V-Guard Industries Ltd

Governance changes

• Retires as Chairperson and Independent Director after completing second term.
• Effective Sep 26, 2026.
• Ceases to be chairperson and member of Audit, Nomination & Remuneration, Stakeholders' Relationship, and Risk & ESG Committees.
• Mithun K Chittilappilly to assume Chairperson of the Board from Sep 27, 2026.

V-Guard Industries Limited: Trading window closed from October 1, 2026 till 48 hours after the declaration of Un-Audited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026.

Meeting Details

• Date and time: September 10, 2026, 10:00 AM IST onwards.
• Type and mode: one-on-one and group meeting, physical.
• Event/organiser: Axis Capital Consumer & Technology Conference 2026, Mumbai.

Participants

• Key participants: Company management to attend investor meet.

Purpose

• Purpose: Analyst/institutional investor interaction at the conference.

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.

Financial Performance

• Consolidated revenue for Q1 FY27: INR 1,810 crores, up 23.5% YoY.
• EBITDA (excl. other income): INR 191 crores, up 54.5% YoY.
• EBITDA margin: 10.5% (vs 8.4% in Q1 FY26).
• PAT: INR 130 crores, up 76% YoY.
• Gross margin: 36.9%.
• Net cash position: INR 670 crores.

Segment & Geography Update

• South market revenue growth: 36.7% YoY; non-South: 12%.
• Electronics growth: 22.8% YoY; Electricals: 27.7% YoY.
• Consumer Durables growth: 19.2% YoY.
• Sunflame revenue growth: 18.3% YoY.
• Wires: volume growth near-zero; value growth driven by price increases.
• Sunflame integration complete; NPD rollout planned in 6–12 months.

Balance Sheet & Cash Flow

• Cash flow remains strong; net cash INR 670 crores.
• Working capital improvements favorable this quarter.
• Payables up; copper purchases shifted to domestic suppliers with credit; imports constrained by West Asia war.

Capex & Projects

• Capex guidance: next two years average INR 150–170 crores per year.
• Capex for FY27–FY28 implies INR 150–170 crores annually.

Outlook & Guidance

• FY27 revenue growth guidance: more than 15%; longer-term target 15%.
• EBITDA margin guidance: 9–10%.
• Ad spend guidance for FY27: about 2.5% of revenue.
• Pricing pass-through largely completed: ~75–80%; pricing actions completed ~80–85%.

Q&A Highlights

• Pricing actions largely completed; price pass-through ~75–80%.
• Capex run-rate reaffirmed at INR 150–170 crores per year.
• South growth driven by weather; wires face high pricing and subdued volume.
• Gegadyne: commercializing; batteries for India; broad applications anticipated.
• Ad spend near 2.5% of revenue for FY27; planning exercised under uncertainty.