Ventura Textiles Ltd

MOA object clause alteration

• Special Resolution to alter MOA object clause approved; alteration registered by MCA on 12 October 2026.
• Company to carry out activities aligned with the altered object clause.
• Certificate of registration issued by ROC CPC; date 12 Oct 2026.
• Shareholders passed Special Resolution approving alteration.
• No financial metrics disclosed in the filing.

Ventura Textiles Limited closes trading window from Thursday, October 01, 2026 for Designated Persons and Immediate Relatives of Designated Persons until completion of 48 (forty eight) hours after the un-Audited results for the Half year ending September 30, 2026 generally made available to the Public

Financial snapshot

• Total income for year ended 31 Mar 2026: 4,889.55 Rs in hundreds.
• Net loss after tax: (35,007.17) Rs in hundreds.
• EPS (basic and diluted): (0.18) Rs.
• Cash from operations: (7,987.16) Rs in hundreds.
• Current ratio: 0.09.
• Total assets: 38,587.45 Rs in hundreds.
• Equity share capital: 19,44,068.90 Rs in hundreds.
• Retained earnings: (30,89,172.53) Rs in hundreds.
• Long-term borrowings: 7,33,647.71 Rs.
• Short-term borrowings: 30,240.00 Rs.
• Cash and cash equivalents: 739.12 Rs in hundreds.

Balance sheet highlights

• Share capital: 19,44,068.90 Rs in hundreds.
• Retained earnings: (30,89,172.53) Rs in hundreds.
• Total assets: 38,587.45 Rs in hundreds.
• Trade payables: 2,42,930.68 Rs.
• Cash and cash equivalents: 739.12 Rs in hundreds.

Cash flow and liquidity

• Net cash from operating activities: (7,987.16) Rs.
• Net decrease in cash: (172.87) Rs.
• Cash at year-end: 739.12 Rs.

Capital structure & debt

• Long-term borrowings: 7,33,647.71 Rs.
• Short-term borrowings: 30,240.00 Rs.
• Total borrowings: 7,63,887.71 Rs.
• Equity capital: 19,44,068.90 Rs.
• Retained earnings: (30,89,172.53) Rs.

Governance & strategic actions

• Special Resolution to change name to Superbev Limited approved.
• MOA/MAA and Articles to be realigned per Companies Act.
• New business scope includes tap rooms, brewpubs, malt houses, and beverages.
• Related party policy emphasized; arms-length transactions asserted.
• Board seeks revival through expanded beverage opportunities.

Related party transactions (material RPTs)

• Ace Alcobev: purchases up to Rs 5 Cr.
• Hudson Hospitality: sales of goods/services up to Rs 2 Cr; royalty up to 0.5%.
• RPTs to be approved by Audit Committee and Board; omnibus approvals contemplated.
• AAPL started revenue in Q4 FY2025-26; approx ₹80 Lakhs.

Going concern and audit notes

• Auditors flag material going-concern risk; revival plan under discussion.
• Management signals revival via new beverage and related activities.
• NFRA oversight referenced; compliance framework noted.

Upcoming AGM & agenda highlights

• AGM scheduled 30 September 2026 in Mumbai.
• Resolutions include name change and MOA/MAA amendments.
• Resolutions also cover new objects and related party framework.

AGM details

• Date/time: 30 September 2026 at 4:00 PM; mode: in-person at registered office.
• Remote e-voting window: 27 Sept 2026 9:00 AM to 29 Sept 2026 5:00 PM.
• Share transfer books and member register closed 24–30 Sept 2026.
• Notice and annual report available on company website and stock exchange.

Resolutions to vote

• Ordinary: adopt Audited Standalone Financial Statements for the year ended March 31, 2026.
• Ordinary: re-appoint Mohan Rao Penugonda as Director; MD tenure unchanged.
• Special: insert Object Clauses in Memorandum of Association for food/beverage and related businesses.
• Ordinary: approve material related party transactions with ACE Alcobev Pvt Ltd (beers/ciders) up to Rs 5 crore.
• Ordinary: approve material related party transactions with Hudson Hospitality Pvt Ltd up to Rs 2 crore.
• Special: change name to SUPERBEV LIMITED; amend MOA and AO A.

Dividend

• Dividend not proposed due to losses in the year.

Directors & auditors

• Penugonda Mohan Rao reappointed as Chairman & Managing Director for 5 years from 1 July 2025; retiring by rotation 30 Sep 2026.
• Statutory auditors: Govind Prasad & Co. appointed for five years ending at the 57th AGM (FY 2026-27).
• Secretarial auditors: Sharma & Trivedi LLP; Internal audit by CFO on NIL remuneration.

Material related party transactions and approvals

• ACE Alcobev Pvt Ltd: purchase of beers and ciders up to Rs 5 crore; arm’s-length terms.
• Hudson Hospitality Pvt Ltd: sale of goods/services, maintenance, brand royalty up to Rs 2 crore; arm’s-length terms.

Financial snapshot

• Total income Rs 4,88,955 for year ended 31 Mar 2026.
• Profit after tax Rs (35,00,717); EPS Rs (0.18).
• No revenue from operations; other income Rs 4,88,955.
• YoY income fell from Rs 12,70,713 to Rs 4,88,955.
• Net worth eroded; negative Rs 9,78,551.80; going concern noted.
• No dividend declared for 2025-26.

Capital and liquidity

• Paid-up equity capital Rs 19.45m; unchanged.
• Total borrowings Rs 7,33,647.71 (Rs in hundreds).
• Current ratio 0.09; cash and cash equivalents Rs 739.12.
• Total assets Rs 38,587.45; no significant change disclosed.
• Dividend not declared for the year.

Strategic moves and corporate actions

• Assets from factory and textiles sold; non-operational.
• Expanded beverage objects proposed; MOA amendment.
• Name change proposed to Superbev Limited; MOA/AOA updated.
• MD reappointed for 5 years; NIL remuneration; CFO NIL.
• Capital reduction proposal not pursued.

Related party transactions and governance

• ACE Alcobev Pvt Ltd: material RPT; beer/cider purchases up to Rs 5 crore.
• Hudson Hospitality Pvt Ltd: material RPT; beer goods/services up to Rs 2 crore.
• Hudson Hospitality: maintenance services up to Rs 2 crore.
• Brand royalty fees up to 0.5% of sales revenue.
• RPT policy available on venturatextiles.com; transactions on arm's length basis.

Governance and board matters

• Mohan Rao Penugonda reappointed MD for 5 years; NIL remuneration.
• Abhijit Rao continues as CFO; NIL remuneration; operations non-existent.
• Independent Directors declare independence; none retire at the next AGM.
• Audit Committee met four times; independent directors participate.
• Secretarial audit by Sharma & Trivedi LLP; delays noted; management replies provided.

Audit and internal controls

• Emphasis of matter: negative net worth; going concern.
• Statutory auditors Govind Prasad & Co; unmodified opinion.
• Internal financial controls assessed; adequate given weak finances.
• Secretarial audit notes delays; management responses provided.
• CEO/CFO certification on financial statements submitted.

Outlook and risk

• Material uncertainty in meeting liabilities; revival plan remains critical.
• Beverage pivot offers potential for turnaround with new business.
• Liquidity pressured by asset sales and non-operational status.

Key board decisions

• Date of board meeting: 3 September 2026.
• Explore new business possibilities and amend MOA/AOA per Companies Act 2013.
• Approved related party transactions for buying, selling products and providing services.
• ROC availability of name 'SUPERBEV LIMITED' and proposed name change.
• Deferred proposed issue of equity shares or other securities on a preferential basis.
• Meeting timing: 4:00 PM to 7:15 PM.
• Actions subject to shareholder and regulatory approvals.

Key agenda items

• Intimation of board meeting to explore new business possibilities and amend the object clause.
• Consider related party and preferential transactions for buying and selling products or securities.

Financial results approved

• Unaudited results for quarter ended 30 June 2026 approved.
• Audit Committee reviewed and Board approved the results.
• Limited Review Report accompanying the results approved.

New business activities

• Brewery-related activities undertaken after AGM-approved new object clauses.

Regulatory/compliance and disclosures

• Publication of results in newspapers planned under SEBI LODR.
• Results to be hosted on the company website.

Other notes

• Previous period figures regrouped/rearranged to align with current period.

Auditor remarks

• Limited Review Report notes no material misstatement.