Delta Manufacturing Ltd

Financials

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Standalone Q1 June 30, 2026 revenue 1,907.61 lakh; total income 1,938.36 lakh; net profit 30.10 lakh.
• Consolidated Q1 revenue 1,907.61 lakh; total income 1,938.36 lakh; net profit (loss) after tax -31.09 lakh.

Governance & Board Changes

• MD Ram H. Shroff remuneration increased from Apr 1, 2026 to Sep 30, 2028, subject to AGM approval.
• Other terms of MD reappointment unchanged; special resolution at 43rd AGM remains valid.
• Continuation of independent director Aurobind Patel beyond age 75; AGM approval requested.
• Promoter Group to Public reclassification for Chand Arora; subject to NOC from stock exchanges and SEBI.
• AGM scheduled for 30 September 2026 via VC/OAVM.

Dematerialisation processing status

• Dematerialisation requests were confirmed as accepted or rejected to depositories; securities listed on exchanges.
• Security certificates for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner within prescribed timelines.

GST Scrutiny Notice

• Notice issued by Office of the Deputy Commissioner of State Tax, Ambad, Nashik.
• Pertains to GSTR-3B for FY 2023-24; discrepancies in Reverse Charge Mechanism reporting.
• Approximate amount Rs 1,77,170; reconciliations ongoing.
• Company is examining the notice and will respond within prescribed timelines after tax consultants' advice.

Purpose of EGM

• Approval of material related party transactions with MMG Ferrites Private Limited

Resolutions Considered

• One special resolution for approval of related party transactions with MMG Ferrites Private Limited

Meeting Details

• EGM held on 25th March 2026 at 3:00 PM via video conferencing
• Dr. Ram H. Shroff elected as Chairman of the meeting
• Remote e-voting conducted from 21st to 24th March 2026

Voting and Scrutiny

• M/s A K Jain and Co. appointed as scrutinizer for e-voting process
• Voting results to be disclosed to stock exchanges and company website

Purpose and Resolutions

• Approve material related party transactions (RPTs) with joint venture MMG Ferrites Private Limited (MFPL) for six months to 30 Sept 2026.
• Ordinary resolution for approval of RPTs exceeding materiality thresholds under SEBI Listing Regulations.
• Transactions include sale of goods (nitrogen) ₹1.5 crore, sale of services (lease rent) ₹2 lakh, electricity reimbursement up to ₹3 crore.
• Inter Corporate Deposit (ICD) ₹1 crore at 10.45% p.a., unsecured, repayable on demand with equity conversion option.
• Rent income from MFPL escalating from ₹6.5 lakh/month (till Dec 2026) to ₹7.16 lakh/month (till Dec 2029).

Related Party and Transaction Details

• MFPL is a 50% joint venture; promoters/directors hold directorships but no direct shareholding interest in transactions.
• Previous FY 2024-25 transactions with MFPL totaled ₹1.57 crore; current FY till Dec 2025 transactions total ₹4.81 crore.
• Proposed transactions exceed 10% of consolidated turnover; individual values range from 0.03% to 5.16% of Company turnover.

Financials and Governance

• MFPL FY 2024-25: turnover ₹1.57 lakh, net loss ₹47.33 lakh, negative net worth ₹28.33 lakh.
• Board, Audit Committee, and independent directors reviewed and recommended approval, confirming arm’s length nature.
• No defaults reported by MFPL on related party obligations in last three years.

Meeting and Voting

• Shareholders (excluding related parties) to approve omnibus ordinary resolution at EGM on 25 March 2026 via video conferencing.
• Voting outcome and impact on shareholding/control not disclosed.

Board and Management

• No changes to board, management, or remuneration proposed.

Financial Performance - Standalone

• Q3 revenue from operations INR 1,553.23 lakh, up from INR 1,380.18 lakh in Q2
• Nine months revenue INR 4,338.23 lakh vs INR 4,024.87 lakh prior year
• Q3 profit before tax loss INR 1.76 lakh vs profit INR 28.66 lakh in prior quarter
• Nine months profit before tax INR 45.06 lakh vs loss INR 37.90 lakh prior year
• Q3 net loss INR 52.12 lakh vs net profit INR 29.88 lakh prior quarter
• Nine months net loss INR 5.10 lakh vs loss INR 51.26 lakh prior year
• Discontinued operations loss before tax INR 403.13 lakh in Q3
• Discontinued operations net loss INR 382.72 lakh in Q3
• Total comprehensive loss INR 439.59 lakh in Q3
• Basic EPS from continuing operations negative INR 0.48 in Q3
• Basic EPS from discontinued operations negative INR 3.53 in Q3
• Total basic EPS negative INR 4.01 in Q3

Financial Performance - Consolidated

• Q3 consolidated revenue from operations INR 1,580.18 lakh vs INR 1,385.01 lakh prior quarter
• Nine months consolidated revenue INR 4,338.23 lakh vs INR 4,024.87 lakh prior year
• Q3 consolidated profit before tax loss INR 489.90 lakh vs loss INR 261.72 lakh prior quarter
• Nine months consolidated profit before tax loss INR 973.13 lakh vs loss INR 1,178.33 lakh prior year
• Q3 consolidated net loss INR 519.72 lakh vs loss INR 240.74 lakh prior quarter
• Discontinued operations loss before tax INR 403.13 lakh in Q3
• Discontinued operations net loss INR 382.72 lakh in Q3
• Total comprehensive loss INR 592.02 lakh in Q3
• Basic EPS from continuing operations negative INR 1.26 in Q3
• Basic EPS from discontinued operations negative INR 3.53 in Q3
• Total basic EPS negative INR 4.01 in Q3

Segment Performance

• Textile segment Q3 revenue INR 1,553.23 lakh, nine months INR 4,338.23 lakh
• Discontinued operations revenue INR 15.22 lakh in Q3, INR 162.25 lakh nine months
• Textile segment profit INR 16.20 lakh in Q3, INR 95.13 lakh nine months
• Discontinued operations loss before tax INR 403.13 lakh in Q3
• Discontinued operations loss after tax INR 382.72 lakh in Q3

Balance Sheet Highlights

• Capital employed in textile segment INR 4,530.29 lakh as of Dec 31, 2025
• Total assets continuing operations INR 4,606.54 lakh
• Total assets discontinued operations INR 2,393.03 lakh
• Total liabilities continuing operations INR 2,595.37 lakh
• Total liabilities discontinued operations INR 3,936.98 lakh

Corporate Actions

• Board approved unaudited standalone and consolidated Q3 and nine months results
• Extraordinary General Meeting scheduled on March 25, 2026 for material related party transactions
• Closure process of hard ferrite division at Ambad, Nashik completed

Audit

• Limited review reports issued with no material misstatements noted
• Financials prepared as per Ind AS 34 and Companies Act 2013

🗓️ Meeting Details

• Board meeting scheduled for 12 February 2026.

📊 Financial Performance

• Approval of unaudited standalone and consolidated financial results for quarter and nine months ended 31 December 2025.