Financial Performance Highlights

FY 2025-26 Financial Results (Standalone):

  • Revenue from Operations: ₹181.59 lakhs (Previous year: ₹195.73 lakhs)
  • Other Income: ₹38.94 lakhs (Previous year: ₹7.37 lakhs)
  • Total Turnover: ₹220.53 lakhs (Previous year: ₹203.10 lakhs)
  • Loss before tax: ₹325.29 lakhs (Previous year: ₹79.28 lakhs)
  • Loss after tax: ₹325.29 lakhs (Previous year: ₹79.28 lakhs)
  • Earnings per share (basic and diluted): (₹8.45) (Previous year: (₹2.06))
  • Cash Loss (before depreciation and tax): ₹283.65 lakhs (Previous year: ₹44.89 lakhs)

Financial Position as at March 31, 2026:

  • Equity Share Capital: ₹385.74 lakhs (unchanged)
  • Other Equity: Negative ₹1,436.41 lakhs (Previous year: Negative ₹1,111.10 lakhs)
  • Total Equity: Negative ₹1,050.67 lakhs (Previous year: Negative ₹725.36 lakhs)
  • Net Worth: Fully eroded
  • Unsecured Loans from Directors: ₹1,864.00 lakhs outstanding (Received during year: ₹1,133.50 lakhs, Repaid: ₹849.50 lakhs)
  • Fixed Deposits from Directors: Fully repaid during year (Opening: ₹217.68 lakhs, Repaid: ₹217.68 lakhs)

Key Operational Developments

Business Operations:

  • Company continued yarn trading business during FY 2025-26
  • Textile and cotton-yarn sector remained under pressure from weak domestic and export demand
  • Board evaluating new business opportunities for revival

Significant Transaction:

  • Sold entire 20,00,000 equity shares (100%) of associate company SPMM Health Care Services Private Limited on February 26, 2026
  • Sale price: ₹11.44 per equity share based on valuation report
  • Total sale consideration: ₹228.80 lakhs
  • Proceeds utilized for settling outstanding liabilities
  • SPMM Health Care ceased to be an associate company from February 26, 2026

Change in Management and Control:

  • Akshayam Creations LLP acquired 64.93% equity shares from erstwhile promoters through Share Purchase Agreement executed on February 3, 2025
  • Open offer completed on May 26, 2025, acquiring additional 1,000 shares from public
  • Current holding: 25,00,509 equity shares (64.96%)
  • Erstwhile promoters (except Mr. S. Sivakumar and relatives) reclassified as public
  • Akshayam Creations LLP and its partners classified as promoter/promoter group

Director Changes during FY 2025-26:

Resignations (effective August 8, 2025):

  • CA S. Elangovan (Chairman and Non-Executive Independent Director)
  • Mr. R. Selvarajan (Managing Director)
  • Mr. S. Devarajan (Non-Executive Director)
  • Dr. A. Sarayu (Non-Executive Director)
  • Mr. S. Vijay Shankar (Chief Financial Officer)

Appointments (effective August 8, 2025):

  • Mr. Adinarayana Sripathy Kumar (Additional Director, later appointed Chairman and Non-Executive Director)
  • Mr. S. Sivakumar (Managing Director for 3 years at ₹1,00,000/month remuneration)
  • Mr. Manoj Kumar Maurya (Whole-Time Director and CFO for 3 years at ₹75,000/month remuneration)
  • CA R. Raveendran (Non-Executive Independent Director)

Additional Appointment:

  • CS Kannan Anjana Maragatham appointed as Additional Director (Non-Executive, Independent) effective August 8, 2026

Corporate Governance and Compliance

Board Meetings:

  • Five Board meetings held during FY 2025-26 on May 10, August 8, August 13, October 30, and February 12, 2026
  • Necessary quorum present for all meetings

Committee Composition:

Audit Committee (as on March 31, 2026):

  • CA R. Raveendran (Chairman)
  • Mr. Adinarayana Sripathy Kumar (Member)
  • CS Nattery Srinivasan Poornima (Member)

Nomination and Remuneration Committee:

  • CA R. Raveendran (Chairman)
  • Mr. Adinarayana Sripathy Kumar (Member)
  • CS Nattery Srinivasan Poornima (Member)

Stakeholders Relationship Committee:

  • CA R. Raveendran (Chairman)
  • Mr. S. Sivakumar (Member)
  • Mr. Manoj Kumar Maurya (Member)

Director Remuneration:

  • Promoter directors waived their remuneration/sitting fees during FY 2025-26 due to financial position
  • Sitting fees structure: Audit Committee ₹10,000/meeting, Nomination & Remuneration Committee ₹5,000/meeting, Board Meeting ₹5,000/meeting

50th Annual General Meeting Details

Date: September 25, 2026 at 11:30 AM

Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)

Record Date: September 18, 2026

Book Closure: September 19-25, 2026 (both days inclusive)

Agenda Items:

Ordinary Business:

1. Adoption of audited standalone financial statements for FY 2025-26

2. Reappointment of Mr. Adinarayana Sripathy Kumar as Chairman and Non-Executive Director

3. Payment of remuneration of ₹1,00,000 to statutory auditors SSAL & Associates for FY 2026-27

Special Business:

4. Reappointment of CA R. Raveendran as Non-Executive Independent Director for second term of 5 years (September 25, 2026 to September 24, 2031)

5. Appointment of CS Kannan Anjana Maragatham as Non-Executive Independent Director for first term of 5 years (August 8, 2026 to August 7, 2031)

E-voting Details:

  • Remote e-voting period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: CMA K. Karthikeyan (Practising Cost Accountant)

Auditor Reports

Statutory Auditors (SSAL & Associates):

  • Opinion: Qualified opinion due to material uncertainty related to going concern
  • Basis for Qualification: Net worth fully eroded, incurred loss of ₹325.29 lakhs, indicating material uncertainty about company's ability to continue as going concern
  • Key Audit Matter: Revenue recognition from trading business
  • Auditor Remuneration: ₹1,00,000 proposed for FY 2026-27 (excluding out-of-pocket expenses and GST)

Secretarial Auditors (KUVS & Associates):

  • Clean report with no material exceptions
  • Noted change in management, change in auditors, and disposal of investment in associate company
  • Confirmed compliance with applicable statutes

Other Material Information

Dividend:

  • No dividend recommended for FY 2025-26 due to losses and erosion of net worth

Corporate Social Responsibility:

  • CSR provisions not applicable to company
  • No CSR obligation for FY 2025-26

Related Party Transactions:

  • Transactions with related parties disclosed in Note 33 to financial statements
  • No materially significant transactions in conflict with company's interest

Litigations and Contingencies:

  • Contingent liability: ₹10.71 lakhs (same as previous year)
  • Self generation tax/cross subsidy charges to TNEB: Demand of ₹26.47 lakhs, fully paid under protest

Internal Financial Controls:

  • Auditors reported adequate internal financial controls system operating effectively

Going Concern Assumption:

  • Despite qualified opinion, directors believe going concern assumption appropriate based on:
  • Continued yarn trading business
  • Promoters infusing funds through unsecured loans
  • Exploring new business opportunities
  • Assurance of additional promoter support as needed

Capital Structure Impact

  • No change in equity share capital during year
  • No fresh issuance of shares
  • No equity raising activities

Cash Flow Implications

  • Cash outflow: Loan repayments to directors ₹849.50 lakhs
  • Cash inflow: Loans from directors ₹1,133.50 lakhs, Sale of investment ₹228.80 lakhs
  • Net cash inflow: ₹50.24 lakhs