Carnation Industries Ltd

Board outcomes

• Board approved unaudited quarterly and half-year results for the period ended September 30, 2026.
• Limited Review Report issued by the Statutory Auditors; Annexure-I enclosed.
• Board meeting commenced 4:05 PM and concluded 5:50 PM.

Carnation Industries Limited — Trading Window closed from October 1, 2026 till 48 (Forty-Eight) hours after the declaration of the Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2026.

AGM Details

• AGM held on 26 August 2026 at 11:00 A.M.; voting via remote e-voting and at AGM.

Key Resolutions

• Ordinary: Adopt financial statements and reports for year ended 31 March 2026; passed.
• Ordinary: Reappointment of Bhawna Gupta offered for reappointment; passed.
• Special: Amendment to MOA object clause; passed.
• Special: Approval for related party transactions under Section 188; passed.
• Ordinary: Appointment of auditors and fix remuneration.

Director Changes

• Director Bhawna Gupta offered herself for reappointment.

Auditor Appointments

• Statutory auditors appointed; remuneration to be fixed.

Related Party Transactions

• Approval for related party transactions under Section 188; scope per Companies Act.

agm details

• Date and time: 26 August 2026, 11:00 AM IST; mode: VC/OAVM.
• Remote e-voting cut-off: 19 August 2026.
• Members present via VC/OAVM: 34.

ordinary business

• Adopt Audited Financial Statements for FY 2025-26 and related reports.
• Director Bhawna Gupta to retire by rotation and seek reappointment.

special business

• Approval for Related Party Transactions under Section 188 of the Companies Act, 2013.
• Amendment to object clause of the Memorandum of Association.

voting status

• Voting results to be declared within prescribed timelines.
• Scrutinizer’s report to be submitted to exchanges and posted on the company website.

Financials

• Revenue from operations reached 170.00 Lakhs in FY2025-26.
• Total revenue (I+II) stood at 196.72 Lakhs.
• Profit before tax from continuing operations was 26.50 Lakhs.
• Profit after tax was a loss of 13.18 Lakhs.
• Earnings per share: Basic and Diluted at (0.38) Rs.
• Net cash from operating activities: (72.80) Lakhs.

Dividends & Capital

• Dividend declared: Board did not recommend any dividend.
• Authorized share capital increased to Rs 3,500 Lakhs; SH-7 filing pending.

Capital & Liquidity

• Non-current borrowings amounted to Rs 1,362.07 Lakhs.
• Current liabilities total Rs 45.06 Lakhs.
• Debt-equity ratio stood at 9.09x.
• Current ratio was 1.58x.
• Company asserts going concern after CIRP, supported by liquidity.

Operations & Strategy

• Resolution Plan approved; revival and governance strengthening underway.
• Acquired Oniv Beverages Private Limited to diversify into beverages.
• Registered office shift to Delhi approved; ROC approvals pending.
• MOA amended to broaden object clause for beverages.

Governance

• Statutory auditor: Jain Saraogi & Co, 2022-27.
• Secretarial auditor: Avinash K & Co for 2025-30.
• Board governance: promoter-led management post-2024 CIRP.

Related Parties

• Related party transactions approved up to Rs 150 crore for 2026-27.
• Advik Capital Limited loans; outstanding balance Rs 1,362.07 Lakhs.
• Remuneration to directors and KMP disclosed.

Audit Flags & Compliance

• Emphasis of Matter on name change and ROC filings pending.
• Unclaimed dividend of Rs 1.42 Lakhs transferred to IEPF, in process.
• Speculative transactions noted; impact minor; controls under review.
• ICICI Bank charge squared off; no dues outstanding.

Outlook & Risks

• Outlook positive from infrastructure growth and beverage expansion.
• Risks include raw materials, regulatory changes, and supply chain.
• Oniv acquisition integration risks; management pursuing synergies.

Book closure for AGM

• Book closure from Aug 20 to Aug 26, 2026 (inclusive) for AGM.
• Register of Members and Share Transfer Books to be closed during this period.
• AGM scheduled Aug 26, 2026 via Video Conferencing / OAVM.

Unaudited Q1 FY2026 results

• Unaudited quarterly results for quarter ended 30 June 2026 approved and taken on record; Limited Review Report attached.

AGM notice and schedule

• AGM to be held on 26 August 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting from 23 to 25 August 2026; cut-off date 19 August 2026.
• Book closure from 20 to 26 August 2026.
• Board's Report for FY2025-26 approved, including MD&A and Secretarial Audit Report.
• Notice of AGM and Annual Report to be circulated separately to Members.

Scrutinizer appointment

• Appointed M/s Avinash K & Co., Practising Company Secretaries, as Scrutinizer for AGM/e-voting.

Meeting Details

• Board meeting scheduled for July 30, 2026 at the Company's Corporate Office; time not disclosed.

Key Agenda Items

• To consider and approve unaudited quarterly results for June 30, 2026 with Limited Review Report.

Other Notes

• Trading window closed for designated persons and relatives until 48 hours after results declaration (June 30, 2026).

Certificate submission

• Certificate for the reporting period submitted by the registrar and transfer agent.