Osiajee Texfab Ltd

New Independent Directors & Scrutinizer

• Dolly Seth appointed Independent Director (Non-Executive) effective 24 Aug 2026 for five years.
• Gurmeet Kaur appointed Independent Director (Non-Executive) effective 24 Aug 2026 for five years.
• Karan Kumar appointed Independent Director (Non-Executive) effective 24 Aug 2026 for five years.
• M/s JPM & Associates LLP appointed Scr scrutinizer for AGM e-voting.

Resignations of Independent Directors

• Sunita Devi resigns as Non-Executive Independent Director; effective 24 Aug 2026; confirms no other material reasons.
• Ankur Verma resigns as Non-Executive Independent Director; effective 24 Aug 2026; confirms no other material reasons.
• Akash Rai resigns as Non-Executive Independent Director; effective 24 Aug 2026; confirms no other material reasons.

Committee Reconstitution

• Audit Committee reconstituted: Gurmeet Kaur (Chair, Non-Executive Independent), Reema Saroya (Executive Director), Karan Kumar (Member).
• Nomination and Remuneration Committee reconstituted: Gurmeet Kaur (Chair); Vibha Jain; Dolly Seth.
• Stakeholders Relationship Committee reconstituted: Vibha Jain (Chair); Gurmeet Kaur; Reema Saroya.

Financial results

• Board approved standalone and consolidated unaudited results for quarter ended 30 June 2026, with Limited Review.

Fund-raising status

• No funds raised via public/rights/preferential issue in the quarter; Regulation 32 not applicable.

Share split approval

• Subdivision of ₹10 equity share into ten ₹1 shares approved; date pending record date.

MOA alteration & approvals

• EGM/AGM to pass ordinary resolutions for capital clause alteration; XBRL filing planned.

Annexure A – split details

• Annexure A details split ratio, rationale; completion in ~5 months from shareholder approval.

Capital structure post-split

• Post-split paid-up capital becomes 5.40 crore shares of ₹1; authorized capital 10.5 crore.

Operational and consolidation notes

• Company operates in a single segment; results balancing figures; consolidated includes Osiajee Agro Farms Limited.

Governance & regulatory filings

• Results reviewed by Audit Committee; will be submitted to stock exchanges per SEBI LODR.

Transaction details

• Target: Osiajee Texfab Limited.
• Disclosing Party: Lokesh Goyal, Director; not in promoter group.
• Transaction Type: Sale of equity shares via open market.
• Pre-Transaction Holding: 222,891 shares (4.12%).
• Post-Transaction Holding: 89,980 shares (1.67%).
• Shares Sold: 132,911 shares (2.45%).
• Mode: Open market.
• Date(s) of Transaction: 18 Aug 2025 to 8 Feb 2026.
• Capital context: ₹54,000,000 pre-, post-, and diluted.

Financial highlights

• Revenue from operations: ₹648.94 lakh.
• Total income: ₹713.92 lakh.
• Profit before tax: ₹554.75 lakh.
• Net profit: ₹554.75 lakh.
• EPS: ₹10.27 (basic/diluted).
• Net worth: ₹2,051.45 lakh.
• Total assets: ₹2,696.99 lakh.

Strategic diversification

• MOA amended to add real estate as a principal business.
• Real estate development under initial investments and groundwork.
• Wholly owned subsidiary Osiajee Agro Farms drives agro-forestry revenue.

Balance sheet & assets

• Non-current investments: ₹488.22 lakh; PPE: ₹848.07 lakh.
• Consolidated assets strengthened versus prior year.
• Diversified asset base supports future growth across real estate and agro-forestry.

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the quarter ended 30 June 2026.
• The dematerialised securities have been listed on the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository updated as registered owner.

Regulatory clarification

• Osiajee Texfab states it is not a noticee or party to the SEBI interim order.
• Interim order has not been passed against the company and imposes no restrictions on operations.
• The company continues to operate in the ordinary course with no impact on day-to-day activities.
• Proceedings concern individuals in personal capacities; the company is not alleged to have traded.
• A press release has been issued to provide accurate information; Annexure I is enclosed.
• Management remains focused on operational growth and strengthening core business.
• Company affirms ongoing compliance and normal governance standards.

Key Decisions

• Board approved name change to Osiajee Real Estate Limited, subject to shareholders' postal ballot approval.
• CRC approval received (SRN AC3584806) on 27 May 2026.
• Postal Ballot Notice and Explanatory Statement approved.
• JPM & Associates LLP appointed as Scrutinizer for e-voting/ballot.
• Change to reflect new name subject to MOA/AOA amendments.
• Annexure I discloses amendments to MOA & AOA reflecting the name change.