Technocraft Industries (India) Ltd

Acquisition status

• Target: Technosoft Integrated Solutions K.K., a newly incorporated Japan-based entity; business line not disclosed.
• Proposed acquisition by Technocraft's subsidiary Technosoft Engineering Projects Limited was for 100% stake.
• Discussions terminated; no material financial implications as target had not started business.
• Regulatory approvals: not disclosed.
• Timeline: not applicable; discussions concluded.
• Form of consideration: not applicable.
• Shareholding acquired: none; transaction aborted.
• Size/scale: not disclosed.
• Target background: newly incorporated in Japan; no turnover history yet.

Senior Management Changes

• Deepak Mishra appointed SMP as CEO - Extrusion and Formwork, effective Oct 1, 2026; long-time Technocraft leader.
• Amit Musaddy designated SMP as Chief Strategy Officer, effective Oct 1, 2026; CSO with ISB MBA and CA.
• Ketan Oza designated SMP as SVP - Textile Marketing, effective Oct 1, 2026; long-time Technocraft marketer.
• Praveen Nimbalkar designated SMP as COO - Textile, effective Oct 1, 2026; long-time textile leader.
• Yogesh Chaturvedi designated SMP as Head of Procurement, effective Oct 1, 2026; with 21 years at Technocraft.
• Shilpa Kulkarni designated SMP as DGM - Human Resources, effective Oct 1, 2026; long-time HR professional.
• Rajesh Naik designated SMP as Senior VP & Business Head - Apparel, effective Oct 1, 2026; 21-year association.
• Vikas Patangia designated SMP as GM Corporate - Legal Affairs, effective Oct 1, 2026; 35-year legal governance expert.
• Madan Yadav designated SMP as SVP - Formwork, effective Oct 1, 2026; 13 years in sales with Technocraft.

AGM Details

• Date and time: 28 September 2026 at 11:30 a.m.
• Mode: VC/OAVM.
• Record date for voting: 21 September 2026.
• Remote e-voting window: 24–27 September 2026.

Key Resolutions

• Item 1 (Ord): Adoption of Audited Financial Statements.
• Item 2 (Ord): Re-appointment of Navneet Kumar Saraf (Director retiring by rotation).
• Item 3 (Ord): Re-appointment of Ashish Kumar Saraf (Director retiring by rotation).
• Item 4 (Ord): Ratification of remuneration of Cost Auditors NKJ & Associates.
• Item 5 (Ord): Approval for transactions with AAIT/Technocraft Scaffold Distribution LLC FZE.
• Item 6 (Special): Approval to grant loan, guarantee, or security to Techno Defence Private Limited.

Voting Results

• Item 1: Passed; 99.90% in favour.
• Item 2: Passed; 99.90% in favour.
• Item 3: Passed; 99.90% in favour.
• Item 4: Passed; 99.90% in favour.
• Item 5: Passed; 98.63% in favour.
• Item 6: Passed; 99.90% in favour.

Director Changes

• Navneet Kumar Saraf reappointed as Director (rotating).
• Ashish Kumar Saraf reappointed as Director (rotating).

Auditors

• Cost Auditor NKJ & Associates remuneration ratified for FY2027.

Material Related Party Transactions

• Approval for transactions with AAIT/Technocraft Scaffold Distribution LLC FZE (step-down subsidiary).

Other Material Approvals

• Special resolution approved loan/guarantee/security for Techno Defence Private Limited.

AGM Details

• Date/time and mode: 28 Sep 2026, 11:30 IST, via VC/OAVM.

Resolutions

• Ordinary: Adoption of Audited Standalone and Consolidated Financial Statements and Reports.
• Ordinary: Re-appointment of Navneet Kumar Saraf as Director retiring by rotation.
• Ordinary: Re-appointment of Ashish Kumar Saraf as Director retiring by rotation.
• Ordinary: Ratification of remuneration for Cost Auditors for FY 2027.
• Ordinary: Approval for transactions with AAIT/Technocraft Scaffold Distribution LLC FZE (step-down subsidiary).
• Special: Approval to grant loan/guarantee/security for loan to Techno Defence Private Limited.

Dividend

• Interim dividend declared of ₹20 per equity share.

Directors

• Navneet Kumar Saraf reappointed as Director retiring by rotation.
• Ashish Kumar Saraf reappointed as Director retiring by rotation.

Auditors & Governance

• Statutory auditors reported no qualifications; Secretarial audit report had no qualifications.
• Cost Auditor remuneration ratified for FY 2027.

Related Party Transactions

• Approval for entering into transactions with AAIT/Technocraft Scaffold Distribution LLC FZE.

Overview

• Standalone BRSR for Technocraft Industries (India) Limited; main activities include drum closures, scaffoldings, textiles.
• Standalone reporting boundary; four plants and one office in India.
• Exports constitute a meaningful turnover share, signaling diversified markets.

Key ESG Risks & Opportunities

• Energy management risk from electricity and fossil fuels; mitigated by energy efficiency and solar.
• Occupational health and safety risk; mitigated via risk assessments, training, incident reporting.
• Use-phase emissions risk; mitigated by energy-efficient design, VFDs, rooftop solar.
• Materials sourcing risk from disruptions; mitigated by supplier diversification and strategic sourcing.
• Remanufacturing opportunities; reduces virgin materials and enables new revenue streams.

Governance & Policy Highlights

• Board oversight with Risk Management and Audit Committees; ABAC and Whistleblower policies.
• ABAC, anti-bribery and other governance policies in place and board-approved.
• No material non-compliance reported; external assurance not obtained for this period.
• Policy framework independently evaluated by external firm; no material non-compliance found.

Social Responsibility & Workforce

• Total workforce: 1,420 employees and 2,565 workers; male-dominated composition.
• LTIFR is zero for both employees and workers; PPE and HIRA employed.
• CSR applicability; funding focuses on education and science initiatives.
• Training covers POSH, insider trading, safety; ongoing well-being measures.

Environmental Performance

• Total energy consumption about 5.88 million GJ; rooftop solar 150 kW.
• Scope 1 and Scope 2 emissions: 27,165 and 49,242 tCO2e respectively; intensity 62.89 tCO2e/employee.
• Zero Liquid Discharge (ZLD) implemented with ETPs/STPs and reuse of RO reject water.
• Waste management: total waste about 18,470 MT; recycling ~13,937 MT; landfill ~3,288 MT.
• Certifications: ISO 9001/14001/45001; GOTS; SEDEX; HIGG FEM; OCS.

Stakeholder Engagement & Complaints

• Key stakeholder groups: customers, government, employees, suppliers, investors, communities; communities identified as vulnerable.
• Engagement via email, meetings; frequency varies; management reviews inputs with Board.
• Complaints: 2025-26 customer complaints 0; shareholders 1 filed and resolved; POSH-related concerns 0.

Other Notable Metrics

• Related party transactions: purchases 35.38%; sales 22.11%; loans 98.71%; investments 51.16%.
• Data privacy/cybersecurity: policy in place; no data breaches during the year.
• Active participation in industry associations; policies and disclosures publicly accessible.

Financial highlights

• Standalone revenue from operations ₹203,023.01 Lakhs; down ₹6,101.25 YoY.
• Consolidated revenue ₹275,898.05 Lakhs; up 6.30% YoY.
• Standalone EBITDA ₹40,744.63 Lakhs; Consolidated EBITDA ₹56,970.12 Lakhs.
• Standalone PAT ₹24,495.87 Lakhs; Consolidated ₹29,308.37 Lakhs.
• Standalone EPS ₹108.04; Consolidated EPS ₹125.84.
• Interim dividend ₹20 per share; record date 4 June 2026; payout within 30 days.
• Share capital stands at ₹2,267.28 Lakhs; unchanged.
• Geographic revenue: Domestic ₹94,277.38 Lakhs; Export ₹108,745.63 Lakhs.

Segment and geographic performance

• Drum Closures revenue ₹54,135.88; Scaffoldings ₹119,019.42; Yarn ₹21,304.11; Fabric ₹12,583.01; Engg & Design ₹27,953.85; Total ₹2,07,042.42.
• External revenue from operations ₹2,03,023.01 for segments.
• Segment operating profit: Drum ₹20,965.14; Scaffoldings ₹12,299.23; Yarn ₹669.93; Fabric (1,629.06) ; Engg & Design ₹3,415.21; Others ₹14.12; Total ₹33,648.80.
• Domestic revenue ₹94,277.38 Lakhs; Export revenue ₹1,08,745.63 Lakhs.

Capital structure and liquidity

• Standalone current borrowings ₹36,024.47 Lakhs; non-current ₹16,790.53; total debt ₹52,815.00.
• Standalone net debt ₹26,626.18; net debt to equity 0.16.
• Consolidated current borrowings ₹65,117.54; long-term borrowings ₹20,228.41.
• Consolidated net debt ₹65,899.35; net debt to equity 0.33.

Dividend, capital allocation & shareholding

• Interim dividend of ₹20 per equity share declared; payment date around 27 June 2026.
• Equity share capital remained at ₹2,267.28 Lakhs; no new equity issues or ESOPs.
• Dividend policy disclosed; cash returns to shareholders supported by CSR and capex plans.

Governance, audit & controls

• Board comprised 10 directors; five executive, five independent; one woman director.
• Audit Committee has five independent directors; meetings held four in FY2025-26.
• Secretarial audit concluded with no qualifications; internal controls deemed adequate.
• Risk Management Committee, CSR Committee and Nomination & Remuneration Committee in place.

Related party transactions

• All related party transactions were in ordinary course and on arm's length basis.
• Material RPT with AAIT/Technocraft Scaffold Distribution LLC; approval upto ₹600 Crores for FY2026-27.
• AAIT is a step-down subsidiary; related parties abstain from voting on RPT resolutions.

CSR, ESG and sustainability

• CSR policy approved; RVG Educational Foundation contributed ₹450 Lakhs.
• IIT Jammu/Gandhinagar and Nehru Science Centre contributions noted; CSR projects disclosed.
• Total CSR spend ₹469.21 Lakhs; two percent of average net profit ₹459.21 Lakhs; excess ₹11.59 Lakhs set off.

Outlook, risks & market context

• Risks include global slowdown, FX volatility, commodity price swings, and supply chain disruptions.
• Outlook supported by Make in India, infrastructure push, and diversification into overseas markets.
• Management emphasizes automation, capex, and product diversification to sustain growth.

Audit flags & compliance

• Consolidated financials audited; no material qualifications noted in CARO disclosures.
• SEBI LODR compliance and secretarial rigor reaffirmed; annual report accessible online.

AGM Details

• Date and time: 28 September 2026 at 11:30 a.m. IST
• Mode: two-way VC/OAVM participation
• Deemed venue: registered office
• Record date for voting: 21 September 2026
• Remote e-voting window: 24–27 September 2026
• Participation via VC/OAVM; 1000 member cap on first-come basis

Resolutions

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026
• Re-appoint Navneet Kumar Saraf as Director, retiring by rotation
• Re-appoint Ashish Kumar Saraf as Director, retiring by rotation
• Ratify remuneration of Cost Auditors for FY 2026-27 at ₹1 Lakh plus taxes
• Approve export sale transactions with AAIT for up to ₹600 Crores in FY 2026-27
• Special: Approve loan/guarantee to Techno Defence Private Limited up to ₹10 Crores

Auditors

• Cost Auditors: NKJ & Associates; remuneration ₹1 Lakh plus taxes for FY 2026-27

Related Party Transactions

• AAIT is a step-down subsidiary; sale of scaffoldings up to ₹600 Crores for FY 2026-27