Vardhman Holdings Ltd

Vardhman Holdings Ltd – Closure of Trading Window

AGM details

• Date and time: 17-09-2026, 11:15–11:35 AM; mode: VC/OAVM.
• Record date: 10-09-2026.
• Total shareholders on record: 10616.

Key resolutions

• Resolution 1: Ordinary adoption of standalone financial statements with reports.
• Resolution 2: Ordinary adoption of consolidated financial statements with reports.
• Resolution 3: Ordinary dividend declaration of Rs 5 per equity share.
• Resolution 4: Ordinary director re-appointment by rotation.
• Resolution 5: Ordinary approval of related party transactions.

Voting results

• Resolution 1 passed; 99.9986% in favour of votes polled.
• Resolution 2 passed; 99.9986% in favour of votes polled.
• Resolution 3 passed; 99.9986% in favour of votes polled.
• Resolution 4 passed; 99.9368% in favour of votes polled.
• Resolution 5 passed; 99.9798% in favour; turnout ~7.46% of votes polled.

Dividend

• Dividend per equity share approved: Rs 5.

Director changes

• Director re-appointment by rotation.

Material related party transactions

• Related party transactions approved; nature disclosed; counterparty/values not disclosed.

AGM Details

• AGM held on 17 September 2026; remote e-voting and voting at AGM conducted.

Key Resolutions

• Resolution 1: Adopt standalone financial statements for year ended 31 March 2026; passed.
• Resolution 2: Adopt audited consolidated financial statements for year ended 31 March 2026; passed.
• Resolution 3: To declare dividend; passed.
• Resolution 4: Re-appoint Mr. Vikas Kumar as director liable to retire by rotation; passed with 5 dissenting votes.
• Resolution 5: Enter into related party transactions; passed.

Dividend

• Dividend declared.

Director Changes

• Re-appointment of Mr. Vikas Kumar as director liable to retire by rotation.

Related Party Transactions

• Approval of related party transactions.

AGM details

• AGM held on 17 Sep 2026 via VC/OAVM, 11:15–11:35 AM.

Ordinary business

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Declare dividend of 5 per equity share for year ended 31 March 2026.
• Re-appoint director retiring by rotation.

Special business

• Enter into related party transactions.

Voting results

• Results not disclosed in filing; to be disseminated within 2 working days.

Dematerialisation of shares – August 2026

• Dematerialisation completed for August 2026; 244 equity shares dematerialised.
• Share certificates cancelled; depository name registered as owner in company records.
• CDSL: 12 shares dematerialised across two certificates (00004115, 00002774) on 17/08/2026 and 20/08/2026.
• NSDL: 232 shares dematerialised across four certificates between 06/08/2026 and 20/08/2026.
• Total dematerialised in August 2026: 244 shares.

AGM notice and data updates

• 62nd AGM scheduled for 17 September 2026 at 11:15 IST via VC/OAVM.
• Annual Report 2025-26 and AGM Notice accessible online on vardhman.com and stock exchanges.
• Email IDs unregistered will receive the notice via secure weblink/QR code.
• KYC, PAN, and contact updates urged for physical and demat holders per SEBI circular.
• Demat holders must update email with DP; physical holders must update PAN, address, mobile, bank details.
• Unpaid dividend will be paid electronically only after updating required details.
• Unpaid dividends to be kept in Unpaid Dividend Account until updates are completed.

Financial highlights

• Standalone revenue from operations: 5,395.91 lakh (FY2025-26).
• Standalone PBDIT: 5,378.45 lakh; PAT: 4,049.27 lakh.
• EPS (Basic): 126.88; Dividend proposed: Rs 5 per share.
• Consolidated revenue from operations: 1,224.06 lakh; PAT: 21,601.27 lakh (FY2025-26).

Dividend & capital allocation

• Final dividend of Rs 5 per equity share recommended for FY2025-26.
• Dividend payout to shareholders within 30 days of declaration.

Governance & board changes

• Anila Nair and Parampal Singh appointed independent directors in Aug 2025.
• Rajeev Mittal and Pooja Mehta ceased Sept 2025.
• Sandeep appointed Company Secretary Feb 2026; Ankit Singla left Nov 2025.

Related party transactions

• Material RPT with Vardhman Textiles Limited; royalty receipts 1.71 crore (FY2025).
• Proposed royalty from VTXL: 1.97 crore; 16.33% of the related party's turnover.

CSR & sustainability

• CSR spend: 2.14 lakh; CSR policy and BRR available on company site.

Regulatory & risk metrics

• NBFC regulatory capital adequacy CRAR: 51.56% (Tier I: 51.56%).
• Liquidity Coverage Ratio: 336.79x; company reports negligible liquidity risk.

Auditors & internal controls

• Statutory auditors: M/s K.C. Khanna & Co; Secretarial: Khanna Ashwani & Associates.
• Auditors’ reports indicate no material going-concern flags; ICFR deemed adequate.

Dividend record date and AGM closure

• Record Date: 28 August 2026 to determine dividend entitlement for FY ended 31 March 2026.
• Dividend, if approved at AGM, will be paid electronically within a week after AGM.
• Book closure: 29 August 2026 to 5 September 2026 (inclusive) for AGM.