Maris Spinners Ltd

AGM Details

• AGM date/time: 20 August 2026 at 10:00 AM.
• Mode: through video conferencing.
• e-voting window: 17-19 August 2026.
• Cut-off date: 13 August 2026.

Key Resolutions

• Adoption of financial statements and reports (ordinary).
• Re-appointment of Ananthakumar Dhamayanthi (ordinary).
• Re-appointment of A Harigovind (ordinary).
• Cost Auditor appointment: M/s A. Gopala Iyengar for FY2026-27 (ordinary).
• Appointment of T. Raghuraman as Managing Director for 3 years (special).

Voting Results

• Res 1 passed; majority in favour; 6 against.
• Res 2 passed; 8 against.
• Res 3 passed; 6 against.
• Res 4 passed; 6 against.
• Res 5 passed; 3 against; 445,100 invalid.

Auditors

• Cost Auditor appointed: M/s A. Gopala Iyengar; term until next AGM.

Other Notes

• No dividend information disclosed.

AGM details

• AGM held on 20 August 2026 at 10:00 AM via VC/OAVM.
• Shareholders cut-off date: 13 August 2026.
• Shareholders on record: 2,712; attendees: 41.
• Meeting conducted through VC/OAVM as permitted by MCA/SEBI.

Key resolutions

• Reappointment of Ananthakumar Dhamayanthi by rotation – Ordinary resolution.
• Adoption of Balance Sheet and Auditors' report for year ended 31 March 2026 – Ordinary.
• Reappointment of Harigovind by rotation – Ordinary.
• Appointment of A. Gopala Iyengar as Cost Auditor for 2026-27 – Ordinary.
• Reappointment of T Raghuraman as Managing Director for 23-09-2026 to 22-09-2029 with remuneration – Special.

Voting results

• All resolutions approved by members.
• EVoting results and Scrutinizer report to be submitted to BSE and posted within 48 hours.

Auditors

• Cost Auditor appointed for 2026-27: A. Gopala Iyengar.

Directors / Key management changes

• Ananthakumar Dhamayanthi reappointed by rotation.
• Harigovind reappointed by rotation.
• T Raghuraman reappointed as MD for 3-year term; remuneration to be fixed.

Appointment details

• Appointee: B M Shanmuga Priya, Company Secretary Cum Compliance Officer.
• Effective date: 1 September 2026.
• Reason for change: appointment following incumbent NSridharan's health-related resignation, effective 31 August 2026.
• Profile: ACS 53050, 10+ years' experience including 6 years PCS; LLB.
• Disclosures: no relationships with directors or promoters disclosed.
• KMP status: designated as Company Secretary Cum Compliance Officer.
• Governance authority: CS cum CO role and KMP designation.
• Approval: Board approved appointment following Nomination and Remuneration Committee recommendation.

Financial Highlights

• Standalone quarter ended 30 Jun 2026: revenue from operations ₹4,805.41 lakh; total income ₹4,967.07 lakh.
• Profit after tax ₹363.37 lakh; basic and diluted EPS ₹4.59.
• PBT before tax ₹512.69 lakh; tax expense ₹149.32 lakh.
• Total expenditure ₹4,454.38 lakh; single operating segment: cotton-related products.
• Auditors' Limited Review report: unmodified opinion.

Board actions & appointments

• Board approved unaudited results for quarter ended 30 Jun 2026 and cash flow statement.
• CS resignation effective 31 Aug 2026; new CS cum Compliance Officer appointed from 1 Sep 2026.
• Shanmuga Priya appointed as Company Secretary cum Compliance Officer from 1 Sep 2026.

Audit & reporting

• Statutory auditors' Limited Review Report on quarter ended 30 Jun 2026 with unmodified opinion.
• Statement reviewed by Audit Committee and approved by Board; filed with BSE.

Segment & business model

• Company operates a single segment: manufacturing and selling of cotton-related products.

Financial results

• Unaudited standalone Q1 FY27 results for quarter ended 30 June 2026 approved, along with cash flow statement.
• Statement prepared as per Ind AS; reviewed by Audit Committee.

Appointments and resignations

• Mr. N Sridharan resigned as Company Secretary and Compliance Officer, effective 31 August 2026.
• Ms. Shanmuga Priya appointed Company Secretary cum Compliance Officer, effective 1 September 2026.

Auditor and regulatory disclosures

• Independent auditor M/s Raghavan, Chaudhuri & Narayanan issued unmodified opinion on the quarter.
• Declaration confirming unmodified audit opinion filed with BSE.

Financial highlights

• Revenue from operations: 17,517.37 lakhs, down from 17,868.99 in FY25.
• Profit before tax: loss of 216.43 lakhs; prior year loss 164.69.
• Net loss after tax: 141.59 lakhs; improved from 149.63.
• Earnings per share: (1.79) vs (1.89) prior year.
• Other comprehensive income: OCI gain of 5.21 lakhs.
• Dividend not declared due to year of losses.

Operations and production

• Two units: Unit I (Karnataka) and Unit II (Tamil Nadu).
• Total cotton yarn production: 4,916,100 kg.
• Finished goods sold: 4,908,807 kg; Waste cotton sold: 1,838,420 kg.
• Yarn domestic sales: 8,602.81 lakhs; Waste cotton revenue: 635.26 lakhs.
• Capital subsidy from Karnataka: 5.74 crores received.

Capital structure & liquidity

• Total borrowings: 6,654.41 lakhs; current maturities 1,160.66; long-term 2,879.48.
• Net debt: 6,331.28 lakhs; gearing: 77.46%.
• Cash and cash equivalents: 319.36 lakhs.
• Undrawn bank facilities: 3,774.93 lakhs.

Governance & board changes

• Managing Director T. Raghuraman reappointed for 3 years (2026-2029) with phased remuneration.
• Remuneration: 2.0 lakh; 2.25 lakh; 2.50 lakh per month across periods.
• New Technical Directors appointed: R. Thangamariappan and R. Ganapathi (from 29-08-2025).
• Independent Director Sumathi Viswanathan appointed (from 01-08-2025).
• Board size increased to 11 directors; MD and other KMPs appointed/confirmed.
• Cost Auditor appointed: M/s A. Gopala Iyengar for 2026-27.

Audit, risk & controls

• Statutory auditors: M/s Raghavan, Chaudhuri & Narayanan; term to 2027.
• Secretarial auditor: M/s V.K. Shankararamann appointed for five years.
• No auditor qualifications; internal controls adequate; going concern status intact.
• Secretarial audit notes multiple late filings with additional ROC fees.

Outlook and risks

• Industry expects gradual cotton price stabilization; export opportunities under India-UK FTAs.
• Risks: cotton price volatility, inflation, global demand fluctuations, and competition from Vietnam/Bangladesh.
• Company focus: cost optimization, operational efficiency, and diversification into value-added yarns.

Shareholder information

• Paid-up equity capital: Rs 7.92 crore (7,924,760 shares).
• Promoters hold about 70.28%; public float ~29.72%.
• Dematerialization: 94.38% of shares dematerialized; ISIN INE866D01010.
• Listing: BSE code 531503; book closure 14-08-2026 to 20-08-2026.
• No dividend for the year; no material dividend liabilities; no declared CSR activity due to losses.

Meeting Details

• Date: 7 August 2026; Time: 10:15 AM; Location: venue not disclosed.

Key Agenda Items

• Board meeting on 7 August 2026 to consider unaudited quarterly results for quarter ended June 2026.
• To consider and approve any other subject with the Chairman's permission.

Other Notes

Dematerialisation processing and listing

• Securities received for dematerialisation were processed and listed on exchanges.
• Dematerialisation certificates were mutilated and cancelled; depository's name substituted as registered owner within the prescribed timeline.
• Securities remain listed on the exchanges where the earlier issued securities are listed.