Date: 19 May 2026

Board Meeting Outcomes

The Board of Directors met on Tuesday, 19th May 2026, from 3:30 P.M. to 6:00 P.M. at the Corporate Office, 4th & 5th Floor, Gopal Bhawan, 199, Princess Street, Mumbai 400002. The following business was transacted:

Financial Results

Approved the Audited Standalone and Consolidated Financial Results for the 4th quarter and Financial Year ended on 31st March 2026, the Statement of Assets and Liabilities as at that date, and the Cash Flow Statement for the year.

Standalone Financial Results (FY Ended 31-Mar-26, Rs. in Lakhs)

  • Revenue From Operations: ₹135,578.44 (vs. ₹129,169.62 in FY25)
  • Total Income: ₹136,967.42
  • Profit Before Exceptional Item and Tax: ₹4,787.23
  • Exceptional Items: (₹891.38) [Due to provision for Labour Code implementation]
  • Profit Before Tax: ₹3,895.85 (vs. ₹2,972.70 in FY25)
  • Profit After Tax: ₹284.02 (vs. ₹213.91 in FY25)
  • Total Comprehensive Income: ₹2,561.38
  • Earnings Per Share (Basic & Diluted): ₹8.30
  • Paid-up Equity Share Capital: ₹1,711.60 Lakhs
  • Other Equity: ₹56,395.38 Lakhs

Consolidated Financial Results (FY Ended 31-Mar-26, Rs. in Lakhs)

  • Revenue From Operations: ₹135,628.07
  • Total Income: ₹137,014.29
  • Profit Before Exceptional Item and Tax: ₹4,668.21
  • Exceptional Items: (₹891.38)
  • Share of Profit in Joint Venture: ₹398.87
  • Profit Before Tax: ₹4,175.70
  • Profit After Tax: ₹312.00
  • Total Comprehensive Income: ₹2,895.03
  • Earnings Per Share (Basic & Diluted): ₹9.11
  • Other Equity: ₹56,778.56 Lakhs

Dividend Declaration or Non-Declaration

Recommended a Final Dividend of ₹1.00 per equity share of ₹5/- each for the financial year ended 31 March 2026. This is subject to the approval of members at the ensuing Annual General Meeting. If approved, this would result in a cash outflow of ₹342.32 lakhs.

KMP / Board / Auditor Changes

Reappointment of Whole-Time/Executive Directors

The Board recommended the re-appointment of the following Directors for a period of three years, effective 1st January 2027 to 31st December 2029, subject to shareholder approval:

  • Mr. Rakesh Mehra (DIN: 00467321) as Chairman and Whole-Time Director. He is a Chartered Accountant with over 39 years of experience in textiles, responsible for commercial and financial activities.
  • Mr. Ravindrakumar Toshniwal (DIN: 00106789) as Vice-Chairman and Whole-Time Director. He is a B.Tech (Chem.) from IIT Mumbai with over 38 years of experience, responsible for strategic decisions and fabric business.
  • Mr. Shaleen Toshniwal (DIN: 00246432) as Managing Director. He holds a Bachelor in Business Management and has over 22 years of experience, responsible for overall activities and the readymade garment business.

Appointment of Non-Executive Independent Director

The Board approved the appointment of Mr. Udeypaul Singh Gill (DIN: 00004340) as an Additional Director in the category of Non-Executive Independent Director, effective 20th May 2026, for a term of five years (until 19th May 2031), subject to shareholder approval. He is a board-level business leader with over four decades of experience in strategy, sustainability, and various industries including textiles. He is not related to any existing director.

Resignation of Company Secretary & Compliance Officer

Mr. Ketan Kumar Dave resigned from the position of Company Secretary ('CS') cum Compliance Officer and Key Managerial Personnel ('KMP') of the Company with effect from 19th May 2026 for better prospects. His resignation letter confirmed no material reason other than this.

Reappointment of Auditors

  • M/s. Ankit Maheshwari & Associates (FRN:015518C) were re-appointed as Chief Internal Auditor for FY 2026-27.
  • M/s. K.G. Goyal & Company (FRN: 000017) were re-appointed as Cost Auditor for FY 2026-27, subject to shareholder ratification of remuneration.

Change in Registrar to an Issue and Share Transfer Agent (RTA)

Approved the change of RTA from "M/s. Computech Sharecap Limited" to "M/s. Bigshare Services Private Limited" (SEBI Registration No: INR000001385). The transition will be effective upon completion of data transfer and execution of tripartite agreements. The effective date will be intimated to the exchanges later.

Auditor’s Report

The Statutory Auditors, M/s. K.G. Somani & Co LLP, issued unmodified (clean) audit opinions on both the Standalone and Consolidated Financial Results for the year ended 31st March 2026.

Other Operational / Strategic Disclosures

  • Exceptional Item: An expense of ₹891.38 Lakhs was recognized as an exceptional item due to the reassessment of employee benefit obligations following the implementation of the four Labour Codes by the Government of India, effective 21 November 2025.
  • Investment in Subsidiary: The Company invested a further ₹200 Lakhs in its wholly-owned subsidiary, Banswara Brands Private Ltd, during the quarter.
  • Trading Window: The Trading Window for insiders will reopen on Friday, 22nd May 2026.

No material disclosures under the following sections:

Disinvestment / Strategic Actions, Media Release / Investor Communication.