Samtex Fashions Ltd

Litigation status

• DRT-III Delhi order dated 03 October 2026; NARCL wins; Samtex as guarantor liable; counterclaim dismissed.

Financial implications

• Aggregate claim approx Rs 435.02 crore; costs and pendente lite plus future interest at 10% p.a.

Parties

• SSA International Ltd. (subsidiary) and Samtex as corporate guarantor; NARCL as applicant.

Regulatory disclosure

• Intimation under Regulation 30 of Listing Regulations; material litigation update.

AGM Details

• Date, time and mode: 29 September 2026, 1:00–1:20 PM, video conferencing.
• Record date: 22 September 2026; last date for postal ballots: 29 September 2026.

Attendance & Participation

• Shareholders on record: 15,239.
• videoconference attendance: Promoter group 4; Public 107.
• Total resolutions passed: 3.

Resolutions & Outcomes

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements; Passed.
• Resolution 2 (Ord): Re-appointment by rotation of Atul Mittal; Passed.
• Resolution 3 (Special): Shifting of registered office within same state/ROC; Passed.

Registered Office Change

• Previous registered office: Khasra No. 62 D1/3 Industrial Area Rajarampur, Sikandrabad, Bulandshahr, UP 203205
• New registered office: Plot No. 163, Udhyog Vihar Extension, Greater Noida, Gautam Buddha Nagar, UP 201310
• Effective date: 01 October 2026
• Within the jurisdiction of the same Registrar of Companies
• Approval: Shareholders approved at AGM held on 29 September 2026
• Impact: No stated impact on operations or investor correspondence

AGM Details

• AGM on Sep 29, 2026 at 01:00 PM IST held via VC/OAVM.
• Shareholder cut-off date: Sep 22, 2026.
• Remote e-voting open from Sep 26, 2026 09:00 IST to Sep 28, 2026 05:00 PM IST.
• Scrutinizer appointed: Deepak Kukreja & Co.

Key Resolutions

• Ordinary: Adopt standalone and consolidated audited financial statements for year ended Mar 31, 2026.
• Ordinary: Re-appointment of Atul Mittal as director by rotation.
• Special: Shifting of registered office within the same state under ROC.

Voting Results

• Voting results to be declared within two working days after the AGM.
• Consolidated Scrutinizer’s Report to be submitted to stock exchanges and placed on the company website.

Income tax litigation update

• Supreme Court dismissed the company's appeal against IT disallowances for AY 2000-01 and 2001-02.
• IT orders disallowed deductions under section 80HHC and interest on margin money.
• Previously the orders favored the company until the Delhi High Court judgment.
• Order date: 18 September 2026; company received the copy on 21 September 2026.
• No monetary impact or settlement details disclosed in the filing.

Samtex Fashions Ltd trading window closure notice

AGM and AR access

• Sends web-link and access path for Annual Report 2025-26 to shareholders.
• 33rd AGM scheduled for 20 September 2026 at 01:00 PM IST via VC/OAVM.
• Electronic distribution of AR and AGM Notice to members with registered email addresses.
• Web links and navigation paths provided to access AR and AGM Notice on the company site.
• Path: AR Finance – Financial Information – Annual Report 2025-26; AGM Notice Corporate Governance – AGM 2026-27.
• KYC/Demat queries to Beetal RTA or respective DP for assistance.
• RTA Beetal Financial & Computer Services contact details provided in the letter.

Financial snapshot

• Standalone total income Rs 0.14 lakh; standalone net loss Rs 31.82 lakh.
• Standalone EPS Rs -0.04.
• Consolidated total income Rs 7.69 lakh; consolidated net loss Rs 37.09 lakh.
• Consolidated total comprehensive income Rs 4.18 lakh; OCI Rs 41.27 lakh.
• No dividend declared for FY2025-26.
• Two material subsidiaries SSA International Limited and Arlin Foods Limited are non-operational.
• Standalone cash and cash equivalents Rs 1.41 lakh; consolidated Rs 60.40 lakh.

Operations & subsidiaries

• No manufacturing or other business activity conducted in FY2025-26.
• SSA International Limited and Arlin Foods Limited remained non-operational; NPAs declared by banks.

AGM & governance

• 33rd AGM scheduled for 29 September 2026; held via VC/OAVM.
• Special Resolution approved to shift Registered Office within UP to Greater Noida.
• Notice and Annual Report posted on company website.
• Remote e-voting via CDSL; up to 1,000 participants.
• Board comprises four directors; independent directors provide declarations.

Capital structure & shareholding

• Issued share capital Rs 1,491.80 lakh; 7.45 million shares.
• Promoter holdings: Atul Mittal 26,00,000 shares (3.49%), Rita Mittal 43,60,150 shares (5.85%).
• About 95.38% shares are in dematerialised form; no GDR/ADR; listed on BSE.

Audit flags & risk

• Standalone audit: qualified opinion; impairment testing not done; depreciation not charged.
• Consolidated audit: adverse opinion; going-concern uncertainty.
• Internal audit not appointed; internal controls have weaknesses noted.
• Secretarial audit flagged CFO designation issue; management to appoint CFO.

Related parties & commitments

• No material related party transactions in FY26.
• Director loan from Atul Mittal Rs 274.80 lakh.
• Investments: SSA International Rs 3,720 lakh; Arlin Foods Rs 150.01 lakh; impairment booked.
• Corporate guarantee of Rs 807.46 crore to SSA International Limited; SARFAESI matters ongoing.

Outlook & management risks

• Management intends revival; losses persist; governance framework remains in place.

AGM Details

• AGM date/time: 29 Sep 2026, 1:00 PM IST, via VC/OAVM.
• Record/Book closure: 23 Sep 2026 to 29 Sep 2026 (inclusive).

Ordinary Business

• Adopt standalone and consolidated FY2026 audited financial statements.
• Re-appointment of Atul Mittal, retiring by rotation.

Special Business

• Shift registered office within the same state; move to Greater Noida; board authorized.

Director Details

• Director Atul Mittal is Chairman & Managing Director; retires by rotation and seeks re-appointment.
• Remuneration last drawn: Nil; remuneration sought: Nil.
• Committee memberships: Audit and Stakeholders' Relationship Committee.