Hindustan Appliances Ltd

Event Overview

• Creation of encumbrance (pledge) over promoter shares.

Key Details

• Target company: Hindustan Appliances Limited (Scrip code 531918).
• Encumbrance type: pledge over promoter shares.
• Encumbered shares: 6,582,000 shares (65.65% of paid-up capital).
• Promoter: Mr. Mehul Jadavji Shah.
• Favouring entity: CTT Trusteeship as Debenture Trustee for debenture holders.
• Reason: security for debenture obligations.
• Date of creation: 08 Oct 2026.
• Post-encumbrance promoter holding: 65.65% of total share capital.
• Prior promoter encumbrance: 0% of total share capital.

Additional Notes

• No change in promoter control disclosed.

Hindustan Appliances Limited: Trading Window Closed from 1 October 2026 till 48 hours after the declaration of the unaudited financial results for the quarter ended 30 September 2026.

Result highlights

• Board approves standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Independent auditor's review notes no audit opinion.
• Two subsidiaries, Kshanika Trading Limited and Jogindra Exports Limited, report nil revenues and nil PAT for the quarter.
• Board meeting held and results approved on 13 August 2026.

Meeting Details

Key Agenda Items

Other Notes

AGM Details

• Date and time: 30 July 2026 at 3:00 PM; venue: physical meeting in Mumbai.
• Voting cut-off date: 23 July 2026; total shareholders on record: 2,743.

Resolutions

• Resolution 1: Adopt standalone financials and reports (Ordinary) — passed.
• Resolution 2: Re-appoint Kalpesh Rameshchandra Shah by rotation (Ordinary) — passed.
• Resolution 3: Appoint Julie Mehul Shah as Director (Ordinary) — passed.

Voting outcomes

• All resolutions passed with near-unanimous support; no votes against; minor invalid ballots.

Director changes

• Kalpesh Rameshchandra Shah re-appointed by rotation.
• Julie Mehul Shah appointed as Director.

Auditors

• Auditors' report adopted; no appointment changes disclosed.

Shareholder attendance

• Total shareholders on record: 2,743; promoters 2; public 42.

AGM Details

• Date/time/mode: 30 July 2026, 3:00 PM, physical AGM at registered office.
• Voting cut-off date: 23 July 2026.
• Remote e-voting window: 27–29 July 2026; ballot voting at the venue.
• Quorum: 44 members attended.

Key Resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appoint Kalpesh Rameshchandra Shah, retiring by rotation.
• Appoint Julie Mehul Shah as director.

Voting Status

• Outcome of resolutions not disclosed; results to be announced after scrutiny report.

Director Changes

• Kalpesh Shah re-appointed as director.
• Julie Mehul Shah appointed as director.

Auditors

• No changes in statutory or secretarial auditors disclosed.

Dematerialisation/Rematerialisation status

• Dematerialisation requests during the reporting quarter were processed and confirmed to the depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates were mutilated and cancelled after verification; depository named as registered owner within timelines.

AGM & Annual Report

• 42nd AGM scheduled for 30 July 2026 at 3:00 PM at the registered office.
• Notice and Annual Report for FY2025-26 circulated electronically; remote e-voting 27–29 July 2026.

Financial Highlights

• Standalone net loss Rs 5.27 lakh; consolidated net loss Rs 5.92 lakh for year ended 31 Mar 2026.
• Dividend not recommended due to losses; no amount transferred to reserves.

Governance & Board

• Kalpesh Rameshchandra Shah to be re-appointed as Director, retires by rotation.
• Julie Mehul Shah appointed as Director (Additional 7 Aug 2025); proposed appointment noted.
• Independent Directors: Hitesh Sangoi, Girish Boradia, Ganesh Shiraskar.

Shareholders & Ownership

• Two subsidiaries: Jogindra Exports Limited and Kshanika Trading Limited, both 100% owned.
• As of 31 Mar 2026, 71.72% of shares dematerialized.
• Promoter group holds ~70.82%; Mehul Shah alone ~65.66%; Anchor Enterprises ~4.87%.

AGM & Notice

• 42nd AGM on 30 July 2026 at 3:00 PM at registered Mumbai office
• Remote e-voting from 27 to 29 July 2026 (09:00–17:00 IST)
• Cut-off date for voting: 23 July 2026
• Notice and Annual Report available online at hindustan-appliances.in and BSE
• e-voting administered by Purva Sharegistry; ballot at AGM
• Proxies allowed; must be lodged 48 hours before meeting
• Green initiative: notices/e-mails preferred for communications
• Members urged to register/update e-mail address for notices

Key financials

• Standalone revenue from operations: 60.76 Lakhs (FY25-26)
• Standalone PBT: -10.56 Lakhs; PAT: -5.27 Lakhs
• Consolidated revenue: 60.76 Lakhs; PBT: -11.21; PAT: -5.92
• Earnings per share: standalone -0.05; consolidated -0.06
• No dividend declared due to losses; no transfer to reserves
• Standalone total equity: 1,457.43 Lakhs; Consolidated total equity: 1,453.93 Lakhs
• Cash & cash equivalents: 881.19 Lakhs; Borrowings: 3,600.22 Lakhs
• Net debt: 2,746.62 Lakhs; Net gearing: 1.89

Capital structure & liquidity

• Equity share capital: 998.88 Lakhs; 99,76,400 shares issued
• 50 paid-up on 49,600 shares (calls-in-arrears)
• Borrowings: 3,600.22 Lakhs
• Cash & bank balance: 881.19 Lakhs
• Net debt and gearing reflect loss-making year
• Company maintains liquidity reserves; no default indicated

Governance & audit

• MD: Kalpesh Rameshchandra Shah; Independent Directors: Hitesh Sangoi, Girish Boradia, Ganesh Shiraskar
• Julie Mehul Shah appointed Aug 7, 2025; eligible for re-appointment
• Board meetings: five in 2025-26; Audit, NR, and Stakeholders committees active
• Statutory Auditor: M/s A D V & Associates; Secretarial Auditor: M/s D. Kothari & Associates
• Independent Directors’ declarations; annual performance evaluation conducted
• Audit reports: unmodified; no fraud reported; governance certificates filed

Subsidiaries & group structure

• Two wholly owned subsidiaries: Jogindra Exports Limited; Kshanika Trading Limited
• Consolidated financial statements include subsidiaries; Annexure I summarizes salient features
• Subsidiaries held 100%: Jogindra Exports Ltd and Kshanika Trading Ltd
• Subsidiaries accounted at cost; investment details disclosed in notes
• Group reports reflect subsidiaries’ assets, liabilities, and performance

Shareholding & dematerialisation

• Promoter holding: Mehul Jadavji Shah 65.66%; Anchor Enterprises 4.87%; Kanan Hemang Shah 0.30%
• Public shareholding: 29.18%
• 31 Mar 2026 dematerialised shareholding: 71.72%
• Stock code: BSE 531918; ISIN INE02XD01011
• Top holders include listed figures; promoter group controls majority stake

Risk management & compliance

• Risk management framework covers market, credit, liquidity risks
• Derivatives used to hedge market risk; treasury forecasts cash flows
• Internal Financial Controls: adequate; no material weaknesses reported by auditors
• CSR not applicable; POSH Act compliance noted; ICC not required due to small workforce
• Green initiatives: electronic delivery of Annual Report; compliance certificates on file