Gujarat Hy-Spin Ltd

AGM Details

• Date and time: 03 Sep 2026, 11:00 AM–2:00 PM, physical meeting with remote e-voting at registered office.
• Voting rights defined by cut-off date in notice.

Key Resolutions

• Adopt Standalone Audited Financial Statements for year ended 31 March 2026 (Ordinary).
• Reappoint Non-Independent Director (Ordinary).
• Appoint Finava Associates as Statutory Auditor for five years (Ordinary).
• Appoint Whole-time Director (Special).
• Appoint Managing Director (Special).

Gujarat Hy-Spin Ltd – Closure of Trading Window

AGM details

• 16th AGM on 30 September 2026 at 11:00 a.m. at Registered Office.
• Mode: physical meeting at the Registered Office in Gondal, Rajkot, Gujarat.
• Share register closure: 23 September to 30 September 2026 (inclusive).
• Record date/cut-off for voting: 25 September 2026.
• Remote e-voting window: 26 September 2026 to 29 September 2026.

Resolutions

• Ordinary: adopt Standalone Audited Financial Statements for year ended 31 March 2026.
• Ordinary: re-appoint Mrs. Bindiya Ketankumar Parvadiya as Non-Executive Non-Independent Director.
• Ordinary: appoint M/s Finava & Associates as Statutory Auditor to fill casual vacancy until 2031.
• Special: appoint and designate Maganlal Shambhubhai Parvadiya as Managing Director for five years.
• Special: appoint and designate Chandubhai Shambhubhai Parvadiya as Whole-time Director for five years.
• Remuneration provisions: minimum remuneration in absence of profits and board authority to modify terms.

Directors & management changes

• Bindiya Ketankumar Parvadiya to be re-appointed as Non-Executive Director.
• Maganlal Shambhubhai Parvadiya appointed Managing Director, effective 31 Aug 2026, for five years.
• Chandubhai Shambhubhai Parvadiya appointed Whole-time Director, effective 31 Aug 2026, for five years.

Auditor appointments

• Statutory Auditor appointed: Finava & Associates for casual vacancy from 31 Aug 2026 to AGM 2031.

Other significant approvals

• Board authorized to take necessary actions to implement the above resolutions.
• Terms and remuneration for MD/WTD to be as per explanatory statements, with potential minimum remuneration.

Financial performance

• Revenue from operations for FY2025-26: ₹8272.30 lakhs, down from ₹9255.63.
• Total income for FY2025-26: ₹8386.34 lakhs, down from ₹9496.38.
• PAT after tax: ₹4.70 lakhs, down from ₹9.72.
• EPS (basic & diluted): ₹0.03.
• Dividend not recommended for FY2025-26.
• PBT: ₹6.40 lakhs; Current tax ₹6.98; Deferred tax −₹5.27; PAT ₹4.70.
• Operating margin: 0.35%; Net profit margin: 0.06%.

Capital structure & liquidity

• Share capital: ₹16.75 crore (1,67,50,000 shares).
• Short-term borrowings: ₹1,134.89 lakh; current maturities ₹60.98; long-term borrowings ₹245.02.
• Total borrowings: ₹1,379.91 lakh.
• Cash and cash equivalents: ₹124.55 lakh.
• Current ratio: 1.24; Debt to equity: 1.08.
• Export obligation under EPCG: ₹5074.13 lakh; extension process initiated.

Audits & internal controls

• RPC & Co resigned; Finava & Associates appointed as Statutory Auditor to 2031.
• Secretarial audit flagged internal auditor not appointed; professional tax dues outstanding; steps to regularise.
• Inventories and debtors not independently verified; Emphasis of matter in audit report.
• Internal financial controls have a material weakness due to non-operational audit trail.

Governance & board

• Board met five times in 2025-26; quorum observed.
• Audit Committee: 3 members (2 Independent, 1 Executive).
• Nomination & Remuneration Committee: 3 Independent Directors.
• Stakeholders Relationship Committee: 3 members.
• Mrs. Bindiya Ketankumar Parvadiya to retire by rotation; eligible for re-appointment.
• Finava & Associates appointed as Statutory Auditor post-resignation; 5-year term proposed.

Related party transactions & risk

• Related party transactions approved by Audit Committee; arm's length and ordinary course.
• Notable items: KMP remuneration; brokerage and rent to relatives; purchases from promoter-linked entities.
• Trade receivables from Paras Cotton: ₹59.58 lakh; loan balance ₹33.24 lakh with related parties.

Secretarial & compliance

• Annexure MR-3 notes non-appointment of Internal Auditor; PT dues outstanding; actions planned.
• AOC-2 disclosures not applicable; compliance status reviewed by secretarial auditor.
• SME listing not requiring full corporate governance report; information provided in Board reports.

Risks and outlook

• Internal risks: working capital, operations, technology adaptation.
• External risks: competition, market demand, customer concentration.
• Management highlights risk monitoring is embedded in business processes with periodic reviews.

AGM notice and schedule

• Approved the Notice of 16th AGM and Directors' Report; Annual Report 2025-26 will be sent to members.
• 16th AGM scheduled for 30 September 2026 at 11:00 AM at Registered Office.

Voting, record date, and e-voting

• Record date and share transfer books closed 23–30 September 2026 for AGM.
• Cut-off date for voting eligibility: 25 September 2026 for remote e-voting.
• NDSL to provide AGM e-voting facility.

Auditors appointment

• Casual vacancy filled: M/s Finava & Associates appointed as Statutory Auditors from 31 Aug 2026 until ensuing AGM.
• Board recommended appointing Finava for 5-year term from after 16th AGM to 21st AGM, subject to shareholders.
• Annexures contain detailed disclosures.

Directors appointments and re-appointments

• Re-appoint Mrs. Bindiya Ketankumar Parvadiya as Non-Executive Non-Independent Director, subject to shareholder approval.
• Appoint Mr. Maganlal Shambhubhai Parvadiya as Managing Director for 5 years from 31 Aug 2026, subject to approval.
• Appoint Mr. Chandubhai Shambhubhai Parvadiya as Whole-time Director for 5 years from 31 Aug 2026, subject to approval.

Meeting timing and annexures

• Meeting commenced 3:00 PM and concluded 4:00 PM IST.
• Annexure I provides Statutory Auditor appointment details; Annexure II contains SEBI disclosures.

Meeting Details

Key Agenda Items

Other Notes

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.

Results

• 📊 Standalone audited results cover half year and year ended 31 March 2026.
• 📊 Net sales rose to ₹82.72 crore from ₹92.56 crore, down 10.6% year-on-year.
• 📊 Total income fell to ₹83.87 crore from ₹94.96 crore, down 11.7% year-on-year.
• 📊 PBT was ₹6.40 lakh versus ₹13.36 lakh last year.
• 📊 PAT was ₹4.70 lakh versus ₹9.72 lakh last year.
• 📊 EPS was ₹0.03 versus ₹0.06 last year; face value ₹10.
• 📊 Material cost was ₹64.37 crore, about 77.8% of net sales.
• 📊 Other expenses were ₹12.13 crore; employee cost ₹3.35 crore; finance cost ₹1.37 crore.

Balance sheet and cash flow

• 📊 Equity and liabilities rose to ₹39.90 crore from ₹33.09 crore.
• 📊 Inventories increased to ₹13.36 crore from ₹10.85 crore.
• 📊 Trade receivables declined to ₹5.10 crore from ₹6.49 crore.
• 📊 Cash and equivalents increased to ₹1.25 crore from ₹0.18 crore.
• 📊 Long-term borrowings were ₹2.45 crore; short-term borrowings were ₹11.35 crore.
• 📊 Net cash from operations was ₹3.63 crore for FY26.
• 🧱 Capex on fixed assets, capital WIP and advances was ₹1.32 crore.
• 🧱 Long-term loans and advances increased by ₹4.96 crore during the year.

KPIs

• 📊 Debt-equity ratio was 1.08 versus 0.73 last year.
• 📊 Interest coverage ratio was 1.05 versus 1.13 last year.
• 📊 Debt service coverage ratio was 1.05 versus 1.13 last year.
• 📊 Working capital improved through lower receivables and higher trade payables.

Audit and governance

• 📍 Statutory auditor issued an unmodified opinion on the audited financial results.
• 🗒️ Auditor noted inventory verification and debtor-creditor confirmations were not independently verified.
• 📍 Board approved appointment of Monika V. Tyagi & Associates as secretarial auditor for FY26.

Business

• 🗒️ Company manufactures cotton yarn and other yarn.
• 🗒️ Textile is reported as a single business segment.