Active Clothing Co Ltd

AGM Details

• Date: 25 Sep 2026; Time: 3:00 PM; Mode: physical meeting in Mohali.
• Remote e-voting: 22–24 Sep 2026; cut-off: 18 Sep 2026.
• All ordinary resolutions passed; 99.99% of total votes cast in favour.

Resolutions

• Resolution 1: Adopt audited financial statements and reports; Passed.
• Resolution 2: Re-appoint director by rotation; replace Renu Mehra; Passed.

Director Changes

• Director re-appointment by rotation; replacement appointment in place of Renu Mehra.

AGM Details

• Date and time: 25 September 2026, 3:00 PM.
• Mode: physical meeting at Registered Office, Mohali.
• Voting: remote e-voting from 22 Sep 2026 9:00 AM to 24 Sep 2026 5:00 PM.

Ordinary Business

• Adoption of standalone financial statements for FY ended 31 March 2026: Passed.
• Re-appointment of Mrs. Renu Mehra as director: Passed.

Voting Results

• All ordinary resolutions approved.
• No significant dissent noted.

Director Changes

• Director retirements/appointments: Mrs. Renu Mehra re-appointed.

Auditors

• No changes to auditors or secretarial auditors reported.

Dividend

• No dividend proposed or declared.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No other material approvals reported.

Active Clothing Co Ltd — Closure of Trading Window from 01 October 2026 until 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026.

Financial performance

• Revenue from operations: ₹31,643.63 lakh (FY26), up 6.85%.
• Total income: ₹31,831.10 lakh, up 7.13%.
• EBITDA: ₹29.39 crore; EBITDA margin 9.23% in FY26.
• PAT: ₹10.05 crore; PAT margin 3.16%.
• EPS: ₹6.48; YoY growth 18.9%.
• Total borrowings ₹125.5 crore; D/E 1.35; Current ratio 1.41x.
• Dividend: no dividend recommended for FY25-26.

Fundraising & capital structure

• Approved issue of up to 20 lakh convertible warrants at ₹115 each (up to ₹23 crore).
• Upfront 25% of issue proceeds received; preferential issue approved Feb 26, 2026.
• 400,000 share warrants approved; warrants convertible to equity at exercise.

Dividend & capital allocation

• No dividend declared due to expansion plans; profit transferred to reserves.

Audit & governance

• Statutory auditors Kapoor Rajesh & Associates, appointed for five years to 2030.
• Auditors' report: no qualifications; no fraud; internal controls adequate.
• Secretarial auditor MR-3: no qualifications; Annexure A attached.
• Independent directors confirmed independence; board comprised MD, 1 NED, 2 Independents.
• Seven board meetings held during FY2025-26.

CSR & sustainability

• CSR expenditure ₹12.648 lakh; average net profit ₹631.50 lakh; CSR obligation ₹12.63 lakh.
• Project: Eradication of Hunger in Badali Ala Singh; location Fatehgarh Sahib; funds ₹12.64 lakh.
• CSR committee met twice in the year.

Operations & product diversification

• Product diversification into knitted accessories, toys, and athleisure.
• Integrated design-to-manufacture platform supports revenue growth and client relationships.
• Solar power system ~500 kW; approx. 655.48 MWh annual generation.

Outlook & risks

• Indian economy expected to grow 6.8-7.2% in 2026-27; textile policy to boost sector.
• Risks include raw-material volatility, pricing pressure, demand shifts, and regulatory changes.

Expansion details

• Expansion across manufacturing facilities to enhance production capacity and support anticipated growth.
• Flat Knitted Sweaters Division: contract with Ningbo Cixing Co. Ltd. for 106 flat knitting machines.
• This expansion strengthens capacity, productivity, enabling higher volumes and a wider product range.
• Circular Knits (T-shirts) Division: expansion to increase manufacturing capacity to meet growing customer base.
• Combined expansion is expected to drive higher production and sales, supporting top-line growth.
• Machinery to be installed and commissioned in a phased manner during FY 2026-27.

AGM Details

• AGM on 25 September 2026 at 3:00 PM in Mohali.
• Mode: physical meeting with remote e-voting facility.
• Register of Members and Transfer Books closed 19-25 September 2026.

Resolutions

• Adopt Audited Standalone Financial Statements for year ended 31 March 2026.
• Re-appoint Mrs. Renu Mehra as Director by rotation.

Director Changes

• Renu Mehra to be reappointed; Non-Executive Director, five-year term.

Voting Update

• Voting results not disclosed in this filing.

Key approvals

• Approved Board Report with annexures for the year ended 31 March 2026.
• Approved Notice of 24th AGM.
• Approved book closure from 19 to 25 September 2026.
• Appointed Mrs. Poonam Sethi as Scr scrutinizer for AGM.
• AGM date, time, and venue finalized: 25 September 2026, 3:00 PM, Mohali.

Meeting Details

• Board meeting scheduled on 31 August 2026 at 11:00 A.M. at E-225, Phase-VIIIB, Mohali.

Key Agenda Items

• To consider and approve the Directors' Report and annexures for year ended 31 March 2026.
• To approve the draft notice of the 24th AGM and decide the AGM date, time, and venue.
• To consider and fix the Book Closure Date for the 24th AGM.
• To appoint a Scrutinizer to conduct voting for the 24th AGM.

Other Notes

• Intimation date for board meeting: 25 August 2026.

Pan-India distribution expansion

• Entered pan-India shop-in-shop distribution for Levi's, Nike, Jordan Kids and Ben Sherman Men's via Apparel Group.
• Apparel Group is the authorized Indian licensee for these brands.
• Projected incremental revenue of ~₹100 crore over 3-4 years, subject to market conditions and execution.
• Represents milestone from regional to pan-India distribution and retail operations platform.
• MD Rajesh Kumar Mehra signed on behalf of Active Clothing Co Limited.
• Date: 24.08.2026.