Vishnu Prakash R Punglia Ltd

AGM Details

• Date/time/mode: 30 Sep 2026, 12:30 PM IST, VC/OAVM.
• Meeting concluded at 01:10 PM IST; duration about 40 minutes.
• Remote e-voting: 27–29 Sep 2026, 9:00 AM–5:00 PM.
• Proxy attendance not available due to VC/OAVM.

Resolutions and outcomes

• Adoption of Audited Financial Statements and Reports for FY 2026 – Outcome: not disclosed.
• Appointment of Sanjay Kumar Punglia retiring by rotation – Outcome: not disclosed.
• Appointment of Ajay Pungalia retiring by rotation – Outcome: not disclosed.
• Ratification of remuneration to Cost Auditors for FY 2027 – Outcome: not disclosed.
• Remuneration for Ajay Pungalia, WTD, in absence of profits – Outcome: not disclosed.
• Remuneration for Vishnu Prakash Punglia, WTD, in absence of profits – Outcome: not disclosed.
• Remuneration for Kamal Kishor Pungalia, WTD, in absence of profits – Outcome: not disclosed.
• Remuneration for Sanjay Kumar Punglia, WTD, in absence of profits – Outcome: not disclosed.
• Increase Authorised Share Capital and alter Capital Clause of MOA – Outcome: not disclosed.
• Conversion of unsecured Director-Promoter loan into equity – Outcome: not disclosed.
• Issuance of Fully Convertible Warrants on a preferential basis to Non-Promoter Public – Outcome: not disclosed.

Closure of Trading Window (Insider Trading / SAST)

AGM details

• AGM date/time: 30 September 2026 at 12:30 IST; VC/OAVM; deemed venue at registered office.
• Record date for voting: 23 September 2026.
• Remote e-voting: 27–29 September 2026; voting closes 29 Sept at 5:00 PM.
• Attendance via VC/OAVM; no physical attendance.

Resolutions to vote on

• Ordinary: Adoption of audited financial statements and related reports.
• Ordinary: Re-appointment of Sanjay Kumar Punglia (retiring by rotation).
• Ordinary: Re-appointment of Ajay Pungalia (retiring by rotation).
• Special (Ord): Ratify remuneration of Cost Auditors for FY2027.
• Special: Remuneration to four Whole-time Directors if profits are inadequate.
• Special: Increase authorised share capital and alter the Capital Clause.
• Special: Convert directors’ unsecured loans into equity.
• Special: Issue of fully convertible warrants to Non-Promoter Public.

Dividend

• Dividend: Board did not recommend any dividend for FY2025-26.

Director and KMP changes

• Directors retiring by rotation: Sanjay Kumar Punglia and Ajay Pungalia; proposals for re-appointment.
• CFO appointed: Vinod Kumar Pungliya from 6 Jul 2026; CS Monica Purohit from 1 Jul 2026.
• Resignations: Sarfaraz Ahmed and Nitisha Jain resigned around 30 Jun 2026; Neha Matnani resigned 31 Oct 2025.

Auditors and secretarial

• Statutory Auditor: M/s Banshi Jain & Associates; term 5 years to 2028.
• Internal Auditor: M/s R.G. Maheshwary & Co.; re-appointment for 2026-27.
• Cost Auditor: M/s Rajendra Singh Bhati & Co.; remuneration Rs 25,000; subject to member ratification.
• Secretarial Auditor: GMJ & Associates.
• Auditor fees for 2025-26: Rs 1.28 million (statutory).

Material related party transactions

• RPTs with KMP/relatives and group entities including: rent income, sub-contracts, testing services, and CSR.
• Examples: rent from KMP-affiliated entities; sub-contract payments to Vishnu Infrastructures and Avyay Infra.
• Testing/consultancy: Vishnu Shree Test Labs 118.41; Nidhi Punglia consultancy 1.20.
• CSR expense to Vishnu Shree Seva Trust 3.66.

Other material approvals

• Board-approved up to Rs 3,000 million via equity or equity-linked instruments.
• Proposed 2,11,10,000 warrants to Non-Promoter Public; issue price Rs 38 per warrant.
• Increase authorised share capital to Rs 200 crore; amend Capital Clause accordingly.
• Conversion of promoter/unsecured loans into equity; up to Rs 200 crore; cash settlement for excess.

Rating Action

• Total bank loan facilities rated: Rs 960 crore.
• Long-term rating: IVR C+/Stable (downgraded).
• Short-term rating: IVR A4 (downgraded).
• Outlook: Stable.

Rationale

• Downgrade driven by delays in servicing unsecured short-term working capital debt.
• Healthy order pipeline and experienced management cited as strengths.
• Liquidity stretched; FY26 and Q1 FY27 losses.
• Moderate financial risk with negative DSCR/ISCR in FY26.
• Execution risk due to elongated working capital cycle and project delays.

Financials & Liquidity

• TNW: Rs 583.62 crore in FY26, down from Rs 773.33 crore.
• Total debt: Rs 654.83 crore; Gearing: 1.12x.
• DSCR: -0.37x; ISCR: -1.11x; EBITDA margin negative FY26.
• Operating cycle ~237 days in FY26; inventory 309 days, receivables 150 days.
• Q1 FY27 losses; continued high working capital intensity; liquidity stressed.

Outlook & Sensitivities

• Outlook: Stable.
• Upward factors: satisfactory account conduct with lenders.
• Downward factors: delays in debt servicing or invocation of guarantees.

Additional notes

• Care Ratings noted Issuer Not Cooperating.

Rating Action

• CARE migrated the company's bank facilities to Issuer Not Cooperating (INC) and CARE D rating.
• INC classification relates to CARE's previous rating arrangement.
• The company did not accept CARE's Feb 25, 2026 rating review.
• The company appointed another SEBI-registered credit rating agency for independent assessment.
• The rating assigned by the new agency was disseminated on 26 August 2026.
• No fresh information was submitted to CARE during transition.
• The company continues to service debt obligations per lenders' terms.
• The company remains committed to timely and complete regulatory disclosures.

Financial performance

• FY2025-26 revenue from operations: 8511.95 million ₹, down 31.2% YoY.
• Loss after tax: 1501.16 million ₹; prior-year profit 585.96 million.
• EBITDA margin: (9.65)%; FY2025 margin was 12.56%.
• Net cash from operating activities: 1417.74 million ₹; FY2025 outflow was 2068.96.
• Earnings per share (diluted): (12.04)₹; FY2025: 4.70₹.
• Order book: 43,910.9 million ₹ as of 31-Mar-2026; 2-3 years visibility.

Operations and portfolio

• Fleet strength: around 500 construction assets supporting in-house EPC model.
• Geographic reach across 11 states and 1 Union Territory in India.
• Water supply remained core: 58.49% of FY2026 turnover; railways 24.52%; roads 11.32%; sewerage 5.67%.
• Industrial focus on water, railways, and road projects with diversified portfolio.

Liquidity and capital structure

• Total borrowings reduced to 6,495.45 million ₹; bank/fi facilities repaid ~3,400 million.
• Promoters advanced 4,661.73 million ₹ as unsecured loans; promoter holding fell to 44.61% from 67.81%.
• Authorized share capital: 1,500 million ₹; issued, subscribed & paid-up: 1,246.44 million ₹.
• Dividend policy: no dividend declared for FY2025-26.

Audit, governance and risks

• Auditors M/s Banshi Jain & Associates issued an unmodified report with Emphasis of Matter on exceptional item.
• Going concern note due to delays in realization of government receivables; management expects recovery.
• 22 joint operations; no subsidiary or associate companies.
• Board comprises 11 directors; six independent; KMP changes during 2026.

Outlook and strategy

• FY2027 focus: clear certification backlog, billings conversion, and collections.
• Jal Jeevan Mission 2.0 outlay approved; AMRUT 2.0 continues; pipeline rejuvenated.
• Management to bid selectively, leveraging in-house EPC to control costs.
• Plan to restore execution momentum as certification and disbursement resume.

People, safety and ESG

• Total employees/workers engaged: 9,652; no lost-time injuries reported.
• Health and safety training: 84% of employees; 72% of workers trained.
• CSR expenditure: 24.64 million ₹; CSR obligation 24.50 million ₹; excess.
• CSR focus areas include education, health, sanitation, and community development.

Risks and contingencies

• Note on IBC: two operational-creditor applications totaling ~₹42.62 crore filed; pending.
• Promoter support remains; liquidity constraints addressed by promoter loans and debt repayments.
• Exceptional item: 99.64 million ₹ recognized; contract termination under North Western Railway.
• SEBI penalty of ₹0.20 million; other regulatory matters disclosed and monitored.

Financial performance

• Revenue from operations: ₹8,511.95m, down 31.2% YoY.
• Loss after tax: ₹1,501.16m; EPS (12.04).
• EBITDA margin: -9.65%.
• Order book stood at ₹43,910.9m as of 31 Mar 2026.
• Net cash from operating activities: ₹1,417.74m.
• Borrowings reduced to ₹6,495.45m; bank facilities repaid ₹3,400m.
• Promoter unsecured loans advanced ₹2,996.35m; promoter holding 44.61%.
• Jal Jeevan Mission 2.0 approved; outlay ₹8.69 lakh crore to Dec 2028.

Capital actions

• Board approves raising up to ₹3,000m via equity/equity-linked instruments.
• Seeking shareholder approval to increase authorised capital to ₹2,000m.

Governance & management

• Post-year: CFO and CS resignations; new CFO Vinod Pungliya; CS Monica Purohit appointed.

AGM Details

• AGM date/time: 30 September 2026, 12:30 PM, via VC/OAVM.
• Remote e-voting window: 27–29 September 2026, 09:00 to 17:00.
• E-voting available during the AGM.
• Eligibility cut-off date for voting: 23 September 2026.

Key Resolutions

• Ordinary: Adopt the audited financial statements for the year.
• Ordinary: Re-appoint a director retiring by rotation.
• Ordinary: Re-appoint another director retiring by rotation.
• Special: Ratify remuneration of Cost Auditors for the year.
• Special: Remuneration to a Whole-Time Director in absence or inadequate profits.
• Special: Remuneration to another Whole-Time Director in absence or inadequate profits.
• Special: Remuneration to a further Whole-Time Director in absence or inadequate profits.
• Special: Remuneration to an additional Whole-Time Director in absence or inadequate profits.
• Ordinary: Increase authorised share capital; alter Memorandum of Association.
• Special: Allow conversion/adjustment of promoters' unsecured loans into equity during fundraising.
• Special: Issue fully convertible warrants to Non-Promoter Public via private placement.

Voting Status

• Voting results not disclosed in this filing.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Directors to be re-appointed by rotation.

Auditor Appointments

• Cost Auditor remuneration ratified for the period.

Material Related Party Transactions

• Related-party: conversion/adjustment of promoters' unsecured loans into equity during fundraising.

Key FY2025-26 updates

• FY2025-26 revenue Rs 8,511.95m; PAT loss Rs 1,501.16m; EBITDA margin -9.65%.
• Order book stood at Rs 43,910.9m as of 31 March 2026 across water, railways, roads.
• Net cash from operations Rs 1,417.74m; borrowings Rs 6,495.45m; promoter unsecured loans Rs 2,996.33m outstanding.
• Jal Jeevan Mission 2.0 approved with outlay Rs 8.69 lakh crore to December 2028; shift to service delivery.
• Resignations and appointments: CFO and Company Secretary resigned; Vinod Kumar Pungliya appointed CFO; Monica Purohit appointed CS.
• Vishnu Prunglia reappointed Chairperson and WTD to Sep 2028; Manohar Lal Punglia reappointed MD for five years.
• Capital actions: up to Rs 3,000m equity raise; authorised capital to Rs 200cr; promoter loan conversion; non-promoter warrants.
• Dividend: Board not recommending dividend for FY2025-26.
• Credit rating downgraded to CARE BB+; negative outlook; borrowings approx Rs 6.5bn.
• Exceptional item Rs 99.64m for encashment of bank guarantee on Jaipur-Sawai Madhopur; litigation ongoing.