Vishal Fabrics Limited shareholders have unanimously approved all resolutions at the company’s 41st Annual General Meeting (AGM) held on August 11, 2026. The consolidated voting results, scrutinized by Chirag Shah & Associates, show that 100% of votes polled were in favor of adopting the FY26 financial statements, reappointing directors Arvind Pandey and Susanta Kumar Panda, and ratifying the cost auditor’s remuneration. The outcome underscores strong promoter support, which accounted for over 90% of the total votes cast.

The meeting was conducted via video conferencing (VC/OAVM) in compliance with Ministry of Corporate Affairs (MCA) circulars and SEBI regulations. Brijmohan D. Chiripal, Managing Director, chaired the session, while Dharmesh Dattani, Chief Financial Officer, presented the financial performance for the fiscal year ended March 31, 2026. A total of 38 shareholders attended the meeting virtually, comprising 21 from the promoter group and 17 from the public category. Out of 36,926 shareholders on the record date, only 39 members exercised their voting rights through remote e-voting, as no physical attendance or proxy appointments were permitted.

Voting Results Breakdown

The total shares held by eligible voters stood at 247,610,003. Of these, 123,969,635 shares voted, representing a 50.07% turnout on outstanding shares. All votes were cast via remote e-voting; no votes were recorded through poll or postal ballot mechanisms. The promoter group held 136,325,231 shares and voted 123,872,332 shares, constituting 90.87% of the total votes polled. Public non-institutional investors held 50,489,687 shares but voted only 97,303 shares, contributing 0.19% to the total vote count. Public institutions did not participate in the voting process.

Arvind Pandey (DIN: 10637419) retires by rotation and offered himself for reappointment. Susanta Kumar Panda (DIN: 07917003) was reappointed as an Independent Director under a special resolution. Both directors received unanimous support from the voting shareholders. The cost auditor’s remuneration was also ratified without any dissenting votes.

Governance and Compliance

Chirag Shah & Associates served as both the Secretarial Auditor and the Scrutinizer for the e-voting process. The remote e-voting window remained open from August 8, 2026, at 10:00 AM to August 10, 2026, at 5:00 PM. Votes were unblocked on August 11, 2026, at approximately 11:49 AM in the presence of two independent witnesses, Neha Soni and Malav Bhvasar. MUFG Intime India Private Limited facilitated the e-voting platform for shareholders present during the VC/OAVM session who had not voted remotely earlier.

In accordance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 108 of the Companies Act, 2013, the company has submitted the consolidated voting results to the stock exchanges. The proceedings adhered to Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India. No invalid votes were recorded across any resolution.

Vishal Fabrics Limited reported a consolidated net profit of ₹7.15 crore for the quarter ended June 30, 2026, marking a 21.9% decline from ₹9.16 crore in the corresponding period of FY25. The Ahmedabad-based textile manufacturer saw revenue from operations drop 4.5% year-on-year to ₹379.09 crore, reflecting softer demand and higher input costs that squeezed operating margins during the initial quarter of FY26.

The Board of Directors approved the unaudited standalone and consolidated financial results on August 06, 2026, following a meeting held at Shanti Corporate House in Ahmedabad. The results were reviewed by the Audit Committee and subjected to a limited review by statutory auditors S V J K and Associates, Chartered Accountants, pursuant to Regulations 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance

Standalone net profit stood at ₹7.05 crore, down 12.8% from ₹8.08 crore in Q1FY25. Consolidated earnings per share (EPS) were ₹0.29, compared to ₹0.44 in the prior year period. Standalone basic EPS was ₹0.28, down from ₹0.39.

Cost of materials consumed rose to ₹34,025.10 lakh from ₹35,874.63 lakh in the standalone books, though this was partially offset by a reduction in inventory changes. Finance costs increased to ₹999.00 lakh from ₹969.76 lakh, adding pressure on the bottom line. Other income dropped significantly to ₹8.81 lakh from ₹1.47 lakh in the prior year, though it remained negligible relative to total income.

What the Numbers Show

The divergence between revenue decline and expense management highlights operational challenges. While total expenses decreased slightly in absolute terms, the cost structure remained rigid relative to sales volume. The share in profit from associates—Chiripal Textile Mills Private Limited, Nandan Industries Private Limited, and Quality Exim Private Limited—contributed ₹10.93 lakh to consolidated profits, down sharply from ₹108.04 lakh in Q1FY25. This nearly 90% drop in associate contributions significantly impacted the consolidated bottom line, suggesting weaker performance across the group’s extended network.

Regulatory and Corporate Updates

The company is currently evaluating the financial implications of the New Labour Codes, which became effective on November 21, 2025. As per disclosures, the impact on employee benefit obligations is not reasonably determinable at this stage, and no adjustments have been made in the current financial results. Additionally, Vishal Fabrics converted 5,00,00,000 compulsorily convertible equity warrants into equity shares during FY25-26 upon receipt of the balance 75% issue price, increasing paid-up capital to ₹12,380.50 lakh.