Date, Location, and Type of Meeting

The 36th Annual General Meeting was held on Monday, September 28, 2026 at 12:00 noon (IST). The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in compliance with the Companies Act, 2013, SEBI LODR Regulations, 2015, and relevant circulars from the Ministry of Corporate Affairs and SEBI.

Summary of Proposed Resolutions and Implications

Two ordinary resolutions were proposed for shareholder approval:

1. To receive, consider, and adopt the audited financial statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors thereon.

2. To re-appoint Mr. Kapil J. Pathare (DIN: 01089517) as a Director, who retired by rotation and was eligible for re-appointment.

The adoption of the financial statements formalizes the FY26 results. The re-appointment of Mr. Pathare continues his tenure on the Board.

Voting Process and Methods Used

The Company provided a facility for remote e-voting on the resolutions prior to the meeting, as mandated by Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI LODR Regulations, 2015. For members who had not voted remotely, the facility for e-voting at the AGM was also available. The facility for appointment of proxies was not available as it was a virtual meeting.

Key Voting Outcomes

  • The total number of Members who attended the meeting through VC/OAVM was 93, including authorised representatives of bodies corporate.
  • The meeting had the requisite quorum as required under Section 103 of the Companies Act, 2013.
  • The voting results were to be declared upon receipt of the Scrutinizer's Report and were to be submitted to BSE Limited and National Stock Exchange of India Limited within two working days of the conclusion of the AGM.
  • The consolidated voting results for each resolution, together with the Scrutinizer's Report, were to be made available on the Company's website (www.vipclothing.in) and on the website of the e-voting agency, MUFG Intime India Private Limited.

Scrutinizer's Role and Findings

CS Ketan Ravindra Shirwadkar (Membership No. F13938 and COP No. 15386), Proprietor of M/s. KRS AND CO., Practising Company Secretaries, was appointed as the Scrutinizer. His role was to scrutinize both the remote e-voting and the e-voting conducted during the AGM. His report was to be submitted after the meeting, and the results were pending at the time of this summary.

Compliance with Laws and Regulations

The meeting was conducted in full compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Statutory Auditor's Report was noted to contain no qualifications, observations, or comments with a material adverse effect. The Secretarial Audit Report contained one observation, which was disclosed in the Board's Report along with management's response.

Key Financial and Operational Highlights from Proceedings

The Chairman's address highlighted the following financial and operational updates:

  • Financial Performance FY26: Revenue from operations increased by 7.15% to ₹253.83 crore from ₹236.89 crore in the previous year. EBITDA increased by 32.9% to ₹23.93 crore from ₹18.01 crore. Profit After Tax was ₹9.81 crore, marking a return to profitability.
  • Fundraising: Shareholders had approved a preferential issue of up to 2,12,00,000 convertible warrants at ₹22.50 per warrant at an EGM on June 11, 2026. Following exchange approvals, the Company allotted 84,75,000 warrants on September 12, 2026.
  • Business Strategy: Focus areas included strengthening brands (VIP, Frenchie, Feelings, Leader, Brat, Rivolta), expanding distribution across general trade, modern trade, e-commerce, and international markets, and implementing new ERP systems (Corporate Munim) for operational integration.

Names and Roles of Signatories

The document was signed by:

  • Rahul Soni, Company Secretary & Compliance Officer (Membership No.: A61305), who authored the covering letter to the NSE.
  • Dr. Sunil Pathare, Chairman and Managing Director (DIN: 00192182), who signed the main proceedings document.

Other Attendees

  • Directors: Six Directors, including four Independent Directors, were present.
  • Auditors: Mr. Manish Kankani, Partner of DMKH & Co., Statutory Auditors, was present.
  • Secretarial Auditor: CS Ketan Ravindra Shirwadkar was present in his capacity as Secretarial Auditor.

The AGM commenced at 12:00 noon and concluded at 1:55 p.m. (IST).