Birla Cotsyn (India) Ltd

Birla Cotsyn (India) Limited: Trading window closed from Thursday, October 01, 2026 till the expiry of 48 hours after the declaration of Un-Audited Financial Result for the Quarter and half year ended September 30, 2026

AGM details

• AGM held 21 September 2026, 02:00-02:30 PM via VC/OVAM.
• Record date 14 September 2026; cut-off date 14 September 2026.

Key resolutions

• Item 1 Ordinary: adopt audited financial statements for FY ended 31 March 2026.
• Item 2 Ordinary: re-appoint Smt. Sheela Jain as Director by rotation.
• Item 3 Ordinary: approve material related party transaction.
• Item 4 Special: authorize sale/disposal of substantial Undertaking at Malkapur Unit.

Voting results

• Item 1: passed; 94.59% in favor; 0.01% against.
• Item 2: passed; 94.59% in favor; 0.01% against.
• Item 3: passed; 94.59% in favor; 0.01% against.
• Item 4: passed; 94.59% in favor; 0.01% against.

AGM Details

• Date and time: 21 September 2026, 02:00 PM IST.
• Mode: VC/OVAM; no physical meeting held.
• Record date: 14 September 2026; total shareholders on record: 75,306.
• Attendance: Promoter group 7 attendees; Public 23 attendees.
• Meeting concluded at 02:30 PM IST.

Resolutions Put to Vote

• Ordinary: Receive, consider and adopt Audited financial statements for FY 2025-26.
• Ordinary: Re-appoint Sheela Jain as Director (retiring by rotation).
• Ordinary: Approve Material Related Party Transaction.
• Special: Authorize Board to sell or dispose of substantial Undertaking at Malkapur Unit.

Voting Results

• Voting results to be disseminated separately; Scrutinizer's report to be submitted within two working days.

Director Changes

• Re-appointment of Sheela Jain as Director (retiring by rotation).

AGM notice and AR access

• 84th AGM to be held via VC/OVAM on 21 Sep 2026 at 02:00 PM IST.
• Annual Report FY2025-26 available via web-link and on the company website.
• Remote e-voting window: 18 Sep 2026 9:00 AM to 20 Sep 2026 5:00 PM IST.
• Record date for voting: 14 Sep 2026.
• Shareholders may vote by e-voting during the AGM or remotely through CDSL.
• Future communications to shareholders will be electronic; update email addresses if changed.
• E-voting details (EVSN, User ID, Password) available in the AGM Notice.

AGM details

• 84th AGM scheduled for 21 September 2026.
• Register of Members and Share Transfer Books closed 14–20 September 2026 (inclusive).

Financial snapshot

• Revenue from operations: ₹2,988.16 lakh for year ended 31 Mar 2026.
• Total income: ₹3,044.50 lakh; net loss after tax: ₹1,916.15 lakh.
• Earnings per share: ₹(0.72); no dividend declared for FY2025-26.
• Capital structure: equity reduced to ₹2,643.40 lakh; public stake ~5.48%.
• New promoters infusion: ₹25,00,00,000 via 25,00,00,000 new shares to acquirers.
• Major one-time factors: large prior-year exceptional item; revival phase ongoing.

Capital structure & ownership changes

• Promoter share capital reduced/cancelled: record date 07 Mar 2025.
• Public shareholders retain 1 share for every 153; continuing public shareholding 5.48%.
• Acquirer group issued 25,00,00,000 equity shares on 12 Mar 2025.
• Post-reduction issued capital: 26,43,39,940 shares; value transfer to capital reserve: ₹267.23 crore.
• Listing approval obtained for 26,43,39,940 shares; trading suspended previously due to scheme.
• Birla Cotsyn (FZE) subsidiary closed; no records handed over post-CIRP.

revival & operations update

• Malkapur Unit operations progressively revived; capacity refurbishment ongoing.
• FY25-26 production: ~1,337 MT; sales: ₹29.88 crore; March quarter sales: ₹14.86 crore.
• Focus on capacity utilization, product mix, efficiency and margin improvements.
• Modernisation plan prioritises new machinery funded by sale proceeds.
• Operations viewed as transition, not normalised year; long-term profitability pursued.

Governance & management

• Board size: 5 directors as of 31 Mar 2026; MD Akhil Jain; Sheela Jain; Das; Varshney; Mehta.
• KMP: Harish Pareek (CFO); Gaurav Anand (Company Secretary & Compliance Officer).
• Independent Directors’ separate meeting held on 24 Mar 2026.
• Audit, Nomination & Remuneration, Stakeholders’ Relationship, and Finance Committees in place.
• New KMP appointments effective 19 Apr 2025; Secretarial audit by Vijay S. Tiwari & Associates.

Cash flows & liquidity

• Cash and cash equivalents: ₹699.37 lakh; total cash and equivalents including bank balances ₹699.37 lakh.
• Net cash from operating activities: ₹(1408.47) lakh; financing activities: ₹1409.30 lakh.
• Net cash movement: ₹(36.36) lakh; liquidity management via bank facilities.
• Total borrowings: ₹3,799.78 lakh; current liabilities include ₹1,240.82 lakh due to related parties.
• Current ratio stands at 0.53x; gearing at 0.70x.

Related party transactions & risk

• Material related party loans to Careone Wellness, Wendt Finance, Wendt Corporate Services, Rohstoffe, and personal KMPs.
• Thresholds up to ₹30–₹50 crore; approvals via ordinary resolution; arm's-length testing performed.
• RPT disclosures in Note 32; related parties include promoters and KMPs.
• Late XBRL filing related to RPT; ₹5,000 fine paid to BSE; not seen as going concern impact.

Risks & outlook

• FY26 is transition/ revival phase; going concern basis adopted due to CIRP framework.
• Outlook linked to continued revival, capacity expansion and supplier/customer re-engagement.
• Key external risks: cotton prices, FX, energy costs, and macro textile demand fluctuations.
• Regulatory actions and scheme implementation remain critical to long-term viability.

AGM Details

• Date, time, and mode: 21 September 2026 at 2:00 PM IST via VC/OAVM.
• Record date: 14 September 2026.
• Remote e-voting window: 18 to 20 September 2026.
• Deemed venue: registered office address.

Resolutions Put to Vote

• Item 1 (Ordinary): Adopt audited financial statements and reports.
• Item 2 (Ordinary): Re-appoint Sheela Jain as Director.
• Item 3 (Ordinary): Approve material related party transactions.
• Item 4 (Special): Approve sale/disposal of Malkapur Unit assets.

Voting Results

• Voting results for each resolution not disclosed in the chunk.

Dividend

• Dividend status: no dividend declared for 2025-26.

Director/KMP Changes

• Board reconstituted post-CIRP; new board appointed February 10, 2025.
• CFO Harish Kumar Pareek and Company Secretary Gaurav Anand appointed 19-Apr-2025.

Auditors

• Statutory Auditor: Jain Kothari & Co appointed for five years.
• Secretarial Auditor: Vijay S. Tiwari & Associates appointed for five years.
• Internal Auditor: Jain Ronak & Co appointed for 2025-26.
• Auditors’ remuneration: Audit fees 2.25 L, Limited Review 1.65 L; total 3.90 L.

Material Related Party Transactions

• Careone Wellness And Retail Private Limited – max loan 30 Cr.
• Wendt Finance Private Limited – max loan 50 Cr.
• Wendt Corporate Services Private Limited – max loan 50 Cr.
• Wendt Infosolutions Private Limited – max loan 30 Cr.
• Rohstoffe International Private Limited – max loan 50 Cr.
• Wendt Holdings Private Limited – max loan 30 Cr.
• Threadlite (India) Private Limited – max loan 30 Cr.
• Mr. Akhil Jain – max loan 1 Cr.
• Tenure: from ensuing 84th AGM to 85th AGM.
• All transactions to be on arm’s length basis and in ordinary course.

Other Material Approvals

• Special Resolution to authorize sale/disposal of Malkapur Unit assets.
• Proceeds to be used for modernization and potential debt repayment.
• Board authorized to finalize asset list, reserve price, and sale terms.

Financial results

• Unaudited standalone quarterly results for quarter ended 30 June 2026; Limited Review Report attached.
• LR report states no audit opinion due to limited review.

Related party transactions

• Material Related Party Transaction for FY 2026-27 approved by Board, subject to shareholder approval.

Asset disposal

• Approved sale or disposal of substantial Malkapur Undertaking; sale of obsolete machinery, subject to members' approval.
• Details to be updated post completion; no adverse impact anticipated.

Governance & AGM

• Directors' Report for FY 2025-26 adopted.
• Secretarial Audit Report for FY 2025-26 adopted.
• Scrutinizer appointed for 84th AGM: Vijay S. Tiwari & Associates.
• 84th AGM to be convened via VC/OVAM.

Land monetisation

• Board to evaluate monetisation of ~150 acres; options include sale, development, JV, or lease.

Auditor remarks

• Independent Auditor's Review Report: no material misstatement identified.