Key Dates and Events

  • Cut-off Date for E-voting: Revised to September 19, 2026
  • Remote E-voting Period: September 22, 2026 (09:00 AM) to September 25, 2026 (05:00 PM)
  • AGM Date: September 26, 2026 at 1:00 PM through Video Conferencing
  • Register of Members Closure: September 19, 2026 to September 26, 2026 (both days inclusive)

Financial Performance Highlights (Standalone FY 2025-26)

  • Total Income: ₹2,581.10 lakhs
  • Profit/(Loss) before exceptional items and tax: ₹(689.00) lakhs
  • Exceptional items: ₹20.60 lakhs
  • Profit/(Loss) before tax: ₹(709.60) lakhs
  • Tax Expense: ₹650.64 lakhs (deferred tax)
  • Profit/(Loss) after tax: ₹(1,360.24) lakhs
  • Reserves and Surplus: ₹3,482.50 lakhs
  • Earnings per Share: ₹(27.20)
  • Paid-up Equity Share Capital: ₹100.00 lakhs (reduced from ₹1,579.05 lakhs)

Capital Structure Changes

  • Preferential Issue: Issued 50,00,000 equity shares of ₹2 each on April 03, 2025 as per NCLT-approved Resolution Plan
  • Offer for Sale: Promoter Baumann Dekor Private Limited sold 2,50,000 shares (5%) in July 2025 and 1,38,660 shares in March 2026 to achieve minimum public shareholding
  • Post-OFS Shareholding (as on March 31, 2026): Promoter 92.23%, Public 7.77%
  • Further Sales: 1,11,340 equity shares sold in open market on April 06, 2026 to achieve 10% public shareholding

Auditor Changes

  • Resignation: M/s B K Shroff & Co. resigned as Statutory Auditors effective June 18, 2026
  • Appointment: M/s Vyas & Vyas appointed as Statutory Auditors effective July 07, 2026 till conclusion of 80th AGM
  • Proposed Appointment: Resolution to appoint M/s Vyas & Vyas for 5 years until 85th AGM

Key Resolutions for Shareholder Approval

Ordinary Business

1. Adoption of audited standalone financial statements for FY 2025-26

2. Re-appointment of Mr. Ramesh Chandragiri Reddappa (DIN: 10535137) who retires by rotation

3. Appointment of M/s Vyas & Vyas as Statutory Auditors for 5 years

Special Business

4. Appointment of M/s Vyas & Vyas to fill casual vacancy caused by resignation of previous auditors

5. Providing corporate guarantee of ₹35 crores and creating mortgage/charge on assets for credit facilities of Baumann Dekor Private Limited

6. Increase in NRI/OCI investment limit from 10% to 24% of paid-up capital

7. Enhancement in limits of investments/loans/guarantees/securities under Section 186 to ₹2,000 crores

8. Conversion of loan into equity pursuant to NCLT-approved Resolution Plan for Baumann Dekor Private Limited

9. Approval for availing non-interest-bearing unsecured loan up to ₹50 crores from Mr. Ajay Bikram Singh with conversion option

Material Related Party Transactions (Items 10-16)

The company seeks approval for material related party transactions with multiple entities for FY 2026-27 to FY 2028-29:

  • Warps and Wefts FZC: ₹20 crores each year
  • Design Coordinates FZC: ₹20 crores each year
  • Baumann Dekor Private Limited: ₹20 crores each year
  • Consilio Resource Private Limited: ₹5 crores each year
  • Baumann Dekor FZC: ₹20 crores each year
  • Shakuntla Sampling: ₹20 crores each year
  • Trendz Building Materials Trading LLC: ₹20 crores each year

Board Composition and Changes

  • Chairman: Mr. Ajay Bikram Singh (Non-Executive Non-Independent Director)
  • Executive Directors: Mr. Sunil Kumar (CFO), Mr. Ramesh Chandragiri Reddappa
  • Independent Directors: Mr. Deepak Kumar Gupta, Mr. Praveen Kumar Agarwal, Ms. Jyothi Thomas
  • Key Managerial Personnel: Mr. Sunil Kumar (CFO until June 30, 2026), Mr. Ayush Goel (CFO from July 01, 2026), Mr. Nitin Dubey (Company Secretary)
  • Company Secretary Change: Mr. Ravi Kumar resigned November 10, 2025; Mr. Nitin Dubey appointed December 04, 2025

Financial Impact Disclosure

The disclosure provides quantitative figures for financial performance but does not specifically quantify the financial impact of all proposed resolutions. The related party transactions are stated to be in ordinary course of business at arm's length terms.