Eastern Silk Industries Ltd

Eastern Silk Industries Limited trading window closed from 1 October 2026 till 48 hours after the declaration of the unaudited Financial Results for the quarter and half year ended 30 September 2026

Eastern Silk Industries Limited: Trading Window closed from 1 October 2026 till 48 hours after the declaration of the unaudited Financial Results for the quarter and half year ended 30 September 2026

Meeting basics

• 80th AGM held on 26 September 2026 via VC/OAVM.
• Consolidated Scrutinizer's Report on e-voting submitted.
• Quorum of 31 members met for AGM proceedings.
• Notice dispatched 1 September 2026; e-voting window 21–25 September 2026.

Financials and governance

• Audited standalone financial statements for year ended March 31, 2026 adopted.
• Board and auditors' reports adopted.
• Ordinary resolution: director reappointment and auditors' appointment approved.
• Vyas and Vyas appointed as statutory auditors to fill casual vacancy.

Capital & related-party approvals

• Special resolution: approve corporate guarantee for Baumann Dekor Private Limited.
• Special resolution: approve related-party transactions with Baumann Dekor FZC.
• Special resolution: approve related-party transactions with Consilio Resource Private Limited.
• Special resolution: approve related-party transactions with Warps and Wefts FZC.
• Special resolution: increase NRIs/OCIs investment limit to 24% of paid-up capital.
• Special resolution: increase investment limits under Section 186 for investments/loans/guarantees.
• Special resolution: conversion of loan into equity under NCLT-approved plan.
• Special resolution: approve non-interest-bearing unsecured loan from directors/promoters with conversion option.
• Related-party approvals covering Shakuntla Sampling and Trendz Building Materials Trading LLC.

Voting outcomes

• Total valid e-votes: 4,599,931; 4,599,919 in favour (99.99%).
• Special resolutions passed with 99.98% majority after exclusions.
• All resolutions passed with requisite majority.

AGM Highlights

• 80th AGM held on September 26, 2026 via VC/OAVM.
• Remote e-voting window Sep 22–25, 2026; NSDL and Scrutinizer appointed.
• Statutory Auditor's Report and Secretarial Auditor's Report free from qualifications.
• Ordinary business: Adoption of audited financial statements for FY 2025-26.
• Director Ramesh Chandragiri Reddappa retires by rotation; eligible for re-appointment.
• Appointment of M/s Vyas and Vyas as Statutory Auditors to fill casual vacancy.
• Approval of material related party transactions with Warps And Wefts FZC, Design Coordinates FZC, and Baumann Dekor Limited.
• Increase in NRIs/OCIs investment limit from 10% to 24% of paid-up capital.
• Conversion of loan into equity per NCLT-approved resolution plan.

AGM proceedings and key resolutions

• AGM held via VC/OAVM on Sep 26, 2026; remote e-voting Sep 22–25, 2026.
• Adoption of Audited Financial Statements for year ended March 31, 2026.
• Appointment of director in place of Ramesh Chandragiri Reddappa on rotation.
• Casual vacancy filled: M/s Vyas and Vyas appointed auditors.
• Statutory auditors appointed through 85th AGM; remuneration to be fixed.
• Material related party transaction: corporate guarantee for Bauman Dekor credit facilities.
• Increase NRIs/OCIs investment limit from 10% to 24%.
• Enhancement of limits for investments/loans/guarantees/securities under Section 186.
• Conversion of loan into equity per NCLT-approved resolution plan; includes director/promoter loan with conversion option.
• AGM concluded; quorum verified; voting process completed.

AGM notice

• 80th AGM scheduled for 26 September 2026 via video conferencing.
• Newspaper advertisement published in Financial Express (English) and Arthik Lipi (Bengali).
• Notice published date: 02 September 2026.

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.