Vishal Fabrics Ltd

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.

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.

AGM details

• AGM on 11 August 2026 at 11:00 AM IST via VC/OAVM.
• Mode: VC/OAVM; no physical attendance.
• Book closure: 5–10 August 2026.
• Cut-off for voting: 4 August 2026.
• Remote e-voting window: 8–10 August 2026.
• Corrigendum adds 'Consolidated' to adoption of financial statements.

Key resolutions

• Adopt Audited Standalone and Consolidated Financial Statements for year ended March 31, 2026.
• Reappoint Arvind Pandey as Director by rotation.
• Ratify cost auditor remuneration up to ₹50,000 for year ending 31 March 2027.
• Reappoint Susanta Kumar Panda as Independent Director until May 31, 2031.

E-voting cut-off for 41st AGM

• Cut-off date for e-voting fixed at August 04, 2026 for AGM resolutions.
• AGM scheduled for August 11, 2026 at 11:00 AM via VC/OAVM.
• Voting to follow MCA and SEBI circulars governing e-voting.

Financial performance

• Revenue from operations: 1,602.11 Cr FY26, up from 1,519.83 Cr FY25.
• PAT (consolidated): 35.64 Cr FY26; 29.01 Cr FY25.
• EPS (basic): 1.52 FY26; 1.47 FY25.
• Net debt to equity: 0.56 FY26; 0.95 FY25.
• Dividend not declared for FY26; dividend policy adopted.
• Net cash from operating activities: 2.93 Cr.
• Net cash increase: 1.48 Cr.
• Total equity: 646.69 Cr.
• Converted 5.0 Cr warrants into equity; funds raised 25 Cr.
• Unpaid dividend balance: 0.217 Cr.

Operations & capacity

• Gujarat facilities anchor over 100 million metres annual fabric processing capacity.
• Denim dyeing capacity: 90 MMTPA; processing capacity: 105 MMTPA.
• Asset-light model; 40% of yarn from sister concerns.
• 6 MW captive power plant; 1 MW rooftop solar at Dholi unit.
• Certifications: ISO 9001, ISO 14001, OEKO-TEX, GOTS, BCI.
• Global footprint across 11+ countries on 4 continents.
• Products: denim bottoms, shirting, joggings; widths 3–15 oz; finishes include dyes.
• Killer, Spykar, Pepe Jeans, Mufti anchor domestic brand partnerships.
• Branded label share around 5% of production.
• Strong brand partnerships and scale enable agile response to trends.

Geography & customers

• Domestic revenue: 1,600.91 Cr; international revenue: 1.20 Cr.
• Export markets include Nepal, Sri Lanka, Bangladesh, Kenya; expanding to others.
• New export targets: Portugal, Panama, Morocco, Kenya.
• Indirect export reach exceeds 100 countries.
• Branded domestic focus complements export growth; long-term customer relationships.

Capital structure & liquidity

• Equity share capital: 247.61 million shares; paid-up capital: 123.81 Cr.
• Warrants: converted 5.0 Cr warrants; equity capital up by 25 Cr.
• Money received against warrants: 114.75 Cr in FY26.
• Total equity: 646.69 Cr.
• Borrowings: non-current 28.91 Cr; current 196.54 Cr.
• Undrawn facilities: fund-based 28.61 Cr; non-fund-based 19.58 Cr.
• Net debt to equity: 0.56; previous year 0.95.
• Unpaid dividend balance: 0.217 Cr.
• Cash flows: operating 2.93 Cr; investing -10.03 Cr; financing 8.59 Cr.
• Net cash from operations remains positive with modest annual growth.

Governance & compliance

• Board size six; three executives, three independent incl. one woman.
• CEO Suketu Shah appointed Feb 2025; CFO Dharmesh Dattani since Aug 2022.
• Audit, Nomination & Remuneration, Stakeholders Relationship, CSR committees in place.
• Statutory auditors: S V J K and Associates; Secretarial: Chirag Shah & Associates; Internal: G B & Co.
• CSR committee met twice; CSR spend 0.99 Cr; implementation partners disclosed.
• Independent directors provide declarations of independence; familiarization programs in place.
• AGM 41st on Aug 11, 2026; VC/OAVM; digital notice and e-voting facilities.
• Auditors’ report: no qualifications; internal controls assessed as adequate.
• Contingent liabilities disclosed; no material impact expected on going concern.

ESG & sustainability

• Zero Liquid Discharge framework; 100% water recovery with ETP and RO.
• 6 MW captive power; on-site 1 MW rooftop solar at Dholi unit.
• Liquid indigo dyes adopted; reduces hazardous exposure and pollution.
• Cotton fibre waste repurposed into denim bags and mats.
• Over 200,000 saplings planted; extensive green spaces for air quality.
• Energy efficiency measures include LED lighting and periodic energy audits.
• CSR focus on education, healthcare, rural sports; 0.99 Cr spent in FY26.

Dividends & shareholder matters

• Dividend policy adopted; no final dividend declared for FY2025-26.
• 41st AGM scheduled for 11 August 2026 via VC/OAVM.
• Record date 3 July 2026; remote e-voting window Aug 8–10, 2026.
• Unclaimed/unpaid dividends account shows small balance; investors informed electronically.

Outlook & strategy

• Export diversification remains priority; target new markets in Europe and Africa.
• Strengthen brand partnerships and expand global footprint through scalable operations.
• Continued investments in technology, sustainability, and process automation.
• Industry tailwinds from denim demand, policy reforms, and domestic consumption growth.

Auditors & risk flags

• Audit opinions issued without material qualifications; no fraud reported.
• Risks include raw material volatility, regulatory changes, and global demand shifts.
• Contingent liabilities disclosed; expected impact not to affect going concern.
• Tax searches and regulatory reviews ongoing; disclosures aligned with regulatory guidance.