VGL - Varvee Global
📢 Recent Corporate Announcements
Varvee Global Limited (formerly Aarvee Denims) has finalized its stock split process, reducing the face value of equity shares from ₹10 to ₹5. The company confirmed that the sub-divided shares have been successfully credited to shareholders' demat accounts via NSDL and CDSL as of March 3, 2026. The total number of issued and paid-up shares has increased from 2,57,64,339 to 5,15,28,678, while the total share capital remains unchanged at ₹25.76 crore.
- Equity shares sub-divided from face value of ₹10 to ₹5 each (1:2 ratio)
- Total paid-up share count doubled from 2,57,64,339 to 5,15,28,678 shares
- New ISIN INE273D01027 activated for trading post-split
- Authorized share capital adjusted to 7,00,00,000 shares of ₹5 each
Mr. Kandarp Trivedi has resigned from his position as an Independent Director of Varvee Global Limited (formerly Aarvee Denims and Exports Ltd) effective March 2, 2026. The resignation is attributed to personal reasons and professional commitments, with a confirmation that no other material reasons exist. Consequently, he has stepped down from his roles as Chairman and member of the Audit, Nomination and Remuneration, and Stakeholder Relationship Committees. The company will need to appoint a new director to fill these critical committee vacancies to ensure regulatory compliance.
- Resignation of Independent Director Kandarp Trivedi (DIN: 00314065) effective March 2, 2026.
- Cessation of roles as Chairman and member of the Audit, NRC, and Stakeholder Relationship Committees.
- Formal confirmation provided that there are no material reasons for resignation other than personal commitments.
- The outgoing director continues to hold multiple committee and board positions at Asian Granito India Limited.
Mr. Kandarp Trivedi has resigned from his position as an Independent Director at Varvee Global Limited, effective from the close of business hours on March 2, 2026. He cited personal reasons and other professional commitments for his departure and confirmed there are no other material reasons for the resignation. Consequently, he will also vacate his roles as Chairman and member of the Audit, Nomination and Remuneration, and Stakeholder Grievance committees. The company will now need to appoint a successor to maintain regulatory compliance for its board committees.
- Mr. Kandarp Trivedi (DIN: 00314065) resigned as Independent Director effective March 2, 2026.
- The resignation results in vacancies in the Audit Committee, NRC, and Stakeholder Grievance Committee.
- The director confirmed there are no material reasons for resignation other than personal and professional commitments.
- Mr. Trivedi continues to hold significant board and committee positions at Asian Granito India Limited.
Varvee Global Limited has officially amended its Memorandum of Association following shareholder approval for a stock split. The company's authorized share capital of Rs 50 crore is now restructured to include 7 crore equity shares at a face value of Rs 5 each. This procedural update follows an ordinary resolution passed via postal ballot on February 19, 2026. The amendment also maintains 1.5 crore preference shares with a face value of Rs 10.
- Authorized share capital remains unchanged at Rs 50,00,00,000.
- Equity shares sub-divided into 7,00,00,000 units with a face value of Rs 5 per share.
- Includes 1,50,00,000 Cumulative Redeemable Non-Convertible Preference Shares of Rs 10 each.
- Amendment approved by members through a postal ballot on February 19, 2026.
Varvee Global Limited (formerly Aarvee Denims and Exports Limited) has announced the successful passing of resolutions via postal ballot. Shareholders have approved the sub-division/split of equity shares with a near-unanimous majority of 99.99%. Additionally, the alteration of the Capital Clause in the Memorandum of Association was approved to reflect the new share structure. A total of 1,72,60,378 valid votes were cast, with only 426 votes against the proposals.
- Shareholders approved the sub-division/split of equity shares with 1,72,59,952 votes in favour.
- The resolution for alteration of the Capital Clause of the Memorandum of Association was passed with 100% (rounded) majority.
- The voting process was conducted via postal ballot (e-voting) from January 21 to February 19, 2026.
- A total of 53 members participated in the voting process, representing 1,72,60,378 valid equity shares.
Varvee Global Limited (VGL) has issued a Postal Ballot notice to seek shareholder approval for the adoption of a new set of Articles of Association (AoA). This special resolution aims to align the company's governing documents with the provisions of the Companies Act, 2013. The remote e-voting period is scheduled to run from February 19, 2026, to March 20, 2026. Shareholders appearing on the register as of the cut-off date, February 13, 2026, are eligible to participate.
- Proposed Special Resolution for the adoption of a new set of Articles of Association (AoA) to replace existing ones.
- Remote e-voting period commences at 9:00 a.m. on February 19, 2026, and ends at 5:00 p.m. on March 20, 2026.
- Cut-off date for determining shareholder voting eligibility is Friday, February 13, 2026.
- Final results of the Postal Ballot will be declared on or before Saturday, March 21, 2026.
Varvee Global Limited, formerly known as Aarvee Denims and Exports Ltd, has announced the adoption of a new set of Articles of Association (AOA) to replace the existing framework. This decision follows a recent change in the company's control and management, necessitating the removal of irrelevant provisions and the introduction of greater governance flexibility. The new AOA will align the company with the Companies Act, 2013, and current SEBI LODR regulations. The board has approved a postal ballot to seek shareholder approval for these changes, with the meeting concluding in 20 minutes on February 18, 2026.
- Board approved adoption of new Articles of Association to replace the existing outdated version
- Move necessitated by a recent change in the control and management of the company
- Alignment with Companies Act 2013 and SEBI (LODR) Regulations 2015
- Postal ballot approved with Mr. Tapan Shah appointed as Scrutinizer for the voting process
Varvee Global Limited (formerly Aarvee Denims and Exports Ltd) has approved the adoption of a new set of Articles of Association (AOA) to align with the Companies Act, 2013 and SEBI regulations. This move follows a recent change in the company's control and management, aimed at removing obsolete provisions and increasing governance flexibility. The board has authorized a postal ballot to seek shareholder approval for these changes. The meeting was conducted on February 18, 2026, and concluded within 20 minutes.
- Complete substitution of existing Articles of Association with a new set to align with current statutory provisions.
- The update is necessitated by a recent change in the control and management of the company.
- Approval of a Postal Ballot notice to seek shareholder consent for the governance changes.
- Appointment of Mr. Tapan Shah, Practicing Company Secretary, as Scrutinizer for the voting process.
- The board meeting was held on February 18, 2026, commencing at 1:30 P.M. and concluding at 1:50 P.M.
Varvee Global Limited (formerly Aarvee Denims) has successfully transitioned to a debt-free status as of June 2025, leading to a credit rating upgrade to 'IND BB/Positive'. The company reported a significant 71.67% increase in PAT and 12.78% revenue growth for the nine months ended December 31, 2025. Management is pivotally shifting production from traditional denim to high-margin non-denim fabrics, recently expanding capacity by 50% to 18 lakh meters per month. With a long-term target of 50 lakh meters per month and gross margins reaching 84.5%, the company is positioned for an operational turnaround under new leadership.
- Achieved bank debt-free status in June 2025 after repaying major lenders including SBI and Bank of Baroda.
- Reported 9M FY26 PAT growth of 71.67% and revenue growth of 12.78% with gross margins at 84.5%.
- Increased non-denim production capacity by 50% to 18 lakh meters per month, targeting a long-term goal of 50 lakh meters.
- Credit rating upgraded to 'IND BB/Positive' by India Ratings following the withdrawal of the previous 'Default' (IVR D) rating.
- Strategic shift underway to divert denim capacity toward high-margin shirting and suiting fabrics to improve blended margins.
Varvee Global (formerly Aarvee Denims) reported a net profit of ₹5.35 crore for Q3 FY26, a turnaround from a loss of ₹6.94 crore in the same period last year. However, operational revenue saw a sharp sequential decline of 56.4% to ₹12.14 crore from ₹27.83 crore in Q2 FY26. The bottom line was significantly bolstered by 'Other Income' of ₹21.64 crore, which includes the extinguishment of certain deposit liabilities following a 2024 Share Purchase Agreement. The company continues to carry a MAT credit balance of ₹6 crore, anticipating future taxable profits.
- Net Profit turned positive at ₹5.35 crore in Q3 FY26 compared to a loss of ₹6.94 crore in Q3 FY25.
- Revenue from operations fell to ₹12.14 crore from ₹27.83 crore in the previous quarter.
- Other Income of ₹21.64 crore significantly exceeded operational revenue, driving the quarterly profit.
- Management extinguished certain deposit liabilities based on NOCs from holders, improving the balance sheet.
- Nine-month EPS stands at ₹21.54, a substantial increase from the previous year's performance.
India Ratings and Research has assigned an issuer rating of 'IND BB' to Varvee Global Limited, formerly known as Aarvee Denims & Exports Ltd. The rating carries a 'Positive' outlook, indicating the potential for a future upgrade based on improving financial metrics. Additionally, the rating for the company's INR 950 million Term Deposit Programme has been withdrawn. This credit assessment provides a new benchmark for the company's risk profile following its recent corporate rebranding.
- India Ratings assigned an 'IND BB' issuer rating to Varvee Global Limited.
- The rating outlook is 'Positive', suggesting a possible upgrade in the medium term.
- Rating for the INR 950 million Term Deposit Programme has been officially withdrawn (WD).
- The company is undergoing a transition phase following its name change from Aarvee Denims & Exports Ltd.
Varvee Global Limited, formerly known as Aarvee Denims and Exports Ltd, has initiated a postal ballot process to seek shareholder approval for resolutions via electronic voting. The e-voting window is open from January 21, 2026, to February 19, 2026, for members holding shares as of the January 16, 2026, cut-off date. The company has published newspaper advertisements to notify shareholders, and the final results of the voting process are expected to be announced on or before February 21, 2026.
- E-voting period: January 21, 2026 (9:00 AM) to February 19, 2026 (5:00 PM)
- Cut-off date for determining shareholder voting eligibility: January 16, 2026
- Voting results to be declared on or before February 21, 2026
- Mr. Tapan Shah appointed as Scrutinizer to ensure a transparent voting process
Varvee Global Limited (formerly Aarvee Denims and Exports Ltd.) has issued a postal ballot notice seeking shareholder approval for a 1:2 stock split, reducing the face value from ₹10 to ₹5 per share. The company also proposes to increase the annual remuneration for its Chairman & Managing Director, Jaimin Kailash Gupta, and Whole Time Director, Tarachand Agrawal, to ₹36 lakh each. The authorized share capital is being adjusted to ₹50 crore to accommodate the new share structure. Shareholders can participate in the e-voting process from January 21 to February 19, 2026, with results expected by February 21, 2026.
- Proposed 1:2 stock split: Each ₹10 face value share to be divided into two ₹5 face value shares to improve liquidity.
- Authorized equity capital to be restructured into 7,00,00,000 shares of ₹5 each, totaling ₹35 crore in equity value.
- CMD Jaimin Kailash Gupta's annual remuneration proposed to increase to ₹36,00,000 effective January 1, 2026.
- WTD Tarachand Agrawal's annual remuneration proposed to increase to ₹36,00,000 effective January 1, 2026.
- E-voting period for these resolutions is scheduled from January 21, 2026, to February 19, 2026.
Varvee Global Limited's board has approved a stock split where each equity share of face value ₹10 will be subdivided into two shares of face value ₹5 each. This move is intended to enhance market liquidity and make the shares more accessible to retail investors, with completion expected within two months. Additionally, the company has appointed M/s Jagetiya & Co as the new Internal Auditor for FY 2025-26 following the resignation of Mr. Sanjay Vyas. The board also recommended revisions to the remuneration of the Managing Director and Whole Time Director, pending shareholder approval.
- Approved a 1:2 stock split, reducing the face value of equity shares from ₹10 to ₹5.
- Post-split, the total number of subscribed equity shares will increase from 2,57,64,339 to 5,15,28,678.
- M/s Jagetiya & Co, Chartered Accountants, appointed as Internal Auditor for the financial year 2025-26.
- Proposed revision in remuneration for MD Jaimin Kailash Gupta and WTD Tarachand Agrawal.
- The stock split process is estimated to be completed within approximately 2 months from shareholder approval.
The Board of Varvee Global Limited has approved a stock split where each equity share of face value ₹10 will be subdivided into two shares of face value ₹5. This corporate action is intended to enhance market liquidity and make shares more accessible to retail investors. Alongside the split, the company has appointed M/s Jagetiya & Co as the new Internal Auditor following the resignation of Mr. Sanjay Vyas. Furthermore, the board has proposed revisions to the remuneration of the Managing Director and Whole Time Director, pending shareholder approval.
- Stock split ratio of 1:2, reducing face value from ₹10 to ₹5 per share
- Total number of paid-up equity shares to increase from 2,57,64,339 to 5,15,28,678
- Authorized share capital remains at ₹50 crore, including ₹35 crore in equity and ₹15 crore in preference shares
- Appointment of M/s Jagetiya & Co as Internal Auditor for FY 2025-26
- Proposed revision in remuneration for MD Jaimin Kailash Gupta and WTD Tarachand Agrawal
Financial Performance
Revenue Growth by Segment
Total Revenue from Operations decreased 49.9% YoY to INR 42.45 Cr in FY25 from INR 84.73 Cr in FY24. The company is pivoting from denim to non-denim fabrics (shirting and cotton trousers), which is expected to drive future growth.
Geographic Revenue Split
Historically, the company had significant export exposure to the USA and Europe, but these declined due to COVID-19 and the Russia-Ukraine war. Current focus is on domestic retail and fashion segments which showed robust demand in FY25.
Profitability Margins
Profit After Tax (PAT) stood at INR 18.54 Cr in FY25 (43.7% margin) compared to a loss of INR 44.62 Cr in FY24. The high PAT margin is driven by the absence of interest costs, minimal depreciation, and carry-forward tax losses.
EBITDA Margin
EBITDA margin is currently ~50% as of Q2 FY25. Management expects this to normalize to 43-45% (a 5-7% compression) as the business scales from job work to full-scale production.
Capital Expenditure
The company is utilizing its existing 60,000 square yard land base for expansion. Specific INR Cr for future capex was not disclosed, but the company is focusing on converting denim capacity to non-denim.
Credit Rating & Borrowing
The company's credit rating was historically 'D' (Default) due to ongoing delays in debt servicing. However, post-acquisition, the company is debt-free with zero bank liabilities and zero interest costs.
Operational Drivers
Raw Materials
Cotton (cotton candy) is the primary raw material, representing the bulk of production costs. Raw material consumption decreased 84.8% YoY to INR 7.42 Cr in FY25 due to reduced production activities during the transition.
Import Sources
Sourced primarily from Gujarat, India, which is a major cotton and textile hub.
Capacity Expansion
Current job work capacity is 20 lakh meters per month. Management vision is to scale capacity to 80-90 lakh meters per month (a 300-350% increase) over the next few years.
Raw Material Costs
Raw material costs were INR 7.42 Cr in FY25, down from INR 48.93 Cr in FY24. The company uses a 'cash' procurement strategy (7-15 day payment terms) to secure a 5-7% pricing advantage over competitors on 60-day credit.
Manufacturing Efficiency
Efficiency is driven by a shift to non-denim products and tighter execution on the production floor. Machinery is largely depreciated, reducing the fixed cost burden.
Strategic Growth
Growth Strategy
The strategy involves a product pivot from denim to non-denim (shirting, trousers, ladieswear), scaling job work to 20 lakh meters/month, and eventually diversifying into multiple verticals including infrastructure, renewable energy, and chemicals over a 5-year horizon.
Products & Services
Denim fabrics, shirting fabrics, cotton trouser fabrics, and ladieswear fabrics.
Brand Portfolio
Barcelona (retail brand owned by the promoter).
New Products/Services
Non-denim category expansion including fabrics for shorts, cotton pants, and ladieswear, expected to support scaling and higher volume.
Market Expansion
Focusing on the large non-denim market in India and exploring backward integration into chemicals and auxiliaries.
External Factors
Industry Trends
The Indian textile industry is seeing a shift toward non-denim and a revival in US/EU markets. The industry is evolving through technological innovation and supportive policy frameworks.
Competitive Landscape
Intense competition from established and lower-end operators in Gujarat, many of whom have expanded capacity due to state incentives.
Competitive Moat
Durable cost advantage through zero debt (no interest expense), fully depreciated machinery (low depreciation), and a 5-7% procurement discount. These are sustainable as long as the company maintains its debt-free status and cash-rich procurement.
Macro Economic Sensitivity
Sensitive to global trade policies and domestic urbanization/e-commerce penetration which drives retail demand.
Consumer Behavior
Shifting consumer preferences toward non-denim apparel and increased e-commerce penetration are driving demand for the company's new product pivot.
Geopolitical Risks
Russia-Ukraine war and US/EU protectionist policies have previously threatened trade stability and impacted export volumes.
Regulatory & Governance
Industry Regulations
Subject to US/EU tariffs and global trade regulations. Compliant with the Companies Act, 2013 regarding internal financial controls.
Taxation Policy Impact
The company has recognized deferred tax assets of INR 67.25 Cr (including INR 8.02 Cr MAT credit). Carry-forward losses mean there is no immediate tax impact on PAT.
Legal Contingencies
The company has no pending litigations that can significantly impact its financial position as per Note 38 of the financial statements.
Risk Analysis
Key Uncertainties
Fluctuations in cotton prices and the ability to maintain high margins as production scales up (potential 5-7% margin compression).
Geographic Concentration Risk
Historically concentrated in US/EU for exports; currently pivoting to domestic markets.
Technology Obsolescence Risk
The company has mitigated this by upgrading machinery to shift from denim to non-denim production and implementing ERP systems.
Credit & Counterparty Risk
The company has improved its liquidity position post-acquisition, though it historically suffered from poor liquidity and debt servicing delays.