Board Meeting Details

The Board of Directors meeting was held on Friday, 30th October 2026, commencing at 04:00 PM and concluding at 07:00 PM.

Key Decisions Approved

1. Financial Results Approval

The Board considered and approved the Standalone Unaudited Financial Results of the company for the half year ended 30th September 2026.

2. Authorized Share Capital Increase

Approved increase in Authorized Share Capital from ₹11,00,00,000 (11 crore) divided into 1,10,00,000 equity shares of ₹10 each to ₹16,00,00,000 (16 crore) divided into 1,60,00,000 equity shares of ₹10 each, subject to member approval and consequential alteration of Clause V of the Memorandum of Association.

3. Preferential Warrant Issuance

Approved issue, offer and allotment of up to 51,69,000 warrants convertible into 51,69,000 equity shares of face value ₹10 each on preferential basis to promoter/promoter group and public category investors.

  • Issue price shall not be less than minimum price determined per SEBI ICDR Regulations 2018
  • Conversion can be exercised within 18 months from allotment date
  • Subject to member approval

4. Valuation Appointment

Appointed Mr. Bhavin R. Patel (IBBI/RV/05/2019/11668), Registered Valuer, for conducting valuation of warrants and determining issue price.

5. EGM Convening

Decided to convene Ninth Extraordinary General Meeting on Monday, 30th November 2026 to seek approval for warrant issuance.

6. Relevant Date for Pricing

Fixed 30th October 2026 as Relevant Date for pricing the warrant issue per SEBI ICDR Regulations 2018.

7. E-voting Scrutinizer Appointment

Appointed CS Jinang Dinesh Kumar Shah, Proprietor of M/S Jinang Shah & Associates, Practicing Company Secretary, Ahmedabad to scrutinize e-voting process.

Warrant Issuance Details (Annexure A)

Investor Allocation

Total 51,69,000 warrants to be allocated to 22 investors:

Promoter/Promoter Group (30,75,000 warrants):

  • Abhishek Nathani: 8,04,000 warrants
  • Kiran Nathani: 6,00,000 warrants
  • Suchitra Nathani: 5,01,000 warrants
  • Raj Kumar Nathani: 3,90,000 warrants
  • Raj Kumar Nathani & Sons HUF: 3,90,000 warrants
  • Abhishek Nathani and Sons HUF: 3,90,000 warrants

Public Category (20,94,000 warrants):

  • Mit Bharatkumar Shah: 2,01,000 warrants
  • Naitri Anilkumar Morakhiya: 2,01,000 warrants
  • Ashaben Muktilal Doshi: 2,01,000 warrants
  • Rutu Naman Shah: 2,01,000 warrants
  • Babyvilla Clothing Private Limited: 2,01,000 warrants
  • Prashant Sharma: 1,74,000 warrants
  • Anil Surana: 1,14,000 warrants
  • Anilkumar Mahendrakumar Morakhiya: 1,14,000 warrants
  • Anita Jain: 1,02,000 warrants
  • Brijesh Kumar Dabaria: 1,02,000 warrants
  • Binod Kumar Tholia: 1,02,000 warrants
  • Saroj Chandak: 1,02,000 warrants
  • Neelu Sharma: 1,02,000 warrants
  • Surinder Goel HUF: 90,000 warrants
  • Pratik Verma: 57,000 warrants
  • Alkaben Bharatkumar Shah: 15,000 warrants
  • Anitaben Bharat Shah: 15,000 warrants

Capital Structure Impact

Post-issue shareholding pattern (on fully diluted basis assuming full conversion):

  • Promoter & Promoter Group: 90,77,800 shares (59.36% from 59.30% pre-issue)
  • Public: 62,14,400 shares (40.64% from 40.70% pre-issue)
  • Total: 1,52,92,200 shares (100.00% from 1,01,23,200 pre-issue)

Consideration

Cash consideration only.

Financial Results for H1 FY27 (30th September 2026)

Income Statement (₹ lakhs)

  • Revenue from Operations: ₹2,341.14
  • Total Income: ₹2,341.14 (no other income)
  • Total Expenses: ₹2,230.66
  • Cost of Material Consumed: ₹2,280.16
  • Employee Benefit Expense: ₹70.25
  • Finance Costs: ₹45.32
  • Depreciation: ₹12.15
  • Other Expenses: ₹228.68
  • Profit Before Tax: ₹110.48
  • Tax Expense: ₹36.86 (Current Tax ₹38.78, Deferred Tax Asset ₹1.92)
  • Net Profit: ₹73.62

Comparative Performance

| Period | Revenue | Net Profit | EPS (Basic) |

| H1 FY27 (30/09/2026) | ₹2,341.14 | ₹73.62 | ₹0.73 |

| H2 FY26 (31/03/2026) | ₹2,872.67 | ₹44.00 | ₹0.56 |

| H1 FY26 (30/09/2025) | ₹1,390.88 | ₹56.60 | ₹0.72 |

| Full FY26 (31/03/2026) | ₹4,263.55 | ₹100.60 | ₹1.29 |

Capital Structure

  • Paid-up Equity Share Capital: ₹1,012.32 lakhs (increased from ₹781.92 lakhs)
  • Face Value per Share: ₹10
  • Reserves and Surplus: ₹876.70 lakhs

Balance Sheet Position (as at 30/09/2026)

  • Total Equity: ₹1,889.02 lakhs
  • Total Liabilities: ₹3,273.30 lakhs
  • Total Assets: ₹3,273.30 lakhs
  • Current Assets: ₹3,147.61 lakhs (mainly Inventories ₹1,960.52 lakhs and Trade Receivables ₹1,112.86 lakhs)
  • Cash and Cash Equivalents: ₹19.44 lakhs

Cash Flow Statement

  • Net Cash Used in Operating Activities: ₹(550.97) lakhs
  • Net Cash Used in Investing Activities: ₹(2.91) lakhs
  • Net Cash from Financing Activities: ₹544.52 lakhs
  • Net Decrease in Cash: ₹(9.36) lakhs

Previous Fund Utilization

Company raised ₹357.12 lakhs through preferential issue on 24-03-2026. No deviation in use of funds reported for quarter ended 30-09-2026:

  • Working Capital: ₹285.70 lakhs utilized (₹300.96 allocated)
  • General Corporate Purpose: ₹71.42 lakhs utilized (₹75.24 allocated)