VMS Industries Limited confirmed that all seven resolutions at its 34th Annual General Meeting held on September 28, 2026, were passed with the requisite majority, including the appointment of Varun Manojkumar Jain as Non-Executive Director.

The meeting was conducted via Video Conferencing, with 44 members participating through remote e-voting. Mr. Manojkumar Jain, Managing Director, chaired the session. The Board decided not to recommend a dividend for the financial year ended March 31, 2026, citing the need to conserve resources for operations and working capital. The company submitted the consolidated scrutinizer's report and voting results to BSE on September 29, 2026, pursuant to SEBI Listing Regulations.

Voting outcomes and resolution details

The scrutinizer, M/s Umesh Ved & Associates, reported that adoption of audited standalone financial statements for FY26 received 99.997% of valid votes in favor, with only 0.003% against. The re-appointment of Mrs. Sangeeta Jain as Whole Time Director was approved by 99.985% of valid votes. Re-appointment of M/s S N Shah & Associates as Statutory Auditors secured 99.063% support, while 0.937% voted against.

Members approved related party transactions with Aditya Ultra Steel Limited and VMS TMT Limited, each up to ₹100 crore for FY27. The resolution for Aditya Ultra Steel Limited received 80.992% votes in favor, while 19.008% voted against. For VMS TMT Limited, 81.176% voted in favor and 18.824% against. Notably, 6 members casting 9,325,164 votes were recorded as having invalid votes for both related party transaction items, due to related party restrictions. The ratification of Cost Auditor remuneration for M/s Anuj Aggarwal & Co. passed with 99.985% in favor.

Appointment of Varun Manojkumar Jain as Non-Executive Director

Varun Manojkumar Jain (DIN: 03502561) was appointed as Non-Executive Director of VMS Industries at the 34th AGM, effective September 28, 2026, in accordance with the Companies Act, 2013 and the Articles of Association of the Company. The appointment was disclosed to BSE pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable SEBI Master Circular bearing reference HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company confirmed that he is not debarred from holding the office of Director by virtue of any order of SEBI or any other regulatory or statutory authority.

The following table sets out the key details of the appointment as disclosed under Regulation 30:

Compliance and procedural details

Remote e-voting was conducted through CDSL from September 25 to September 27, 2026. Members attending the AGM who had not voted remotely were permitted to vote electronically during the meeting. The Scrutinizer's Report confirmed that votes were unblocked after the meeting conclusion in the presence of two witnesses not employed by the company. The Company Secretary noted that applicable restrictions on voting by related parties were explained for Items 4, 5, and 7. Members sought clarifications on financial statements, business operations, and future growth strategy, which the Chairman addressed during the session.

VMS Industries has scheduled its 34th Annual General Meeting for September 28, 2026, to approve key corporate actions including related party transactions and a new board appointment. The meeting will be held via video conferencing or other audio-visual means without physical presence.

Financial Performance for FY26

The company’s audited financial statements for FY26 reveal a significant contraction in operational scale compared to the previous year.

Revenue from operations declined to ₹1,574.3 crore from ₹2,885.6 crore in FY25. Net profit after tax fell sharply to ₹146.3 lakh, down from ₹680.5 lakh. The Board decided not to recommend any dividend for the financial year ended March 31, 2026, citing the need to conserve financial resources for strengthening operations and meeting working capital requirements.

Related Party Transactions

The Board proposes ordinary resolutions to approve related party transactions with two entities for FY27 and thereafter:

These transactions are intended to be conducted on an arm’s length basis in the ordinary course of business. Interested directors, including Managing Director Mr. Manojkumar Jain and Whole-time Director Mrs. Sangeeta Jain, will abstain from voting as per regulatory requirements.

Board Appointment

Shareholders will vote on a special resolution to appoint Mr. Varun Manoj Kumar Jain as a Non-Executive Director. He is the son of the current Managing Director and Whole-time Director.

Mr. Jain holds an MBA and B.Com degree and has over 15 years of experience in the steel industry. He currently serves as Managing Director of VMS TMT Limited and Non-Executive Director of Aditya Ultra Steel Limited. His appointment is liable to retire by rotation.

Other Agenda Items

The AGM will also address standard ordinary business items:

• Adoption of audited standalone financial statements for FY26.
• Re-election of Mrs. Sangeeta Jain as Whole-time Director by rotation.
• Re-appointment of M/s S N Shah & Associates as Statutory Auditors.
• Ratification of remuneration for Cost Auditor M/s Anuj Aggarwal & Co.

Remote e-voting will be available from September 25 to September 27, 2026. The cut-off date for voting eligibility is September 18, 2026.

What the Numbers Show

The decline in profitability was driven by a sharper fall in operating revenue than in cost structures. While revenue dropped by over 45%, finance costs increased from ₹29.0 crore in FY25 to ₹39.2 crore in FY26, indicating higher interest burdens relative to shrinking top-line growth. This divergence compressed the net profit margin significantly, highlighting the sensitivity of earnings to volume fluctuations in the ship recycling and trading business.