Board Meeting Details

The Board of Directors meeting was held on Tuesday, November 03, 2026, commencing at 05:30 PM (IST) and concluding at 05:55 PM (IST).

Key Approvals and Matters Considered

1. Financial Results Approval

The Board approved the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026, including the Statement of Assets and Liabilities and Statement of Cash Flows for the half year. The Limited Review Reports issued by the Statutory Auditors, C N K & Associates LLP, were taken on record.

2. ESOP Plan 2026 Adoption and 2025 Plan Withdrawal

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board approved:

  • Fresh Sarla Performance Fibers Limited Employee Stock Option Plan 2026 (SPFL ESOP Plan 2026) with a common pool of 39,75,150 Options
  • Each option exercisable for one fully paid-up equity share of face value ₹1 each
  • Implementation through SPFL ESOP Trust via Secondary Acquisition only
  • Recommended withdrawal of the unutilized ESOP Scheme 2025 approved by members on March 6, 2025
  • No options were granted and no shares allotted under the 2025 Plan
  • Effective only upon shareholder approval via Postal Ballot

3. Extension to Subsidiary Employees

Approved and recommended extension of the Scheme to eligible employees and directors of subsidiary companies (present and future, in India or outside India) within the common option pool of 39,75,150 options, subject to SEBI SBEB Regulations and shareholder approval.

4. Secondary Acquisition by ESOP Trust

Approved and recommended acquisition of existing fully paid-up equity shares by SPFL ESOP Trust through secondary acquisition on recognized stock exchanges, subject to SEBI SBEB Regulations limits and shareholder approval.

5. Provision of Money to ESOP Trust

Approved and recommended provision of money by the Company to the SPFL ESOP Trust for secondary acquisition of shares:

  • Interest-free, unsecured loan co-terminus with the Scheme
  • Recourse limited to Trust assets
  • Aggregate value not to exceed 5% of paid-up capital and free reserves under Rule 16(1)(d)
  • Company to bear establishment and administration costs separately
  • Subject to shareholder approval

6. ESOP Trust Constitution

Approved constitution of SPFL ESOP Trust with initial settlement of ₹1,00,000 and Onetrust Managers Private Limited as sole corporate trustee, subject to shareholder approvals.

7. Postal Ballot Process

Approved Postal Ballot Notice with four separate Special Resolutions for items 2-5 above. Appointed CS Vyoma Desai as Scrutinizer and engaged NSDL for remote e-voting.

  • Cut-off date: October 30, 2026
  • Voting period: November 5, 2026 (9:00 AM) to December 4, 2026 (5:00 PM)
  • Results deemed passed on December 4, 2026

Financial Results Summary

Standalone Performance (₹ lakhs)

Quarter Ended September 30, 2026:

  • Total Income: ₹11,573.08
  • Revenue from Operations: ₹11,232.62
  • Other Income: ₹340.46
  • Profit Before Tax: ₹1,199.78
  • Profit After Tax: ₹1,199.94
  • EPS: ₹1.51

Half Year Ended September 30, 2026:

  • Total Income: ₹24,761.33
  • Revenue from Operations: ₹21,636.66
  • Other Income: ₹3,124.67
  • Profit Before Tax: ₹5,254.63
  • Profit After Tax: ₹4,381.28
  • EPS: ₹5.51

Consolidated Performance (₹ lakhs)

Quarter Ended September 30, 2026:

  • Total Income: ₹11,739.80
  • Revenue from Operations: ₹11,988.50
  • Other Income: ₹(248.70) [negative]
  • Profit Before Tax: ₹1,206.79
  • Profit After Tax: ₹1,150.34
  • EPS: ₹1.45

Half Year Ended September 30, 2026:

  • Total Income: ₹25,852.19
  • Revenue from Operations: ₹23,314.92
  • Other Income: ₹2,537.27
  • Profit Before Tax: ₹5,836.53
  • Profit After Tax: ₹4,878.57
  • EPS: ₹6.16

Segment-wise Performance (Half Year Ended September 30, 2026)

Standalone:

  • Yarn Segment: Revenue ₹21,165.55 lakh, Result ₹7,236.89 lakh
  • Wind Power Segment: Revenue ₹536.54 lakh, Result ₹208.57 lakh

Consolidated:

  • Yarn Segment: Revenue ₹22,843.81 lakh, Result ₹7,818.80 lakh
  • Wind Power Segment: Revenue ₹536.54 lakh, Result ₹208.57 lakh

Key Financial Position (As at September 30, 2026)

Standalone:

  • Total Assets: ₹83,501.28 lakh
  • Total Equity: ₹50,258.00 lakh
  • Paid-up Equity Capital: ₹795.03 lakh

Consolidated:

  • Total Assets: ₹86,439.57 lakh
  • Total Equity: ₹52,077.90 lakh
  • Paid-up Equity Capital: ₹795.03 lakh

Auditor's Qualifications and Emphasis of Matters

Consolidated Financials

1. Sale of 11.1% Non-Cumulative Redeemable Preference Shares in Sarlaflex Inc during Q4 FY26: Sale consideration credited in Q2 FY27 but pending regulatory ratification

2. Sarlaflex Inc prepared on going concern basis despite suspended manufacturing since December 2017 and negative net worth

3. Investments in three joint ventures by SOHL not consolidated due to unresolved disputes or non-receipt of financial information

4. Unaudited financials of two subsidiaries with total assets ₹4,361.27 lakh and revenues ₹3,766.58 lakh included without auditor review

Standalone Financials

1. Sale of preference shares in Sarlaflex Inc pending regulatory ratification despite receipt of sale consideration

Operational Highlights and Challenges

  • Geopolitical tensions in Middle East led to higher freight and raw material costs during the quarter
  • One-time flood-related loss of approximately ₹2.31 crore at Silvassa plant
  • Business segments: Yarn and Wind Power

ESOP Plan Details (Annexure B)

  • Maximum pool: 39,75,150 options
  • Exercise price: Market price or discount as determined by NRC
  • Vesting period: 1-5 years from grant date
  • Exercise period: Within 5 years from vesting
  • Implementation through secondary acquisition only
  • Compliant with SEBI SBEB Regulations, 2021