Gokak Textiles Ltd

AGM details

• AGM held on 24 September 2026; mode included e-voting and poll.
• Shareholders on record date: 9,099.
• Video attendees: Promoter group 1, Public 50.

Resolutions

• Resolution 1 (Ordinary): Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appointment of director retiring by rotation.
• Resolution 3 (Ordinary): Ratification of remuneration to Cost Auditor for FY 2026-27.

Voting results

• Resolution 1 passed; 99.80% in favour, 0.20% against.
• Resolution 2 passed; 99.80% in favour, 0.20% against.
• Resolution 3 passed; 99.80% in favour, 0.20% against.

Governance actions

• No changes to statutory auditor; Cost Auditor remuneration ratified.
• Director retirement by rotation approved for re-appointment.

AGM details

• AGM held on 24 Sep 2026 at 2:30 PM via VC/OAVM; deemed venue: Registered Office.
• Duration 2:30 PM to 3:00 PM; live webcast available.
• e-voting from 21-23 Sep 2026; additional voting during AGM.
• Scrutinizer appointed: KDSH & Associates LLP.
• Quorum as per Companies Act 2013 attained.
• Auditors' report had no qualifications; secretarial audit had observations.

Resolutions

• Ordinary: adopt standalone and consolidated financial statements for FY 2026 with reports.
• Ordinary: re-appointment of Vinod Bhandawat by rotation.
• Ordinary: ratification of remuneration to Cost Auditor for 2026-27.

Voting status

• Consolidated voting results to be announced within two working days after AGM.

Director changes

• Director Vinod Bhandawat retires by rotation and seeks re-appointment.

Auditor appointments

• Remuneration for Cost Auditor ratified for FY 2026-27.

Gokak Textiles Limited: Trading window closed from October 01, 2026 till the end of 48 hours after the financial results for the quarter and half year ended September 30, 2026 become generally available information.

Financial performance

• Standalone revenue from operations and other income: 7841.57 Lakhs, down from 9781.90.
• Standalone EBITDA after exceptional items: 1827.36 Lakhs.
• Standalone PAT: -3688.37 Lakhs; prior year -4580.12.
• Standalone total comprehensive income: -3607.73 Lakhs; prior year -4524.53.
• Consolidated revenue from operations and other income: 8277.48 Lakhs.
• Consolidated PAT: -3571.13 Lakhs; prior year -4218.00.
• Consolidated total comprehensive income: -3571.12 Lakhs; prior year -4218.00.
• Earnings per share (basic/diluted): Standalone ₹ (56.75); Consolidated ₹ (56.46).
• Dividend declared or recommended: None; no dividend paid during the year.
• Cash flow from operations: Standalone 1170.28 Lakhs; Consolidated 1646.98 Lakhs.
• Net worth remains negative: Standalone equity -2430.53 Lakhs; Consolidated equity -7543.03 Lakhs.

Segment performance (standalone and Consolidated)

• Standalone Textile revenue: 3780.18; Standalone Power revenue: 4283.54; Inter-segment: (222.16).
• Standalone total revenue: 7841.57; Standalone PBT: Textile ( -2668.24 ), Power ( -1569.67 ).
• Standalone exceptional items: 549.55; Profit after tax: -3688.37.
• Consolidated Textile revenue: 3780.18; Solar revenue: 5252.64; Inter-segment: (755.34).
• Consolidated total income from operations: 8277.48; Consolidated PBT: -3651.07.
• Consolidated PAT: -3571.13; Total comprehensive income: -3571.12.
• Segment assets: Textile 13541.21; Power 17998.28 (Consolidated).
• Segment liabilities: Textile 6162.86; Power 27807.15 (Consolidated).

Debt, liquidity and capital structure

• Total stand-alone borrowings: 27,831.28; long-term 25,417.50; short-term 2,413.78.
• No banking facilities; liquidity supported by SPCPL and other group entities.
• Net debt (standalone): 27,384.25; Equity negative, debt-equity not applicable.
• Perpetual loans/instruments (entirely equity): Standalone 16,002.57 Lakhs; Consolidated 16,082.57 Lakhs.
• Secured loan funds stand at 16,143.27; unsecured loans at 6,565.34 (standalone).
• Statement notes indicate IREDA DSRA issues and penalties; refinancing costs recognised as exceptional.
• No dividends declared; capital structure driven by perpetual debt and equity instruments.
• Liquidity risk highlighted: Group relies on external support; no formal banking credit facilities as of Mar 31 2026.

Subsidiaries and related party transactions

• Gokak Power & Energy Limited (GPEL) is a 51% subsidiary; 2025-26 gross income ₹969.10 Lakhs; net loss ₹215.15 Lakhs.
• GPEL engaged in hydro power generation; part of power supply used by GTL for captive consumption.
• Key related party: Shapoorji Pallonji group; novation of ICDs and perpetual loans; subsidiaries and associates disclosed.
• Power purchase agreements exist for captive supply; related party transactions approved by Audit Committee.
• Significant related party items: sale of power, service income, interest on ICD, and perpetual loans totaling substantial figures.

Audit, governance and risk flags

• Audit Committee composition: 3 members; Independent Chairwoman Nikhil Bhatia; meetings 4 in 2025-26.
• Regulatory compliance: non-compliance under Regulation 17(1)(b) observed; corrective action taken with Independent Director appointed May 8, 2025.
• Auditors: Batliboi & Purohit; Secretarial Audit by KDSH & Associates LLP; no material qualifications in Standalone/Consolidated reports.
• Going concern: Audit notes flag material uncertainty; management states going concern basis due to SPCPL support.
• Board governance: regular performance evaluations; familiarisation programmes for Independent Directors; governance certificate issued.

Outlook and risk environment

• Outlook 2026-27: IMF projects global growth at 3.1% in 2026; India growth around 6.5%.
• Textile sector dynamics: export demand driven by US market; Middle East and global tensions may affect input costs.
• Company strategy shifts: product development in yarn, fabrics, and non-cotton fibres; growth in technical textiles under review.
• Macro risks: currency, regulatory changes, and tax policies; management emphasises risk mitigation across operations.

Assets and liquidity and significant assets held for sale

• Assets held for sale include PPE, land parcels and knitwear plant; sale expected within 12 months.
• CWIP of ₹6.85 Lakhs in standalone; capital work-in-progress ongoing.
• Right-of-use assets and lease liabilities reported; solar plant capacity restored to 40 MW after incidents.
• Gokak Power & Energy Limited assets and liabilities disclosed separately in the consolidated statements.

subsidiary and investment disclosures

• Form AOC-1/2 disclosures attached; significant subsidiaries listed with statutory auditors.
• Perpetual loans from various entities: Evangelous Ventures, Shapoorji Pallonji related parties, and others, treated as equity-instrument.
• Details of related parties and key management personnel provided; remuneration disclosed; no stock options issued.

Closure and sale update

• Board approves permanent closure and sale of knitwear unit at Marihal on an as-is basis.
• Sale consideration Rs 19.50 crore to M/s V. G. Parekh & Co.
• Plant located on freehold land of 15.65 acres at Bagalkot Road, Marihal, Belagavi.
• FY25-26 knitwear turnover Rs 4.23 crore (9.76% of total revenue).
• Knitwear unit net worth negative Rs 41.93 crore, 21.58% of company net worth.
• Closure targeted October 2026; subject to regulatory approvals including Labour authorities.
• Sale of land/building/machinery to be on as-is, where-is basis.
• Sale outside Scheme of Arrangement; will comply with Regulation 37A of LODR.
• Completion date previously set January 2026 postponed by three months.
• Initial sale agreement signed September 9, 2025.

Financial results

• Unaudited standalone and consolidated Q1 2026 results approved; quarter ended June 30, 2026.
• Limited Review Report by Batliboi & Purohit attached.

Knitwear unit closure and sale

• Board approved permanent closure and sale of knitwear unit at Marihal, Karnataka, subject to regulatory approvals.
• Sale agreement signed Sept 9, 2025 for Rs 19.50 crore with M/s V. G. Parekh & Co.
• Knitwear unit land of 15.65 acres; cutting and stitching facilities retained.
• FY2025-26 knitwear turnover Rs 422.73 lakhs (9.76% of revenue).
• As of 31 March 2026, knitwear net worth negative Rs 4,192.55 lakhs (21.58% of net worth).
• Expected completion of sale/disposal: October 2026.
• Sale outside Scheme of Arrangement; requires compliance with Regulation 37A.
• Transaction not related party; arm's length; not with promoter.
• Land, building, and plant & machinery to be sold on an as-is basis.
• Earlier August 2025 board resolution approved sale of land, building and machinery.
• Sale agreement signed September 2025; intimation to BSE on Sept 9, 2025.