Hindoostan Mills Ltd

Acquisition by promoter group

• Target: Hindoostan Mills Limited.
• Acquirers: Abhimanyu J. Thackersey; Hrishikesh J. Thackersey; Khushaal C. Thackersey (Promoter Group).
• Transaction type: Acquisition of equity shares via open market.
• Pre-holding: Promoter group total 1,006,697 shares (60.48%).
• Abhimanyu: 150,483; Hrishikesh: 146,333; Khushaal: 128,079 shares.
• Encumbrances: Nil.
• Total acquired: 4,740 shares (Khushaal 2,370; Abhimanyu 1,185; Hrishikesh 1,185).
• Mode: Open Market.
• Dates: 21-09-2026 to 28-09-2026.
• Post-holding: Promoter group total 1,011,437 shares (60.76%).
• Post-acquisition holdings: Abhimanyu 151,668; Hrishikesh 147,518; Khushaal 130,449.
• Equity capital before/after: 16,64,548 shares (no change).

Hindoostan Mills Limited — Trading window closure from Oct 01, 2026 to 48 hours after the unaudited results for the quarter/half year ended Sep 30, 2026

AGM Details

• AGM conducted via video conference/VC with remote e-voting and defined cut-off date.
• Scrutinizer appointed; consolidated report confirms voting results.
• All AGM resolutions were passed with requisite majorities.

Resolutions & Outcomes

• Adoption of audited financial statements and Directors' and Auditors' reports approved.
• Director re-appointment by rotation approved.
• Statutory auditor appointed for a five-year term.
• Re-appointment of the Joint Managing Director and remuneration approved.
• Overall voting showed majority support; minority opposition observed in some items.

AGM details

• AGM held on 10 September 2026 at 11:30 AM via video conference (NSDL).
• Quorum present; meeting commenced 11:30 AM and concluded 12:18 PM.
• Remote e-voting via NSDL and CDSL; voting remains open 15 minutes post-meeting.

Ordinary business

• Adoption of Audited Financial Statements for year ended March 31, 2026.
• Re-appointment of Abhimanyu J. Thackersey as director retiring by rotation.
• Re-appointment of Statutory Auditors SHR & Co for five years.

Special business

• Reappointment of Abhimanyu Thackersey as Joint Managing Director with remuneration for five years from 8 February 2027.

Voting status

• Results of voting not disclosed in filing; to be announced after Scrutinizer's report.

Financial snapshot

• Revenue from operations: 1,449.26 lakh; total revenue: 1,589.69 lakh.
• Net loss after tax: 662.68 lakh; total comprehensive loss: 632.90 lakh.
• Discontinued textile operations revenue: 263.89 lakh; loss before tax: 555.29 lakh.
• Textile unit closed on 24-Jun-2025; assets held for sale: 568.35 lakh.
• Geographic split: India 1,380.87 lakh; outside India 35.57 lakh.
• Top customer contributed 365.78 lakh (25.32% of FY2025-26 sales).
• Engineering segment to grow calender machines and technical textiles; Techtextil exhibition held in 2026.
• No dividend declared for FY2025-26.
• Cash and cash equivalents ended at 136.26 lakh; undrawn overdraft facility 245.93 lakh.

Capital structure & liquidity

• Equity share capital: 166.45 lakh; no fresh issue during the year.
• Lease liabilities: current 45.25 lakh; no non-current lease liabilities.
• Overdraft facility: 245.93 lakh undrawn.
• Cash flows: operating cash flow -953.65 lakh; investing +981.01 lakh; financing -62.15 lakh.
• CWIP (capital work-in-progress) stood at 4.71 lakh.
• Disposal plan: sale of textile machinery approved with floor price Rs 15 crore via postal ballot.

Discontinued operations & assets held for sale

• Textile Division is shown as discontinued; assets held for sale total 568.35 lakh.
• Discontinued operations: total income 263.89 lakh; expenses 819.18 lakh; loss before tax 555.29 lakh.
• Discontinued cash flows: operating outflow 856.84 lakh; investing inflow 75.88 lakh; net inflow/outflow from discontinued ops disclosed.
• Sale of textile machinery value recognized at lower of carrying amount and fair value; disposal plan ongoing.

Strategic actions & governance

• AGM for year ending 2026 on 10-Sep-2026 via VC/OAVM.
• Abhimanyu J. Thackersey reappointed as Joint Managing Director for 3 years (2027-2030) with remuneration of Rs 3.5 lakh/month; other terms as per notice.
• Statutory auditors SHR & Co. recommended for five-year term; independent directors and board committees detailed in governance report.
• Dividend policy: no dividend for FY2025-26; CSR obligations deemed not applicable due to losses.

Operations, risks and outlook

• Textile unit closed due to prolonged losses; focus shifts to engineering, calender machines and technical textiles.
• Techtextil exhibition in Frankfurt aimed at expanding European and Bangladesh orders; domestic opportunities noted.
• Risks include sustained losses, commodity price fluctuations, and FX exposure; risk policy in place.
• Overdraft facility and liquidity management emphasized; undrawn facilities provide cushion.

Audit, controls & disclosures

• Secretarial audit by PRS Associates; no material compliance issues reported.
• Internal financial controls assessed as adequate and operating effectively.
• Independent auditors’ report supports Ind AS compliance; material contingent liabilities disclosed.
• Textile division discontinuation and related disclosures under Ind AS 105 highlighted.

AGM and book closure

• AGM scheduled for Sep 10, 2026 at 11:30 AM via video conference or other audio-visual means.
• Book closure for the Register of Members from Sep 7 to Sep 10, 2026 (both days inclusive).
• Purpose: to facilitate the 122nd AGM attendance and voting.

JMD Reappointment

• Change: Reappointment of Abhimanyu J. Thackersey as Joint Managing Director.
• Effective from February 08, 2027 for three years until February 07, 2030.
• Approved by the Board on August 07, 2026, subject to shareholders' approval at the AGM.
• Brief profile: Economics graduate from University of Michigan; former Executive Director; rejoined 2020; JMD since 2024.
• Disclosure: NIL regarding inter-director relationships.
• Not debarred from holding director office per SEBI order.