AGM Information

  • Meeting Date: Wednesday, August 26, 2026 at 02:30 PM IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Record Date: August 19, 2026
  • Book Closure: August 20, 2026 to August 26, 2026 (both days inclusive)
  • E-voting Period: August 23, 2026 (9:00 AM) to August 25, 2026 (5:00 PM) through CDSL platform

Ordinary Business

1. Adoption of audited financial statements for year ended March 31, 2026

2. Re-appointment of Sri R. Padmanaban (DIN: 00084579) as Director retiring by rotation

Special Business

3. Amendment of Memorandum of Association: Addition of real estate and construction business to main objects clause to enable monetization of land assets

4. Ratification of Cost Auditor Remuneration: Appointment of M/s. S V M & Associate at remuneration of ₹80,000 plus applicable taxes and expenses for FY 2026-27

Financial Performance (FY 2025-26)

Key Financial Metrics

  • Total Income: ₹88.14 Cr (Previous Year: ₹100.23 Cr)
  • Total Expenses: ₹104.68 Cr (Previous Year: ₹121.37 Cr)
  • Loss Before Tax: ₹15.74 Cr (Previous Year: ₹21.14 Cr)
  • Comprehensive Income: ₹196.96 Cr (Previous Year: ₹-20.71 Cr) [primarily due to asset revaluation]
  • EPS (Basic & Diluted): ₹-47.24 (Previous Year: ₹-62.13)
  • Accumulated Losses: ₹105.14 Cr (Previous Year: ₹91.96 Cr)

Operational Metrics

  • Production: 41.90 lakh kgs (Previous Year: 43.18 lakh kgs)
  • Sales: 41.78 lakh kgs (Previous Year: 43.19 lakh kgs)
  • Revenue from Operations: ₹87.28 Cr (Previous Year: ₹99.48 Cr)
  • Foreign Exchange Earnings: ₹2.49 Cr through exports

Asset Revaluation

Company revalued fixed assets in December 2025 quarter, resulting in significant increase in carrying values:

  • Land: Increased by ₹239.04 Cr (349,016% increase)
  • Buildings: Increased by ₹34.31 Cr (1,667% increase)
  • Plant & Machinery: Increased by ₹14.59 Cr (152% increase)

Capital Structure

  • Authorized Capital: ₹20.00 Cr (Equity: ₹15.00 Cr, Preference: ₹5.00 Cr)
  • Issued, Subscribed & Paid-up: ₹3.33 Cr (33,32,750 equity shares of ₹10 each)
  • Major Shareholders: Balakrishna S (23.54%), R. Thirumalai (6.78%), R. Padmanabhan (6.72%)

Key Management Personnel

  • Managing Director & CEO: Sri Balakrishna S (DIN: 00084524)
  • Joint Managing Director & CFO: Sri R. Padmanaban (DIN: 00084579)
  • Company Secretary: Sri D. Krishnamoorthy
  • Directors: Sri S. Sridhara Rao, Ms. Sivarani J, Ms. Umaa Sharvani

Bankers

  • Indian Overseas Bank, Chennai
  • State Bank of India, Leather & International Branch, Chennai

Auditor Qualifications

Statutory auditors issued qualified opinion highlighting:

1. Going Concern Uncertainty: Complete erosion of net worth, accumulated losses of ₹105.14 Cr, declining turnover, and three consecutive years of losses

2. Non-Receipt of Confirmations: Outstanding balances include Advances (₹3.96 Cr), Trade Receivables (₹0.75 Cr), and Trade Payables (₹33.51 Cr)

3. Non-Remittance of Statutory Dues:

  • EPF: ₹124.78 Cr principal + ₹12.38 Cr interest + ₹13.07 Cr damages
  • ESI: ₹4.71 Cr principal + ₹0.16 Cr interest
  • TDS/TCS: ₹24.47 Cr principal + ₹2.96 Cr interest
  • GST: Erroneous ITC claim of ₹6.75 Cr pending reversal

Management's Response

Management believes company can continue as going concern based on:

  • 30% reduction in losses compared to previous year
  • Proposed diversification into real estate business
  • Expected improvement in textile industry conditions
  • Government policy changes regarding imports and anti-dumping duties

Related Party Transactions

Employment of Relatives

  • Mr. R. Thirumalai (Brother of R. Padmanaban): ₹22.79 lakhs
  • Mr. R. Rajagopal (Brother of R. Padmanaban): ₹9.32 lakhs
  • Mr. Srish Jayender Balakrishna (Son of Balakrishna S): ₹9.72 lakhs

Loans from Directors

  • Sri R. Padmanaban: ₹23.62 Cr outstanding (Interest rate: 11% p.a.)
  • Sri Balakrishna S: ₹0.69 Cr outstanding (Interest rate: 11% p.a.)

Industry Challenges

Management cited several industry headwinds:

  • High raw material costs (cotton prices at peak levels)
  • Low selling prices due to imports from China
  • Decline in demand from key export markets
  • Economic downturn in major buying markets (Europe, North America)
  • High labor, electricity, and administration costs

Future Outlook

  • Government Quality Control Orders expected to help selling prices
  • Stability in raw material pricing anticipated
  • Improved export demand expected
  • Real estate diversification to generate additional revenue streams

Corporate Governance

  • Board Meetings: 5 meetings held during FY 2025-26
  • Attendance: All directors attended 4-5 meetings each
  • Committees: Audit Committee (4 meetings), NRC (2 meetings), Stakeholders Relationship Committee (1 meeting)
  • CSR: Not applicable due to losses

Other Disclosures

  • Segment Reporting: Single segment (Textiles)
  • Foreign Exchange Outgo: Nil for raw material imports
  • Employee Strength: 915 employees
  • Industrial Relations: Cordial
  • Sexual Harassment Complaints: Nil received during the year

Voting Arrangements

  • E-voting through CDSL platform
  • Physical shareholders must register folio details
  • Demat shareholders must update details with Depository Participants
  • Scrutinizer: Mr. Balu Sridhar, Partner, A.K. Jain & Associates

Important Dates

  • E-voting: August 23-25, 2026
  • AGM: August 26, 2026
  • Result Declaration: Within 2 working days of AGM