Texel Industries Ltd

Resigning director details

• Naresh Ramniklal Mehta, Non-Executive Non-Independent Director, resigns.
• Resignation effective from close of business hours on 14 October 2026.
• Reason cited: personal and professional reasons.
• No other material reasons disclosed for resignation.
• Ceases to be member of the Nomination and Committee of the Board and resigns from all board committees.

Texel Industries Limited – Trading Window Closed from October 01, 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended 30th September, 2026.

AGM Details

• AGM held on 29 September 2026 via VC/OAVM.
• Record date: 22 September 2026; 8,201 shareholders on record.
• Start time: 12:34 p.m.
• Mode: VC/OAVM.

Resolutions

• Ordinary Resolution: Adoption of audited standalone and consolidated financial statements.
• Ordinary Resolution: Re-appointment by rotation of a director.
• Ordinary Resolution: Appointment of a non-executive non-independent director.

Voting Results

• Resolution 1 passed with 100% in favor; 0 against.
• Resolution 2 passed with 100% in favor; 0 against.
• Resolution 3 passed with 100% in favor; 0 against.

Director Changes

• Director re-appointed by rotation.
• New non-executive director appointed.

AGM Details

• Date and mode: 29 September 2026 via VC/OAVM.
• AGM started 12:34 p.m. and ended 1:02 p.m.
• Remote e-voting open 25–28 September 2026.
• Voting cut-off date for e-voting: 22 September 2026.

Key Resolutions

• Adopt standalone and consolidated financial statements for FY2025-26.
• Re-appoint Naresh Ramniklal Mehta by rotation.
• Appoint Mr. Rasesh Girish Shah as Non-Executive Non-Independent Director.

Voting Results

• All resolutions passed with the requisite majority.

Director Changes

• Naresh Ramniklal Mehta retires by rotation and seeks re-appointment.
• Rasesh Girish Shah appointed as Non-Executive Non-Independent Director.

Financial snapshot

• Standalone revenue from operations: ₹9,646.52 lakh in FY2025-26, down from ₹11,254.99 lakh.
• EBITDA: ₹1,259.00 lakh; margin pressured versus prior year.
• PAT: ₹529.96 lakh; previous year ₹488.51 lakh.
• EPS (Basic): ₹3.59; EPS (Diluted): ₹3.48 (Standalone).
• Net worth ₹4,646.05 lakh; borrowings ₹1,681.82 lakh; debt‑to‑equity 0.36x.
• Dividend not declared for FY2025-26.
• Cash flow from operations: negative ₹218.03 lakh; financing inflows ₹278.78 lakh.
• Texel Africa subsidiary eroded net worth; impairment ₹0.69 lakh recognised.
• Consolidated revenue ₹10,032.12 lakh; Consolidated PAT ₹451.11 lakh.

Segment performance

• Technical Textile turnover ₹9,428.28 lakh.
• Land, Building & Property Development turnover ₹479.94 lakh.
• Net revenue from operations (segment) ₹9,908.22 lakh.
• Segment PBIT ₹534.38 lakh; PAT ₹529.96 lakh.

Capital & governance

• Equity share capital ₹1,330.70 lakh; 1,33,06,991 shares.
• AGM 37th: 29 September 2026 via VC/OAVM.
• New Additional Director: Mr. Rasesh Girish Shah; proposal at AGM.
• Board strength: 4 Directors; 2 Independent; 1 Woman.
• Standalone auditors: Sunil Poddar & Co; no material qualifications; Africa impairment noted.
• Secretarial auditors: SPANJ & Associates; no material qualifications.

Subsidiaries & related parties

• Texel Africa Limited is wholly owned; net worth eroded; impairment ₹0.69 lakh recognised.
• Texel Africa policy: not treated as material subsidiary.
• Related party transactions largely in ordinary course; arm's length; disclosed in notes.
• AOC-1 details and Annexures accompany the Directors' Report.

Risks & outlook

• Opportunities: infrastructure growth, water conservation, technical textiles; recyclable print media.
• Risks: polymer price volatility, demand fluctuations, FX movements, tariffs; mitigated by cost control.
• ERP upgrades and process improvements to strengthen controls and efficiency.

Dividends & capital

• No dividend declared for FY2025-26.
• Equity capital unchanged; rights issue and promoter warrants discussed in notes.
• Dematerialisation: 91.77% of equity held in Demat form.

Audit & compliance

• Auditor's report (Standalone): no qualifications; emphasis on subsidiary impairment.
• Secretarial audit: no material non-compliance; governance certificate obtained.
• Company adheres to SEBI LODR; code of conduct followed by board and senior management.

AGM Details

• AGM on 29 September 2026 at 12:30 p.m. IST via VC/OAVM.
• Deemed venue: Registered Office.
• Cut-off date for voting eligibility: 22 September 2026.

Key Resolutions

• Ordinary Resolution: Adopt standalone and consolidated financial statements and audit reports.
• Ordinary Resolution: Re-appoint Naresh Ramniklal Mehta as director, retiring by rotation.
• Ordinary Resolution: Appoint Mr. Rasesh Shah as Non-Executive Non-Independent Director (Additional), subject to shareholder approval.

Voting & Proceedings

• Remote e-voting available; results to be announced and posted on company and evoting websites.
• Scrutinizer appointed to conduct the voting.
• Proxies not available as AGM is via VC/OAVM.

Dividend

• No dividend proposed or declared.

Director Changes

• Mr. Naresh Ramniklal Mehta to be re-appointed, retiring by rotation.
• Mr. Rasesh Shah appointed as Additional Non-Executive Director, to be regularized.

Appointment of Additional Director

• Appointment of Mr. Rasesh Girish Shah as Additional Director from 13 August 2026.
• Category: Non-Executive Non-Independent Director.
• Effective date: 13 August 2026; liable to retire by rotation.
• Not debarred by SEBI or any authority.
• Profile: MBA and Commerce graduate; extensive geosynthetics and government project exposure.
• Reason: Board approved on NRC recommendation.
• Notable: Has facilitated water harvesting projects for Texel.
• Relationship with other directors: Not Applicable.
• SEBI debarment status: Not debarred.

Standalone results

• Revenue from operations for quarter ended 30 Jun 2026: 2,847.69 Lakhs.
• Total income: 2,856.35 Lakhs.
• PAT after tax: 105.80 Lakhs.
• Basic EPS: 0.75 Rs; Diluted EPS: 0.76 Rs.
• Finance costs: 151.12 Lakhs; Depreciation & amortization: 148.76 Lakhs.

Consolidated results

• Consolidated revenue from operations: 2,847.69 Lakhs.
• Consolidated total income: 2,856.35 Lakhs.
• Consolidated PAT: 105.80 Lakhs.
• Consolidated EPS: Basic 0.75, Diluted 0.76 Rs.
• Limited Review Report: unmodified.

Capital actions & governance

• Promoter & non-promoter equity issue: 49,67,302 shares at Rs 38.25; Rs 18.99 crore received.
• Warrants: 7,84,312 convertible within 18 months at Rs 38.25; aggregate Rs 2.9999 crore.
• Balance funds Rs 2.2499 crore received on conversion; 100% utilized.
• Mr. Rasesh Girish Shah appointed Additional Director; effective 13 Aug 2026.