Ventura Textiles Limited shareholders approved a special resolution to change the company's name and ordinary resolutions for material related party transactions during the 56th Annual General Meeting held on September 30, 2026.

The meeting, conducted at the registered office in Mumbai, saw the passage of all six proposed resolutions. The scrutinizer's report confirmed that the voting process, conducted via remote e-voting and ballot papers, was fair and transparent. The disclosures were filed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key resolutions passed

The shareholders approved the adoption of audited financial statements for FY26 and the re-appointment of Chairman and Managing Director P. M. Rao. Additionally, a special resolution was passed to insert object clauses into the Memorandum of Association.

Two ordinary resolutions concerning material related party transactions were also approved. These covered transactions to be entered into with Ace Alcobev Private Limited and Hudson Hospitality Private Limited. In both cases, promoter group votes were excluded from the tally as they were deemed interested in the agenda items.

Voting details

The total number of shareholders on record was 13,672. Only 55 public shareholders attended in person or through proxy, while no promoters attended physically. The voting results for the key special and ordinary resolutions are summarized below:

What the numbers show

A significant divergence is visible in the voting patterns for related party transactions compared to other resolutions. For the RPTs with Ace Alcobev and Hudson Hospitality, the total valid votes cast were approximately 4.58 million, significantly lower than the ~15 million votes cast on other items. This reduction reflects the exclusion of promoter group shares (10,428,773 votes) which were treated as invalid or non-participating due to their interest in these specific transactions. Consequently, the approval of these RPTs relied entirely on the support of public non-institutional shareholders, who voted overwhelmingly in favour with only 254 dissenting votes.

Ventura Textiles has scheduled its 56th Annual General Meeting for September 30, 2026. The meeting will seek shareholder approval for a name change to Superbev Limited and new object clauses to enter the food and beverage sector.

The board also proposes material related-party transactions with Ace Alcobev Private Limited and Hudson Hospitality Private Limited. Remote e-voting will be open from September 27 to September 29, 2026, with a record date of September 23, 2026.

Financial Performance

Ventura Textiles reported total income of ₹4.89 lakh, derived entirely from other income. There was no income from operations during the year. Total expenses stood at ₹39.90 lakh, driven primarily by finance costs of ₹19.30 lakh and employee benefit expenses of ₹3.97 lakh.

The company's accumulated losses increased to ₹30.89 crore, exceeding its net worth. The auditor highlighted material uncertainty regarding the company's ability to continue as a going concern due to the absence of significant assets or regular income sources.

Strategic Pivot and Name Change

The board deliberated on amending the memorandum and articles of association to explore new business opportunities in the food and beverage industry. This includes manufacturing and selling beers, ciders, wines, and non-alcoholic beverages.

Key agenda items for the upcoming 56th annual general meeting include:

• Approval to change the company name from Ventura Textiles Limited to Superbev Limited.
• Insertion of new object clauses related to breweries, distilleries, and aerated water production.
• Approval of material related party transactions with Ace Alcobev Private Limited and Hudson Hospitality Private Limited.

Related Party Transactions

The company seeks approval for transactions up to ₹5 crore with Ace Alcobev Private Limited for the purchase of beers and ciders. Additionally, it proposes transactions with Hudson Hospitality Private Limited for the sale of goods/services up to ₹2 crore, maintenance services up to ₹2 crore, and brand royalty fees not exceeding 0.5% on sales revenue.

Deferred Allotment

The preferential equity allotment previously intimated on August 29, 2026, has been deferred by the board. This contrasts with earlier plans where the allotment was listed as a primary agenda item. The move signals a pause in capital raising efforts while the company focuses on regulatory approvals for its strategic shift.

What the Numbers Show

The reduction in net loss is primarily attributed to a decrease in other expenses rather than operational improvement. Finance costs remained high at ₹19.30 lakh despite the lack of operations, indicating ongoing debt servicing obligations. The complete reliance on other income for total revenue underscores the company's non-operational status as it transitions to a new business model.