubs and Resorts Limited (PGCRL) is an Indian listed public company that has undergone a significant strategic pivot. Originally incorporated with a focus on the hospitality sector (formerly **Rasam 18 Resorts and Clubs Limited**), the company has transitioned its core operations to the **trading of agriculture and food products**. Listed on the **BSE SME Platform** since **July 2022**, the company is currently focused on aggressive capital mobilization to fund its expansion into the organized dairy and value-added food markets. --- ### Strategic Market Positioning: The Shift to Organized Dairy While the company’s name retains its hospitality origins, PGCRL now operates in a **single reportable segment** focused on agricultural commodities. The management has identified the **Indian Dairy industry** as its primary growth engine. * **Market Transition:** The strategy centers on capturing the shift from unorganized local supply to **organized branded markets**. * **Product Mix:** A specific focus is placed on **value-added milk products**, which offer higher margins compared to liquid milk and cater to increasing urbanization and rising per capita spending in India. * **Operational Framework:** The company utilizes a trading-based model, leveraging market demand for dairy and food items. Financials are maintained under **Indian GAAP** on an accrual basis, with assets managed according to a standard agricultural trading operating cycle. --- ### Capital Structure and Fundraising History Since its IPO, PGCRL has frequently adjusted its capital base to support business growth, capital expenditure, and new initiatives. | Event / Funding Source | Details | | :--- | :--- | | **IPO Listing Date** | **July 7, 2022** (BSE SME Platform) | | **IPO Issue Details** | **6,30,000 equity shares** at **₹186** (₹10 face value + ₹176 premium) | | **Paid-up Capital (March 2025)** | **₹2,67,71,000** (**26,77,100 Equity Shares** of ₹10 each) | | **Preferential Allotment (2025)** | **₹572.76 Lakhs** received; **₹566.40 Lakhs** utilized for general corporate purposes | | **Authorized Capital Growth** | Increased from **₹2.50 Crore** (2023) to **₹10.00 Crore** (April 2026) | **Key Capital Adjustments:** * **August 2023:** Allotted **108,000 shares** at **₹185** via private placement. * **September 2023:** Initiated **First Call money** on **1,695,600 partly paid-up shares** to solidify the capital base. * **April 2024:** Corrected administrative errors in previous allotments, resulting in a finalized allotment of **3,09,600 Equity Shares**. * **May 2024:** Withdrew a proposed preferential issue of **1,088,400 shares** (originally intended to raise ~**₹31.99 Crore**). --- ### Financial Performance Summary The company’s recent financial trajectory shows rising revenues but a transition into a net loss position as of the latest fiscal year, reflecting increased operating costs and administrative overhead. | Particulars (INR in Lakhs) | FY 2024-25 | FY 2023-24 | FY 2022-23 | FY 2021-22 | | :--- | :---: | :---: | :---: | :---: | | **Total Revenue** | **842.00** | **779.00** | **994.88** | **476.04** | | **Total Expenses** | **861.00** | **797.00** | **971.61** | **435.00** | | **Profit / (Loss) After Tax** | **(17.86)** | **4.06** | **17.67** | **31.50** | | **Dividend Declared** | **NIL** | **NIL** | **10% (₹1.00/sh)** | **NIL** | **Financial Observations:** * **Revenue Growth:** Revenue increased by **8.02%** year-on-year in FY 2024-25, though it remains below the FY 2022-23 peak. * **Profitability Compression:** The shift to a **Net Loss of ₹17.86 Lakhs** was driven by **Operating & Administrative Expenses** rising to **₹8.61 Crore**. * **Cost Efficiency:** Finance costs were successfully reduced from **₹0.24 Lakhs** to **₹0.05 Lakhs** year-on-year. * **Shareholder Returns:** No dividend was declared for FY 2024-25; the board opted to retain all earnings/losses within the Statement of Profit & Loss rather than transferring to general reserves. --- ### Corporate Governance and Leadership Reconstitution The company underwent a comprehensive board and administrative restructuring between 2024 and 2026 to align with its new strategic direction. * **Executive Leadership:** * **Mr. Hemantsingh Naharsingh Jhala:** Appointed **Managing Director** for a 5-year term starting **April 2026**. * **Ms. Sanju:** Serving as **Whole Time Director** (August 2024 – August 2029). * **Mr. Mohit Sunil Nagdev:** Appointed as **Additional Director** in February 2026. * **Independent Oversight:** **Ms. Durga Kumar Modi** was appointed as an Independent Director in **April 2026**, following the resignation of **Ms. Sayli Akshay Shelke**. * **Audit & Compliance Partners:** * **Statutory Auditors:** **KPSJ & Associates LLP** (Term: 2024–2029). * **Secretarial Auditors:** **M/s JCA & Co.** (Term: 2025–2030). * **Registered Office:** Relocated in October 2024 to **Office No. 608, Shivalik Satyamev, Ambli, Ahmedabad, Gujarat**. --- ### Risk Factors and Compliance Disclosures Investors should note specific operational and regulatory risks identified in recent statutory filings. **Operational & Environmental Risks:** * **Climate Sensitivity:** The dairy segment is highly vulnerable to **water scarcity** and **rainfall deficits**, which impact fodder availability and milk supply chains. * **Inflationary Pressures:** Rising costs for **transport, storage, and raw materials** pose a threat to trading margins. * **Human Capital:** The company operates with a lean team of **05 permanent employees**; attrition of key staff or labor shortages could disrupt operations. **Regulatory & Procedural Lapses:** * **Auditor Resignation:** In **July 2024**, previous auditors (M/s Kapish Jain & Associates) resigned, citing a "significant increase in scope" related to **resort construction activities** that were not commensurate with the agreed fees. * **Filing Delays:** The company failed to file FY 2023-24 financial results within the SEBI-prescribed timeline and missed disclosures under **Regulation 31(4)** of SEBI (SAST) Regulations. * **Secretarial Omissions:** **Form MGT-14** was not filed for several key actions, including the regularization of directors and approval of related party transactions. * **Taxation:** The company reports **disputed tax liabilities** as of August 2025, though management maintains these will not materially impact the financial position. --- ### Human Resources and Remuneration * **Workforce:** As of **March 31, 2025**, the company employs **05 permanent staff**. * **Remuneration Trends:** In FY 2024-25, the **median employee remuneration** increased by **65.69%**, while **managerial remuneration** decreased by **78.00%**. Notably, **no remuneration** was paid to Directors during the FY 2024-25 period.