Venlon Enterprises Ltd

Venlon Enterprises Ltd: Trading Window closed from 1 October 2026 till 48 (forty-eight) hours after the financial results for the quarter ending 30 September 2026 become generally available information.

Director resignation details

• Name and designation: Mysuru Devaraju Dhanush, Independent Director.
• Resignation effective date: 19 September 2026.
• Reason: IDDB registration expiry and other commitments.
• No other material reasons confirmed.
• Resigned from Independent Director role and from various committees; specific committees not disclosed.
• Other listed entities: none disclosed.
• Regulatory or shareholder approval: not mentioned as required.

AGM Details

• AGM held on 18 September 2025 with remote e-voting and at-venue voting.
• Record date: 11 September 2026.
• Shareholders on record: 5,757.
• Fifteen attendees present in person or by proxy.

Key Resolutions

• Agenda 1: Adoption of audited financial statements for year ended 31 March 2026 (ordinary).
• Agenda 2: Reappointment by rotation of Chand Daulat Datwani (ordinary).
• Agenda 3: Approval of related party transactions with Dechem Resins Limited (ordinary).
• Agenda 4: Approval of related party transactions with Krishna Enterprises Limited (ordinary).
• Agenda 5: Approval of related party transactions with Father & Son Investment Private Limited (ordinary).
• Agenda 6: Approval for sale of assets under Section 180(1)(a) (special).

Voting Results

• Agenda 1 passed; majority in favour with minimal against.
• Agenda 2 passed; majority in favour with minimal against.
• Agenda 3 passed; 99.85% in favour of votes polled.
• Agenda 4 passed; 99.85% in favour of votes polled.
• Agenda 5 passed; 99.85% in favour of votes polled.
• Agenda 6 passed; near-unanimous in favour (special).

Director Changes

• Chand Daulat Datwani reappointed by rotation.

42nd AGM key outcomes

• AGM held on 18 September 2026 from 16:00 to 16:55 IST.
• Audited Balance Sheet, P&L, and Cash Flow for year ended 31 March 2026 adopted.
• Chand Daulat Datwani retires by rotation and is eligible for reappointment as director.
• Approval for related party transactions with Dechem Resins Limited.
• Approval for related party transactions with Krishna Enterprises Limited.
• Approval for related party transactions with Father & Son Investment Private Limited.
• Approval for sale of asset under Section 180(1)(a) and SEBI LODR Regulation 37A(1).
• Scrutinizer appointed; voting by remote e-voting and ballot; results to be disclosed on website and with Exchange.
• No votes cast at the venue; remote voting window was 15–17 September 2026.

Appointment: Santhosh Kumar Shet as Additional Non-Executive Independent Director

• Santhosh Kumar Shet appointed Additional Non-Executive Independent Director effective 18 Sep 2026 for five years, subject to approval.
• Profile: 30+ years in governance, ESG, regulatory affairs; B.E. (Chemical Eng), PGDM, IEI Fellow.
• Relationship: Not related to any board director.

AGM Details

• Date and time: 18 September 2026 at 4:00 PM; mode: physical AGM at Registered Office, Mysuru.
• Book closure: 12 September 2026 to 18 September 2026 (inclusive).
• Voting rights cut-off: 11 September 2026.

Resolutions put to vote

• Ordinary: Adoption of financial statements for year ended March 31, 2026.
• Ordinary: Re-appointment of director by rotation.
• Ordinary: Related Party Transactions with Dechem Resins Limited; up to ₹10 crores per year.
• Ordinary: Related Party Transactions with Krishna Enterprises Limited; debt adjustment up to ₹105 crores for 2026-27 and 2027-28.
• Ordinary: Related Party Transactions with Father & Son Investment Private Limited; sale of assets up to ₹15 crores.
• Special: Sale of whole or substantially the company’s assets; approx ₹90 crores.

Dividend

• Dividend: No dividend proposed or paid for the year.

Directors & Changes

• Madhura Haldodderi Govindarao appointed Independent Director on 30 May 2025.
• Devaraja Murthy N K appointed Independent Director on 30 December 2025.
• Nagendra H.K. and Sreedhar Nagaraju resigned during the year.
• Chand D. Datwani remains Chairman and Managing Director.

Auditors

• Statutory Auditor: Laxminiwas & Co.; no qualifications.
• Secretarial Auditor: RC Venkatesh Rao; appointed for 5 years from 2025 AGM.

Material Related Party Transactions

• Dechem Resins Limited; sale/purchase of goods/services up to ₹10 crores annually.
• Krishna Enterprises Limited; debt adjustment up to ₹105 crores for 2026-27 and 2027-28.
• Father & Son Investment Private Limited; sale of assets up to ₹15 crores.

Asset Sale & Other Approvals

• Sale of the whole or substantially the undertaking/assets; total consideration around ₹90 crores.

Going concern & results

• Unaudited quarter ended Jun 30, 2026; results prepared on 'Other than Going Concern' basis.
• Manufacturing ceased Dec 31, 2025; lessee closure ended rental income Jan 1, 2026.
• No separate reportable segments since 2018; prior segments discontinued.
• Net worth eroded; current liabilities exceed current assets as of Jun 30, 2026.
• ECB loan USD 13.85m, interest-free; reclassified as Other Equity; moratorium to Apr 2030.
• Plan to liquidate remaining assets over 2–3 years; land classified non-current.
• Auditor's review unmodified; Emphasis of Matter on going concern.
• Film, Formaldehyde, Para-formaldehyde and Wind-mill segments discontinued.

Asset disposal & viability plan

• Plan to liquidate remaining assets; closing inventory realized; shareholder approval noted for asset disposal.
• Land asset is a large parcel; realization anticipated over 2–3 years.
• Lenders moratorium on ECB loan extended; repayments remain interest-free.
• Past segment discontinuations include Film (2018) and Formaldehyde/Para-formaldehyde/Wind-mill closures.

Meeting Details

• Board meeting scheduled for 14 August 2026 at 4:00 p.m.; location not disclosed.

Key Agenda Items

• Unaudited financial results for quarter ended 30 June 2026 to be considered, as recommended by Audit Committee.

Dematerialisation status

• Dematerialisation requests processed; securities mutilated and cancelled after verification, with depository substituted as registered owner within 15 days.
• Securities dematerialised are listed on the stock exchanges where the earlier issued securities are listed.
• Details of dematerialised transfers furnished to the stock exchange.