Santosh Fine Fab Ltd

Santosh Fine Fab Ltd – Closure of Trading Window

AGM details

• Date of AGM: 25-09-2026.
• Start time: 11:30 AM; End time: 11:45 AM.
• Mode: not explicitly stated; voting via e-voting and poll.
• Record date: 18-09-2026; Shareholders on record: 1260.
• Postal ballot receipt deadline: 25-09-2026.

Resolutions

• Resolution 1 (ordinary): Adopt audited financial statements for year ended March 31, 2026.
• Resolution 2 (ordinary): Re-appointment of director by rotation.

Voting results

• Resolution 1: Passed with 99.999% in favour; 11 against.
• Resolution 2: Passed with 99.999% in favour; 11 against.

Dividend

• Dividend: No dividend proposed.

Director changes

• Director changes: Re-appointment by rotation.

Auditor & RPT

• Auditor appointments: No changes reported.
• Material related party transactions: None disclosed.

Other material approvals

• Other approvals: None reported.

Purpose and resolutions

• Postal ballot for two ordinary resolutions: adoption of financial statements and director reappointment.

Resolution 1: Financial statements

• Ordinary resolution to adopt Audited Standalone Financial Statements for the year ended March 31, 2026.

Resolution 2: Director appointment

• Ordinary resolution to reappoint Ashok Tulsiyan as director on rotation.

Outcome

• Both resolutions passed with requisite majority; voting percentages not disclosed.

Shareholder impact

• Adoption of financial statements; governance continuity with director reappointment.

AGM Details

• 44th AGM held physically on 25 September 2026 at 11:30 AM in Mumbai.
• Venue: Mittal Estate Building No 6, Andheri East, Mumbai 400059.
• Chairman Shri Santosh Tulsiyan chaired the meeting proceedings.
• Ms. Lalita Lath appointed Scrutinizer for remote e-voting and ballot.
• Independent Auditor's Report read out; Annexure to Audit Report to be read.
• Remote e-voting facility provided to members; ballot voting conducted.
• Shareholders represented: 1,155,550 shares.

Book closure details

• Book-closure period: 19.09.2026 to 25.09.2026 inclusive.
• Purpose: AGM.
• Security: Equity shares.

Santosh Fine Fab Ltd AGM filing received; no detailed outcomes in the provided excerpt

Financial highlights

• Revenue from operations: 1,640.82 Lacs in 2025-26, down from 1,661.99 Lacs.
• EBITDA: 69.18 Lacs.
• Profit before tax: 1.34 Lacs.
• Net profit after tax: 2.39 Lacs.
• Tax on profit: 1.05 Lacs.
• PAT after tax: 2.39 Lacs.
• Proposed/dividend: Nil for 2025-26.
• Surplus carried to balance sheet: (25.57) Lacs.

Dividend & reserves

• Dividend declared for the year: Nil.
• No transfer to general reserve during the year.
• 44th AGM will consider adoption of financial statements.

Governance & AGM

• Board comprises Chairman MD Santosh R. Tulsiyan and six other directors.
• Five Board meetings and five Audit Committee meetings held in 2025-26.
• Independent Directors: Sanjeev D. Saran, Asharam S. Rungta, Radhaballabh Tibrewala.
• Audit Committee chaired by Asharam S. Rungta; meets five times.
• 44th AGM: Sep 25, 2026; ordinary business includes adoption of financial statements and reappointment.

Audit & internal controls

• Statutory auditors: Jhunjhunwala Jain & Associates LLP re-appointed for 2025-26 to 2029-30.
• Secretarial audit: Annexure-III appended; Board policies on Vigil Mechanism visible on website.
• Internal controls found adequate; ERP SAP in use; Management Audit Division reviews controls.
• Auditor's report notes no material qualifications; no going concern issues reported.

Capital structure & liquidity

• Debt-to-equity: 1.05x.
• Total debt net of cash: 602.23 Lacs.
• Current ratio: 1.46x.
• Current borrowings: 592.59 Lacs; non-current: 13.56 Lacs.
• Cash and cash equivalents: 3.93 Lacs.

Related party transactions

• Related parties include Silwester Tex Pvt Ltd, Signora Exports, Intelifab Fashions, Prabhudayal Polyester.
• Arm's length terms; transactions disclosed in Form AOC-2.
• Processing charges to Silwester Tex: Rs 70.62 Lacs.
• Signora Exports – fabrics: Rs 1.26 Lacs; job charges: Rs 34.72 Lacs.
• Intelifab Fashions – fabrics: Rs 6.61 Lacs; balance: Rs 2.29 Lacs.

Shareholding & market data

• Total issued equity: Rs 343.33 Lacs; 3.5246 million shares.
• 17% of shares dematerialized as of 31-03-2026.
• Promoters hold 52.19% of equity; top promoter Arjun Tulsiyan 9.41%.
• Stock: BSE code 530035; ISIN INE612D01018.
• Registrar: Adroit Corporate Services.

Management discussion & outlook

• Textile industry faced subdued demand but shows signs of recovery.
• Domestic consumption and exports are improving; topline and bottom line expected to rise.
• Operations gradually expanding; capacity utilization improving; cash flows adequate to meet obligations.
• Management focuses on inventory control and cost reduction to sustain margins.

Compliance & CSR

• CSR provisions are not applicable to the company.
• Whistle blower/vigil mechanism established; governance framework strengthens compliance.
• Management asserts adherence to corporate governance norms and board controls.

Financials (Q1 FY2027)

• Net sales from operations: Rs 356.76 lakh (Q1 FY2027, unaudited).
• Total income: Rs 356.76 lakh; total expenses: Rs 375.01 lakh.
• Net loss for the quarter: Rs 14.31 lakh; EPS: (0.41).
• Single reportable segment: fabrics; standalone results.
• Board approved unaudited results; limited review by auditors; no audit opinion issued.
• Paid-up equity capital: Rs 352.46 lakh; face value Rs 10.
• Calls in arrears: Rs 9.14 lakh (premium equal).
• Audit: Independent auditor's review completed; report date Aug 11, 2026.