Angel Fibers Ltd

AGM Details

• 13th AGM held on Saturday, 22 August 2026, at 11:00 A.M. physical at registered office, Jamnagar.
• Meeting concluded at 11:45 A.M.

Key Resolutions

• To receive, consider and adopt audited financial statements for FY 2025-26 (Ordinary).
• To reappoint Pankajbhai Bhimani by rotation (Ordinary).
• Approval of material RPT with Redeco Fibers Private Limited (Ordinary).
• Approval of material RPT with Haripriya Spinning Mill Private Limited (Ordinary).
• Approval of material RPT with Murlidhar Worldtrade Private Limited (Ordinary).
• Approval of remuneration of Cost Auditor (Ordinary).
• Reappointment of Rutvikkumar Prabhudas Bhensdadiya as Independent Director for second term (Special).

Director Changes

• Reappointment by rotation of Pankajbhai Becharbhai Bhimani as Director (Ordinary).
• Reappointment of Rutvikkumar Bhensdadiya as Independent Director for second term (Special).

Auditors & Remuneration

• Remuneration of Cost Auditor approved.

Material Related Party Transactions

• Approval of material RPT with Redeco Fibers Private Limited.
• Approval of material RPT with Haripriya Spinning Mill Private Limited.
• Approval of material RPT with Murlidhar Worldtrade Private Limited.

AGM details and notice delivery

• AGM scheduled for 22 August 2026 at 11:00 IST at the registered office.
• Notice and Annual Report accessible online for members without registered email IDs.
• Cut-off date for notice dispatch: on or before 24 July 2026.
• Cut-off date for e-voting eligibility: 17 August 2026.
• Remote e-voting window: 19 August to 21 August 2026.
• Mode of meeting: AGM in physical mode.

AGM Details

• AGM scheduled on Aug 22, 2026 at 11:00 IST at registered office, Jamnagar.
• Notice and Annual Report for FY 2025-26 available via provided web links.
• Cut-off date for notice dispatch: July 24, 2026.
• Cut-off date for e-voting eligibility: September 15, 2025.
• Remote e-voting window: Aug 19, 2026, 09:00 IST to Aug 21, 2026, 17:00 IST.
• Mode of meeting: AGM in physical mode.
• Notice and AR available on NSDL and BSE portals.
• Unregistered email IDs: web-link to access documents provided to shareholders.

Financial performance

• Revenue from operations: 2,11,53,19,672 FY26; 2,00,91,41,654 FY25.
• Total revenue: 2,16,22,43,241 FY26; 2,05,62,80,270 FY25.
• EBITDA: 12,40,76,579 FY26; 12,57,94,612 FY25.
• Finance costs: 3,22,73,851 FY26; 4,26,99,803 FY25.
• Depreciation: 5,43,43,210 FY26; 6,36,57,076 FY25.
• Profit after tax: 1,28,08,082 FY26; 1,83,81,074 FY25.
• EPS basic/diluted: 0.51 FY26; 0.74 FY25.
• Dividend: No dividend recommended for FY25-26.
• Turnover rose 5.28%; profitability declined year-on-year.
• Net margin: 0.61% FY26 vs 0.91% FY25.

Debt & liquidity

• Total borrowings about Rs 34.45 crore (long-term Rs 19.16cr, short-term Rs 15.30cr).
• Secured SBI loan outstanding Rs 941.25 lakh.
• Debt-Equity ratio: 1.18; Current ratio: 1.48; DSCR: 1.41.
• Cash and cash equivalents: Rs 16.60 lakh.
• Total long-term borrowings Rs 1,915.65 lakh; short-term borrowings Rs 1,529.81 lakh.

Dividends & capital return

• Dividend: no dividend declared for FY2025-26.

Related party transactions

• Material RPTs with Redeco Fibers Private Limited; up to Rs 100 crore; approvals obtained.
• 2025-26 Redeco: Rs 7,03,79,895 recorded; 2026-27 potential up to Rs 100 crore.
• 2025-26 Haripriya Spinning Mill Private Limited: Rs 6,20,32,463 recorded.
• 2025-26 Murlidhar Worldtrade Private Limited: Rs 44,26,99,761 recorded.
• Aggregate proposed RPTs up to Rs 100 crore; 47.27% of listed entity turnover; 32.61% of Haripriya turnover.
• Promoters/promoter group abstain from voting; approvals via Audit Committee and Board.
• RPTs are arm's length and in the ordinary course; omnibus approvals obtained.

Corporate governance & board

• Board comprised 8 directors; MD Rohankumar Raiyani; Chairman Rameshkumar Ranipa.
• Independent directors: Hiteshkumar Chhaniyara, Jyoti Kataria, Rutvikkumar Bhensdadiya.
• Audit Committee: 3 members; Chair Hiteshkumar Chhaganbhai Chaniyara.
• Stakeholders Relationship Committee: chaired by Hiteshkumar Chhaganbhai Chaniyara.
• Nomination & Remuneration Committee: 3 independent directors.
• CSR Committee formed; CSR meeting held; CSR policy posted on website.
• Board meetings held: 6 in FY2025-26.
• Statutory auditors: M/s Chetan Agarwal & Co; Secretarial auditor: SCS & CO LLP.

Audits & risk flags

• Auditor's report: unmodified opinion on FY2025-26 financial statements.
• Secretarial audit: delays in board outcome upload; Rs 10,000 fine paid; waiver secured.
• Internal controls: adequate and operating; no material weaknesses reported.
• Governance: independent director performance evaluated; separate ID meeting held.
• No material fraud reported; no significant litigations impacting going concern.

CSR & sustainability

• CSR not required for FY2025-26 due to low profit and below-threshold net worth/turnover.
• CSR committee remained in place despite no CSR spend; CSR policy accessible on website.
• Annexure A: CSR activities not undertaken; nil expenditure; no unspent CSR funds.

Outlook & risks

• Industry outlook: spinning sector remains cautiously positive; PM MITRA Parks expected to improve infra.
• Risks: volatility in cotton prices; energy, labour, and global demand fluctuations.
• Company aims for sustainable growth via efficiency and asset-light expansion.

AGM Details

• Date and time: 22 August 2026, 11:00 AM; mode: physical at the registered office.
• Register/Book closure: not applicable as holdings are fully dematerialised.

Key Resolutions

• Ordinary: Adopt audited financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Pankaj Becharbhai Bhimani as executive director.
• Ordinary: Approve RPT with Redeco Fibers Private Limited up to Rs 100 crore for 2026-27.
• Ordinary: Approve RPT with Haripriya Spinning Mill Private Limited up to Rs 100 crore for 2026-27.
• Ordinary: Approve RPT with Murlidhar Worldtrade Private Limited up to Rs 100 crore for 2026-27.
• Ordinary: Remuneration of Cost Auditor for FY 2027.
• Special: Reappoint Rutvikkumar Prabhudas Bhensdadiya as Independent Director for a second five-year term.

Dividend

• Dividend: Not proposed in this AGM.

Directors and Key Management

• Executive Director appointment subject to retirement by rotation.
• Independent Director reappointment for a second five-year term.

Auditor Appointments

• Remuneration of Cost Auditor approved; M/s Manish Bhagvandas Analkat to audit cost records for FY 2027.

Material Related Party Transactions

• RPT with Redeco Fibers Private Limited up to Rs 100 crore for 2026-27; arm's length.
• RPT with Haripriya Spinning Mill Private Limited up to Rs 100 crore for 2026-27; arm's length.
• RPT with Murlidhar Worldtrade Private Limited up to Rs 100 crore for 2026-27; arm's length.

AGM & Governance Actions

• 13th AGM scheduled for Aug 22, 2026 at 11:00 AM at Registered Office.
• Notice of AGM approved and to be emailed to shareholders.
• Annual Report FY2025-26 to be submitted to exchange.
• Remote e-voting schedule approved with cutoff dates.
• NSDL appointed as Remote E-Voting Agency.
• Scrutinizer appointed for AGM voting: M/s SCS & CO LLP.
• Draft Directors Report for FY2025-26 approved.

Director Re-appointment

• Re-appoint Independent Director Rutvikkumar Bhensdadiya for second five-year term.
• Term from 3 Sep 2026 to 2 Sep 2031, subject to shareholder approval.
• Profile: hotel business; BE chemical.

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the quarter ended June 30, 2026.
• Regulation 74(5) is not applicable as the entire shareholding is in demat form.