Financial Performance Highlights (Standalone Basis)

| Particulars | 2025-26 (₹ in Lakhs) | 2024-25 (₹ in Lakhs) | Change (%) |

| Revenue from Operations and Other Income | 3,215.91 | 2,735.24 | 17.57% |

| Profit/Loss before Tax | (428.32) | (350.03) | 22.37% |

| Profit/Loss after Tax | (406.97) | (328.98) | 23.71% |

| Total Comprehensive Income | (395.49) | (316.49) | 24.96% |

| Earnings per Share (Basic & Diluted) | (0.34) | (0.30) | 13.33% |

Key Financial Ratios

| Ratio | 2025-26 | 2024-25 | Change (%) | Reason |

| Debtors Turnover (Days) | 3.13 | 5.95 | -47.39% | Due to increase in debtors |

| Inventory Turnover (Days) | 3.59 | 1.76 | 104.24% | Due to decrease in inventories |

| Interest Coverage Ratio | (1.41) | (0.61) | - | Due to increase in losses |

| Current Ratio | 1.98 | 1.16 | 70.32% | Due to increase in current assets |

| Operating Profit Margin (%) | (5.61)% | (3.25)% | -136.03% | Due to loss during the year |

| Return on Net Worth (%) | (4.26) | (3.86) | - | Due to increase in losses |

Share Capital Changes

Authorized Share Capital: ₹33.50 crore (Equity: ₹17.50 crore; Preference: ₹16.00 crore)

Issued, Subscribed and Paid-up Capital:

  • Increased from ₹11.43 crore to ₹11.93 crore during FY 2025-26
  • Equity Share Capital: ₹11.93 crore (11,93,28,000 equity shares of Re. 1 each)
  • Preference Share Capital: ₹12.00 crore (12,00,000 4% Non-Cumulative Redeemable Preference Shares of ₹100 each)

Convertible Warrant Activity:

  • During previous FY 2024-25, allotted 2,07,65,000 convertible warrants at ₹48 per warrant
  • During FY 2025-26, converted 49,60,000 warrants into equity shares on:
  • January 08, 2026: 16,90,000 warrants
  • January 09, 2026: 22,20,000 warrants
  • January 10, 2026: 10,50,000 warrants
  • 26,87,000 warrants lapsed and forfeited due to non-payment of balance 75% within stipulated period
  • Forfeited amount: ₹322.44 lakh transferred to Capital Reserve

Director Changes and Appointments

Resignations during FY 2025-26:

  • Mr. Vinod Kumar Goyal (Executive Director & CEO) resigned effective April 30, 2025
  • Mr. Surjit Singh (Independent Director) resigned effective August 13, 2025
  • Mr. Akhilesh Kumar Tiwari (Executive Director & CEO) resigned effective September 02, 2026

Appointments during FY 2025-26:

  • Mr. Akhilesh Kumar Tiwari appointed as Executive Director & CEO effective May 09, 2025
  • Mr. Dharam Veer Singh appointed as Additional Director (Independent) effective August 13, 2025

AGM Proposals:

1. Reappointment of Mr. Akhil Malhotra (DIN: 00126240) as Non-Executive Director retiring by rotation

2. Reappointment of Mr. Gian Chand Thakur (DIN: 07006447) as Whole-Time Director for 5 years without remuneration (October 01, 2026 to September 30, 2031)

3. Appointment of Mr. Inderpreet Singh (DIN: 11590171) as Independent Director for 5 years (September 02, 2026 to September 01, 2031)

4. Appointment of Mr. Rahul Kapoor (DIN: 07705566) as Executive Director for 5 years without remuneration (September 02, 2026 to September 01, 2031)

Key Managerial Personnel (as of March 31, 2026)

  • Mr. Gian Chand Thakur: Whole Time Director
  • Mr. Akhilesh Kumar Tiwari: Executive Director and CEO (until September 02, 2026)
  • Mr. Ravi Passi: CFO
  • Ms. Nancy Singla: Company Secretary

Corporate Developments

Merger with Shiva Texfabs Limited:

  • Board approved Scheme of Amalgamation on December 23, 2024
  • BSE issued 'No Adverse Observation' letter on August 25, 2025
  • First Motion Application filed with NCLT on September 23, 2025
  • Second Motion Petition filed with NCLT on March 06, 2026
  • NCLT heard matter on August 21, 2026 and reserved its order

Investment in Shiva Texfabs Limited:

  • Carried at fair value through OCI: ₹9,623.77 lakh as of March 31, 2026
  • Comprises 23,39,181 fully paid equity shares and 47,01,755 partly paid equity shares

Auditor Information

Statutory Auditors: M/s Manjul Mittal & Associates (Firm Registration No. 028039N)

  • Reappointed for second term of 5 years from conclusion of 41st AGM to 46th AGM
  • Audit fee: ₹2.00 lakh (₹1.00 lakh for audit, ₹1.00 lakh for tax audit)

Secretarial Auditors: M/s Bhambri & Associates (CP No-22626)

  • Appointed for 5 years from conclusion of 44th AGM to 49th AGM

Internal Auditor: Mr. Mahender Paul appointed for FY 2026-27

Auditor Qualifications

Statutory Auditor Observations:

  • Delay in deposit of statutory dues and servicing bank dues due to liquidity crunch
  • Charge ID 80036826 pending for satisfaction beyond statutory period

Secretarial Auditor Observations:

  • Charge ID 80036826 pending for satisfaction beyond statutory period
  • Some physical secretarial records damaged due to water ingress

Related Party Transactions

| Party | Nature | Amount (₹ in Lakhs) |

| Shiva Texfabs Limited | Sale | 3,214.81 |

| Shiva Texfabs Limited | Purchase | 2,097.43 |

| Yogindera Worsted Limited | Sale | 54.98 |

| Yogindera Worsted Limited | Purchase | 0.48 |

| Shiva Speciality Yarns Ltd | Purchase | 10.73 |

| Ishani Bansal (Marketing Director) | Remuneration | 24.00 |

Liquidity and Financing

Cash and Cash Equivalents: ₹6.62 lakh as of March 31, 2026 (₹11.52 lakh as of March 31, 2025)

Borrowings:

  • Unsecured Loans: ₹525.00 lakh
  • Less: Equity Portion: ₹502.38 lakh
  • NPV of Interest: ₹83.85 lakh

Bankers: State Bank of India, HDFC Bank, Indusind Bank

Contingent Liabilities

  • Entry Tax with H.P. Excise and Taxation Dept: ₹70.80 lakh
  • Processing Fees of Dy. Director of Industries, Solan: ₹267.68 lakh
  • Income Tax demand for various Assessment Years: ₹19.52 lakh

Employee Benefits

Gratuity Liability:

  • Present value of obligation: ₹20.08 lakh
  • Recognized as provision: ₹17.98 lakh (non-current), ₹2.10 lakh (current)

Employee Strength: 200 permanent employees as of March 31, 2026

AGM Details

45th Annual General Meeting:

  • Date: September 30, 2026
  • Time: 1:00 PM
  • Mode: Video Conferencing/Other Audio Visual Means
  • Cut-off date: September 23, 2026
  • Book closure: September 24, 2026 to September 30, 2026

Compliance Status

  • SEBI Listing Regulations: Complied with all mandatory requirements
  • Corporate Governance: Certificate of compliance obtained from practicing company secretary
  • No instances of fraud reported during the year
  • No material orders passed by regulators/courts impacting going concern status

Forward-Looking Statements

The Chairman's message highlights:

  • Continued focus on sustainable textile manufacturing
  • Challenging operating environment with raw material price fluctuations
  • Commitment to circular economy and eco-friendly textiles
  • Confidence in emerging opportunities in sustainable textile sector