V-Guard Industries Ltd

Key details

• Target: V-Guard Industries Ltd.
• Disclosing party: ICICI Prudential Mutual Fund; non-promoter.
• Transaction: net disposal of 5,00,000 shares on Aug 17, 2026.
• Pre-transaction holding: 3,07,28,299 shares (7.04%).
• Post-transaction holding: 2,15,45,165 shares (4.93%).
• Mode: Open Market; equity shares.
• Before share capital: 43,63,44,639; after: 43,68,91,055.
• Total diluted capital after disposal: 44,14,80,876.
• Date of transaction: August 17, 2026.

Disposal details

• Target: V-Guard Industries Ltd.
• Acquirer: ICICI Prudential Mutual Fund, not promoter group.
• Pre-disposal holding: 3,07,28,299 voting shares (7.04%).
• Post-disposal holding: 2,15,45,165 voting shares (4.93%).
• Disposal: 5,00,000 shares on 17 Aug 2026 via open market.
• Pre-/post-capital: ₹43,63,44,639 to ₹43,68,91,055; diluted ₹44,14,80,876.

AGM Details

• AGM held on 11 August 2026 at 11:00 AM IST via VC/OAVM.
• Remote e-voting 8–10 August 2026; meeting extended voting by 15 minutes.

Key Resolutions

• Item 1: Adoption of audited standalone and consolidated financials for FY2025-26.
• Item 2: Dividend of Rs 1.50 per equity share for FY2025-26.
• Item 3: Re-appointment of Antony Sebastian K by rotation.
• Item 4: Ratification of Cost Auditors' remuneration for FY2026-27.
• Item 5: Appointment of Usha Sunny as Non-Executive Independent Director for five-year term.
• Item 6: Remuneration for Ramachandran V (COO) for 2026-28; may exceed 5% of net profits.
• Item 7: Increase managerial remuneration limit from 11% to 15% of net profits for 2026-28.

Voting Results

• Item 1: Passed with requisite majority; one shareholder abstained (2,506 shares).
• Item 2: Passed; dividend declared and approved.
• Item 3: Passed; one shareholder abstained; partial voting noted.
• Item 4: Passed; remuneration for Cost Auditors ratified.
• Item 5: Passed; one shareholder abstained (10 shares).
• Item 6: Passed; majority support with minor abstentions.
• Item 7: Passed; two shareholders abstained; partial voting noted.

Dividend

• Dividend of Rs 1.50 per equity share approved.

Director Changes

• Antony Sebastian K re-appointed as director on rotation.
• Usha Sunny appointed as Non-Executive Independent Director for May 12, 2026 to May 11, 2031.

Auditor Appointments

• Remuneration of Cost Auditors ratified for FY2026-27.

Material Related Party Transactions

• No material RPTs disclosed.

Other Material Approvals

• ESOS 2013 allotment to six employees; voting rights considered for AGM.

AGM Details

• AGM held Aug 11, 2026 at 11:00 a.m. via VC/OAVM.
• Remote e-voting Aug 8–10, 2026; voting during AGM.
• Attendance: 64 members representing 19,87,70,695 shares (45.49% of paid-up capital).
• Meeting concluded 12:00 Noon; Scrutinizer report to be published on website and Exchanges.

Ordinary Business

• Adopt Audited standalone and Consolidated Financial Statements for FY 2025-26.
• Declare final dividend of ₹1.50 per equity share.
• Re-appoint Antony Sebastian K, retiring by rotation.

Dividend

• Final dividend of ₹1.50 per equity share approved.

Special Business

• Ratify remuneration payable to Cost Auditors for FY ending Mar 31, 2027.
• Appoint Ms. Usha Sunny as Independent Director for 5 years.
• Increase managerial remuneration to Ramachandran V (COO) beyond 5% of net profits.
• Increase overall managerial remuneration from 11% to 15% of net profits.

Directors & Appointments

• Re-appoint Mithun K Chittilappilly as Managing Director for 5 years from Apr 1, 2026.
• Re-appoint George Muthoot Jacob as Independent Director for 5 years from Oct 5, 2026.
• Dr. Reenaa Mithun Chittilappilly appointed as Additional Director (non-exec) approved via postal ballot on Mar 8, 2026.
• Prof. Biju Varkkey re-appointed as Non-Executive Independent Director for second term.

Auditors

• Remuneration payable to Cost Auditors for FY ending Mar 31, 2027 ratified.

CRISIL ESG Rating Update

• CRISIL rated V-Guard on ESG and retained the 'Strong' rating.
• Overall CRISIL ESG Rating for FY2026 improved to 68 from 63.
• Core ESG Rating assigned: Crisil Core ESG 64.
• Company did not engage CRISIL; assessment based on public disclosures.

Q1 FY27 highlights

• Net revenue for quarter ended June 30, 2026: Rs 1810.65 crore, up 23.5%.
• Profit after tax: Rs 130.25 crore, up 76.4%.
• Gross margin 36.9%; PAT margin 7.2%.
• EBITDA after other income: Rs 202.64 crore; margin 11.2%.
• PBT: Rs 171.87 crore; PAT: Rs 130.25 crore.
• Growth momentum expected to sustain; geopolitical risks monitored to protect supplies and margins.

Regional and product mix

• South region revenue: Rs 932.31 crore; 51.5% of total; YoY growth 36.7%.
• Non-South revenue: Rs 878.34 crore; YoY growth 12.0%.
• Sunflame revenue: Rs 65.69 crore; margin 4.0%.
• Electronics revenue: Rs 658.46 crore; margin 19.8%.
• Electricals revenue: Rs 670.12 crore; margin 10.5%.
• Consumer Durables revenue: Rs 416.71 crore; margin 3.6%.

Operational metrics & efficiency

• Total revenue: Rs 1810.65 crore; YoY growth 23.5%.
• ROE: 14.5%; ROCE: 17.8%; Core RoCE (excl. cash): 22.9%.
• Debtor days: 22; Inventory days: 100; Creditor days: 91; Working capital days: 31.

Financial highlights

• Consolidated net revenue for quarter ended Jun 30, 2026: Rs 1,810.65 crore, up 23.5% YoY.
• Consolidated PAT: Rs 130.25 crore, up 76.4% YoY.
• EBITDA excluding other income: Rs 190.96 crore; margin 10.5%.
• PBT: Rs 171.87 crore; PAT margin 7.2%.
• ROE 14.5%, ROCE 17.8%, core ROCE 22.9%.

Segment and product mix

• Electronics revenue: Rs 658.46 crore, 36.4% of total.
• Electricals revenue: Rs 670.12 crore, 37.0% of total.
• Consumer Durables revenue: Rs 416.71 crore, 23.0% of total.
• Sunflame revenue: Rs 65.69 crore, 3.6% of total.
• South region revenue: Rs 932.31 crore (51.5%); Non-South: Rs 878.34 crore (48.5%).
• Segment margins: Electronics 19.8%, Electricals 10.5%, Consumer Durables 3.6%, Sunflame 4.0%.

Regional performance and working capital

• Debtor days 22; Inventory days 100; Creditor days 91; Working capital days 31.

Outlook and management commentary

• Growth momentum expected to sustain; management to monitor geo-political situation to protect supplies and margins.

Key outcomes

• Approved unaudited standalone and consolidated Q1 30 June 2026 results; limited review reports submitted.
• Allotted 23,912 equity shares to six employees under ESOS 2013.
• Appointed Mithun K. Chittilappilly as Chairperson of the Board, effective 27 September 2026.
• Radha Unni's term as Chairperson and Independent Director ends on 26 September 2026.
• Incremental Labour Codes impact recognized as exceptional items: Rs 20.91 crore (standalone) and Rs 22.11 crore (consolidated).
• Results reviewed and approved by Audit Committee and Board; no material misstatement; prepared under Ind AS 34.