Vishal Fabrics Ltd

Vishal Fabrics Ltd — Closure of Trading Window

Rating details

• Agency: India Ratings and Research Private Limited (IRRPL).
• Instruments: Term loans ₹50 Cr rated IND A / Stable / IND A2+; assigned.
• Fund-based working capital limits ₹200 Cr rated IND A / Stable / IND A.
• Non-fund-based working capital limits ₹40 Cr rated IND A- / Stable / IND A2+; affirmed.
• Outlook: Stable across the ratings.
• Letter dated 11 September 2026; source: Vishal Fabrics website.

AGM Details

• Date/time: 11 Aug 2026 at 11:00 AM via VC/OAVM.
• No physical meeting; no proxy arrangements.
• Record date/cut-off: 4 Aug 2026.
• Total shareholders on record: 36,926.
• Attendance via VC: 38; promoter group 21; public 17.

Key Resolutions

• Resolution 1 (Ordinary): Adopt Audited Financial Statements for the year ended March 31, 2026.
• Resolution 2 (Ordinary): Re-appointment of Arvind Pandey on rotation.
• Resolution 3 (Ordinary): Ratification of Remuneration of Cost Auditor.
• Resolution 4 (Special): Reappointment of Susanta Kumar Panda as Independent Director.

Voting Results

• Resolution 1 passed with 100% in favour; no opposition or abstentions.
• Resolution 2 passed with 100% in favour; no dissent.
• Resolution 3 passed with 100% in favour; remuneration ratified.
• Resolution 4 passed with 100% in favour; independent director reappointed.

Dividend

• No dividend proposed or declared.

Director Changes

• Arvind Pandey re-appointed on rotation basis.
• Susanta Kumar Panda appointed as Independent Director.

Auditors

• Remuneration of Cost Auditor ratified.

Material Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• No other material approvals disclosed.

AGM Details

• Date/time: Aug 11, 2026 at 11:00 A.M. IST
• Mode: through video conferencing and other audio-visual means (VC)
• Concluded: 11:49 A.M. IST

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended Mar 31, 2026
• Ordinary: Re-appoint director retiring by rotation (Arvind Pandey)
• Ordinary: Ratify remuneration of Cost Auditor
• Special: Re-appoint Susanta Kumar Panda as Independent Director

Voting Results

• Outcome not disclosed in excerpt
• Results details not provided for individual resolutions

Director Changes

• Arvind Pandey: re-appointment proposed (rotation basis)
• Susanta Kumar Panda: Independent Director re-appointed

Auditors & Remuneration

• Remuneration of Cost Auditor ratified

Other Governance

• Auditor’s report for FY2025-26 had no qualification

AGM details

• AGM held via video conferencing in August 2026.
• Meeting concluded in the morning.

Ordinary business resolutions

• Adopt audited financial statements for the year ended March 2026.
• Re-appoint director by rotation.

Special business resolutions

• Ratify remuneration of the cost auditor.
• Reappoint Independent Director.

Financial results approved

• Standalone unaudited results for quarter ended 30 June 2026 approved by the Board.
• Consolidated unaudited results for quarter ended 30 June 2026 approved by the Board.
• Audit Committee reviewed the results prior to Board approval.
• Limited Review Reports from statutory auditors accompanying the results.

Regulatory/compliance disclosures

• Company notes impact of new Labour Codes; evaluation ongoing; no adjustments made yet.

Significant corporate actions

• Parent acquired more than 20% equity in Chiripal Textile Mills Private Limited.
• Parent acquired more than 20% equity in Nandan Industries Private Limited.
• Parent acquired more than 20% equity in Quality Exim Private Limited.

Dematerialisation processing and listing status

• Dematerialisation requests processed and confirmed to depositories.
• Dematerialised securities listed on the exchanges where existing securities are listed.
• Physical certificates for dematerialisation mutilated, cancelled after verification; depository registered owner substituted.

Compliance update

• Purpose: Issuer informs shareholders under Regulation 30 about access to Integrated Annual Report 2025-26.
• Details: Email links sent to shareholders with unregistered addresses; report also available on company website.
• Operational impact: No material change to financials; standard compliance dissemination.
• Status: Weblink published; Integrated Annual Report accessible via provided link.

Corrigendum & AGM context

• Incorrect Annual Report copy uploaded; consolidated agenda typo corrected.
• Revised report uploaded; consider this version on investor site.
• 41st AGM on 11 Aug 2026; VC/OAVM mode.
• Agenda includes adoption of standalone and consolidated financial statements.

Financials (Standalone FY26)

• FY26 revenue from operations Rs 1,602.11 Cr; YoY growth ~5.3%.
• PAT (standalone) Rs 32.18 Cr; EPS Rs 1.37.
• EBITDA Rs 112.85 Cr; EBITDA margin 3.46%.
• Dividends: no payout; unpaid dividend balance Rs 0.217 Cr.
• Net cash from operations Rs 2.93 Cr.

Consolidated snapshot

• Consolidated revenue Rs 1,602.11 Cr; PAT Rs 35.64 Cr.
• Consolidated total comprehensive income Rs 52.74 Cr.
• Consolidated EPS Rs 1.52; ROE 6.33%; ROCE 9.24%.
• Adjusted net debt to equity ratio 0.56.
• Current borrowings Rs 196.54 Cr; long-term Rs 28.91 Cr.

Capital structure & shareholding

• Equity share capital Rs 123.81 Cr; total shares 247.61 million.
• 50 million warrants converted; funds Rs 114.75 Cr.
• Promoter stake 55.06% as of 31-03-2026.
• Chiripal Industries Ltd holds 23.14%; Chiripal Exim LLP 5.10%.
• Unpaid dividend Rs 0.217 Cr.

Operations & capacity

• Two Ahmedabad facilities; annual capacity >100 million metres.
• 80 MMPA denim dyeing; 105 MMPA processing.
• Products: denim, shirting, joggings; widths 3–15 oz.
• Asset-light model; ~40% yarn from sister concerns.
• Global footprint across 11+ countries on 4 continents.
• Key markets: South Africa, Sri Lanka, Bangladesh, Kenya, Thailand.
• Captive power: 1 MW rooftop solar; 6 MW total.

ESG & CSR highlights

• Zero Liquid Discharge; 100% water recovered.
• 1 MW rooftop solar; water recycling; eco-friendly liquid indigo.
• CSR spend Rs 0.99 Cr; education and sports initiatives.
• Partners: Happiness Reserve Foundation, Chiripal Trust, Milestone Educom.
• Saplings planted: 200,000+; substantial green spaces.

Governance & risk

• Board: 6 directors; 3 independent; 1 woman director.
• Audit Committee: 4 members; 5 FY26 meetings.
• Independent director declarations on independence.
• Whistleblower policy; robust risk management framework.
• CSR Committee: 4 members; 2 meetings FY26.

Related party transactions

• Promoter group: sales Rs 4.13 Cr; purchases Rs 26.82 Cr.
• Investments in associates Rs 6.50 Cr; advances Rs 3.00 Cr.
• Related party transactions on arm's length basis; policy on website.

Regulatory updates & notices

• Corrigendum to Annual Report; revised copy uploaded.
• Remote e-voting window Aug 8–10, 2026; AGM rules via VC/OAVM.