Key Financial Figures (FY 2025-26)

  • Revenue from Operations: ₹0 (Previous Year: ₹0)
  • Other Income: ₹0 (Previous Year: ₹31.65)
  • Total Expenses: ₹3,136.25 thousand (Previous Year: ₹4,215.69 thousand)
  • Loss Before Tax: ₹(3,136.25) thousand (Previous Year: ₹(4,184.04) thousand)
  • Tax Expense: ₹0 (Previous Year: ₹0)
  • Net Loss: ₹(3,136.25) thousand (Previous Year: ₹(4,184.04) thousand)
  • Earnings Per Share (₹10 face value): ₹(0.52) (Previous Year: ₹(0.69))
  • Paid-up Equity Share Capital: ₹6,044.25 lakhs (60,442.50 equity shares of ₹10 each; unchanged from previous year)
  • Net Worth: ₹(959.71) lakhs (Negative) (Previous Year: ₹(646.08) lakhs)
  • Current Assets: ₹259.31 thousand (Previous Year: ₹226.37 thousand)
  • Current Liabilities: ₹1,228.77 thousand (Previous Year: ₹885.91 thousand)
  • Cash and Cash Equivalents: ₹457.48 thousand (Previous Year: ₹532.50 thousand)

AGM Details

  • 32nd Annual General Meeting Date: Wednesday, 30th September 2026
  • Time: 02:00 P.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without physical presence
  • Cut-off Date for Eligibility: Wednesday, 23rd September 2026
  • Remote E-voting Period: Sunday, 27th September 2026 (09:00 A.M.) to Tuesday, 29th September 2026 (05:00 P.M.)
  • Scrutinizer: M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries

Agenda Items for AGM

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements for FY 2025-26 together with Reports of Board of Directors and Auditors.

2. To re-appoint Mrs. Linta Purayidathil Jose (DIN: 06413031) as Whole-Time Director who retires by rotation.

Special Business

3. To regularize/appoint Mrs. Kattakota Satyabati Devi (DIN: 11586438) as Director (Ordinary Resolution).

4. To appoint Mrs. Kattakota Satyabati Devi as Managing Director for 3 years from 11th August 2026 to 10th August 2029 with remuneration up to ₹60,000 per annum (Special Resolution).

5. To regularize/appoint Mr. Arunraj Charivukalayil Baburaj (DIN: 11735448) as Director (Non-Executive, Non-Independent) (Special Resolution).

6. To modify Para 10.3 of the Scheme of Reduction of Share Capital relating to Shareholding Pattern due to changes in promoter shareholding during pendency with NCLT (Special Resolution).

Capital Reduction Scheme

  • The Scheme for Reduction of Share Capital to the extent of 99% of Paid-up Share Capital was approved by members at the 31st AGM held on 16th September 2025.
  • The scheme is pending approval before the Hon'ble NCLT, Chennai Bench.
  • Proposed modification to Para 10.3 updates the shareholding pattern post partial sale of promoter shares (4,66,743 equity shares sold).
  • Post-reduction Capital Structure: Paid-up capital to be reduced from ₹6,02,18,000 (60,21,800 shares) to ₹6,02,180 (60,218 shares). The partly paid-up 44,900 shares will be extinguished fully.
  • Accumulated Losses as on 31st March 2025: ₹9,34,11,786
  • Net Worth as on 31st March 2025: ₹(64,60,832)

Board and Management Changes (During FY 2025-26 and up to report date)

Appointments

  • Mrs. Sumita Mishra (DIN: 00207928) as Non-Executive Independent Director (w.e.f. 30.05.2025)
  • Mr. Omkar Mundhra (DIN: 11148932) as Non-Executive Independent Director (w.e.f. 15.06.2025)
  • Mr. Saroj Kumar Choudhury (DIN: 11143083) as Non-Executive Independent Director (w.e.f. 14.11.2025)
  • Mrs. Shanu Jain as Company Secretary & Compliance Officer (w.e.f. 15.04.2026)
  • Mr. Arunraj Charivukalayil Baburaj (DIN: 11735448) as Additional Director (Non-Executive, Non-Independent) (w.e.f. 29.05.2026)
  • Mrs. Kattakota Satyabati Devi (DIN: 11586438) as Additional Director (Executive - Managing Director) & CFO (w.e.f. 11.08.2026)

Resignations/Cessations

  • Mr. Suresh Menon (DIN: 06914200) as Non-Executive Director (w.e.f. 22.04.2025)
  • Mr. Sivadas Chettoor (DIN: 01773249) as Non-Executive Independent Director (w.e.f. 13.11.2025)
  • Mrs. Indu Kamala Ravindran (DIN: 09252600) as Non-Executive Independent Director (w.e.f. 14.11.2025)
  • Mr. Suresh Thekkemalaikkal Ramakrish Achary (DIN: 01859728) as Non-Executive Independent Director (w.e.f. 15.01.2026)
  • Ms. Divya P S as Company Secretary & Compliance Officer (w.e.f. 15.01.2026)
  • Mr. Shaju Thomas (DIN: 06412983) as Non-Executive Director (w.e.f. 19.06.2026)

Board Committees (as on date)

Audit Committee

  • Mr. Omkar Mundhra (Chairperson)
  • Mrs. Sumita Mishra (Member)
  • Mr. Saroj Kumar Choudhury (Member)

Nomination and Remuneration Committee

  • Mrs. Sumita Mishra (Chairperson)
  • Mr. Omkar Mundhra (Member)
  • Mr. Saroj Kumar Choudhury (Member)

Stakeholders Relationship Committee

  • Mr. Omkar Mundhra (Chairperson)
  • Mrs. Sumita Mishra (Member)
  • Mr. Saroj Kumar Choudhury (Member)

Auditors

  • Statutory Auditors: M/s. Mahesh C. Solanki & Co., Chartered Accountants (FRN: 006228C). Appointed for 5 years from conclusion of 30th AGM till conclusion of 35th AGM. Their report contains no qualifications.
  • Secretarial Auditors: M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries. Appointed for 5 years commencing FY 2025-26. Their report contains qualified opinions.
  • Internal Auditors: M/s. Bobby M. Vincent & Associates

Secretarial Audit Report Qualifications

1. Delay in submitting disclosures to BSE under Regulation 30 regarding resignations of Independent Directors (Mr. Sivadas Chettoor and Mrs. Indu Kamala Ravindran).

2. Company did not maintain an operational website as required under Regulation 46 of SEBI LODR for part of the year (now resolved with new website).

3. Company did not have a designated Chief Financial Officer (CFO) and Company Secretary for part of the year as required under Section 203 of Companies Act and Regulation 6(1) of SEBI LODR (now appointed).

4. Delay in filing certain statutory e-forms with ROC beyond prescribed timelines (paid late fees).

5. Company was subject to SOP fines of ₹2,59,600 by BSE for filing Independent Auditor's Review Report instead of Audit Report for quarter ended March 2026 (filed revised report and paid fine; waiver application made).

Other Material Information

  • Change of Company Name: From 'Popees Cares Limited' to 'Koiya International Limited' effective 9th March 2026.
  • Registered Office Changes:
  • Shifted to AMG Towers, Chennai w.e.f. 14th August 2025.
  • Shifted to No. 5, Damodaran Street, Chennai w.e.f. 29th May 2026.
  • Principal Banker: State Bank of India
  • Registrars & Share Transfer Agent: MUFG Intime Private Limited
  • Dividend: No dividend recommended for FY 2025-26 due to losses.
  • Deposits: Company has not accepted any deposits.
  • Related Party Transactions: Transactions were in the ordinary course of business and at arm's length. Major transaction: Director's loan from Mr. Shaju Thomas (Opening: ₹840,633; Received during year: ₹337,052; Closing: ₹1,177,686).
  • Internal Financial Controls: Framework exists but needs enhancement in design and documentation as per Statutory Auditor's report.
  • Going Concern: The financial statements are prepared on a going concern basis despite accumulated losses and negative net worth, based on management's plans for business revival and financial support.