Banswara Syntex Ltd

Financial Performance

• Total income rose 4.1% YoY to INR322.4 crores in Q1 FY27.
• EBITDA INR29.5 crores; PBT INR19.6 crores; PAT INR4.4 crores vs Q1 FY26 loss INR1.4 crores.
• Consolidated EBITDA margin 9% in Q1; full-year target 12% EBITDA.
• Fabric EBITDA margin expected 12-14%; Garment 8-10%; Yarn 8-10%.
• Exports accounted for 48% of total turnover in Q1 FY27.
• Garment export 60%; domestic 40%; Fabric export 50-50.
• Jackets: historically ~600k/year; this year 800k-900k; Q1 output ~135k; run-rate ~75k/month.

Segment Update

• Yarn revenue 96 crores; volume 36 lakh kgs; capacity utilization 70%; labor shortages reduced output.
• Fabric revenue 147 crores; volume 59 lakh meters; capacity 80%.
• Growth drivers: value-added fabrics; order book strong; new customers Haggar and NEXT.
• Garment revenue 69 crores; 8 lakh pieces; capacity 69%.
• West Asia export constraints; orders robust through November/December; Mango, Celio, Walmart; C&A, NEXT.
• Domestic buoyant demand; integrated manufacturing supports growth.

Capex and Growth Initiatives

• Investment plan this year: INR140 crores for fabric, garment, and common infra; 20-25% garment expansion next year.
• FY27-28 expansion: garment +20%; fabric +20%; yarn may maintain or grow.
• Surat restart: approvals and NOC; GIDC de-notification; customs no-due; SEZ debonding; DTA by November.
• Restart involves a modern plant; adds INR200 crores revenue runway; investment about INR50 crores.
• EU operationalization expected by end December/early January.

Guidance and Trade Environment

• FY27 revenue guidance: INR1,450 to INR1,500 crores.
• Full-year EBITDA target: 12%; Q1 was 9%; expect recovery over next three quarters.
• India-UK FTA effective July 15, 2026; duties removed; exports boosted.
• EU FTA potential could strengthen export opportunities.
• Garment exports expected to rise to around 70% of garment revenue by year end.
• Garment order book remains robust through November/December; three-quarter runway around INR100 crores each.
• Domestic demand is buoyant; exports driven by FTAs and new EU/UK opportunities.

Q&A Highlights

• Export mix: fabric and garment together contribute about 70% of exports; yarn ~30%.
• Garment exports seen rising to 70% of garment revenue by year end; UK/EU focus expanding.
• Jackets: Q1 ~135k; full-year 800k-900k; run-rate ~75k per month; orders visible till December.
• Surat restart timing: DTA capacity expected by November; FY27-28 impact noted.
• Guidance reaffirmed: FY27 revenue INR1,450-1,500 crores; EBITDA near 12% after quarterly variability.

AGM details

• Date/time: July 30, 2026 at 5:00 PM IST.
• Mode: video conference and other AV means.
• Cut-off date: July 23, 2026.
• Remote e-voting period: July 25–29, 2026.

Resolutions

• Resolution 1 (Ordinary): Adoption of standalone and consolidated financial statements and reports.
• Resolution 2 (Ordinary): Declaration of final dividend on equity shares.
• Resolution 3 (Ordinary): Appointment of Ravindrakumar Toshniwal as Chairman and Whole-time Director.
• Resolution 4 (Ordinary): Ratify remuneration to Cost Auditors for FY 2026-27.
• Resolution 5 (Special): Re-appointment of Mr. Rakesh Mehra as Chairman and Whole-time Director.
• Resolution 6 (Special): Re-appointment of Mr. Ravindrakumar Toshniwal as Vice Chairman and Whole-time Director.
• Resolution 7 (Special): Re-appointment of Mr. Shaleen Toshniwal as Managing Director.
• Resolution 8 (Special): Appointment of Mr. Udeypaul Singh Gill as Non-Executive Independent Director.

Voting results

• Resolution 1: Passed; ~99.99% in favour.
• Resolution 2: Passed; ~99.99% in favour.
• Resolution 3: Passed; ~99.32% in favour.
• Resolution 4: Passed; ~99.99% in favour.
• Resolution 5: Passed; ~99.32% in favour.
• Resolution 6: Passed; ~99.32% in favour.
• Resolution 7: Passed; ~99.99% in favour.
• Resolution 8: Passed; ~99.99% in favour.

Dividend

• Final dividend on equity shares declared for FY2026.

Directors

• Ravindrakumar Toshniwal appointed as Chairman and Whole-time Director.
• Rakesh Mehra re-appointed as Chairman and Whole-time Director.
• Ravindrakumar Toshniwal re-appointed as Vice Chairman and Whole-time Director.
• Shaleen Toshniwal appointed as Managing Director.
• Udeypaul Singh Gill appointed as Non-Executive Independent Director.

Auditors

• Remuneration of Cost Auditors for FY 2026-27 ratified.

Financial results approved

• Approved unaudited standalone and consolidated quarterly results for quarter ended 30 June 2026.

Energy investment approvals

• Approved execution of Power Consumption Agreement with CGE II Hybrid Energy Private Limited.
• Approved Share Purchase & Shareholders' Agreement with CGE II Hybrid Energy Private Limited and Continuum Green Energy Limited.
• Acquisition target CGE II Hybrid Energy Private Limited; not a related party transaction.
• Completion expected on or before 15 August 2026.
• Cash consideration Rs 8.28 crore for ~1.68% equity stake.
• Project will qualify as captive consumer under Electricity Acts/Rules.

Management appointment

• Ms. Monika Bohara appointed Company Secretary cum Compliance Officer (KMP) effective 3 August 2026.

Regulatory/compliance matters

• Trading window for Directors and KMP opens from 3 August 2026.

Joint venture contribution

• Share of profit from joint venture Tesca Textiles & Seat Components (India) Pvt Ltd: Rs 93.44 lakhs.

Financial results

• Approved unaudited standalone and consolidated Q1 2026-27 results for quarter ended 30 June 2026, LR.

Investments and agreements

• Approved execution of Power Consumption Agreement with CGE 11 Hybrid Energy Private Limited.
• Approved Share Purchase and Shareholders' Agreement with CGE 11 Hybrid Energy Private Limited and Continuum Green Energy Limited.
• Acquisition not a related party transaction.
• Indicative completion target on or before 15 August 2026.
• Consideration Rs 8.28 crore; stake about 1.68%.
• Cash consideration to be paid via online banking.
• Acquisition to enhance renewable power supply; captive use.

Governance and compliance

• Ms. Monika Bohara appointed Company Secretary cum Compliance Officer w.e.f. 3 August 2026.
• Trading window opens 3 August 2026 for Directors, KMPs, designated persons and relatives.
• Standalone LR: no material misstatement.
• Consolidated LR: no material misstatement.

Financial results approved

• Unaudited standalone and consolidated results for the quarter ended 30 June 2026 approved with Limited Review Report.

Investments and agreements

• Approved Power Consumption Agreement with CE II Hybrid Energy Private Limited.
• Approved Share Purchase & Shareholders' Agreement with CGE II Hybrid Energy Private Limited.
• Acquisition cost Rs 82.83 million for approximately 1.68% stake.
• Completion expected on or before 15 August 2026.
• Not a related-party transaction.

Key management appointment

• Ms. Monika Bohara appointed Company Secretary cum Compliance Officer, effective 3 August 2026.

Insider trading and compliance

• Trading window open from 3 August 2026 for Directors and KMPs and connected persons.

Auditor remarks

• Independent auditors issued a Limited Review Report on the unaudited results; no audit opinion.

Deposits invitation intimation

• Intimation under SEBI Listing Regulations 2015 Reg 30 about email to shareholders on deposits invitation/acceptance.
• Emails sent to all registered shareholders via Computech Sharecap Limited and Depositories.
• Documents available on the company website at the provided PDF link.

Director changes approved at AGM 30 July 2026

• Rakesh Mehra – Re-appointed Chairman & WTD for 2027–2029; CA; brother-in-law to Ravindrakumar Toshniwal.
• Ravindrakumar Toshniwal – Re-appointed Vice-Chairman & WTD for 2027–2029; IIT Bombay; Harvard OPM; brother-in-law to Rakesh Mehra.
• Shaleen Toshniwal – Re-appointed MD for 2027–2029; Bentley College; 22 years in textiles; brother-in-law to Rakesh Mehra.
• Udeypaul Singh Gill – Appointed Non-Executive Independent Director for 20 May 2026 to 19 May 2031; not related.

AGM Details

• 50th AGM held on 30 July 2026 at 5:00 PM IST via VC/OAVM.
• Meeting concluded at 6:40 PM IST.

Key Resolutions

• Adopt standalone and consolidated financial statements for FY2026.
• Declare final dividend for FY2026.
• Re-appointment of Vice Chairman and Whole-time Director.
• Remuneration to Cost Auditors for FY2026-27 ratified.
• Re-appointment as Chairman and Whole-time Director.
• Re-appointment as Vice Chairman and Whole-time Director.
• Re-appointment as Managing Director.
• Appointment of Non-Executive Independent Director.

Dividend

• Final dividend declared for FY2026; per-share amount not disclosed.

Auditor Appointments

• Cost Auditors' remuneration for FY2026-27 ratified.

Voting Results

• Consolidated e-voting results to be declared later.

Directors & Management Changes

• Re-appointments approved: Chairman; Vice Chairman; Managing Director.
• Appointment of Non-Executive Independent Director.

Meeting Details

• Date and time: Monday, 3 August 2026 at 2:00 PM IST.
• Type and mode: earnings conference call, virtual.
• Event: Earnings Call; Organizer: Banswara Syntex Limited; Advisor: Strategic Growth Advisors Pvt. Ltd.
• Participants: Promoter, Vice-Chairman; CFO.
• Purpose: discuss operational and financial performance for Q1 FY27.
• Materials: Presentation to be hosted on the company website.

Meeting Details

• Date: 31 July 2026; Venue: Registered Office, Banswara, Rajasthan; Time not disclosed.

Key Agenda Items

• Approve unaudited standalone and consolidated results for quarter ended 30 June 2026 with Auditor's Limited Review Report.

Other Notes

• Trading window opens on 3 August 2026 for Directors and KMPs.