Loyal Textile Mills Ltd

Loyal Textile Mills Limited - Closure of Trading Window from 1 October 2026 till the conclusion of 48 hours after the declaration of Unaudited Financial Results for the Second quarter ending 30th September, 2026

Change in designation

• Vishala Ramswami designated from Non-Executive Director to Executive Director/Whole Time Director, effective 01/10/2026.
• Term: five years, subject to approvals.
• Remuneration: ₹36 lakhs per annum.
• Reason: board decision based on Nomination and Remuneration Committee recommendation.
• Profile: former EY Global HQ Marketing & Communications Officer.
• Relation: daughter of chairperson Valli M Ramaswami.
• Not debarred by SEBI or authorities.
• Effective designation date: 01/10/2026.
• Subject to member approval and other regulatory requirements.

Appointment of Independent Director

• Dr Subrahamaniya Sivam appointed Independent Director effective 22 September 2026.
• Appointment approved by members at AGM via e-voting and disclosed to exchanges.

AGM details

• AGM held on Sep 22, 2026 at 10:45 AM via Video Conferencing/OAVM.
• Record date: 15-09-2026.

Resolutions and outcomes

• Adoption of standalone and consolidated financial statements – Ordinary; passed with 99.999% in favour.
• Appointment of Vishala Ramswami – Ordinary; passed with 99.999% in favour.
• Ratification of remuneration to the Cost Auditor – Ordinary; passed with 99.999% in favour.
• Re-appointment of Muthu Elumalai Manivannan as Whole Time Director – Special; passed with 99.999% in favour.
• Re-appointment of K Kumaran as Independent Director – Special; passed with 99.999% in favour.
• Appointment of Subrahmaniya Sivam Ramamurthy as Independent Director – Special; passed with 99.999% in favour.

Director changes

• Vishala Ramswami offered re-appointment; retires by rotation.
• Muthu Elumalai Manivannan re-appointed as Whole Time Director for five years.
• Kumaran and Ramamurthy appointed as Independent Directors for five years.

Auditors & related matters

• Remuneration of Cost Auditor ratified.

AGM Highlights

• 80th AGM held on 22 September 2026 at 10:45 AM via Video Conferencing/Other Audio-Visual Means.
• Ordinary: Adoption of audited standalone and consolidated financial statements for year ended March 31, 2026.
• Ordinary: Appoint Vishala Ramswami as director, retiring by rotation, eligible for re-appointment.
• Ordinary: Ratification of remuneration to the Cost Auditor.
• Special: Re-appointment of Muthu Elumalai Manivannan as Whole Time Director for five years.
• Special: Re-appointment of K. Kumaran as Independent Director for five years for a second term.
• Special: Appointment of Dr Subrahmaniya Sivam Ramamurthy as Independent Director for five years for the first term.
• Quorum/voting update: Consolidated results to be intimated to exchanges within two working days and posted on company/NSDL website.

Financial snapshot

• Revenue from operations: ₹421.96 Cr; down from ₹627.78 Cr in FY25.
• Standalone EBITDA: ₹-4.35 Cr; narrowed from ₹-34.05 Cr.
• Standalone PAT: ₹-66.21 Cr; PBT ₹-60.63 Cr.
• Consolidated revenue: ₹421.96 Cr; Consolidated PAT ₹-64.67 Cr.
• EPS (consolidated): ₹-134.28; EPS (standalone): ₹-137.48.
• Net cash from operating activities: ₹88.57 Cr; investing: ₹141.43 Cr; financing: ₹-229.72 Cr.
• JV share of Gruppo P&P Loyal Spa: ₹7.21 Cr.
• Wind: 4.19 Cr units; Solar: 0.40 Cr units generated.
• Equity share capital: ₹4.816 Cr; borrowings stand at ₹21,560.30 Lakhs (standalone).
• Net debt to equity: 1.28x (standalone); 1.06x (consolidated).

Revenue & profitability trends

• FY25-26 revenue declined due to restructuring and exit from low-margin lines.
• Export revenue ₹270 Cr; domestic ₹115.07 Cr.
• EBITDA loss narrowed to ₹4.35 Cr from ₹34.05 Cr prior year.
• Gains from sale of non-core assets supported PBT improvements.
• Consolidated EPS deteriorated due to losses on ordinary activities.

Capital structure & liquidity

• Equity share capital: ₹4.816 Cr; no change during the year.
• Borrowings at 31 Mar 2026: standalone ₹21,560.30 Lakhs; consolidated ₹21,635.49 Lakhs.
• Net debt to equity: 1.28x (standalone); 1.06x (consolidated).
• Net cash from operations: ₹88.57 Cr; cash balance around ₹0.52 Cr.
• Dividend declared: none; no dividend proposed.

Operations, strategy & capacity

• Product realignment toward garments and technical textiles; yarn exposure reduced.
• Capacity expansion planned in garmenting division; skilled tailors recruitment underway.
• Strategic focus on high-value PPE and protective textiles.
• Export market expansion, with emphasis on India for higher utilization.
• Renewable energy initiatives and energy-efficiency measures implemented.
• Progress on monetisation of non-core assets; assets held for sale.

Governance & leadership changes

• CEO N. Srinivasan resigned effective 30.06.2026.
• Dr. V. Rajesh appointed Company Secretary from 01.01.2026.
• Independent Directors: Dr. R. Subrahmaniya Sivam and Kumaran appointed; Vishala Ramswami is on board.
• Board evaluation completed; familiarisation program for independent directors ongoing.

Related party transactions & governance

• Material related party transaction with Gruppo P&P Loyal Spa; postal ballot approved 31.03.2026.
• Remuneration to KMP disclosed; related party transactions with Kurunji Properties.
• Audited by Audit Committee; arm's length where applicable; disclosures in Form AOC-2.
• Outstanding receivables from Gruppo P&P Loyal Spa ₹1,572.25 Lakhs.

Outlook & key risks

• Outlook: focus on high-margin technical textiles; PPE demand rising globally.
• Risks: cotton price volatility; forex fluctuations; demand uncertainty.
• Strategic aim: monetise non-core assets to strengthen balance sheet.
• ESG initiatives: ongoing energy efficiency and safety compliance.
• Auditors note ongoing asset monetisation and turnaround efforts.

AGM Details

• Date, time, and mode: 22 September 2026 at 10:45 IST via VC/OAVM.
• Notice dispatch completed 29 August 2026.
• E-voting window: 19 Sep 2026 09:00 to 21 Sep 2026 17:00.
• Voting cut-off set for 15 September 2026.
• AGM date and start time: 22 Sep 2026, 10:45.

Ordinary Business

• Adopt standalone and consolidated financial statements for FY 2025-26.
• Re-appoint Vishala Ramswami as director, retires by rotation.

Special Resolutions

• Ratify remuneration of Cost Auditor for FY 2026-27.
• Re-appoint M. E. Manivannan as Whole Time Director for five years.
• Re-appoint K Kumaran as Independent Director for second term.
• Appoint Dr. R Subrahmaniya Sivam as Independent Director for first term.

Board Recommendations

• Board recommends approval of all resolutions.

AGM details

• 80th AGM via VC/OAVM on Sep 22, 2026 at 10:45 AM IST.
• Notice dispatched Aug 21, 2026; e-voting cut-off Sep 15, 2026.
• Remote e-voting from Sep 19–21, 2026, 09:00–17:00.
• Record date for e-voting/attendance: Sep 15, 2026.
• AGM conducted under VC/OAVM per MCA/SEBI guidelines.

Ordinary business

• Adopt standalone and consolidated financial statements for FY 2025-26.
• Re-appoint Vishala Ramswami as director, retiring by rotation.

Special resolutions

• Ratify remuneration of Cost Auditor for FY 2026-27: Rs 1,00,000 plus taxes.
• Re-appoint M. E. Manivannan as Whole Time Director for five years from Feb 11, 2027; CTC Rs 5,80,615.
• Re-appoint K. Kumaran as Independent Director for five years (10 Oct 2026–9 Oct 2031).
• Appoint Dr. R Subrahmaniya Sivam as Independent Director for five years (22 Sep 2026–21 Sep 2031).

Director changes

• Mrs. Vishala Ramswami to be re-appointed; retires by rotation.
• Mr. M. E. Manivannan to be Whole Time Director for five-year term.
• Mr. K. Kumaran Independent Director second term: 10 Oct 2026–9 Oct 2031.
• Dr. R. Subrahmaniya Sivam Independent Director first term: 22 Sep 2026–21 Sep 2031.
• Vishala Ramswami is non-executive, non-independent director.