Naturewings Holidays Ltd

NatureWings Holidays Ltd: Trading window closed from October 1, 2026 and will remain closed till 48 hours after the dissemination of the Financial Results of the Company for the half year ended 30 September 2026

AGM details

• 8th AGM held via video conferencing on 31 Aug 2026 at 1:00 PM IST.

Key resolutions

• Adoption of financial statements for the year ended 31 March 2026.
• Declaration of dividend of Rs 1.60 per equity share.
• Appointment of Suman Kumar Paul as Director, retires by rotation.
• Appointment of Kunaal Deepak Agashe as Independent Director.

Attendance & governance

• In attendance: MD, WTDs, independent directors, CFO, and company secretary.

Election Scrutinizer

• Scrutinizer for e-voting appointed: Jatin Kapadia of K Jatin & Co.

Financial performance

• Total income ₹3,026.60 lakh in FY2025-26.
• Net profit ₹154.74 lakh; PBT ₹202.00 lakh.
• EPS ₹9.52 for FY2025-26.
• Equity capital after preferential allotment ₹355.88 lakh.
• Preferential allotment: 3,98,400 shares; capital infusion ₹298.80 lakh.
• Total assets ₹1,829.33 lakh; reserves ₹922.64 lakh; equity ₹1,278.52 lakh.
• Cash and cash equivalents ₹787.98 lakh.

Dividend & capital allocation

• Final dividend ₹1.60 per share (16%) for FY2025-26.
• Dividend subject to member approval at AGM.
• No transfer to reserves; profits retained in P&L.
• Record date for dividend: 24 August 2026.

Governance changes

• Santanu Banerjee resigned as Independent Director on 3 Oct 2025.
• Dibyava Raha appointed Non-Executive Director from 1 Aug 2025.
• Kunaal Deepak Agashe appointed Independent Director from 29 May 2026.

Capital structure & liquidity

• Authorized capital ₹4 crore; issued capital ₹3.5588 crore.
• Post preferential issue, equity capital ₹355.88 lakh.
• Cash and cash equivalents ₹787.98 lakh; liquidity adequate.

Audits & compliance

• Statutory Auditor: Maheshwari & Co.; unqualified report.
• Internal Auditor: Rajat Kala & Associates.
• Secretarial Auditor: K Jatin & Co.; unqualified.
• No frauds reported under Section 143(12).

MD&A & outlook

• Focus on Himalayan and North-East travel experiences.
• FY2025-26 revenue ₹3,069.30 lakh; PAT ₹154.74 lakh.
• Outlook: growth via destination portfolio and digital marketing.
• Threats include economic slowdown, geopolitics, weather, FX volatility.

Internal controls & governance

• Internal controls adequate for size and complexity.
• Board evaluation conducted; policy available on website.
• Whistle-blower mechanism in place; no complaints.
• SME listing exempts Corporate Governance requirements.

AGM Details

• AGM date/time/mode: 31 Aug 2026, 1:00 PM, VC/OAVM
• Record date for dividend: 24 Aug 2026
• Notice and annual report circulated digitally; available on company site

Resolutions at AGM

• Item 1 Ordinary: Adopt Audited Standalone Financial Statements
• Item 2 Ordinary: Declare final dividend of ₹1.60 per share
• Item 3 Ordinary: Re-appointment of Suman Kumar Paul
• Item 4 Special: Appoint Kunaal Deepak Agashe as Independent Director for five years

Dividend Details

• Proposed final dividend of ₹1.60 per equity share
• Dividend subject to member approval at AGM

Director Changes

• Santanu Banerjee resigned as Independent Director on 3 Oct 2025
• Dibyava Raha appointed Non-Executive Director on 1 Aug 2025
• Suman Kumar Paul to retire by rotation; eligible for re-appointment
• Kunaal Deepak Agashe appointed Additional Independent Director effective 29 May 2026

Auditors

• Statutory Auditor Maheshwari & Co.; term until 2028
• Internal Auditor Rajat Kala & Associates appointed for 2025-26
• Secretarial Auditor K Jatin & Co. appointed for 2025-26
• Auditors' report for FY2025-26 has no qualifications

Related Party Transactions

• No material related party transactions outside ordinary course and arm's length

Capital Actions

• Preferential allotment completed; issued 398,400 shares at ₹65 each; aggregate ₹2.59 crore
• Capital increased to ₹355.88 lakh
• Equity shares listed on BSE SME
• Unutilised IPO proceeds ₹9.46 lakh held in escrow

ESOP scope

• Up to 200,000 stock options convertible into an equal number of equity shares of ₹10 each.

Eligibility and approvals

• Eligible employees including Directors (excluding Independent Directors) as decided by the Nomination and Remuneration Committee.

Key terms

• Vesting period: minimum one year from grant.
• Exercise period: as specified in the Scheme after vesting.
• Exercise price: determined by Nomination and Remuneration Committee per the Scheme.
• Maximum options per employee: as determined within Scheme limits.
• Dilution: to be determined by the Nomination and Remuneration Committee.

Approvals and governance

• Board approved ESOP Scheme 2026; terms to be placed before shareholders for approval.
• Shareholders to approve via Special Resolution.

Impact on capital and governance

• Potential equity dilution subject to NRC determination.

Record date for final dividend

• Record date fixed at 24 August 2026 for entitlement to final dividend on equity shares.
• Security: equity shares.
• Final dividend: ₹1.6 (16%) per equity share, subject to AGM approval.
• Payment date: on or before 28 September 2026, subject to tax deduction.
• AGM condition: dividend requires shareholder approval at AGM on 31 August 2026.
• Demat entitlement: NSDL/CDSL data as of close of business 24 August 2026.

NatureWings Holidays Ltd trading window closed for insiders from July 27, 2026 to July 29, 2026, 48 hours after disclosure of final dividend

Meeting Details

• Date: 27 July 2026; venue: registered office or via video conferencing; time not disclosed.

Key Agenda Items

• To consider final dividend recommendation for FY 2025-26.
• To discuss any other business with chair's permission.

Other Notes

• Trading window closed until 48 hours after public disclosure, up to 29 July 2026.