V-Marc India Limited has called for a postal ballot to seek shareholder approval for a 5:1 bonus issue, an increase in authorised share capital, and the appointment of an independent director. The remote e-voting facility is open from May 31, 2026, at 9:00 a.m. IST to June 29, 2026, at 5:00 p.m. IST. Shareholders whose names appear in the register of members or list of beneficial owners as on the cut-off date of May 22, 2026, are eligible to vote.

Bonus Issue and Capital Increase

The Board of Directors has recommended the issuance of bonus equity shares in the ratio of 5:1, meaning shareholders will receive five new fully paid-up equity shares of ₹10 each for every one share held. This issue will be funded by capitalizing a sum not exceeding ₹1,22,10,34,800 from the Securities Premium Account or other permissible reserves. The record date for determining eligibility will be decided by the Board upon approval.

Consequently, the company proposes to increase its authorised share capital from ₹30,00,00,000 divided into 3,00,00,000 equity shares of ₹10 each to ₹1,50,00,00,000 divided into 15,00,00,000 equity shares of ₹10 each. This requires the alteration of the capital clause of the Memorandum of Association.

Appointment of Independent Director

Shareholders are also asked to approve the appointment of Dr. Shailesh Kumar Agrawal (DIN: 11622405) as an Independent Director for a term of five years commencing from March 23, 2026. He was initially appointed as an Additional Director by the Board on March 23, 2026. Dr. Agrawal is a Ph.D. in Earthquake Engineering from IIT Roorkee and formerly served as the Executive Director of the Building Materials & Technology Promotion Council (BMTPC).

Voting and Scrutiny Details

M/s Komal & Associates, Practicing Company Secretary, has been appointed as the scrutinizer to ensure the fairness and transparency of the postal ballot e-voting process. The results will be announced on the company's website and communicated to the stock exchanges. Resolutions passed with the requisite majority will be deemed effective on the last date of remote e-voting, June 29, 2026.

V-Marc India Limited has reported its strongest annual performance on record for FY26, with consolidated revenue from operations nearly doubling to ₹17,973 million, a 99% year-on-year growth that significantly exceeded the company's own guidance of 40–50% growth set at the start of the year. The Board of Directors, at its meeting held on May 11, 2026, also approved a 5:1 bonus share issue and a significant increase in authorised share capital, marking a series of major corporate milestones alongside the financial results. The statutory auditors, M/s Rajeev Singal & Co., Chartered Accountants, issued an unmodified opinion on both the standalone and consolidated audited financial results.

FY26 Full-Year Financial Performance

V-Marc India's consolidated full-year results reflect broad-based operational scale-up across revenue, margins, and profitability. The following table summarises the key consolidated metrics on a year-on-year basis:

(Consolidated Numbers)

EBITDA expanded 107% to ₹2,008 million with margin improving 44 bps to 11.2%, reflecting operating leverage beginning to come through. PAT rose to ₹1,001 million with margin improving 158 bps to 5.6%, supported by operating leverage on finance costs and a richer mix with higher B2C contribution. ROCE improved sharply to 35.0% from 21.7% in FY25, while ROE expanded to 34.6% from 19.1%, reflecting the significant improvement in capital efficiency. The Debt/Equity ratio improved to 0.7x in FY26 from 0.9x in FY25, underscoring a strengthening balance sheet. Working capital management also strengthened materially, with the net cash conversion cycle compressing by approximately 40 days to 51 days in FY26 from 92 days in FY25, receivable days improving to 85 from 115, payable days extending to 88 from 79, and inventory days broadly stable at 54. On a standalone basis, the company reported basic and diluted EPS of ₹40.98 for the full year, compared to ₹14.78 (basic) and ₹15.29 (diluted) in the prior year.

H2 FY26 Financial Performance

The second half of FY26 continued the strong momentum, with revenue of ₹11,058 million coming in 98% higher year-on-year and 60% higher than H1 FY26, reflecting both seasonal weighting and the ramp from expanded production capacity. The table below presents H2 performance in detail:

(Consolidated Numbers)

PAT of ₹636 million was up 2.6x year-on-year with PAT margin expanding 133 bps to 5.8%, supported by operating leverage on employee, distribution and finance costs.

Revenue Segmentation

Growth was broad-based with the revenue mix shifting meaningfully across both product categories and customer channels. The tables below present the standalone revenue breakdown:

By Product Segment

(Standalone Numbers)

By Customer Channel

(Standalone Numbers)

Building Wires & Industrial Cables more than tripled and now contribute 38% of revenue versus 20% in FY25, supported by dealer network expansion to 1,200+ across 24 states from approximately 950 dealers across 19 states a year earlier. B2C and B2B channels each grew over 100% and together contribute over 70% of revenue. FY26 also marked the company's first-ever exports, with revenue of ₹626 million for the year, of which ₹612 million fell in H2. A new office has been set up in Mumbai and a dedicated export team is now engaging with target geographies including the U.S., Europe, Australia and Japan.

Multi-Year Financial Track Record

The investor presentation highlights a strong multi-year growth trajectory. The table below presents consolidated revenue and profitability metrics across fiscal years:

(Consolidated Numbers)

Production capacity has scaled from 63,000 circuit kilometres in FY23 to 212,600 circuit kilometres in FY26, reflecting the significant manufacturing investments made over the period. Net cash from operating activities improved substantially to ₹1,091.5 million in FY26 from ₹225.3 million in FY25, while total assets grew to ₹10,246.7 million from ₹6,457.7 million.

Subsidiary Performance

The consolidated financial results include the audited financials of V-Marc India's wholly owned subsidiary, V-Marc Defence and Aerospace Limited, which was incorporated on September 24, 2025. The subsidiary's key financial metrics are presented below:

(All amounts in INR Lacs)

Management Commentary

Commenting on the performance, Mr. Vikas Garg, Chairman & Managing Director of V-Marc India, stated: "FY26 has been a landmark year for V-Marc. We crossed ₹1,800 Crore in turnover, nearly doubling our scale over the prior year, on the back of strong demand across our segments and an unwavering commitment towards quality. We have lined up capacity expansion plans of over ₹5 billion through FY30, taking our installed capacity to more than 4 times of current levels and beyond 10 lakh km by the end of the decade. During FY26, we commissioned an additional e-beam line and launched India's first e-beam submersible cable for agricultural applications. Exports will be a defining theme for our next leg of growth — we have set up a dedicated export team out of our Mumbai office and plan to participate in 6–10 global expos in FY27, with the EU, US and Australia as priority markets. With capacity, retail, exports and product innovation moving in step, we are confident of sustaining 40%+ revenue growth over the next 3–5 years."

Corporate Actions: Bonus Issue and Capital Restructuring

Alongside the financial results, the Board approved several significant corporate actions. The company has proposed a 5:1 bonus share issue — five new fully paid-up equity shares of ₹10 each for every one existing equity share — subject to shareholder approval through Postal Ballot. The bonus issue will be funded from available free reserves and share premium. The key details of the bonus issue and capital restructuring are as follows:

The Board also approved the regularisation of the appointment of Dr. Shailesh Kumar Agrawal (DIN: 11622405) as Independent Director, appointed on March 23, 2026 for a term of five years, subject to shareholder approval. Dr. Agrawal holds a Ph.D. from IIT Roorkee and served as Executive Director of Building Materials and Technology Promotion Council under the Ministry of Housing & Urban Affairs, Government of India, with over 35 years of experience in structural engineering, earthquake engineering, and building technologies. Additionally, S A H A G & Associates, Chartered Accountants were re-appointed as Internal Auditors and M/s Pinki & Associates, Cost Accountants were re-appointed as Cost Auditor, both for Financial Year 2026-27.

Shareholding and Market Statistics

As of March 31, 2026, the shareholding pattern reflects promoter confidence in the company's growth trajectory. Key statistics are presented below:

Industry Backdrop and Outlook

India's wires and cables industry, valued at approximately ₹900 billion in FY25, has accelerated to a 13–14% growth pace against the long-term approximately 10% trajectory, driven by sustained capital expenditure across power transmission and distribution, renewables, real estate, railways and manufacturing. The market is expected to reach approximately ₹1,500 billion by FY29 at approximately 13% CAGR. The National Electricity Plan envisages ₹9.15 trillion of transmission investment through FY32, with cables and wires typically accounting for 14–15% of T&D project capital expenditure. For FY27, the company is targeting revenue growth of 40%+, with EBITDA margin reiterated in the 11–12% band, supported by a richer product mix, deeper backward integration in compounds and conductors, and operating leverage. To support the next phase of growth, the company has committed to a capital expenditure programme of approximately ₹5,000 million through FY30 — inclusive of ₹979 million already deployed during FY26 — which will take installed production capacity to over 10 lakh circuit kilometres, commissioned in calibrated tranches across FY27 to FY30 and broadly self-funded from internal accruals.