Svaraj Trading and Agencies Limited is a Mumbai-based listed entity currently undergoing a fundamental strategic pivot. Historically focused on **General Trading and Financial Services**, the company is transitioning toward a technology-driven manufacturing model, specifically targeting the automated food processing sector. Under the leadership of Managing Director **Harendra Gupta** (re-appointed through **July 2028**), the firm is leveraging over **30 years** of expertise in project finance to oversee this capital-intensive transformation. --- ### **Strategic Pivot: The Engineering & Food-Tech Vertical** In **FY 2023-24**, the company formally expanded its operational scope by amending its **Memorandum of Association (MOA)** to include **Clause 2A**. This allows the firm to design, develop, and manufacture industrial and consumer products, marking its entry into the **Engineering Business**. The cornerstone of this transition is the **Roti Master Project**, a specialized food-tech initiative acquired from **Miraj Multiservices Private Limited** in **March 2024**. #### **Project Asset Allocation** The acquisition, valued at **Rs. 11 Crores**, includes a comprehensive transfer of physical and intellectual property: | Asset Category | Value / Detail | Status | | :--- | :--- | :--- | | **Capital Work-in-Progress (CWIP)** | **Rs. 4.6 Crores** | Running plant currently in **R&D phase** for product modification. | | **Intangible Assets (IP)** | **Rs. 2.0 Crores** | Purchase of **Intellectual Property Rights**, including proprietary algorithms and drawings. | | **Inventories** | **Rs. 4.4 Crores** | Specialized materials and components for machine assembly. | | **Technology Transfer** | **Algorithms & Test Results** | Integration of technical data to establish a competitive edge in automated cooking. | --- ### **Core Business Segments & Operational Infrastructure** The company’s current structure is divided into two primary verticals, though revenue generation remains in a developmental phase. * **Engineering Business:** Focused on the manufacturing and marketing of the **Roti Master** automated kitchen appliances. This segment is the primary driver of future growth. * **General Trading:** Traditional operations involving the import, export, and distribution of various products. While currently dormant, it remains a registered business line. **Physical Infrastructure:** As of **March 31, 2025**, the company does not own **freehold or leasehold immovable properties** (land or buildings). Its asset base is concentrated in plant, machinery, and intellectual property. To ensure asset integrity, the company maintains a **three-year phased verification program** for all Property, Plant, and Equipment (**PPE**). --- ### **Financial Performance & Capital Structure** The company is currently characterized by high liquidity and investment-driven income, with a notable absence of core operational revenue as it scales its engineering segment. #### **Three-Year Financial Summary** | Particulars (₹ in Lakhs) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Revenue from Operations** | **Nil** | **Nil** | **Nil** | | **Other Income** | **12.70** | **40.02** | **27.83** | | **Total Income** | **12.70** | **40.02** | **27.83** | | **EBITDA** | **(49.20)** | **6.77** | **(3.52)** | | **Profit / (Loss) After Tax** | *Not Disclosed* | **(0.51)** | **(8.22)** | #### **Capital and Shareholding** * **Authorized Share Capital:** **Rs. 17.50 Crores** (**1.75 Crore** equity shares of **Rs. 10** each). * **Paid-up Equity Capital:** **Rs. 14.75 Crores**. * **Promoter Re-classification:** As of **April 2026**, the company is processing the re-classification of **Mukesh Vaishnav** (**2.96%** holding) and **Shankar Das Vairagi** (**0%** holding) from the **'Promoter Group'** to the **'Public'** category. * **Dividend Policy:** The Board has maintained a **No Dividend** stance to preserve capital for the engineering transition. --- ### **Risk Profile and Material Uncertainties** Investors should note significant operational and compliance headwinds that accompany the company's transition phase. #### **Operational & Liquidity Risks** * **Revenue Stagnation:** As of **September 2025**, the company reported **zero revenue** from core operations. * **Solvency Concerns:** Auditors have highlighted **material uncertainties** regarding the company’s ability to meet liabilities falling due within **one year**. * **Project Terminations:** A **₹8.95 Crore** advance for the **Roti Master** project was recently terminated due to performance delays, and a **₹5.50 Crore** advance for warehouse land remains outstanding without a registered agreement. #### **Governance and Compliance Gaps** * **Auditor Resignation:** Statutory auditor **M/s. R. Soni & Co** resigned on **July 31, 2024**, citing an inability to devote sufficient time. * **Consolidation Failures:** The company has opted **not to prepare consolidated financial statements**, despite legal requirements to include results from **Crystal Infrabuilds Private Limited** and **Mountain Vintrade Private Limited**. * **Regulatory Lapses:** The company faced periods of non-compliance regarding the mandatory appointment of a **Company Secretary & Compliance Officer** under **Section 203** of the Companies Act. --- ### **Future Growth Drivers and Mitigation Strategy** Despite current losses, management is focused on a long-term recovery plan centered on the following pillars: 1. **Manufacturing Expansion:** Transitioning from a trading-heavy model to a high-margin manufacturing model via the **Roti Master** plant. 2. **Cost Optimization:** Implementing strict administrative cost controls to improve **Earnings Per Share (EPS)**. 3. **Risk Management Framework:** Utilizing an **Audit Committee** to monitor credit risk and liquidity profiles, matching asset-liability maturities to stabilize the balance sheet. 4. **Macroeconomic Positioning:** Aiming to capture rising domestic **Purchasing Power** and potential **FDI** inflows in the specialized engineering sector.