Nandan Denim Limited shareholders approved all five resolutions proposed at the 32nd Annual General Meeting held on September 24, 2026. The meeting ratified the reappointment of Jyotiprasad Chiripal as Managing Director and adopted audited financial statements for FY26.

The company submitted the scrutinizer's report and voting results to stock exchanges on September 26, 2026. The results confirm that the reappointment of the Chairman and Managing Director received overwhelming support from shareholders, including the promoter group which holds a significant majority stake.

Voting outcomes

The scrutinizer, M/s. J. D. Khatnani & Associates, certified that all resolutions were passed with the requisite majority. The detailed voting breakdown reveals strong consensus on governance matters, with minimal dissent recorded across most items.

Managing Director tenure details

The special resolution approved the re-appointment of Mr. Jyotiprasad Devkinandan Chiripal (DIN: 00155695) as Managing Director for a further period of 5 years. This new term is effective from June 1, 2027 to May 31, 2032.

Mr. Chiripal, a Commerce graduate with over 40 years of business experience in fabric, yarn, and knitted apparels, initially joined as Managing Director in 2017. His expertise spans finance, production, marketing, and new customer development across various Chiripal Group companies. He currently serves as a director in other group entities including Chiripal Industries Limited and True Green Bio Energy Limited.

Related party transaction scrutiny

The resolution approving material related party transactions with Chiripal Industries Limited saw the highest level of dissent among the public shareholders. While promoters abstained from voting as per regulatory norms, public non-institutional shareholders cast 612,410 votes against this item, representing 11.10% of the total valid votes polled for this specific resolution. This contrasts sharply with the near-unanimous support for other governance items.

Meeting proceedings and compliance

The AGM commenced at 3:00 pm IST and concluded at 3:22 pm IST. Remote e-voting facilities were active from September 21 to September 23, 2026. The meeting was held in compliance with MCA and SEBI circulars permitting virtual meetings without physical presence.

Jyotiprasad Chiripal, Managing Director and Chairman, briefed members on financial performance and strategic direction. He highlighted ongoing geopolitical conflicts and uncertainty regarding United States import duties as factors affecting trade in the denim industry. The Chairman thanked shareholders for their continued trust.

What the numbers show

The voting data highlights the concentration of ownership within Nandan Denim. Promoters and promoter group hold 735,324,200 shares out of the total outstanding 1,441,471,680 shares. Their participation alone accounts for approximately 50.4% of the total votes polled on most resolutions. Consequently, the outcome of ordinary resolutions is heavily influenced by promoter support, although the high percentage of public votes in favour (e.g., 99.79% for financial statements) indicates broad alignment between management and minority shareholders on core operational disclosures.

Nandan Denim has scheduled its 32nd Annual General Meeting for Thursday, September 24, 2026, at 3:00 pm via Video Conference or Other Audio Visual Means. The company released the Annual Report for FY26 on September 1, 2026.

The e-voting process begins on Monday, September 21, 2026, at 9:00 am and concludes on Wednesday, September 23, 2026, at 5:00 pm. Shareholders can cast their votes through the designated platform at www.evotingindia.com .

Key Dates and Details

Agenda Highlights

The meeting will transact both ordinary and special business. Key resolutions include:

• Adoption of Financial Statements: Shareholders will consider and adopt the Audited Standalone Financial Statement for the financial year ended March 31, 2026.
• Reappointment of Director: Mr. Jyotiprasad Chiripal (DIN: 00155695) retires by rotation and offers himself for reappointment as a director.
• Cost Auditor Remuneration: Ratification of remuneration for Cost Auditors M/s A.G. Tulsian & Co. for FY27, not exceeding ₹3.00 lakhs plus taxes and out-of-pocket expenses.
• Managing Director Reappointment: Reappointment of Mr. Jyotiprasad Chiripal as Managing Director for five years from June 1, 2027, to May 31, 2032. He will not draw remuneration from the company for this role.
• Related Party Transactions: Approval of material related party transactions with promoter group entity Chiripal Industries Limited (CIL) for FY27, not exceeding ₹350 crore.

Related Party Transaction Details

The proposed transactions with CIL are structured on an arm's length basis in the ordinary course of business. The company’s annual consolidated turnover for FY26 was ₹2,871.88 crore, setting a materiality threshold of 10% (₹287.19 crore). The proposed limit exceeds this threshold.

In FY26, actual transactions with CIL included purchases of ₹30.88 crore and sales of ₹327.58 crore. CIL holds a 24.96% stake in Nandan Denim. Mr. Jyotiprasad Chiripal is also the Managing Director and Promoter of CIL.

What the Numbers Show

The approval of related party transactions capped at ₹350 crore represents approximately 12.19% of Nandan Denim’s FY26 annual consolidated turnover. This indicates a significant operational interdependence with the promoter group, particularly in sales which constituted the majority of prior-year transactions with CIL.

Shareholder Information

The company will circulate the Annual Report for FY25-26 along with the AGM notice electronically to shareholders with registered email addresses. Those without registered emails will receive a letter containing a web link to the documents. The documents are also available on the company website.

Shareholders are requested to update their email IDs and bank details with their Depository Participants or the Registrar and Share Transfer Agent to receive e-communications. Physical shareholders must submit Form ISR-1 to the RTA.