Swasti Vinayaka Synthetics Ltd

AGM details

• AGM conducted via VC/OAVM in September 2026.
• Meeting started at 12:05 PM and ended at 12:20 PM.
• Record date for voting set in late September 2026.
• Total resolutions put to vote: six.

Resolutions and outcomes

• Ordinary: Adopt Audited Financial Statements and reports; approved.
• Ordinary: Directors by rotation—Aryan Poddar reappointment.
• Ordinary: Approval of Material Related Party Transactions.
• Ordinary: Secretarial Auditor appointment—Sandeep Dar & Co.
• Special: Re-appointment of Aryan Poddar as Whole-Time Director.
• Special: Appointment of Yash Rungta as Independent Director.

Director changes

• Aryan Poddar retires by rotation; reappointment approved.
• Aryan Poddar reappointed as Whole-Time Director.
• Yash Rungta appointed as Independent Director.

Auditor appointments

• Secretarial Auditor appointed: Sandeep Dar & Co.

Material related party transactions

• Approval of material related party transactions; counterparty details not disclosed.

Other material approvals

• No additional material approvals disclosed.

AGM Details

• Date/time: Sep 29, 2026 at 12:05 PM IST; mode: Video Conferencing.
• Quorum met; MCA circulars adhered.

Key Resolutions and Outcomes

• Ordinary: Adoption of Audited Financial Statements — Passed.
• Ordinary: Reappointment of Aryan Poddar by rotation — Passed.
• Ordinary: Approval of Material Related Party Transactions — Passed.
• Ordinary: Appointment of Sandeep Dar & Co. as Secretarial Auditor — Passed.
• Special: Re-appointment of Aryan Poddar as Whole-Time Director — Passed.
• Special: Appointment of Yash Rungta as Independent Director — Passed.
• All resolutions passed with requisite majority.

Director Changes

• Aryan Poddar reappointed as Director by rotation.
• Aryan Poddar reappointed as Whole-Time Director.
• Yash Rungta appointed Independent Director.

Auditor Appointments

• Sandeep Dar & Co. appointed Secretarial Auditor.

Material Related Party Transactions

• Approval of Material Related Party Transactions.

Swasti Vinayaka Synthetics Limited – Trading window closure for Designated Persons and their Immediate Relatives from Thursday, October 1, 2026 till the conclusion of 48 hours after the declaration of Un-audited Financial Results for the Quarter and Half year ended on September 30, 2026.

AGM and regulatory updates

• 44th AGM scheduled for 29 September 2026 at 12:00 IST via VC/OAVM.
• FY2025-26 Annual Report emailed to registered shareholders; access via the company's website.
• For non-registered emails, the notice provides web path to Annual Report.
• One-year window to re-lodge physical share transfer requests: Feb 5, 2026 to Feb 4, 2027.
• Shareholders urged to update email addresses with depositories to receive communications and support the Green Initiative.
• Letter dispatched to Members with unregistered emails containing the Annual Report link/path.

Financial performance

• FY26 revenue from operations Rs 3,20,276k; down from Rs 3,83,806k.
• Total income Rs 3,38,744k in FY26; Rs 3,85,583k in FY25.
• PAT Rs 30,502k in FY26; Rs 24,232k in FY25.
• Basic EPS Rs 0.33 in FY26; Rs 0.27 in FY25.

Capital structure & liquidity

• Equity share capital Rs 90,000k; net worth Rs 171,182k.
• Long-term borrowings Rs 42,509k; down from Rs 55,162k.
• Current ratio 5.01; debt-equity 0.16 as at 31-Mar-2026.
• Cash and cash equivalents Rs 1,846k; bank balances Rs 321k.

Dividends & reserves

• Dividends not recommended; profits retained in P&L.
• Reserves: Surplus Rs 135,025k; total equity Rs 171,182k.

Governance & board changes

• Madhusudan Lohia re-appointed independent director for five years from 29-Jul-2025.
• Yash Rungta appointed Independent Director; term 14-Aug-2026 to 13-Aug-2031.
• Aryan Poddar to be re-appointed; retirement by rotation.
• Prabhat Poddar and Shilpa Poddar resigned w.e.f. 01-Sep-2026.
• Secretarial Auditor: Sandeep Dar & Co for 2026-27 to 2030-31; subject to AGM.
• Statutory Auditor: Sanjay Raja Jain & Co; appointment until 2030.

Related party transactions

• RPT policy adopted; all RPTs reviewed by Audit Committee and Board.
• Material RPT threshold 3.20 crore; arm's length terms.
• Annexure II lists RPTs with ILFPL, SVIPL, SVRDPL, ERPL, ASPL.

Outlook & risks

• Growth driven by core strengths, marketing and distribution expansion.
• Tarapur garment unit planned to support House of Namah brand.
• Risks include competition, rising costs and shifting consumer preferences.

Audit, risk & internal controls

• SDD not in place Feb-Mar 2026 due to cybersecurity incident.
• Internal controls assessed as adequate; no material audit qualifications noted.
• Secretarial and statutory audits reported no material non-compliances.

Remuneration & employees (summary)

• FY25-26 director remuneration: MD Rs 99.0L; WTD Rs 27.77L; CFO Rs 6.44L.
• Median employee remuneration Rs 4.31L; MD-to-employee ratio 22.96.

AGM Details

• AGM date/time: 29 Sep 2026, 12:00 PM IST, via VC/OAVM.
• Record closure: register of members closed 23–29 Sep 2026.
• Remote e-voting window: 24–28 Sep 2026; quorum via VC/OAVM.
• Deemed venue: Registered Office of the Company.

Key Resolutions

• Ordinary: Adoption of Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appointment of Aryan Poddar as Director by rotation.
• Ordinary: Approval of Material Related Party Transactions.
• Ordinary: Appointment of Sandeep Dar & Co as Secretarial Auditor for 5 years.
• Special: Re-appointment of Aryan Poddar as Whole-Time Director for 3 years.
• Special: Appointment of Yash Rungta as Independent Director for 5 years.

RPT Details

• RPTs with related parties approved; at arm's length.
• Materiality threshold set at 3.20 crore (10% turnover); details in Annexure 2.

Auditor & Secretarial

• Secretarial Auditor: Sandeep Dar & Co appointed for five years.

Directors & Appointments

• Aryan Poddar re-appointed as Whole-Time Director for three years from Nov 12, 2026.
• Yash Rungta appointed Independent Director for five years starting Aug 14, 2026.

AGM Details

• 44th AGM to be held via Video Conferencing on Sep 29, 2026 for FY ended Mar 31, 2026.
• Register of Members and Share Transfer Books to close Sep 23–29, 2026 inclusive.
• E-voting eligibility cutoff fixed as Sep 22, 2026.
• Board approved the Board's Report for FY 2025-26.

Director / KMP changes

• Appoints M/s. Sandeep Dar & Co. as Secretarial Auditor for a 5-year term (2026-27 to 2030-31), pending AGM.
• Appoints Mr. Yash Sanjiv Rungta as Additional Independent Director until ensuing AGM, with a 5-year term proposed.
• Re-appoints Aryan Poddar as Whole-time Director for 3 years, 12Nov2026-11Nov2029, subject to AGM.