Suditi Industries Ltd

Suditi Industries Ltd – Trading Window closed from October 01, 2026 till 48 hours after declaration of Unaudited Standalone and Consolidated Financial Results for second quarter and half year ending September 30, 2026

AGM Details

• AGM date and time: Sept 30, 2026 at 04:00 PM via VC/OAVM.
• Cut-off date for voting eligibility: Sept 23, 2026.
• Remote e-voting window: Sept 27–Sept 29, 2026.
• Book Closure: Sept 23–30, 2026 (inclusive).

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY2025-26.
• Ordinary: Re-appointment of Raja Gopal Chinraj as Director (retiring by rotation).

Director Changes

• Raja Gopal Chinraj reappointed as Whole-time Director and CEO.
• Remuneration details to be disclosed in Corporate Governance Report.

Book closure details

• Book Closure: September 23, 2026 to September 30, 2026 (both days inclusive).
• Purpose: For the 35th Annual General Meeting of the company.
• Cut-off Date: September 23, 2026.
• Remote e-voting: September 27, 2026, 9:00 AM IST to September 29, 2026, 5:00 PM IST.
• AGM date: September 30, 2026 at 04:00 PM via VC/OAVM.

Financial performance

• Standalone revenue from operations rose to ₹11,194.99 lakhs.
• Standalone net profit after tax rose to ₹963.05 lakhs.
• Consolidated revenue from operations stood at ₹12,130.70 lakhs; PAT ₹1,052.90.
• Consolidated EPS (Basic) ₹2.11; Standalone EPS ₹1.95.
• Net debt ₹2,198.11 lakhs; gearing 26.21%.
• Interest coverage: standalone 18.06x; consolidated 16.27x.
• Operating margins: standalone 9.36%; consolidated 9.39%.
• Current ratios: standalone 2.69; consolidated 2.21.

Capital structure & equity movements

• Authorised share capital increased to ₹70 crore at Jan 16, 2026.
• Equity capital increased to ₹4,960.70 lakh from ₹3,961.63 lakh.
• Preferential allotment approved for 24,90,733 equity shares to non-promoter category.
• 70,67,667 convertible warrants issued on preferential basis; price ₹59.12 per warrant.
• Promoters converted 75,00,000 warrants; ₹15.47 crore received.
• Remaining 25% payment due at conversion of warrants.
• Suditi Design Studio Ltd; SAA & Suditi Retail Pvt Ltd; Suditi Sports Apparels ceased 2025.
• Acquired remaining 50% stake in SAA & Suditi Retail on 6 Mar 2026; now wholly owned.
• Outstanding equity shares warrants: 1,18,67,667 as at 31-03-2026.
• Dividend for 2025-26 not recommended.

Subsidiaries & acquisitions

• Two material subsidiaries: Suditi Design Studio Ltd and SAA & Suditi Retail Pvt Ltd.
• Suditi Sports Apparels Ltd ceased as subsidiary on 11 Sep 2025.
• Acquired remaining 50% stake in SAA & Suditi Retail on 6 Mar 2026.
• ESOP: no options granted in 2025-26; 642,680 options remain.
• Management reviewing options for revival of Suditi Design Studio Ltd.

Governance & board

• Board comprised four directors as of 31 Mar 2026; two independent directors.
• Mr. Manish Harishchandra Singh appointed Additional Independent Director on 17 Apr 2025.
• Mr. Vivek Gangwal resigned as Independent Director on 10 Oct 2025.
• Committees include Audit, Nomination & Remuneration, Stakeholders Relationship, CSR, Risk, Compensation, Right Issue.
• Annual general meeting scheduled 30 Sep 2026 via VC/OAVM.

Audits & internal controls

• Statutory auditors: M/s Chaturvedi & Partners; unmodified opinion for 2025-26.
• Secretarial audit: Amita Karia; reports annexed.
• Emphasis of Matter on going concern for Suditi Design Studio Ltd and SAA & Suditi Retail Pvt Ltd.
• Ind AS 116 leases: Right-to-use assets and lease liabilities recognized.
• Internal controls: robust IFCFR; controls operate effectively.

Outlook, risks & opportunities

• Textiles sector outlook: India to reach around US$350 billion by 2030.
• Opportunities from branded, differentiated, tech-enabled products; domestic growth and exports.
• Risks: tariffs, exchange rates, raw materials, supply chain disruptions, regulatory changes.
• Company aims for sustainable growth via efficiency, product development and market diversification.

Dividend & CSR

• Dividend for FY2025-26 not recommended.
• CSR policy in place; CSR spend not required due to losses.
• CSR details and policy available on company website.

Key Parties

• Target Company: Suditi Industries Limited.
• Disclosing Party: Promoters and PACs (Promoter group) of Suditi.

Transaction Details

• Transaction Type: Acquisition via conversion of warrants under a preferential issue.
• Pre-Transaction Holding: 2,64,01,545 shares (53.22%).
• Shares acquired: 45,00,000 via warrants converted.
• Post-Transaction Holding: 3,09,01,545 shares (56.80%).
• Mode of transaction: Preferential issue—conversion of warrants into equity.
• Date of transaction: 10 August 2026.
• Share capital before: Rs 61,87,46,910 across 6,18,74,691 shares.

Appointment details

• Nidhi Rohit Grover appointed as Company Secretary and Compliance Officer, Membership No. A55595.
• Effective date of appointment: 5 August 2026.
• Reason: Board approved appointment on recommendation of Nomination and Remuneration Committee.
• Profile: Associate member of ICSI with experience in corporate law, compliance and secretarial.
• No relationship with directors, KMPs, promoters, or promoter group.
• Designated as KMP (Key Managerial Personnel) with governance and compliance authority.