Chandni Machines Ltd

Chandni Machines Limited: Trading Window closed from October 01, 2026; will be opened after passing 48 hours from the Board Meeting concluding the unaudited results for the quarter ending September 30, 2026.

Resignation of NEDI – Rameshchand Garg

• Type of change: Resignation from Non-Executive Independent Director.
• Name and designation: Rameshchand Garg, Non-Executive Independent Director.
• Effective date: cessation from close of business on September 21, 2026.
• Reason: additional time commitments preventing adequate attention to duties.
• Resignation letter: dated September 18, 2026, attached.
• Other listed-entity directorships: none as of resignation.
• Material reasons: there is no material reason beyond those stated.
• Relationships with other directors: Not Applicable.
• Board/committee impact: not specified.

AGM and compliance updates

• AGM scheduled for 30 September 2026 at 3:00 PM IST via VC/OAVM.
• Annual Report for FY2025-26 accessible online; link provided to members without registered email.
• KYC updation required under SEBI circular, including PAN, contact details, bank accounts, and nomination.
• Nomination and KYC forms ISR-1/2/3, SH-13/14 available on company site or Purva Sharegistry.
• Cut-off date for access details: 27 September 2026.
• SEBI circular mandates electronic payments for certain folios; physical holders must update details.
• Queries to Purva Sharegistry via email or investor portal.

Financials

• Total revenue for FY2025-26: ₹28,75,75,725.
• Revenue from operations: ₹25,97,45,736; down from ₹2,00,98,62,081.
• PBDIT: ₹1,66,74,671; Depreciation ₹37,69,990; Finance cost ₹5,58,886.
• Profit before tax: ₹1,23,45,796; Current tax ₹1,105,671; Deferred tax ₹(39,28,000).
• Profit after tax: ₹73,12,125; Earnings per share ₹1.89.

Capital & equity

• Post-split equity capital: ₹7,03,83,330; issued shares 70,38,333.
• Promoter holding: 45.72% as of 31-03-2026.
• Authorised capital raised to ₹11,50,00,000; MOA amended.
• Record date for AGM: 23-Sep-2026; AGM via VC on 30-Sep-2026.
• Preferential issue: 38,10,900 equity shares and 40,00,000 warrants; ₹25.26 crore raised.
• Utilisation: ₹11.42 crore utilised; ₹13.84 crore unutilised.

Fund-raising & deployment

• Date of allotment: 30-01-2026; funds raised ₹25.26 crore.
• Utilised during FY2025-26: ₹11.42 crore for capex, land, working capital.
• Unutilised ₹13.84 crore; warrants convert within 18 months.
• Warrants convert to equity; conversion window up to 18 months.
• Auditors note: funds used per offer documents; cash held in fixed deposits.

AGM & governance

• 10th AGM on 30-Sep-2026 via VC; remote e-voting 26-29 Sep 2026.
• Independent Director Kishor Vaidya appointed Sept 8, 2026; five-year term.
• Richie H. Amin re-appointed Independent Director for 2026-31.
• Secretarial Auditor NL Bhatia & Associates appointed for 2026-31.
• Corporate Governance to apply from FY2026-27; net worth exceeded ₹25 crore.
• Board committees: Audit, Nomination & Remuneration, Stakeholders Relationship.

Audits & controls

• Statutory auditor: Ambavat Jain & Associates; no qualifications.
• Secretarial audit: No qualifications; Annexures I-IV.
• Internal financial controls: Adequate and operating effectively.
• No fraud reported during the year.

Cash flows & liquidity

• Cash flow from operations: net outflow ₹19.36 crore.
• Investing activities: net outflow ₹11.68 crore.
• Financing activities: net inflow ₹27.84 crore.
• Closing cash ₹21,69,663.
• Debt-to-equity: 0.04; net worth ₹33.49 crore.

Related party & disclosures

• Related party transactions with Candour Techtex; arms-length.
• Director remuneration: MD ₹5.40 lakh; ED ₹13.20 lakh; sitting fees ₹30,000.
• Contingent liability: ₹1.72 lakh.

Accounting & risk

• Company follows Ind AS; fair value for investments; no intangible assets.
• Risk management framework monitors currency, interest, and price risks.
• Contingent liabilities disclosed; no material insolvency events.

AGM Details

• Date and time: 30 September 2026, 3:00 PM
• Mode: VC/OAVM; no physical attendance
• Record date for voting: 23 September 2026
• Remote e-voting window: 26–29 September 2026
• Venue deemed at registered office; meeting held via VC/OAVM

Key Resolutions

• Ordinary: adopt Audited Standalone Financial Statements and reports.
• Ordinary: re-appoint Amita Jayesh Mehta as director (retires by rotation).
• Special: Kishor Babubhai Vaidya appointed Independent Director for five years.
• Special: Richie Hiralal Amin re-appointed Independent Director for five years.
• Special: Board authorised to loan/ICDs/guarantees/investments up to ₹30 crore.
• Ordinary: NL Bhatia & Associates appointed Secretarial Auditor for five years.
• Ordinary: permit temporary deployment of unutilised preferential issue proceeds up to ₹11 crore.
• Ordinary: sub-division of equity shares from ₹10 to ₹1 per share.
• Ordinary: alter MOA capital clause to reflect new authorised share capital.

Director Changes

• Kishor Babubhai Vaidya appointed Independent Director for five years from Sep 30, 2026.
• Richie Hiralal Amin re-appointed Independent Director for five years from Nov 8, 2026.

Auditor Appointments

• Secretarial Auditor: NL Bhatia & Associates for FY 2026-27 to 2030-31.
• Remuneration to be determined by Board.

Financing and Capital Actions

• Loans/ICDs/guarantees up to ₹30 crore; subject to applicable limits.
• Temporary deployment of unutilised preferential issue proceeds up to ₹11 crore via ICDs/FDs/loans.

Share Capital and MOA

• Sub-division of equity shares from ₹10 to ₹1 per share.
• Alteration of MOA to reflect reduced par value and updated capital clause.

Capital structure

• Approved 1:10 share split; subject to shareholder approval.
• Record date for the split to be fixed after shareholder approval via EGM.
• Alteration to Capital Clause of MOA to reflect the split; subject to approval.

Governance appointments

• Appointed Kishor Babubhai Vaidya as Additional Independent Director.
• Re-appointed Richie Amin as Independent Director for a second five-year term from 07-Nov-2026.

Secretarial Auditor arrangements

• Appointed Company Secretary in Practice as Secretarial Auditor for FY 2026-27 to 2030-31.
• Re-appointment of N.L. Bhatia & Associates as Secretarial Auditor for FY 2026-27 to 2030-31, subject to AGM.

Financial approvals

• Approved loans, inter-corporate deposits, and guarantees beyond Section 186 limits.
• Approved utilization of earmarked funds via Inter-Corporate Deposits.

Project initiation

• Aluminium ingot facility commenced at Kuvada GIDC, Rajkot, in a ~22,000 sq ft factory.

Capital expenditure & capacity

• Machinery orders totaling ₹150 lakh placed; payments made.
• Target stabilised capacity around 300 tonnes per month.
• Projected monthly revenue ~₹9.45 crore; net profit ~₹50 lakh.

Production schedule

• Trial production planned for 20 Sept 2026; commercial from 1 Oct 2026.
• Expansion to two-fold capacity by March 2027 under evaluation.

Regulatory & workforce

• Consent to Operate from Pollution Control authorities expected by 10 Sept 2026.
• Workforce: ~30 contract staff now; ~50 workers on scale-up.

Management commentary

• Chairman notes growth and diversification; focus on stable production and customer base.

CIN change and MoA amendment

• CIN changed from L74999MH2016PLC279940 to L24202MH2016PLC279940.
• Change follows alteration in the Main Objects Clause of the MoA.
• Special Resolution approving the MoA alteration was passed on 23 July 2026.
• Company remains active and listed; Master data attached.

Publication of unaudited results

• Standalone unaudited Q1 FY27 results for quarter ended 30 June 2026.
• Newspaper advertisements published in Free Press Journal and Navshakti.
• Filed with stock exchanges under SEBI LODR Regulation 47.