Carnation Industries Limited reported a net loss of ₹13.18 lakh for the financial year ended March 31, 2026 (FY26), marking a significant turnaround from the net profit of ₹142.44 lakh achieved in FY25. The company’s revenue from operations was ₹170 lakh, while total income reached ₹196.72 lakh, supported by other income of ₹26.72 lakh. This performance follows the successful implementation of a Resolution Plan approved by the National Company Law Tribunal (NCLT), Kolkata Bench, which facilitated capital restructuring and a shift toward the beverage industry.

The decline in profitability is primarily attributed to increased operational and financial costs during the transition phase. Total expenses rose to ₹170.22 lakh from ₹84.62 lakh in the previous year. Finance costs accounted for ₹67.56 lakh, reflecting borrowing activities undertaken to support the new business verticals. Additionally, tax expenses totaled ₹39.68 lakh, comprising current tax of ₹61.56 lakh partially offset by deferred tax benefits of ₹21.88 lakh. The company did not declare any dividend for the year due to the incurred losses.

Strategic Shift and Operational Updates

The fiscal year was defined by the company’s strategic pivot following its exit from the Corporate Insolvency Resolution Process (CIRP). Under the NCLT-approved plan, existing shares were cancelled and reissued, with 90% allotted to the successful resolution applicant, Vikas Garg, and 10% retained by public shareholders. This restructuring enabled the induction of a new management team led by Director Bhawna Gupta and Chief Financial Officer Bhartendu Pratihasta, who joined in July 2025.

Carnation Industries has diversified into the manufacturing, processing, and distribution of alcoholic and non-alcoholic beverages, including wines, spirits, and energy drinks. To accelerate this entry, the company entered into a Share Purchase Agreement with Oniv Beverages Private Limited, acquiring 100% equity for up to ₹5 crore through share exchange. During FY26, the company advanced ₹1,083.94 lakh as working capital support under this agreement, classifying it as a loan asset on the balance sheet.

Financial Position and Balance Sheet

The balance sheet reflects substantial changes in capital structure and liquidity. Total assets increased to ₹1,676.54 lakh from ₹230.72 lakh in FY25, largely driven by financial assets. Non-current loans stood at ₹1,083.94 lakh, primarily representing the advance to Oniv Beverages. Cash and cash equivalents decreased significantly to ₹16.35 lakh from ₹90.42 lakh, indicating deployment of funds toward strategic initiatives.

Liabilities also saw a marked increase, with total equity and liabilities matching assets at ₹1,676.54 lakh. Non-current borrowings rose to ₹1,362.07 lakh, sourced from related party Advik Capital Limited, a promoter group entity. Trade receivables emerged as a new line item at ₹189.20 lakh, signaling active trading operations in the beverage segment. The authorized share capital was increased from ₹7 crore to ₹35 crore, though regulatory filings remain pending.

Governance and Regulatory Compliance

The company’s Annual General Meeting is scheduled for August 26, 2026, to adopt the audited financial statements and approve related party transactions up to ₹150 crore for FY27. Shareholders will also vote on amendments to the Memorandum of Association to formalize the name change to Ebravea Beverages Limited and the shift of the registered office from West Bengal to Delhi. Statutory auditor Jain Saraogi & Co LLP issued an unqualified opinion, noting no fraud or material misstatements. However, the audit report highlighted delays in transferring unclaimed dividends of ₹1.42 lakh to the Investor Education and Protection Fund and pending filings for the increased share capital.

Carnation Industries Limited has scheduled its Annual General Meeting (AGM) for August 26, 2026, to seek shareholder approval for a maximum aggregate value of ₹150 crore in related party transactions for the Financial Year 2026-27. The Kolkata-based company aims to secure uninterrupted supply chains by formalizing contracts with related parties for the purchase and sale of goods and materials. This strategic move ensures cost-effective procurement while maintaining quality control standards essential for its wholesale and retail trading operations.

The meeting, convened pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, will be held via Video Conferencing or Other Audio-Visual Means (VC/OAVM) at 11:00 A.M. IST. Shareholders holding securities as on the record date of August 19, 2026, are eligible to vote. Remote e-voting through National Securities Depository Limited (NSDL) opens on August 23, 2026, at 9:00 A.M. and closes on August 25, 2026, at 5:00 P.M.

Key Agenda Items

The Board of Directors has placed four primary items before shareholders for consideration during the AGM:

Related Party Transactions

The special resolution under Item No. 3 seeks approval for transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations. The proposed ₹150 crore limit is deemed material as it exceeds 10% of the company’s annual consolidated turnover based on last audited financial statements. Management asserts that these transactions are conducted at arm’s length and in the ordinary course of business, ensuring consistent flow of desired quality and quantity of goods.

Corporate Governance Changes

Under ordinary business, shareholders will consider the reappointment of Ms. Bhawna Gupta (DIN: 10101543), who retires by rotation. Appointed to the Board on June 05, 2024, Gupta brings experience in business management, finance, and operations. She attended seven board meetings during the current year and holds no shares in the company.

Strategic Expansion via MOA Amendment

The most significant structural change proposed is the amendment to Clause III(A) – Main Objects of the Memorandum of Association. The Board seeks to insert a new sub-clause permitting the company to engage in purchase, sale, subscription, acquisition, and investment in shares, units, negotiable instruments, debentures, bonds, and other securities. Additionally, the amendment allows the company to advance loans and make investments in mutual funds and warrants.

This expansion of corporate objects requires a special resolution under Sections 13 and 15 of the Companies Act, 2013. The move positions Carnation Industries to diversify its capital deployment strategies beyond core trading operations, subject to applicable regulatory requirements.

What the Numbers Show

The requirement for shareholder approval for the ₹150 crore related party transaction cap highlights the scale of Carnation Industries’ operational dependencies. By explicitly stating that this amount breaches the 10% materiality threshold of annual turnover, the filing implies a consolidated turnover figure below ₹1,500 crore for the preceding financial year. This concentration of procurement within related entities suggests a vertically integrated or closely knit supply chain structure, which management argues provides cost advantages and quality assurance not easily replicable in the open market.