VMS Industries Ltd

Appointment update

• Appointment of Mr. Varun Manojkumar Jain as Non-Executive Director approved by shareholders at the 34th AGM.
• Date of appointment: 28 September 2026, under the Companies Act 2013 and Articles of Association.
• DIN: 03502561; not debarred from holding directorship by SEBI or other regulators.
• Varun Jain is son of MD Manojkumar Jain and WTD Sangeeta Jain.
• Other directorships: MD of VMS TMT Limited; Non-Executive Director at Aditya Ultra Steel Limited.
• Profile: B.Com, MBA; CA Intermediate; 15+ years steel-industry experience.

AGM details

• AGM held on 28 September 2026 at 3:00 PM via VC/OAVM.
• Cut-off voting date: Friday, 18 September 2026.
• Remote e-voting window: 25–27 September 2026.

Resolutions and outcomes

• Adoption of audited standalone financial statements passed; 99.997% in favour, 0.003% against.
• Re-appointment of Sangeeta Jain as Whole Time Director passed; 99.985% in favour, 0.015% against.
• Re-appointment of S N Shah & Associates as statutory auditors passed; 99.063% in favour, 0.937% against.
• Approve RPT with Aditya Ultra Steel Limited up to Rs 100 crore; 80.992% in favour, 19.008% against.
• Approve RPT with VMS TMT Limited; 81.176% in favour, 18.824% against.
• Remuneration ratification for Cost Auditor passed; 99.985% in favour, 0.015% against.
• Special: Varun Manoj Kumar Jain appointed Non-Executive Director; 99.996% in favour, 0.004% against.

Dividend

• Dividend proposed/declared: none.

Directors

• Appointed Varun Manoj Kumar Jain as Non-Executive Director.
• Re-appointment of Sangeeta Jain as Whole Time Director (re-election).

Auditors

• Statutory auditors re-appointed: S N Shah & Associates; remuneration fixed.

Material related party transactions

• Aditya Ultra Steel Limited related party transactions up to Rs 100 crore.
• VMS TMT Limited related party transactions approved; MD of company is director in VTL.

Other material approvals

• No ESOP/stock option schemes or charter amendments reported.

VMS Industries Limited – Closure of Trading Window from 1 October 2026 until the expiry of 48 hours after the declaration of the Unaudited Financial Results of the Company for the quarter and half year ending 30th September, 2026

34th AGM held 28 September 2026

• Adoption of audited standalone financial statements for year ended 31 March 2026 approved.
• Re-appointment of Sangeeta Jain (DIN 00125273) on retirement by rotation approved.
• Re-appointment of S N SHAH & Associates as Statutory Auditors from this AGM; remuneration fixed.
• Approval of related party transactions with Aditya Ultra Steel Limited up to Rs 100 crore for FY 2026-27.
• Approval of related party transactions with VMS TMT Limited up to Rs 100 crore for FY 2026-27.
• Ratification of remuneration payable to Anuj Aggarwal & Co., Cost Accountants, for auditing cost records FY 2026-27.
• Appointment of Varun Manojkumar Jain as a Non-Executive Director.
• Board did not recommend a dividend for the year.

Financial performance

• Revenue from operations: 15,743.05 Lakhs; down from 28,855.88 in 2024-25
• EBITDA: 674.83 Lakhs; down from 1,266.80
• Profit after tax: 146.29 Lakhs; down from 680.45
• EPS: 0.60 Rs; basic and diluted
• Dividend: no dividend declared for FY2025-26

Operations and segments

• Single operating segment: ship breaking and trading scrap
• Sales by type: manufacturing goods 4,147.25; trading goods 11,595.80 Lakhs
• Total revenue: 15,743.05 Lakhs

Capital structure & liquidity

• Authorized capital: Rs 26 crore; paid-up capital: Rs 24.473 crore
• Total borrowings: 2,944.68 Lakhs; cash: 1,597.06 Lakhs
• Equity capital: 2,447.34 Lakhs; promoters hold 38.10%

Dividends and shareholder matters

• Dividend: not declared for FY2025-26
• AGM: 34th on 28 Sep 2026; VC/OAVM; no proxies
• Shares dematerialised; physical transfer discouraged; transfers via NSDL/CDSL

Governance updates

• New independent director Dhwani Nagar appointed 18.09.2025
• Resignation of Murari Agarwal 16.07.2025; Varun Jain proposed as Non-Executive Director
• Statutory Auditor: S N Shah & Associates; remuneration ratified for 2026-27
• Board meetings: 9 in FY2025-26; committees updated

Related party transactions

• Related parties AUSL and VTL; aggregate limit Rs 100 crore per year for 2026-27
• Board approvals on 12 Aug 2026; arm's length terms
• RPTs include sale/purchase of goods; focused on two related parties

CSR and risk management

• CSR spend: 12.50 Lakhs; CSR obligation 12.50 Lakhs; average net profit basis
• CSR project: Promoting Education in Rural Gujarat via Shri Umiya Education and Charitable Trust
• CSR policies in place; CSR committee chaired by MD with other directors

Audit & controls

• Internal Audit: M/s SNDK & Associates; Secretarial Audit: M/s Umesh Ved & Associates
• Gratuity: no provision required as no eligible employees
• Internal controls: adequate and effective; no material weaknesses reported
• Litigation: tax demands totaling 111.74 Lakhs pending as of 31-Mar-2026

AGM Details

• Date, time, mode: 28 September 2026, 3:00 PM via VC/OAVM.

Book Closure

• Book closure window: 18 Sep 2026 to 27 Sep 2026.

Key Resolutions

• Adoption of FY2025-26 financials with Board and Auditor reports (Ordinary).
• Related Party Transactions with Aditya Ultra Steel Limited (Special).
• Related Party Transactions with VMS TMT Limited (Special).
• Remuneration of Cost Auditor ratification (Ordinary).
• Appointment of Varun Manoj Kumar Jain as Non-Executive Director (Special).

Director Changes

• Proposed appointment: Varun Manoj Kumar Jain as Non-Executive Director (subject to Members’ approval).

Director Background

• Nominee Varun Jain: B.Com, MBA, CA Inter; 15+ years’ experience; MD at VMS TMT Limited; holds 6,24,800 shares.

Voting Status

• Voting results not disclosed in the filing.

Publication of quarterly results

• Newspaper notices published on 13 Aug 2026 for Q1 results in Indian Express and Financial Express.
• Board approved the results on 12 Aug 2026 and filed with exchanges on the same day.
• Period ended 30 June 2026.
• Regulatory compliance under Regulation 47 SEBI LODR.

Financial results and disclosures

• Unaudited standalone Q1 2026 results approved; quarter ended 30 June 2026.
• Limited Review Report by S N Shah & Associates submitted.
• Integrated XBRL filed for related party transactions for Q1 ended 30 June 2026.
• Audit Committee reviewed and Board approved results; segment reporting not applicable (single segment).
• Results disclosed as standalone; no consolidated figures presented.
• Independent auditor's review report notes no material misstatement.
• Note: figures regrouped/reclassified where necessary.

Meeting Details

• Board meeting scheduled on 12 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider, approve and adopt unaudited Q1 2026 financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026; opens 48 hours after the board meeting.