Nature of the Disclosure

This is the Annual Report for the financial year 2025-26, containing the Audited Financial Statements, Directors' Report, Management Discussion & Analysis, Corporate Governance Report, and Notice of the 116th Annual General Meeting (AGM).

Key Quantitative Figures

Financial Performance (FY 2025-26 vs. FY 2024-25)

  • Revenue from Operations: ₹24,183.48 Lakhs (Previous Year: ₹26,316.27 Lakhs)
  • Profit/(Loss) Before Exceptional Items & Tax: Profit of ₹753.75 Lakhs (Previous Year: Loss of ₹740.45 Lakhs)
  • Exceptional Items: ₹23.53 Lakhs (Related to gratuity past service costs due to new labour codes)
  • Profit/(Loss) Before Tax: ₹730.22 Lakhs (Previous Year: Loss of ₹718.91 Lakhs)
  • Tax Expense: ₹2,285.16 Lakhs (Previous Year: Tax credit of ₹251.38 Lakhs)
  • Current Tax: ₹165.63 Lakhs
  • Deferred Tax: ₹2,119.53 Lakhs (primarily due to remeasurement from transition to concessional tax regime u/s 115BAA)
  • Profit/(Loss) for the year (Net Loss): ₹(1,554.94) Lakhs (Previous Year: Loss of ₹(467.53) Lakhs)
  • Total Comprehensive Income for the year: ₹(17,566.36) Lakhs (Previous Year: ₹1,927.80 Lakhs)
  • Earnings Per Share (EPS): ₹(223.56) (Previous Year: ₹(67.22))
  • EBITDA: ₹3,132 Lakhs (as per Management Discussion & Analysis)

Segment-wise Performance

  • Textiles Segment: Revenue of ₹20,906.18 Lakhs from sale of yarn and fabric.
  • Rental Services Segment: Revenue of ₹2,480.28 Lakhs (Previous Year: ₹2,176.53 Lakhs).
  • Exports: ₹2,738.14 Lakhs (Previous Year: ₹3,371.88 Lakhs), a decrease of 18.79%.

Dividend

  • The Board of Directors has recommended a final dividend of 10%, i.e., ₹10 per equity share of face value ₹100 each for FY 2025-26.
  • The total dividend outflow will be ₹69.55 Lakhs, subject to shareholder approval at the AGM.
  • The dividend will be paid after deduction of tax at source (TDS).

Capital Structure

  • Paid-up Equity Share Capital as on March 31, 2026: ₹695.55 Lakhs (69,55,550 equity shares of ₹100 each).
  • No fresh issuance of shares during the year.

Key Balance Sheet Items (as of March 31, 2026)

  • Total Assets: ₹89,839.99 Lakhs
  • Non-Current Assets: ₹82,640.38 Lakhs
  • Property, Plant & Equipment (Net): ₹4,379.70 Lakhs
  • Investment Property (Net): ₹17,532.78 Lakhs
  • Investments (at FVOCI): ₹59,612.59 Lakhs (primarily in LMW Ltd and other group companies)
  • Current Assets: ₹7,199.61 Lakhs
  • Inventories: ₹3,835.61 Lakhs
  • Trade Receivables (Net): ₹2,741.01 Lakhs
  • Total Equity: ₹71,231.83 Lakhs
  • Total Liabilities: ₹18,608.16 Lakhs
  • Borrowings: ₹8,129.28 Lakhs (Non-current: ₹4,844.16 Lakhs, Current: ₹3,285.12 Lakhs)
  • Deferred Tax Liabilities (Net): ₹3,948.33 Lakhs

Dates of Action

  • Financial Year: April 1, 2025, to March 31, 2026.
  • Board Meetings: Four meetings held on May 28, 2025, August 14, 2025, November 10, 2025, and February 12, 2026.
  • AGM Notice Date: August 14, 2026.
  • 116th AGM Date: September 25, 2026, at 12:05 PM IST.
  • AGM Format: Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical attendance.
  • Book Closure Date: September 19, 2026, to September 25, 2026 (both days inclusive).
  • Dividend Record Date: September 18, 2026.
  • E-voting Period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM).

Parties Involved

  • Statutory Auditors: M/s. Subbachar & Srinivasan, Chartered Accountants (Firm Regn. No. 004083S). Appointed for 5 years till the conclusion of the 117th AGM in 2027.
  • Cost Auditors: A. R. Ramasubramania Raja & Co., Cost Accountants (Firm Regn. No. 000519). Seeking shareholder ratification for FY 2026-27 remuneration of ₹1,50,000 + taxes.
  • Secretarial Auditors: M/s. MDS & Associates LLP, Company Secretaries.
  • RTA: M/s. MUFG Intime India Private Limited.
  • Bankers: Central Bank of India, Canara Bank.
  • Scrutinizer for E-voting: Sri B. Krishnamoorthi, Practicing Chartered Accountant.

Purpose / Rationale

  • AGM: To present the annual accounts, declare a dividend, reappoint a director retiring by rotation (Sri R. Santharam), and ratify the appointment of cost auditors.
  • Transition to Concessional Tax: The company opted for the concessional tax regime under Section 115BAA of the Income-tax Act, leading to a remeasurement of deferred tax balances and the write-off of MAT credit entitlement of ₹918.03 Lakhs.
  • Rental Expansion: Proposed next phase of rental services with 1,20,000 sq. ft. to be completed by 2027-28, funded by bankers.

Capital Structure Impact

  • Payment of dividend, if approved, will reduce retained earnings by ₹69.55 Lakhs.
  • No change in issued, subscribed, or paid-up share capital during the year.

Cash Flow Implications

  • Dividend payment will result in a cash outflow of ₹69.55 Lakhs (post-TDS).
  • Operating cash flow was negative at ₹(1,412.04) Lakhs, primarily due to the loss and changes in working capital.

Forward-Looking Commentary

  • Textiles Outlook: Focus on wider fiber mix, specialized yarns, sustainability, and leveraging FTAs for export growth. The industry is expected to grow to US $350 billion by 2030.
  • Rental Outlook: The mall industry is witnessing bifurcation; future favors malls that pivot to mixed-use experiences.
  • Energy Savings: A new 8.5 MW solar power project is expected to generate annual savings of ₹11 Crores and meet 60% of energy consumption, reducing carbon emissions.
  • Risks: Identified risks include business/market risks, financial risks, operational risks, and regulatory compliance risks (SEBI LODR, labour laws, environmental norms).

Other Material Disclosures

  • IEPF: 21,493 equity shares (3.09% of capital) were in the IEPF Authority's demat account as of March 31, 2026. During the year, 1,495 shares and unclaimed dividend of ₹1,71,072 for FY 2017-18 were transferred to IEPF.
  • Unclaimed Suspense Account: 247 equity shares are held in a physical unclaimed suspense account.
  • Dematerialization: 96.35% of the paid-up equity capital is held in dematerialized form.
  • Corporate Governance: The company states it has complied with all mandatory corporate governance requirements under SEBI LODR Regulations. A certificate from the auditors confirms this.
  • Internal Financial Controls: The auditors' report states that the company has adequate internal financial controls over financial reporting.
  • Litigation: A disputed central excise/service tax rebate claim of ₹48.63 Lakhs is pending with the Commissioner of GST and Central Excise (Appeals).
  • Directors' Responsibility: The Directors' Responsibility Statement confirms compliance with accounting standards, proper maintenance of accounts, going concern basis, adequate internal controls, and proper systems for compliance with laws.