The Bombay High Court has accepted the revival proposal for The Svadeshi Mills Company Limited, marking a significant development in the long-pending legal proceedings involving the textile entity.

Forbes & Company disclosed that the Hon'ble High Court of Judicature at Bombay pronounced its order on September 2, 2026. The court set aside the earlier judgment dated February 23, 2026, passed by the Learned Single Judge and allowed the appeal concerning the revival of Svadeshi Mills.

Legal Outcome and Observations

The High Court observed that the revival of Svadeshi Mills would be conducive and not detrimental to commercial morality and the interests of the public at large. This decision effectively overturns the previous single-judge ruling that had opposed the revival.

Forbes & Company holds approximately 22.70% equity shareholding in Svadeshi Mills. The company stated it is presently evaluating the implications of this judgment on its investment position.

Disclosure Timeline

Forbes & Company received the certified order on September 4, 2026. The disclosure was made with a delay, which the company attributed to the time required for internal legal review and assessment of applicable disclosure requirements under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Impact Assessment

According to the disclosure, Forbes & Company does not envisage any impact on its financials, operations, or other activities resulting from this order. The company has applied for a certified true copy of the order for its records.

Forbes & Company Limited has issued a postal ballot notice seeking shareholder approval for a special resolution to pay commission to its independent directors. The proposal aims to formalize remuneration structures in line with regulatory requirements and the company’s evolving governance needs.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, proposed the resolution at its meeting held on August 14, 2026. Shareholders are being asked to vote via remote e-voting, with the process commencing on September 4, 2026, at 9:00 am and concluding on October 3, 2026, at 5:00 pm.

Remuneration Structure

The special resolution seeks consent to pay a commission not exceeding 1% per annum of the company’s net profits to independent directors. This payment is in addition to sitting fees and reimbursement of expenses for attending board and committee meetings.

In the event of no profits or inadequate profits, the company proposes to pay remuneration in accordance with Schedule V of the Companies Act, 2013. The aggregate limit under this provision is set at ₹60 lakh, which translates to ₹20 lakh for each of the three independent directors.

The explanatory statement notes that the role and responsibilities of independent directors have increased due to strengthened corporate governance norms under the Companies Act, 2013, and SEBI LODR regulations. The directors are involved in guiding strategy, risk management, and compliance, requiring greater time commitment.

Financial Context

The resolution comes against a backdrop of fluctuating financial performance. Standalone revenue from operations fell significantly to ₹7,313.90 lakh in FY26, down from ₹19,684.12 lakh in FY25. Similarly, standalone profit after tax declined to ₹1,471.88 lakh in FY26 from ₹2,693.47 lakh in the previous year.

The company attributed the impact on profitability in the Coding and Industrial Automation business to under-absorption of overheads, currency fluctuations, and higher commodity prices. In the Real Estate segment, major revenues from the VICINIA project were recognized in earlier years.

What the Numbers Show

The decision to seek approval for Schedule V remuneration limits is driven by caution regarding future profitability. With standalone revenue contracting sharply in FY26 and the company citing potential lower-than-expected revenues in the automation business for FY27, the board is ensuring that director compensation remains viable even if profits do not support the 1% commission model.

Voting Details

The cut-off date for voting eligibility is August 28, 2026. The notice is being sent electronically to shareholders registered with NSDL and CDSL. Mr. Harshvardhan Tarkas, Practicing Company Secretary, has been appointed as the scrutinizer for the e-voting process. Results will be declared on or before October 6, 2026.