Vamshi Rubber Ltd

Purpose of postal ballot

• To approve the substantial sale of the company's entire Undertaking (Special resolution).

Resolution(s)

• Resolution 1: Special — Substantial sale of the entire Undertaking.

Outcome

• Passed with requisite majority; in-favour 99.99%, against 0.01%.
• Votes polled: 2,466,062; in-favour 2,465,843; against 219.

Material impact

• Substantial sale of the Undertaking; no capital action disclosed in excerpt.

Key dates / process

• Record date: 10 July 2026; voting period: 18 July–16 August 2026.

Scrutiny

• Scrutinizer: NVSS Suryanarayana Rao; report submitted 17 August 2026.

Purpose

• Approve substantial sale of company's entire undertaking.

Resolution

• Proposal to approve substantial sale of the entire Undertaking; Special resolution.

Outcome

• Approved by requisite majority; in-favour 99.99% (2,465,843 votes) vs 0.01% (219).

Material impact

• Sale of the entire undertaking; potential impact on business operations and shareholders.

Key terms / Dates

• Remote e-voting: 18 July 2026 to 16 August 2026; cut-off date: 10 July 2026.

Re-appointment details

• Type: Re-appointment of Mereddy Ramesh Reddy as Chairman and Whole-time Director.
• Effective date: 31 July 2026; term: 3 years.
• Board approved on 14 August 2026, subject to shareholders' approval.
• Brief profile: B.Tech and MS (USA); 30+ years in Tyre Retreading.
• Disclosure: Not related to any director.
• Not debarred from holding office by SEBI or other authority.

Financials (Q1 FY2026 standalone)

• Net Sales / Income from operations: 1,696.73 INR Lakhs.
• Other Income: 6.12 INR Lakhs.
• Total Income from operations (net): 160285 INR Lakhs.
• Cost of materials consumed: 121423 INR Lakhs.
• Employee benefits expense: 32067 INR Lakhs.
• Depreciation and amortisation expense: 24.00 INR Lakhs.
• Finance costs: 1522 INR Lakhs.
• Other Operating Expenses: 205.85 INR Lakhs.
• Profit/ loss before tax: (74.38) INR Lakhs.
• Net Profit / loss for the period: (74.38) INR Lakhs.
• Basic EPS: (17) Rs.
• Diluted EPS: (1.77) Rs.
• Paid up equity share capital: 420.68 INR Lakhs.
• Single segment: Tyre retreading materials.
• Auditor's review concluded no material misstatement.
• Board approval date: 14.08.2026.

Financial highlights

• Board approved unaudited standalone results for quarter ended 30 June 2026.
• Total income from operations (net) for the quarter: Rs 160,285 lakhs.
• Profit before tax: Rs (74.38) lakhs; net profit: Rs (74.38) lakhs.
• Basic EPS: Rs (17); Diluted EPS: Rs (1.77).
• Single segment: manufacture and sale of tyre retreading materials.
• Auditors' review by Samudrala K & Co LLP; no material misstatement identified.
• Board meeting held on 14 August 2026; results placed before the Board.

Financial results & reports

• Un-audited standalone quarterly results for quarter ended 30 June 2026 approved.
• Limited Review Report for quarter ended 30 June 2026 noted.
• Board approved the Board Report for FY ended 31 March 2026.
• Draft Secretarial Audit Report for FY ended 31 March 2026 noted.
• Draft Internal Audit Report for FY ended 31 March 2026 noted.

AGM planning & notices

• Draft AGM notice approved; to be sent separately to stock exchanges and members.
• AGM to be conducted via VC/OAVM; deemed venue at the registered office, Hyderabad.

Directors & KMP changes

• Appoint director in place of Ramesh Reddy Mereddy, retiring by rotation and offering himself for re-appointment.
• Re-appointment of Mereddy Ramesh Reddy as Chairman and Whole-Time Director.

Scrutinizer appointment

• Appointed N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, as Scrutinizer for AGM e-voting.

Meeting Details

• Board meeting scheduled for 14 August 2026 at 11:30 AM via VC/OAVM.

Key Agenda Items

• To consider and approve unaudited quarterly results for quarter ended 30 June 2026.
• To consider Limited Review Report on the unaudited results for quarter ended 30 June 2026.
• To consider and approve the Board of Directors' report for year ended 31 March 2026.
• To note Internal and Secretarial Audit Reports for year ended 31 March 2026.
• To note Compliance Certificate by CEO and CFO under SEBI LODR 2015.
• To consider appointment of Scrutinizer for e-voting at the AGM.
• To convene the 32nd AGM and fix date, time, venue.
• To approve the draft Notice for the 32nd AGM of members.

Other Notes

• No trading window closure periods disclosed.

Special resolution: substantial sale of undertaking

• Special Resolution to approve sale of the company's entire undertaking.
• Sale price to be determined by Independent Registered Valuer; no minimum price.
• Authority valid for 12 months from passing; fresh approval if not completed.
• Proceeds to repay borrowings and fund other opportunities; may engage outside agencies.
• Independent Valuer to determine fair value; advisor to identify potential buyers.
• Subject to Regulation 37A LODR; public shareholders' votes in favour must exceed against.
• E-voting window 18 July 2026 to 16 August 2026; cut-off 10 July 2026.