AGM Details

The 44th Annual General Meeting will be held on Thursday, September 24, 2026 at 11:30 a.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) facility.

Key AGM Dates:

  • Cut-off date for shareholder entitlement: Thursday, 17th September, 2026
  • E-voting commencement: Monday, 21st September, 2026 at 09:00 am
  • E-voting end: Wednesday, 23rd September, 2026 at 05:00 pm
  • Register of Members closure: Friday, 18th September to Thursday, 24th September, 2026

AGM Agenda:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26

2. Re-appointment of Mrs. Urmila Loyalka who retires by rotation

3. Special Resolution: Increase in managerial remuneration of Mr. Varun Loyalka, Managing Director

Financial Performance Highlights (FY 2025-26)

  • Revenue from operations: ₹64.68 crore (Previous year: ₹72.10 crore)
  • Other Income: ₹4.51 crore (Previous year: ₹4.08 crore)
  • Total Revenue: ₹69.19 crore (Previous year: ₹76.18 crore)
  • Profit before tax: ₹3.25 crore (Previous year: ₹2.41 crore)
  • Net profit: ₹2.29 crore (Previous year: ₹1.71 crore)
  • Paid-up Equity Share Capital: ₹5.40 crore comprising 53,96,250 equity shares of ₹10 each
  • Net Worth: ₹84.11 crore

Segment-wise Performance:

  • Trading Division: Sales ₹57.34 crore, Net Profit ₹1.41 crore
  • Weaving Division: Sales ₹12.67 crore, Net Profit ₹0.74 crore
  • Spinning Division: Sales ₹0.00 crore, Net Profit ₹0.14 crore

No dividend was recommended for the financial year ended March 31, 2026.

Key Corporate Developments

Managerial Remuneration Revision

Special Resolution proposed to increase remuneration of Mr. Varun Loyalka (DIN: 07315452), Managing Director:

  • Existing remuneration: ₹1,26,800 per month (₹15,21,600 per annum)
  • Revised remuneration: ₹1,76,800 per month (₹21,21,600 per annum)
  • Increase: ₹50,000 per month effective from 12th August, 2026
  • The proposed remuneration exceeds 5% of net profits (₹11,43,303.75) under Section 197(1) of Companies Act, 2013, requiring shareholder approval
  • Does not exceed thresholds under Regulation 17(6)(e) of SEBI LODR Regulations

Board Composition Changes

Appointments during FY 2025-26:

  • Mrs. Priyanka Poddar (DIN: 10481007) as Additional Independent Director w.e.f. 6th March, 2026
  • Mr. Subhajeet Kar (DIN: 07148810) as Additional Independent Director w.e.f. 6th March, 2026 (resigned w.e.f. 19th March, 2026)
  • Mrs. Rasna Goyal (DIN: 03383291) as Non-Executive Independent Director w.e.f. 23rd March, 2026

Resignations/Cessations:

  • Mr. Abhishek Bafna (DIN: 10064801) resigned w.e.f. 26th July, 2025
  • Mr. Surendra Bafna (DIN: 00127681) resigned w.e.f. 25th June, 2025
  • Mr. Sanjay Kumar Shaw (DIN: 08507089) ceased due to demise w.e.f. 9th February, 2026

Current Board Composition (as of March 31, 2026):

  • Mr. Varun Loyalka (Managing Director)
  • Mrs. Urmila Loyalka (Non-Executive, Non-Independent Director)
  • Mr. Rabindra Kumar Sarawgee (Non-Executive Independent Director)
  • Mr. Kamal Koomar Jain (Non-Executive Independent Director)
  • Mrs. Priyanka Poddar (Non-Executive Independent Director)
  • Mrs. Rasna Goyal (Non-Executive Independent Director)

Operational Highlights

  • Company engaged in Leather Goods & Textile Fabrics business with three divisions:

1. 100% EOU at Nanjangud, Karnataka manufacturing high quality Silk and Velvet Fabrics

2. Exports Division at Kolkata exporting Industrial Leather Hand Gloves, Silk & Cotton Fabrics

3. Yarn division at Sarandi, Ahmedabad (trading of cotton since January, 2019)

  • Company accredited with ISO 9001:2015, ISO 14001:2015 certifications
  • Foreign exchange earnings: ₹58.92 crore (Previous year: ₹64.94 crore)
  • Foreign exchange outgo: ₹1.55 crore (Previous year: ₹1.78 crore)

Corporate Governance & Compliance

  • Statutory Auditors: M/s. V. Goyal & Associates, Chartered Accountants (Re-appointed till conclusion of 45th AGM in 2027)
  • Secretarial Auditor: CS. Vivek Mishra, M&A Associates (Appointed for 5 years from conclusion of 43rd AGM)
  • Internal Auditors: M/s. Rohit Jalan & Associates, Chartered Accountants
  • RTA: MUFG INTIME INDIA PRIVATE LIMITED (formerly Link Intime India Private Limited)
  • All Independent Directors registered with Independent Directors' Databank
  • Company has Whistle Blower Policy/Vigil Mechanism in place
  • No material related party transactions except with SKL Exports Ltd. (₹2.79 crore)

Shareholding Pattern (as on March 31, 2026)

  • Promoter holding: 45.54% (24,57,556 shares)
  • Public holding: 54.45% (29,38,694 shares)
  • 99.42% shares in dematerialized form
  • Top shareholders: Urmila Loyalka (6.10%), Bhutnath Vanijya Vyapaar Pvt. Ltd. (10.80%), Surendra Kumar Loyalka (HUF) (10.40%)

Other Significant Information

  • Credit rating from ICRA: Long-term Fund based [ICRA]B+(Stable), Short-term Fund based [ICRA]A4
  • Company has not accepted any public deposits
  • No material changes affecting financial position between year-end and report date
  • No significant orders passed by regulators/courts during the year
  • Listing fees paid to BSE and NSE up to March 31, 2027
  • 185 permanent employees as on March 31, 2026 (Female: 20, Male: 33, Transgender: Nil)

Auditor's Reports

  • Statutory Auditors issued unqualified opinion on financial statements
  • Secretarial Auditor issued unqualified Secretarial Audit Report (MR-3)
  • No fraud reported by auditors under Section 143(12) of Companies Act, 2013
  • Internal financial controls found adequate and operating effectively