True Colors Ltd

AGM Details

• 5th AGM held on Sep 30, 2026 from 11:30 to 12:37 IST via VC/OAVM.

Resolutions Put to Vote

• Item 1: Ordinary resolution to adopt audited financial statements for FY26 and related reports.
• Item 2: Ordinary resolution for appointment of director retiring by rotation (Sanjay Desai).
• Item 3: Ordinary resolution to ratify remuneration payable to Cost Auditor for FY26.
• Item 4: Ordinary resolution to appoint Prasad and Partners LLP as Secretarial Auditor for five years.
• Item 5: Ordinary resolution on the fee for service of documents to members.

Voting Status

• Item 1: Voting results pending; Scrutinizer report to determine adoption outcome.
• Item 2: Voting results pending; rotation director appointment outcome to be announced.
• Item 3: Voting results pending; remuneration ratification for Cost Auditor to be announced.
• Item 4: Voting results pending; Secretarial Auditor appointment outcome to be announced.
• Item 5: Voting results pending; document service fee approval outcome to be announced.

Purpose of Meeting

• Approve the Scheme of Amalgamation of Inkia Inks Private Limited with True Colors Limited and their creditors.
• Pursuant to NCLT order; meeting held Sept 28, 2026 via VC/OAVM.

Key Resolutions

• Approve the Scheme of Amalgamation under Sections 230-232 per NCLT order.

Voting Outcome

• Equity shareholders: total votes polled 18,017,516; in favour 18,016,916; against 600.
• Promoter group did not participate in voting.
• Public shareholders: in aggregate, in favour 1,084,720; against 600; total 1,085,320.
• One dissenting vote: RAUNAK SINGHVI (600 shares).
• Overall: approved by requisite Section 230(6) majority.

Impact & Next Steps

• Scheme amalgamates Inkia Inks Private Limited into True Colors Limited.
• Next steps: NCLT sanction and final approvals; timeline not disclosed.

Purpose of Meeting

• Scheme of Amalgamation between Inkia Inks Private Limited and True Colors Limited and their shareholders and creditors.

Key Resolutions

• Approval of the Amalgamation Scheme by equity shareholders under NCLT directions.

Voting Outcome

• Voting results awaited; details to be submitted under Regulation 44(3) SEBI Listing Regulations.
• Remote e-voting conducted Sept 25–27, 2026; meeting via VC/OAVM.

Shareholder/Creditor Impact

• Scheme affecting capital structure; exact terms (e.g., exchange ratio) to be disclosed in subsequent communications.

Next Steps

• Regulatory/court approvals remaining; results to be filed separately; timeline not disclosed.

True Colors Ltd: Trading Window closed from October 1, 2026 till 48 hours after the declaration of Unaudited Financial Results for the half year ended September 30, 2026.

Secretarial Auditor name change

• Change in Secretarial Auditor name from ALAP & Co. LLP to Prasad and Partners LLP.
• Terms, tenure, and scope of appointment remain unchanged.
• Five-year tenure from FY 2026-27 to 2030-31 remains applicable.
• Record update requested to reflect the new auditor name.

Corrigendum details

• Scheme of amalgamation between Inkia Inks Private Limited and True Colors Limited.
• NCLT Ahmedabad Bench ordered the meeting dated 17 August 2026.
• Meeting to consider the scheme is on 28 September 2026 at 10:30 AM IST via VC/OAVM.
• Annexure 11 corrected: Complaint Report dated January 12, 2026 replaces March 24, 2026 version.
• Complaints period defined as 21 days (19/12/2025–09/01/2026); complaints total zero.
• All other meeting Notice contents remain effective and unchanged.

Financial highlights

• Revenue from operations ₹301.55 crore, up 29.22% YoY.
• EBITDA ₹46.98 crore; PAT ₹31.16 crore.
• EPS ₹14.28; PAT margin 10.33%.
• EBITDA margin 15.58%; recurring revenue 50.25%.
• IPO raised ₹127.96 crore; utilized ₹75.70 crore; ₹25.00 crore unutilised.

Business model and growth

• Integrated digital textile printing ecosystem with three verticals.
• Forward integration via in-house ink manufacturing (INKIA) and ITACA pigment inks.
• Recurring revenue base expanding; inks/paper/spares anchor future growth.
• Planned expansion into adjacent digital printing categories.

Capacity and operations

• 900+ active machines; 109 units installed in FY26.
• Sublimation paper capacity 24 crore metres/year; 12.45 crore metres produced FY26.
• Digital fabric printing capacity 2.74 crore metres/year; 2.05 produced FY26.
• Digital fabric capacity util 74.82%; in-house fabric printing 75,000 m/day.

IPO and capital structure

• IPO completed Sep 30, 2025; total raise ₹127.96 crore.
• Use of proceeds: working capital, debt repayment, general corporate.
• Debt mix: long-term ₹8.15 crore; short-term ₹37.81 crore; total ₹45.96 crore.

Governance and-ledership

• Board of seven; Independent Directors: Singapuri, Shah, Soni.
• Board meetings: 28 in FY2025-26; Independent Directors met twice.
• Auditors: Statutory — Lakhankiya & Dosi LLP; Secretarial — Prasad & Partners LLP.

Risks and outlook

• Global digital textile CAGR ~13-14%; India growth supported by textile demand.
• Risks: economic slowdown, currency, input costs, competition and seasonality.

CSR and governance disclosures

• CSR spend ₹33.44 lakh; 2% of average net profit; policy on company site.
• CSR initiatives disclosed; no admin overhead expenditure in FY26.

AGM details

• Date and time: 30 September 2026 at 11:30 a.m. via VC/OAVM.
• Voting cut-off date: 23 September 2026.
• Deemed venue: registered office; meeting conducted through VC/OAVM.

Ordinary resolutions

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint MD Sanjay Desai on rotation basis.

Special resolutions

• Ratify Cost Auditor remuneration for FY2026-27 at ₹80,000 plus taxes.
• Appoint PRASAD AND PARTNERS LLP as Secretarial Auditor for five years (2026–31).
• Fee for service of documents: ₹10 per page, ₹250 within India, ₹1,000 outside.

Other notes

• Voting results are not disclosed in this notice.