HP Cotton Textile Mills Ltd

Tax settlement update

• Application for Settlement of Entry Tax proceedings under Haryana OTSS 2026 submitted on Sept 28, 2026.
• Original demand for 2015-16 to 2017-18 was ₹21.20 lakhs.
• Settlement payment of ₹7.29 lakhs has been paid toward the settlement.
• Settlement order awaiting; no material impact on financials or operations.
• Authority for the case is Excise and Taxation Officer-cum-Assessing Authority, Ward-6, Hisar.

HP Cotton Textile Mills Ltd: Trading window closed from October 01, 2026 till the expiry of 48 hours after the declaration of unaudited financial results for the quarter and half year ending September 30, 2026

Raghavkumar Agarwal — Re-appointment (retires by rotation)

• Change type: Re-appointment of director (retires by rotation).
• Name/role: Raghavkumar Agarwal, Director.
• Term: Retire by rotation; date not specified.
• Reason: Approved for re-appointment at AGM.
• Profile: Exec Director, CEO and CFO of H.P. Cotton.
• Education: Bachelor's in Management Science, Warwick.
• Relationship: Son of Kailash Kumar Agarwal.
• Debarment: Not debarred by SEBI or authorities.

Vikram Sumatilal Sheth — Independent Director re-appointment (second term)

• Change type: Re-appointment of Independent Director.
• Name/role: Vikram Sumatilal Sheth, Independent Director.
• Term: Second five-year term from 30 Apr 2027 to 29 Apr 2032.
• Reason: Re-appointment for a second term.
• Profile: B.E. in Chemical Plant Eng; MMS from NMIMS; 30+ years in financial services.
• Past roles: ICICI Securities, Edelweiss, Religare; led investment banking.
• Relationship: None.
• Debarment: Not debarred by SEBI or authorities.

AGM Details

• AGM held on 18-09-2026 at 12:30 PM via VC/OAVM.
• Remote e-voting open 15–17 Sep 2026; voting at AGM via e-voting.
• Scrutinizer appointed; consolidated report submitted 18 Sep 2026.

Resolutions & Voting

• Resolution 1 (Ordinary): Adopt standalone financial statements; passed with majority, a single vote against.
• Resolution 2 (Ordinary): Adopt consolidated financial statements; passed with majority, a single vote against.
• Resolution 3 (Ordinary): Re-appoint director Raghavkumar Agarwal on rotation; passed with majority, a single vote against.
• Resolution 4 (Special): Re-appoint Vikram Sumatilal Sheth as Independent Director; passed with majority, a single vote against.
• Resolution 5 (Special): Approve revised remuneration for Raghavkumar Agarwal as Executive Director/CEO/CFO; passed with majority, single vote against.

Director Changes

• Raghavkumar Agarwal re-appointed as director on rotation.
• Vikram Sumatilal Sheth appointed as Independent Director.

AGM details

• AGM held on 18 Sep 2026 at 12:30 PM IST.
• Mode: VC/OAVM; venue deemed at the registered office.
• Cut-off date for voting: 11 Sep 2026; remote e-voting 15–17 Sep 2026.
• Voting conducted via e-voting; no show of hands used.
• Meeting duration: 12:30 PM to 1:16 PM IST.

Resolutions

• Ordinary: Adopt standalone financial statements for the year ended 31 Mar 2026.
• Ordinary: Adopt audited consolidated financial statements for the year ended 31 Mar 2026.
• Ordinary: Appoint director retiring by rotation and seeking re-appointment.
• Special: Re-appoint Vikram Sumatilal Sheth as Independent Director.
• Special: Approve revised remuneration of Raghavkumar Agarwal as Whole-Time Director/CEO/CFO.

Voting status

• Voting results are pending; Scrutinizer to submit report; no outcome disclosed in filing.

Directors & Auditors

• Independent Director Vikram Sumatilal Sheth re-appointed.
• Statutory Auditor M/s D. Kothary & Co. expressed unqualified opinion.
• Secretarial Auditor Tarun Jain & Associates present; no change announced.

AGM and AR access

• 45th AGM scheduled for Sep 18, 2026 at 12:30 PM IST via VC/OAVM.
• Electronic AGM Notice and Annual Report mailed to registered email addresses.
• AGM Notice and AR accessible via company's website links.
• Non-registered emails receive access through provided links.
• Letters dispatched to shareholders with unregistered emails directing access to AR via links.

Email registration process

• Demat holders to register/update email addresses with the relevant Depository Participant.
• Physical shareholders to register/update via ISR-1 form to RTA.
• ISR-1 form downloadable from HP Threads website or RTA site.
• Cut-off date for email registration: Aug 19, 2026.

AGM details

• 45th AGM on Sep 18, 2026 at 12:30 PM IST via VC/OAVM.
• Remote e-voting from Sep 15 to Sep 17, 2026; cutoff Sep 11, 2026.
• Proxies not allowed; attendance via VC/OAVM; deemed venue at the registered office.

Governance changes

• Independent Director Vikram Sumatilal Sheth reappointed for second five-year term (2027–2032).
• Reappointment subject to shareholders' Special Resolution; independence criteria satisfied.

Remuneration updates

• Remuneration revised for Mr. Raghavkumar Agarwal; effective Dec 1, 2026 to May 29, 2029.
• Basic salary up to Rs 75.30 LPA; total allowances up to Rs 45 LPA.
• Includes statutory bonus, perquisites, and performance pay; may exceed Schedule V ceilings.
• Remuneration for remainder of tenure through May 29, 2029; Board to sign necessary documents.

Financial highlights

• FY2025-26: gross revenue Rs 13,412.50 Lakh; PAT Rs 292.20 Lakh; EPS Rs 7.45.

Financial highlights

• Standalone revenue from operations: 13419.97 lakh (FY2025-26).
• Standalone EBITDA: 1423.26 lakh; PAT: 292.20 lakh; EPS: 7.45.
• Consolidated revenue from operations: 13149.97 lakh.
• Consolidated EBITDA: 1427.49 lakh; PAT: 296.43; EPS: 7.56.
• Current ratio: 1.02x; Net debt to equity: 1.82x; ROE: 16.68%.
• Debtors turnover: 12.47x; Inventory turnover: 1.57x.

Operations and production

• Sewing thread production: 13,76,125 kg; Hosiery Yarn not produced.
• Domestic sewing thread sales: 1,161.68 lakh; Export: 11,243.67 lakh.
• Geographic revenue totaled 12,411.13 lakh.

Dividend and capital allocation

• Dividend declared for FY2025-26: none.
• Share capital unchanged at 39,22,000 shares (₹10 each).
• Promoter holding around 30%: Kailash Kumar Agarwal.

Governance and remuneration

• AGM on 18 Sep 2026 via VC/OAVM.
• Vikram Sumatilal Sheth: re-appointed Independent Director for 2027–2032.
• Remuneration revision for Raghavkumar Agarwal for 2026–2029.
• Executive Directors FY2025-26 remuneration: Kailash 78.85 L; Raghavkumar 65.31 L.
• Board met four times; four Audit Committee meetings; secretarial audit conducted.

Audit and risk

• Statutory auditors D. Kothary & Co: clean opinions; internal controls adequate.
• Inventory valuation and DTA recognition noted as key matters.
• Impairment of investment in HP MMF Textiles Limited recognized.

Related party and CSR

• Related party transactions disclosed; none material; arm's length terms.
• CSR not applicable; CSR policy in place; no CSR spend in FY2025-26.

Outlook and risks

• Management cautious but optimistic; focus on geographies, product diversification, and tech upgrades.
• Risks: raw material price volatility, FX, geopolitical tensions, demand fluctuations.