Prag Bosimi Synthetics Ltd

PRAG BOSIMI SYNTHETICS LIMITED — Trading Window closed from Oct 1, 2026 till 48 hours after the declaration of the Un-Audited Financial Results for the Quarter and half year ended 30th Sept, 2026

AGM Details

• AGM held on 25 September 2025 at 3:00 PM via VC/OAVM.
• Voting results and Scrutinizer Report attached as Annexures I and II.

Director changes

• Re-appointment of Devang Vyas as Non-Executive, Non-Independent Director; approved 25 Sep 2026.
• Re-appointment of Sunita Shah as Independent Director for Second Term; approved 25 Sep 2026.
• Appointment of Amitav Saikia as Independent Director; approved 25 Sep 2026.
• Appointment of Krish Devang Vyas as Independent Director; approved 25 Sep 2026.

Secretarial auditor appointment

• M/s G. S. Bhide & Associates appointed Secretarial Auditor for five-year term FY 2026-27 to 2030-31.

AGM Details

• AGM held 25 Sep 2026 at 3:00 PM via VC/OVCM.
• 60 members attended through video conference.
• Raktim Kumar Das elected to chair in absence of chair.
• Remote e-voting: 22–24 Sep 2026; on-meeting voting available.
• AGM concluded at 3:30 PM IST.
• Scrutinizer appointed: Mrs. Gayatri Phatak.

Ordinary Resolutions

• Adopt audited financial statements and consolidated statements for year ended 31 March 2026.
• Reappointment of Devang Vyas as Director, retiring by rotation.

Special Resolutions

• Re-appointment of Sunita Shah as Independent Director for second term.
• Appointment of Amitav Saikia as Independent Director.
• Appointment of Krish Devang Vyas as Non-Executive Director.
• Approval of related party transaction.
• Appointment of Secretarial Auditor.

Director Changes

• Devang Vyas reappointed as Director, retiring by rotation.
• Sunita Shah reappointed as Independent Director for second term.
• Amitav Saikia appointed Independent Director.
• Krish Devang Vyas appointed Non-Executive Director.

Auditors & Governance

• Secretarial Auditor appointed.
• Scrutinizer for AGM: Gayatri Phatak.

Material Related Party Transactions

• Approval of related party transaction.

NCLT order enforcement

• NCLT Guwahati orders enforcement of CLB order in 3A Capital vs Prag Bosimi Synthetics.
• Order dated 16 Sep 2026 directs Prag Bosimi to implement the 27 May 2016 RCCP shares order.
• Total RCCP shares: 30,00,000 at ₹100 each, aggregating ₹30 crore.
• Four-week deadline from the order date for implementing the operative direction.
• CLB order upheld by Gauhati HC on 12 July 2017 and by Supreme Court on 02 Feb 2018.
• Cancellation of shares by Gauhati High Court on 18 December 2012 acknowledged; CLB order still valid.
• NCLT jurisdiction to execute CLB orders exists; Section 424(3) Companies Act, 2013 applicable.
• No automatic ₹30 crore monetary award; execution limited to operative direction.
• Lawful methods for implementation may include revival or correction of share records or deemed debt.
• Supreme Court liberty order of 20 August 2024 preserved; does not alter underlying rights.

AGM & compliance updates

• AGM scheduled Sept 25, 2026 at 3:00 PM IST via VC/OAVM.
• Annual Report 2025-26 available online; link provided to members without registered email.
• Cut-off date for email-unregistered shareholders: 28 August 2026.
• KYC updation mandated for physical holders per SEBI circular; PAN, address, bank details required.
• KYC forms ISR-1/2/3, SH-13/14 available on the website.
• Physical folios without updated details will receive payments electronically post Apr 1, 2024.
• Shareholders urged to register email IDs to receive important notices.

Overview & AGM

• 34th AGM scheduled for 25 Sep 2026 via VC/OAVM.
• e-AGM facility with NSDL e-voting details for members.
• Power supply remains disconnected; restart planned with solar setup.
• Prag Jyoti Textile Park associate ~80% complete as of mid-2026.

Financial performance

• Standalone FY26: Revenue ₹1.83 Cr; net loss ₹10.80 Cr; EPS ₹−1.45.
• Consolidated FY26: Revenue ₹1.83 Cr; net loss ₹10.80 Cr; EPS ₹−1.40.
• Auditors flag material going-concern uncertainty due to negative net worth.
• Net cash from operations ₹0.324 Cr; year-end cash ₹0.493 Cr.
• Group CWIP ₹32.60 Cr; standalone CWIP ₹0.12 Cr.

Capital structure & dividends

• Equity capital: ₹89.84 Cr; 74.38 million shares.
• Redeemable Preference Shares: ₹15.77 Cr; 1.577 million shares.
• Promoter stake includes Assam IDC at ~24.71%.
• No dividend declared; 10-year dividend history shows no payouts.

Governance & board changes

• Sunita Shah reappointed Independent Director for 2027–2032.
• Amitabh Saikia appointed Independent Director from Aug 17, 2026.
• Krish Devang Vyas appointed Non-Executive Director from Aug 17, 2026.
• Gayatri Phatak appointed Secretarial Auditor for five years.

Subsidiaries & associates

• Subsidiaries Prag Bosimi Texurising and Prag Bosimi Packaging non-operational.
• Prag Jyoti Textile Park Private Limited is ~80% complete (associate).

Risks & outlook

• Risks: energy disruptions, commodity costs, currency volatility, geopolitical tensions.
• Outlook: restart via cost-cutting, renewables; expand product mix and value addition.

Related party transactions

• Related party policy in place; arms-length approvals; omnibus approvals when needed.
• Loans/advances from related parties disclosed; key balances summarized in notes.

Audit & compliance

• Auditors note going concern; no material non-compliance observed.
• Internal controls are reported as adequate with no significant weaknesses.
• CSR applicability not triggered; CSR policy disclosed where applicable.

AGM details

• AGM on 25 September 2026 at 3:00 PM via VC/OAVM.
• Register of Members closed 18 September 2026 to 25 September 2026.

Key resolutions

• Ordinary: Re-appoint Devang Vyas as Director by rotation.
• Special: Re-appoint Sunita Shah as Independent Director for second five-year term.
• Ordinary: Appoint Amitabh Saikia as Independent Director for first five-year term.
• Ordinary: Appoint Krish Devang Vyas as Non-Executive Director.
• Special: Approve related party transactions; arm's-length; limit 25 Cr for loans to subsidiaries/associates.
• Ordinary: Appoint Secretarial Auditor for five years; remuneration Rs 60,000 per year plus expenses.
• RPT detail: Loans from Private Promoter 34.21 Cr at 4% interest; no interest charged to date.

Related party transactions

• Approval of related party transactions with arm's-length terms; cap of 25 Cr for subsidiary loans.
• Loans from Private Promoter: 34.21 Cr at 4% interest; no interest charged.

Auditors

• Secretarial Auditor appointed for five-year term (2026-27 to 2030-31); remuneration Rs 60,000 per year plus expenses.
• Casual vacancy due to death of prior Secretarial Auditor; new appointee to hold until next AGM.

Secretarial Auditor Appointment

• Casual vacancy due to demise of Ashok Patel.
• Appointment of M/s G. S. Bhide & Associates as Secretarial Auditor effective 20 Aug 2026.
• Appointed for five years from FY 2026-27 to FY 2030-31, AGM approval required.
• Brief profile: sole proprietorship with over 10 years' experience in governance and compliance audits.