Prabhhans Industries Ltd

Offer basics

• Open offer for 54,82,248 shares (15.84%) at ₹41.30 per share.
• Offer opens 26 Nov 2026 and closes 9 Dec 2026.
• Acquirers: Exigo Recycling Pvt Ltd; Raman Sharma; Anagh Ojha; Pankaj Chopra; PACs: Kanika Gurjar; Ashok Sharma.
• Not conditional on minimum acceptance; not a competing offer.

Transaction structure & control

• Underlying preferential issue of 2,83,68,750 shares; post-issue expanded voting capital 3,46,16,990.
• Acquirers and PACs hold 74.92% post preferential issue.
• RDPL and MTOW will become wholly owned subsidiaries via a share swap.
• Share swap ratios: 1780:1 for RDPL; 422.75:1 or 1691:4 for MTOW.

Financing & approvals

• Total offer size ₹22.64 crore; escrow ₹5.70 crore with ICICI Bank.
• Acquirers have adequate resources; no borrowings for this open offer.

AGM Details

• AGM held Sept 30, 2026 via VC/OAVM; commenced 12:37 PM and concluded 12:48 PM.

Ordinary Business

• Adopt audited financial statements for year ended March 31, 2026.
• Re-appoint Parminder Kaur, liable to retire by rotation.

Special Business

• Increase limits under Section 180(1)(a) for creating charge on assets.
• Borrowing power up to Rs 100 crores.
• Loans/guarantees/securities to related party interests per Section 185.
• Loans, guarantees, securities and investments under Section 186.
• Waiver for recovery of excess managerial remuneration to Satnam Singh for 2024-25.
• Waiver for recovery of excess managerial remuneration to Harjit Kaur Chawla.
• Waiver for recovery of excess managerial remuneration to Parminder Kaur.
• Approval for remuneration in excess of Section 197 limits.
• Regularize Parveen Bhadana as Whole Time Director.
• Regularize Megha Sharan as Non-Executive Independent Director.
• Regularize Atul Chauhan as Non-Executive Independent Director.

Voting Status

• Voting results to be submitted separately; 24 members attended.

Prabhhans Industries Ltd: Closure of Trading Window from 01st October, 2026 till the end of 48 hours after the declaration of Un-audited Financial Results for the Quarter and Half Year ended 30th September, 2026

Meeting Details

• Date: 30 September 2026.
• Location: Corporate Office, Hyderabad.
• Time: Not disclosed.

Key Agenda Items

• Consider and approve fundraising via issuance of equity and/or other securities.
• In one or more tranches, including rights or preferential issues.
• Subject to applicable approvals, including member approvals.
• Any other items as may be decided by the Board.

Other Notes

• Trading window closure period not disclosed.

Book Closure for AGM

• Book closure: Sep 24, 2026 to Sep 30, 2026, inclusive, for AGM.
• AGM to be held on Sep 30, 2026 at 12:30 PM via Video Conferencing.
• Cut-off date for remote voting eligibility: Sep 23, 2026.
• Remote e-voting: Sep 27, 2026, 09:00 to Sep 29, 2026, 17:00.

Financial highlights

• Revenue from operations: ₹10,107.71 lakh; up from ₹8,693.58 lakh.
• Total income: ₹10,107.82 lakh; PBT: ₹221.59 lakh.
• PAT: ₹163.76 lakh; EPS: ₹2.62.
• Expenditure: ₹9,886.23 lakh; YoY PAT declined from ₹227.27 lakh.

Capital structure & liquidity

• Authorized capital increased to ₹12 crore.
• Paid-up capital: ₹624.82 lakh (6,248,240 shares).
• Total borrowings: ₹1,141.27 lakh; net debt/equity: 1.00.
• Cash and cash equivalents: ₹10.26 lakh.
• Liquidity ratios: current ratio 1.35; CFA/CFL 0.72; DSCR 0.27.

AGM & governance updates

• 32nd AGM: 30 Sep 2026 via VC/OAVM.
• Remote e-voting: 27–29 Sep 2026.
• Director changes: Harjot Kaur Chawla resigned 16 Jul 2026; Rajesh Khurana 1 Aug 2026.
• Parveen Bhadana appointed Whole-time Director for 5 years.
• Megha Sharan and Atul Chauhan appointed Independent Directors.

Approval items at AGM

• Item 3: mortgage/charge up to ₹100 crore to secure borrowings.
• Item 4: borrowing powers up to ₹100 crore.
• Item 5: loans/guarantees/security to related entities up to ₹100 crore.
• Item 6: loans/guarantees/investments up to ₹100 crore.

Remuneration waivers & governance

• Waiver of excess remuneration approved for Satnam Singh.
• Harjot Kaur Chawla: ₹6.1653 lakh; ₹5.54265 lakh waived.
• Parminder Kaur: ₹6.1653 lakh; ₹5.54265 lakh waived.
• Omnibus authority for managerial remuneration under Section 197(1).

Management discussion & outlook

• MD&A notes cautious industry outlook; textile sector needs supportive policy.
• Focus on online and export growth; ongoing cost optimization.

Audit, controls & CSR

• Statutory auditors Kapish Jain & Associates; no qualifications.
• Secretarial audit: Vaibhav Sharma & Associates; no observations.
• Internal controls deemed adequate and effective; CFO certification provided.
• CSR not applicable; no CSR activities planned.

Promoter & shareholding

• Promoters hold 59.68%: Satnam Singh; Parminder Kaur 7.83%; Harjot Kaur Chawla 4.98%.

Board decisions

• AGM rescheduled to Sep 30, 2026 at 12:30 PM via VC/OAVM.
• Approved increase in limits under Section 180(1)(a) for creating charge on assets.
• Approved loans/guarantees/securities for loans availed by persons connected to directors (Section 185).
• Approved loans, guarantees, and investments under Section 186.
• Regularized Megha Sharan as Non-executive Independent Director.
• Regularized Atul Chauhan as Non-executive Independent Director.
• Appointed Mr. Amit Saxena as Scrutinizer for remote e-voting for AGM.

Key Decisions

• Approved filing with ROC to extend time for convening the 32nd AGM for FY2026 by 3 months.