Financial Performance Summary (FY 2025-26)

Key Financial Figures:

  • Sales/Revenue: ₹0.00 (Zero operating turnover)
  • Operating Profit/Loss: ₹(25.39) Lakhs
  • Finance Charges: ₹885
  • Depreciation: ₹15.59 Lakhs
  • Profit/(Loss) before Tax: ₹(40.98) Lakhs
  • Net Loss: ₹(40.98) Lakhs
  • Earnings Per Share (EPS): ₹(0.07)
  • Paid-up Equity Share Capital: ₹30.68 Crores (6,13,71,990 equity shares of ₹5 each)

Comparative Figures (FY 2024-25):

  • Net Loss: ₹(65.94) Lakhs
  • EPS: ₹(0.11)

Operational Status

  • Manufacturing operations remained suspended throughout FY 2025-26 due to market volatility
  • No production or sales during the financial year
  • Directors are exploring possibilities of recommencing production subject to viability
  • Company engaged in manufacture and export of cotton yarn and grey fabrics

Special Business - Item No. 3: Related Party Transaction Approval

Transaction Details:

  • Purpose: To obtain unsecured financial assistance/loan from promoters for maintaining statutory compliances, servicing corporate obligations, and meeting essential administrative expenses for operational revival
  • Related Parties: Mr. R. Veeramani (Managing Director), Mr. S.R. Asaithambi, and Mr. S.R. Kumar (Promoters)
  • Amount: Up to ₹1,00,00,000 (Rupees One Crore Only) in aggregate
  • Interest Rate: 8% per annum
  • Tenure: Repayable on demand
  • Security: Unsecured
  • Source of Funds: Promoters' own sources (as declared under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014)

Regulatory Context:

  • Classified as Material Related Party Transaction under Regulation 23(1) of SEBI LODR Regulations, 2015
  • Exceeds 10% materiality threshold due to company's zero turnover status
  • Requires prior shareholder approval through Ordinary Resolution
  • All related parties shall abstain from voting pursuant to Regulation 23(4) of SEBI LODR

Previous Transactions with Same Parties:

  • FY 2024-25: ₹30.77 Lakhs
  • Current FY (up to preceding quarter): ₹7.69 Lakhs

Promoter Shareholding Pattern:

  • Mr. R. Veeramani: 1,49,61,666 shares (24.38%)
  • Mr. S.R. Asaithambi: 1,01,74,638 shares (16.58%)
  • Mr. S.R. Kumar: 97,43,348 shares (15.87%)

Annual General Meeting Details

  • Date: September 30, 2026
  • Time: 10:30 AM
  • Venue: Registered Office at 14, Mangalam Village, Madhuranthagam Taluk, Kancheepuram District, Tamil Nadu - 603 107
  • Record Date: September 23, 2026
  • Book Closure: September 24, 2026 to September 30, 2026 (both days inclusive)

Agenda Items:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026

2. Re-appointment of Mr. S. Gopal (DIN: 06448007) who retires by rotation

3. Special Business: Approval for Related Party Transaction (Item No. 3)

E-Voting Arrangements

  • E-voting Period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Service Provider: Central Depository Services (India) Limited (CDSL)
  • Platform: www.evotingindia.com
  • Scrutinizer: M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries

Corporate Governance Structure

Board Composition:

  • Mr. R. Veeramani: Managing Director (DIN: 00032895)
  • Mr. S. Gopal: Director (DIN: 06448007)
  • Mr. S. Sakthivel: Independent Director (DIN: 10642354)
  • Mrs. R. Rani: Independent Director (DIN: 11131477)

Key Managerial Personnel:

  • Mrs. A. Vani: Company Secretary
  • Mr. G. Senthilvel: Chief Financial Officer

Committee Composition:

  • Audit Committee: Mr. S. Sakthivel (Chairman), Mr. S. Gopal, Mrs. R. Rani
  • Stakeholders Relationship Committee: Mr. S. Gopal (Chairman), Mr. R. Veeramani, Mr. S. Sakthivel
  • Nomination & Remuneration Committee: Mr. S. Sakthivel (Chairman), Mrs. R. Rani, Mr. S. Gopal

Board Meetings Held: 4 meetings during FY 2025-26 (Dates: 30.05.2025, 30.07.2025, 13.11.2025, 13.02.2026)

Dividend Declaration

  • No dividend declared for FY 2025-26 due to non-operation of the unit
  • No transfer to General Reserve

Statutory Appointments

Auditors:

  • Statutory Auditors: M/s. Vivekanandan Associates, Chartered Accountants (Appointed until 38th AGM)
  • Secretarial Auditors: M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries (Appointed for 5 years from 35th AGM)
  • Cost Auditors: Not applicable (Company not under purview of Cost Audit)

Other Appointments:

  • Registrar & Share Transfer Agent: Cameo Corporate Services Limited
  • Bankers: DBS Bank

Capital Structure Details

  • Authorized Capital: ₹45.00 Crores (9,00,00,000 equity shares of ₹5 each)
  • Issued, Subscribed & Paid-up Capital: ₹30.68 Crores (6,13,71,990 equity shares of ₹5 each)
  • Dematerialization Status: 91.06% shares in dematerialized form with CDSL (ISIN: INE165F01020)
  • No changes in share capital during the year

Key Financial Position (as at March 31, 2026)

Assets:

  • Property, Plant and Equipment: ₹4.91 Crores (Net Block)
  • Deferred Tax Assets: ₹1.16 Crores
  • Other Tax Assets: ₹36.55 Lakhs
  • Cash and Bank Balances: ₹3.67 Lakhs
  • Total Assets: ₹6.70 Crores

Liabilities:

  • Borrowings (Unsecured loans from related parties): ₹9.16 Crores
  • Trade Payables: ₹7.42 Lakhs
  • Other Current Liabilities: ₹6.83 Lakhs
  • Provisions: ₹5.55 Lakhs
  • Total Liabilities: ₹9.35 Crores

Equity:

  • Reserves and Surplus: ₹(33.34) Crores
  • Total Equity: ₹(2.65) Crores

Compliance and Regulatory Matters

Statutory Dues in Arrears (as at March 31, 2026):

  • TDS: ₹27,104
  • Gratuity: ₹4,27,000
  • Professional Tax: ₹34,117

Secretarial Audit Qualifications:

  • Non-disclosure of director appointments/resignations under Regulation 30 of SEBI LODR
  • Delay in trading window closure intimations
  • Non-dematerialization of 100% promoter shares
  • Website not fully updated with mandatory disclosures
  • Delay in statutory e-form filings with ROC

Auditor's Emphasis of Matter:

  • Material uncertainty exists regarding company's ability to meet liabilities falling due within one year
  • No fair value measurements made for assets/liabilities
  • Title documents for land and buildings not produced for verification
  • No actuarial report obtained for gratuity payable

Shareholding Pattern (as at March 31, 2026)

  • Indian Promoters: 72.86%
  • Financial Institutions: 8.02%
  • Indian Public: 18.73%
  • Bodies Corporate: 0.35%
  • Others: 0.04%

Other Significant Disclosures

  • Listing Fees: Paid to BSE Limited for 2025-26
  • Corporate Social Responsibility: Not applicable (no net profits exceeding ₹5 Crore)
  • Employee Strength: Minimal staff maintained for compliance purposes
  • Whistle Blower Complaints: Nil during the year
  • Sexual Harassment Cases: Nil during the year
  • Insolvency Proceedings: No proceedings under IBC 2016

Forward-Looking Statements

The statements in the Board's Report and Management Discussion & Analysis contain forward-looking statements subject to economic conditions, government regulations, market forces, and other factors that may cause actual results to vary.