VIP Clothing Ltd

Encumbrance release on promoter shares

• Release of 6,00,000 Lalita Pathare pledged shares on 25-09-2026; encumbrance released; post-event NIL.
• Before event Lalita Pathare encumbered 6,00,000 shares (0.67%); after release NIL.
• Sunil Pathare's pledge remains on 71,54,412 shares (7.93%); no change after Lalita's release.
• Pledge for Lalita Pathare: lender JJFincap Private Limited.
• Pledge details for Sunil Pathare: lender State Bank of India; trustee SBICAP Trustee Company Limited.
• Pledge created on 30 Aug 2022 as collateral for loans to the company/group; Lalita Pathare's pledge released 25-09-2026.

AGM Details

• AGM held via VC/OAVM on 28 September 2026 at 12:00 IST.
• End time 1:55 PM; record date for voting rights: 21 September 2026.
• Shareholders on record: 31,739; attendees included 5 promoters group and 88 public via VC.

Resolutions Put to Vote

• Item 1: Ordinary resolution to adopt audited financial statements for year ended March 31, 2026.
• Item 2: Ordinary resolution to re-appoint director by rotation.

Voting Results

• Resolution 1 passed with ~99.99% in favour; ~0.01% against.
• Resolution 2 passed with ~99.99% in favour; ~0.01% against.

Director Changes

• Director Kapil J Pathare re-appointed by rotation.

AGM Details

• AGM held on 28 September 2026 at 12:00 IST via VC/OAVM.
• Quorum present; 93 members attended via VC/OAVM.
• Proxies not available due to VC/OAVM format.

Resolutions

• Ordinary: Adoption of audited financial statements for year ended March 31, 2026.
• Ordinary: Re-appointment of Kapil Pathare by rotation; outcome pending.

Voting Status

• Voting results pending; Scrutinizer’s report to be declared.

Other Approvals

• Fundraising via convertible warrants approved earlier; warrants allotted; corporate actions in progress.

Auditors

• Statutory auditor attended; no material qualifications reported.
• Secretarial audit reported one observation; disclosed with management response.

Related Party Transactions

• No material RPTs disclosed.

Dividend

• No dividend proposed or declared.

VIP Clothing Limited: Trading Window closed from 1st October, 2026 until expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended 30th September, 2026

Allotment Details

• Approval for allotment of 84,75,000 convertible warrants to promoters and non-promoter category under preferential issue.
• Each warrant converts into one equity share at Rs 2 face value, exercisable within 18 months.
• Issue price Rs 22.50 per warrant including Rs 20.50 premium.
• Allottees include five investors: four promoters and one non-promoter.
• Promoter allocations total 84,00,000 warrants; non-promoter 75,000.
• Promoter allottees paid 50%; non-promoter paid 25%; remaining before conversion.
• Warrants tenure is 18 months from allotment.
• Approval date: September 12, 2026; meeting time 6:30–7:10 pm.
• Disclosures enclosed as Annexure A.

Financial highlights

• Operating revenue ₹25,382.85 lakh in FY2025-26 (7% YoY).
• PAT ₹980.96 lakh; net profit ₹9.81 crore for FY2025-26.
• EBITDA margin about 9% in FY2025-26.
• Basic EPS ₹1.09 for FY2025-26.
• Net cash from operating activities ₹2,022.99 lakh.
• Total borrowings ₹6,580.23 lakh; net debt ₹6,505.71 lakh.
• Gearing ratio 0.25x.
• Dividend not declared for FY2025-26.

Operations & growth

• Revenue grew ~7% YoY to ₹25,382.85 lakh; brand expansion.
• Frenchie X expansion; Yuwa Series gaining traction in southern markets.
• Strengthened digital omnichannel presence across e-commerce and quick commerce.
• Cash from operations turned positive after prior-year outflow.

Capital structure & liquidity

• Total borrowings ₹6,580.23 lakh; net debt ₹6,505.71 lakh.
• Gearing 0.25x; current ratio 1.83.
• Cash and cash equivalents ₹74.52 lakh at year-end.

Dividend & capital allocation

• Board did not recommend any dividend for FY2025-26.
• Warrants lapse: 1,14,05,000 warrants lapsed; upfront ₹12.83 crore forfeited.

Future plans & capital actions

• Proposed preferential issue of up to 2.12 crore warrants; approvals awaited.
• Past warrants lapsed; no new funds raised in current year.

Governance & risk

• Board: six directors; no changes; two promoter executives; four independent directors.
• Audit Committee met four times; KRS & Co. as Secretarial Auditor.
• Risks: raw material volatility, competition, logistics, regulatory changes.

Business Overview

• Core business: intimate apparel and lifestyle platform expanding beyond innerwear.
• Brands include VIP, Frenchie, Frenchie X, Feelings, and Leader.
• Strategy focuses on e-commerce, modern retail, D2C, and pan-India distribution.

Key Operational Highlights

• Q1 FY27 revenue from operations ₹646.93m; broadly stable YoY.
• Premium Frenchie X offerings received encouraging consumer response.
• Yuwa Series targets younger consumers with contemporary designs.
• Women's innerwear launch planned in H2 FY27.
• Proposed convertible warrants of ₹47.7 crore to strengthen financial flexibility.
• Strategic expansion into women's innerwear to diversify revenue mix.

Financial Performance

• Revenue from operations ₹646.93m in Q1 FY27; YoY roughly flat.
• Total revenue ₹648.52m; YoY decline 1.13%.
• EBITDA ₹50.69m; margin 7.84%.
• PAT ₹19.12m; PAT margin 2.95%.
• Diluted EPS ₹0.21.
• Tax expense ₹7.22m; finance cost ₹18.66m.

Capital Structure & Liquidity

• Proposed convertible warrants aggregating ₹47.7 crore to bolster liquidity.

Strategic Priorities & Outlook

• Focus on premiumization, category expansion, deeper distribution, and omnichannel growth.
• Scale women's innerwear significantly to broaden revenue mix.
• EBITDA margins expected to stabilise around 8-9% going forward.

Risks & Mitigation

• Raw material prices elevated due to geopolitical environment; pricing actions underway.
• Input-cost environment remains volatile; company aims to offset via pricing strategy.

Governance & Leadership

• Proposed capital raise via convertible warrants disclosed; board awaiting approvals.