Eastern Silk Industries Ltd

Filing purpose and AGM

• Revised FY2025-26 annual report submitted due to typo; non-statutory section corrected; available on website.
• 80th AGM on 26 Sep 2026 via VC/OAVM; cut-off 19 Sep 2026; e-voting 22–25 Sep 2026.
• Auditors appointed: M/s Vyas & Vyas from 7 Jul 2026 for 5 years, subject to member approval.

Governance changes

• Sunil Kumar to be CFO until 30 Jun 2026; Ayush Goel to take over from 1 Jul 2026.

Financial highlights FY2025-26

• Revenue from operations ₹2,370.67 lakh; total income ₹2,581.10 lakh; PAT ₹-1,360.24 lakh.
• PBT ₹-709.60 lakh; EPS ₹-27.20; promoter stake 92.23%.

Capital and shareholding

• Promoter Baumann Dekor Private Limited holds 92.23% as of 31 Mar 2026 (public 7.77%).
• Paid-up capital after preferential issue ₹100 lakh; 5,000,000 new equity shares issued Apr 2025.

Material related party transactions

• Approvals sought for material RPTs with multiple related parties; estimated ₹20 crore per party annually.
• Aggregate RPTs may exceed 10% of annual turnover; ordinary resolutions required; arm's length basis.

Regulatory and investment changes

• NRIs/OCIs investment cap raised to 24%; Section 186 limit to ₹2,000 crore; loans convertible per plan.

• BDPL loan conversion to equity under NCLT-approved plan; listing approvals to be obtained.

Financials

• Revenue from operations FY2025-26: ₹2,370.67 Lakhs, up from ₹2,185.37.
• Total income: ₹2,581.10 Lakhs; PAT: ₹-1,360.24 Lakhs; PBT: ₹-709.60 Lakhs.
• EPS: ₹-27.20; standalone cash balance ₹472.71 Lakhs at year-end.
• Inventories: ₹3,902.20 Lakhs; Trade receivables: ₹296.54 Lakhs.
• Borrowings: non-current ₹7,637.30 Lakhs; current borrowings minimal.
• Capital expenditure additions: ₹78.06 Lakhs; no dividend declared.

Capital structure & equity

• Equity raised via preferential issue: 50,00,000 shares at ₹2 each in Apr 2025.
• Paid-up capital after issue: ₹100.0 Lakhs; authorised ₹3,000 Lakhs.
• Promoter BDPL held ~92.23% as of 31-Mar-2026.
• MPS targets achieved: 5% in 2025 and 10% in 2026 via OFS.
• Dematerialised: 100% demat; NSE SME listing; scrip EASTSILK.

Debt & liquidity

• Total borrowings: non-current ₹7,637.30 Lakhs; current borrowings ₹0 as of 31-Mar-2026.
• Unsecured loans: from SRA ₹6,067.30 Lakhs and from Director ₹1,570.00 Lakhs.
• Cash balance: ₹472.71 Lakhs; working capital remains tight.
• Related-party debt exposure significant; no material short-term debt repayments disclosed.

Auditors & governance

• Statutory auditors BK Shroff & Co resigned; M/s Vyas & Vyas appointed w.e.f 07-Jul-2026.
• CFO transition: Sunil Kumar resigned 30-Jun-2026; Ayush Goel appointed 01-Jul-2026.
• Dividend for FY2025-26 not declared; no fraud reported; IFC in place.
• Independent directors meet; governance policies and committees in place.

Related party transactions

• Material related party transactions require member approvals; no omnibus approvals.
• Parties include Warps & Wefts FZC, Design Coordinates FZC, Baumann Dekor Private Limited, BDPL FZC, Consilio Resources, Shakuntla Sampling, Trendz LLC.
• Estimated annual values: ₹20 Crores per related party; multi-year exposure >10% of turnover.
• RPTs to be arm's-length and in ordinary course; BDPL holding promoter relationship cited.

Operations & outlook

• MD&A notes turnaround post-CIRP; company on a multi-year growth trajectory.
• Textile sector demand supported by India growth; focus on home textiles exports.
• Cost controls and capital discipline emphasized; planned R&D investments.
• No change in business nature; brand remains 'Eastern'.

Risks & governance flags

• High debt and related-party exposure risk liquidity; ongoing CIRP actions.
• Auditor changes and non-declaration of dividend signal balance-sheet stress.
• Regulatory/tax changes could impact future results; going concern supported by management.
• Internal controls deemed adequate; management certification on financials submitted.

Financial performance

• Revenue from operations ₹2,370.67 lakh; total income ₹2,581.10 lakh.
• PBT ₹-709.60 lakh; PAT ₹-1,360.24 lakh; EPS ₹-27.20.
• YoY: revenue rose to ₹2,370.67 lakh; PAT swung to loss.
• Dividend declared: none for FY2025-26.
• Reserves ₹3,482.50 lakh; equity position unaffected by dividend.

Capital structure & liquidity

• Authorized capital ₹30 crore; issued 5,000,000 shares of ₹2; paid-up ₹100.0 lakh.
• Preferential issue of 50 lakh shares on 03-Apr-2025 raised paid-up capital to ₹10 million.
• Promoter BDPL holds 92.23% as of 31-03-2026.
• Cash and cash equivalents ₹472.71 lakh.
• Net cash declined from ₹1,292.15 to ₹472.71 lakh.
• Total borrowings around ₹7,637.30 lakh.
• Unsecured loans: SRA ₹6,067.30 lakh and director ₹1,570.00 lakh.

Major corporate actions

• Resolution Plan approved by NCLT; preferential issue of 50 lakh shares in 2025.
• Promoter OFS: 2.50 lakh shares sold in 2025 to meet MPS.
• NSE in-principle approval 07/03/2025; listing approval 13/08/2025.
• Post-OFS promoter stake around 90% and public around 10%.

Governance & risk management

• Statutory auditors changed to Vyas & Vyas; effective 07/07/2026.
• Board: 6 directors; 12 meetings in 2025-26.
• Independent directors met on 14 Feb 2026.
• Internal controls robust; no material weaknesses observed.
• Secretarial audit by H Nitin & Associates; MD & CFO certifications.

Related party transactions (RPTs)

• Material RPTs with BDPL, Warps & Wefts FZC, Trendz, Shakuntla Sampling, Design Coordinates FZC, Consilio Resources.
• Estimated RPT value ₹20 crore per party annually FY26-29.
• BDPL: corporate guarantee up to ₹35 crore; mortgage on assets.
• NRIs/OCIs investment limit up to 24% subject to RBI approvals.
• Section 186 power up to ₹2,000 crore for intergroup loans/investments.
• Loans to BDPL/SRA convertible to equity per NCLT plan.
• Unsecured director loan up to ₹50 crore with conversion option.
• RPTs with Trendz/others; ₹20 crore yearly.
• No omnibus approvals; arm's length terms.
• All related party disclosures are arm's length; board approvals obtained.

AGM details

• 80th AGM scheduled 26 Sep 2026 via VC/OAVM.
• Cut-off date 19 Sep 2026.
• Remote e-voting 22–25 Sep 2026.
• Notice/Annual Report available on company site and NSE.

Outlook and risks

• Textile sector outlook supported by policy; growth potential remains.
• Risk management framework in place; focus on margins and revenues.
• Exports and diversification to drive long-term growth.

AGM & Capital Actions

• 80th AGM on 26 Sep 2026 via VC/OAVM.
• Record date 20 Sep 2026; remote e-voting 21-25 Sep 2026.
• BDPL promoter holding 92.23%; public 7.77% as of 31 Mar 2026.
• 50 lakh equity shares issued under NCLT plan; NSE listing approvals received.

Financial Performance

• FY2025-26 standalone revenue 2370.67 lakh; PAT -1360.24; PBT -709.60.

Governance & Management

• CFO change: Sunil Kumar resigns; Ayush Goel appointed effective 01 Jul 2026.
• Statutory auditors BK Shroff & Co resigned; M/s Vyas & Vyas appointed from Jul 2026.
• Ramesh Chandragiri Reddappa to be reappointed as Director (retiring by rotation).

Related-Party Transactions & Capital Flex

• Increase NRIs/OCIs investment limit to 24% subject to RBI approvals.
• RPTs include corporate guarantees, equity conversions, and intercompany loans, to be approved.

AGM & Voting

• 80th AGM on 26 Sep 2026 at 1:00 PM IST via VC/OAVM.
• e-voting cut-off: 20 Sep 2026; remote voting 21–25 Sep 2026.
• NSDL-based e-voting; access via company site and NSDL portal.
• AR and Notice available at easternsilk.com; NSDL portal for e-voting.
• Shareholders may submit questions by 19 Sep 2026.
• No proxies; attendance via VC/OAVM; 1000 member cap for VC access.

Financial performance

• Revenue from operations ₹2,370.67 Lakhs in FY2025-26.
• Total income ₹2,581.10 Lakhs; PAT ₹-1,360.24 Lakhs.
• PBT ₹-709.60 Lakhs; EPS ₹-27.20.
• YoY: FY2024-25 revenue ₹2,549.70 Lakhs; PAT ₹396.42.
• Dividends: no dividend declared for FY2025-26.
• Reserves ₹3,482.50 Lakhs; closing retained earnings ₹11,420.97.

Capital structure & shareholding

• Paid-up capital after preferential issue ₹100.00 Lakhs.
• Promoter BDPL holds 92.23%; Public 7.77% as of 31 Mar 2026.
• OFS reduced promoter to 90% and public to 10% post-OF S.
• Scrips listed on BSE (590022) and NSE (EASTSILK); ISIN INE962C01035.
• 50,00,000 shares issued on 03 Apr 2025; NSE NSE in-principle 07 Mar 2025; listing 13 Aug 2025.
• All shares dematerialized; 100% Demat; NSE/BSE citations unchanged.

Governance & auditors

• CFO change: Sunil Kumar to Ayush Goel from 01 Jul 2026.
• Statutory auditors BK Shroff & Co resigned 18 Jun 2026; Vyas & Vyas appointed 07 Jul 2026.
• Auditors' five-year term proposed to run to 85th AGM, subject to member approval.
• Board size: 6 directors; Chairman Ajay Bikram Singh; 3 independent; 2 executive.
• Independent Directors: Deepak Kumar Gupta, Jyothi Thomas, Praveen Kumar Agarwal; unmodified Audit Report.
• Secretarial Audit by H Nitin & Associates; compliance certificates accompanying Governance report.

Related party transactions (RPTs)

• Material RPTs with multiple related parties; thresholds exceed 10% of annual turnover.
• Baumann Dekor Private Limited (BDPL): Corporate Guarantee up to ₹35 Cr for BDPL facilities.
• BDPL loans convertible into equity under NCLT-approved resolution plan; price Rs 2 per share.
• Non-interest unsecured loan up to ₹50 Cr from Director Ajay Bikram Singh; convertible to equity.
• NRIs/OCIs investment limit proposed to increase from 10% to 24% of paid-up capital.
• RPTs with Warps & Wefts FZC, Design Coordinates FZC, Trendz B.M. Trading LLC, Shakuntla Sampling, Consilio Resources, BD Dekor FZC.
• Each entity proposed annual transaction values: typically ₹20 Cr (except Consilio Rs 5 Cr).
• RPTs are in ordinary course, arm's length; approvals by Audit Committee and Board; no omnibus approvals.
• Promoter BDPL and related entities are under control of Mr. Ajay Bikram Singh.

Key business developments & transformation

• Resolution Plan under NCLT repositioned the company post-CIRP 2024.
• Preferential issue of 50,00,000 equity shares completed; NSE in-principle approvals; listing completed.
• Promoter OFS achieved Minimum Public Shareholding targets: 5% then 10%.
• Company moved to VC/OAVM AGM as per MCA-SEBI guidelines; physical attendance dispensed.
• Integrated governance and risk management framework enhanced; Board familiarization and independence.

Outlook, risks & industry context

• FY2025-26 cash losses ₹278.98 Lakhs; turnaround remains the objective.
• Global textile market eyes steady growth; India remains major exporter with favorable policy support.
• Industry outlook supports capacity expansion and shift to value-added textiles.
• Management aims revenue growth and margin improvement through restructuring and cost control.
• Risks include continued losses, working capital stress, and regulatory changes.

Internal controls & compliance

• Robust internal financial controls; no material weakness observed.
• MD/CFO certificate affirming truthful financial statements and controls.
• Whistle Blower policy in place; governance controls reviewed by Audit Committee.
• Secretarial audit confirms regulatory compliance; no material non-compliance reported.

Financial results

• Approved unaudited standalone and consolidated Q1 2026 results; limited review report unmodified.
• Limited Review Report on Q1 2026 results issued by B.K. Shroff & Co; no material issues.

AGM and governance

• 80th AGM announced for Sep 26, 2026; via VC/OAVM; annual report and notice to be dispatched.
• Book closure from Sep 20 to Sep 26, 2026 for AGM.

Auditors

• Statutory auditors M/s IX Shroff & Co resigned with effect from June 18, 2025.

Regulatory and accounting disclosures

• PM VBRY government grant of Rs 11,36,684 recognized; treated as reduction from Employee Benefits Expense.
• Incremental impact of new Labour Codes Rs 120.60 lakh recognized; disclosed as exceptional items.

Meeting Details

• Date: Friday, 07 August 2026

Key Agenda Items

• Consider and approve unaudited standalone financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window remains closed for Designated Persons till 48 hours after the unaudited results declaration.

Dematerialisation and listing confirmation

• Dematerialised details for quarter ended 30/06/2026 furnished to depositories and stock exchanges.
• Securities received for dematerialisation mutilated and cancelled after verification; depository named as registered owner.
• Dematerialised certificates are listed on stock exchanges where the company's shares are listed.