Key Quantitative Figures

Financial Performance (Standalone, ₹ in Lakhs):

  • Total Revenue: ₹4,680.04 (FY26) vs ₹4,676.17 (FY25)
  • Total Expenses: ₹4,538.05 (FY26) vs ₹4,781.15 (FY25)
  • Profit before Depreciation, Finance Cost and Tax: ₹141.99 (FY26) vs ₹271.25 (FY25)
  • Depreciation and Amortization: ₹7.07 (FY26) vs ₹83.17 (FY25)
  • Finance Cost: ₹192.02 (FY26) vs ₹293.06 (FY25)
  • Profit before tax: ₹11.17 (FY26) vs ₹(308.49) (FY25)
  • Provision for tax: ₹0.62 (FY26) vs ₹(0.21) (FY25)
  • Profit after tax: ₹10.55 (FY26) vs ₹(308.28) (FY25)

Share Capital:

  • Paid-up share capital: ₹5,80,80,000 (58,08,000 equity shares of ₹10 each)
  • No change in share capital during FY26

Key Balance Sheet Items (as at 31st March 2026):

  • Property, Plant and Equipment: ₹135.61 lakhs
  • Inventories: ₹2,019.42 lakhs
  • Trade Receivables: ₹1,092.35 lakhs (net of provision)
  • Cash and Cash Equivalents: ₹10.72 lakhs
  • Total Assets: ₹3,666.52 lakhs
  • Borrowings: ₹2,364.04 lakhs (₹380.64 non-current + ₹1,983.40 current)
  • Total Equity: ₹15.94 lakhs

Dates of Action

  • AGM Date: Wednesday, 30th September 2026 at 4:30 PM
  • Record Date: Thursday, 24th September 2026
  • E-voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
  • Book Closure: 24th September 2026 to 30th September 2026 (both days inclusive)

Parties Involved

Board of Directors:

  • Mr. Shonit Dalmia (Managing Director, DIN: 00059650)
  • Mr. Anshul Agrawal (Non Executive Non Independent Director, DIN: 02060092)
  • Ms. Priyanka Jha (Non-Executive Women Independent Director)
  • Mr. Riyazuddin Khan (Non-Executive Independent Director)

Key Managerial Personnel:

  • Mr. R.B. Somany (Chief Financial Officer)
  • Ms. Prerna Goyal (Company Secretary & Compliance Officer)

Auditors:

  • Statutory Auditors: M/s Bhuwania & Agrawal Associates, Chartered Accountants
  • Secretarial Auditors: M/s. Abhishek Wagh & Associates, Company Secretaries
  • Internal Auditors: M/s. Bhalawat & Co., Chartered Accountants

Subsidiary:

  • India Denim Limited (61.17% holding) - Under Corporate Insolvency Resolution Process per NCLT Ahmedabad order CP(IB) 361/AHM/2019 dated 22/09/2023

Business Operations Review

  • Revenue from operations: ₹4,680.04 lakhs (compared to ₹4,676.17 lakhs in previous year)
  • Profit of ₹10.55 lakhs (compared to loss of ₹308.28 lakhs in previous year)
  • No dividend recommended for FY26 to conserve resources
  • No change in nature of business during the year
  • No public deposits accepted during the year

Financial and Operational Impact

Subsidiary Status:

  • India Denim Limited under Corporate Insolvency Resolution Process since 22/09/2023
  • Board suspended and Interim Resolution Professional appointed
  • Suspended board has challenged admission order before Supreme Court (pending adjudication)
  • Financial statements for subsidiary not available for consolidation
  • Full provision made for investment in subsidiary company

Contingent Liabilities:

  • Corporate guarantee of ₹2,706.00 lakhs provided to bankers of India Denim Limited
  • Subsidiary accounts classified as NPA by bankers
  • Potential material impact on financial position as guarantee amount exceeds company's net worth

Trade Receivables:

  • Long outstanding receivables of ₹711.18 lakhs from Mudra Denims Pvt Ltd (under corporate insolvency)
  • Impairment provision of ₹35.56 lakhs made during FY26 (total provision ₹213.35 lakhs)
  • Net outstanding ₹497.83 lakhs as at balance sheet date
  • No legal proceedings initiated against debtors

Capital Structure Impact

  • No change in share capital during FY26
  • No dilution or holding changes reported

Cash Flow Implications

  • Operating cash flow: ₹122.10 lakhs
  • Investing cash flow: ₹708.13 lakhs (primarily from sale of fixed assets ₹710.75 lakhs)
  • Financing cash flow: ₹(856.37) lakhs (loan repayments and interest payments)
  • Net decrease in cash: ₹(26.15) lakhs

Corporate Governance

  • Board met 6 times during FY26
  • Audit Committee met 5 times
  • Nomination and Remuneration Committee met 1 time
  • Stakeholders' Relationship Committee met 4 times
  • Company policy on directors' appointment and remuneration in place
  • Annual performance evaluation of Board and committees conducted

Auditor Remarks

Statutory Auditors (Emphasis of Matter):

1. Trade receivables include ₹711.18 lakhs from Mudra Denims Pvt Ltd (under insolvency) with minimal recovery probability

2. Corporate guarantee of ₹2,706.00 lakhs to subsidiary's bankers - material impact possible if liability crystallizes

Secretarial Auditor Observations:

1. Interest-free loan to subsidiary without repayment stipulation not compliant with Section 186(7) of Companies Act 2013

2. Non-submission of consolidated financial results for quarters ended June 2025, September 2025, December 2025 and year ended March 2026

Management Response to Observations:

1. Interest-free loan extended considering subsidiary's financial condition

2. Consolidated results not prepared due to subsidiary's insolvency process and unavailability of financial information

Other Material Disclosures

  • No material changes between financial year end and report date
  • No significant material orders passed by regulators/courts
  • No fraud reported by auditors
  • No sexual harassment complaints during the year
  • Corporate Social Responsibility provisions not applicable
  • Business Responsibility and Sustainability Report not applicable
  • No transfers to Investor Education and Protection Fund

Voting Arrangements

  • E-voting through CDSL platform
  • Scrutinizer: CS Abhishek Wagh of Abhishek Wagh & Associates
  • Physical voting also available at AGM venue