United Cotfab Ltd

Investor Complaints

• Subject: Quarterly Statement of Investor Complaints for quarter ended 30/09/2026 under Reg 13(3).
• Beginning balance 0, received 0, disposed 0, ending balance 0.
• Filed with BSE for scrip 544195; quarter ended 30/09/2026.
• Signatory: United Cotfab Limited; Chairman & MD: Gagan NirmalKumar Mittal.

AGM details

• AGM held on 30 September 2026 via VC/OAVM (Zoom).
• Meeting commenced at 04:00 PM IST and concluded at 04:15 PM IST.
• Remote e-voting: 27–29 September 2026; NSDL platform.
• Scrutinizer appointed; results to be declared within 2 working days and posted on website.
• Transcript will be available on company website.

Resolutions

• Adopt standalone financial statements for FY2026; ordinary resolution.
• Re-appoint director by rotation; ordinary resolution.
• Ratify cost auditor remuneration for FY2026-27; ordinary resolution.
• Appoint secretarial auditor; ordinary resolution.
• Appoint Payal Jangir as independent director; special resolution.
• Appoint Rohit Ashokkumar Agrawal as independent director; special resolution.
• Approve related party transaction with Vinod Spinners Private Limited for FY2026-27; ordinary resolution.
• Approve related party transaction with United Polyfab Gujarat Limited for FY2026-27; ordinary resolution.
• Approve related party transaction with United Polyfab Private Limited for FY2026-27; ordinary resolution.
• Approve related party transaction with Vishan International LLP for FY2026-27; ordinary resolution.

Director changes

• Re-appointment by rotation: Nirmalkumar Mittal.
• Appointments: Payal Jangir (Independent) and Rohit Agrawal (Independent).

Auditors

• Remuneration ratification for Cost Auditor FY2026-27.
• Appointment of Secretarial Auditor.

Resignation of Secretarial Auditor

• Board notes resignation of M/s. M.K. Samdani & Co. as Secretarial Auditor, effective 29 Sep 2026.
• Reason: professional commitments preventing continuation as Secretarial Auditor.
• Annexure A contains required disclosures under SEBI LODR Regulation 30.
• Resignation letter dated 28 September 2026 enclosed.
• Board meeting held 29 Sep 2026; timing 12:05–12:30 PM.
• Auditor: M.K. Samdani & Co.; Proprietor Megha Kamal Samdani (ACS A-41630).
• No other material reasons for resignation.
• Effective date: closure of business hours 28 Sep 2026.
• Company Secretary: Dipti Shandilya; Compliance Officer.

United Cotfab Limited: Trading Window Closed from October 01, 2026 until 48 hours after declaration of Un-audited Financial Results for the half year ended September 30, 2026

Financial performance

• Revenue from operations: Rs 15,468.29 Lakhs in FY26, up from Rs 12,530.48 Lakhs FY25.
• Profit after tax: Rs 373.59 Lakhs in FY26; Rs 274.60 Lakhs FY25.
• EPS: Basic and diluted Rs 2.17 in FY26, Rs 1.72 in FY25.
• Dividend: No dividend declared for FY2025-26.
• Equity share capital: Rs 1,719.00 Lakhs issued and paid-up.

Operations & capacity

• Open End Cotton Yarn manufacturing; single product line focus.
• Raw materials: Cotton lint and cotton waste.
• Power: 23,000 units/day; Water: 5,000 litres; Manpower: 100-120.
• Sustainability: increased recycled cotton usage and green-energy initiatives.
• Energy projects: solar plant and ground-mounted solar capacity expansion.

Capital structure & liquidity

• Long-term borrowings: Rs 4,089.27 Lakhs; Current borrowings: Rs 1,703.08 Lakhs.
• Total borrowings: Rs 5,792.35 Lakhs.
• Cash and cash equivalents: Rs 3.26 Lakhs.
• Net cash flow from operating activities: Rs -26.62 Lakhs.

Dividend & capital allocation

• Dividend for FY2025-26: Nil; retained earnings support future initiatives.
• Securities premium reserve: Rs 2,876.45 Lakhs; no utilization in year.
• Profit added to surplus: Rs 373.59 Lakhs; reserves unchanged.

Governance & board changes

• Independent Director Payal Jangir appointed for five years from Sep 30, 2026.
• Independent Director Rohit Ashokkumar Agrawal appointed for five years from Sep 30, 2026.
• Board meetings and committees maintained; governance certificates issued.
• Secretarial Auditor: Paliwal & Co.; Cost Auditor: M.I. Prajapati & Associates.

Related party transactions

• Vinod Spinners: aggregate limit Rs 100 Crores for FY2026-27.
• United Polyfab Gujarat Limited: aggregate limit Rs 100 Crores.
• United Polyfab Private Limited: aggregate limit Rs 50 Crores.
• Vishan International LLP: aggregate limit Rs 50 Crores.
• All transactions are at arm's length and in ordinary course.

Auditors & internal controls

• Statutory Auditor: Rajiv Shah & Associates; Secretarial Auditor: M.K. Samdani & Co.
• Internal Auditor: Kamal M. Shah & Co.; Cost Auditor: M.I. Prajapati & Associates.
• Auditors note: Income Tax search; no going-concern flag.
• Internal controls are adequate; audit committee met regularly.

Risks & outlook

• Outlook: government support and export opportunities; sector growth expected.
• Risks: volatile raw cotton prices; global competition and supply chain disruptions.
• Management expects demand revival with moderating cotton prices and better markets.

CSR & sustainability

• CSR not applicable; no expenditure during FY2025-26.

AGM Details

• Date and time: 30 September 2026, 04:00 PM IST; VC/OAVM.
• Deemed venue: Registered Office, Ahmedabad.
• Cut-off for e-voting: 23 September 2026.

Ordinary Business

• Adopt standalone financial statements for year ended 31 March 2026.
• Re-appoint Nirmalkumar Mittal as Director liable to retire by rotation.

Special Resolutions

• Ratify Cost Auditor remuneration for FY 2026-27: Rs 30,000 plus taxes.
• Appoint Paliwal & Co. as Secretarial Auditors for five years.
• Appoint Payal Jangir as Independent Director for five years.
• Appoint Rohit Ashokkumar Agrawal as Independent Director for five years.
• Approve related party transactions with Vinod Spinners Private Limited up to Rs 100 crore.
• Approve related party transactions with United Polyfab Gujarat Limited up to Rs 100 crore.
• Approve related party transactions with United Polyfab Private Limited up to Rs 50 crore.
• Approve related party transactions with Vishan International LLP up to Rs 50 crore.

Director Changes

• Nirmalkumar Mittal appointed Director, retiring by rotation.
• Payal Jangir appointed Independent Director for five years from 30 Sep 2026.
• Rohit Ashokkumar Agrawal appointed Independent Director for five years from 30 Sep 2026.

Auditor Arrangements

• Secretarial Auditor appointment: M/s Paliwal & Co. for five years.
• Cost Auditor remuneration ratified for FY 2026-27.

Key Decisions

• Approved the Annual Report and Directors' Report for FY 2025-26.
• Fixed 3rd AGM for Sep 30, 2026 via VC/OAVM.
• Approved AGM e-voting schedule and remote voting window.
• Appointed NSDL as Remote EVoting Agency for the AGM.
• Appointed Paliwal & Co. as Scrutinizer for AGM e-voting.
• Appointed Paliwal & Co. as Secretarial Auditor for five years post-3rd AGM.
• Appointed M.I. Prajapati & Associates as Cost Auditor for FY 2026-27.

Appointment details

• Dipti Shandilya appointed as Company Secretary & Compliance Officer, ACS No. 80698, effective August 5, 2026.

Governance authority

• Board authorised Dipti Shandilya and MD Gagan Mittal to determine materiality and disclosures to stock exchanges.

Appointee profile

• Commerce graduate and qualified company secretary with secretarial and legal experience.

Effective date

• Appointment effective August 5, 2026.

Relationships

• No relationships with directors or promoters disclosed.

KMP designation

• Designated as Key Managerial Personnel (KMP) under Companies Act, 2013.

Dematerialisation status

• Dematerialisation requests processed; accepted/rejected confirmations issued to depositories.
• Dematerialised securities listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation mutilated and cancelled after verification; depository's name substituted as registered owner within timelines.

Financial results

• Approved audited standalone financial results for year ended March 31, 2026.
• Approved standalone balance sheet, profit and loss, and cash flow statement.
• Auditor issued an unmodified opinion on the standalone financial statements.

Board decisions

• Approved appointment of M.I. Prajapati & Associates as cost auditors for FY2026-27.

Management changes

• Noted resignation of Mr. Praveen Kumar Singh as Company Secretary and Compliance Officer.

Audit remarks

• Auditor highlighted an income tax search under Section 132 and cash seizure of 3,00,636.43.
• Auditor noted the company had not maintained audit trail logs throughout the year.