Olympic Cards Ltd

Regulatory compliance update

• Paid Rs 23,600 to BSE for SEBI LODR fines; waiver requested for Dec 2020 penalties.
• Remittance dated 04-07-2026; RTGS UTR: HDFCHO1 102664774; GST 18% included.

Bank loan closure and related-party loans

• HDFC Bank loan repaid and fully closed.
• Outstanding loan of ₹8.40 crore liquidated; No Due Certificate in process.
• Director loans totaling ₹8.40 crore (MD ₹4.00 cr; NED ₹4.40 cr) are interest-free.
• Related-party loans approved by Audit Committee and Board; arm's-length and ordinary course.
• Repayment and director loans have no material impact on operations or strategy disclosed.
• Filing date: September 18, 2026.
• Charges on assets to be released after No Due Certificate.
• Company Secretary signed; approvals consistent with Companies Act and rules.

Governance & audit updates

• Book-closure: 14 August 2025 to 20 September 2025; record date 13 September 2025.
• Rectification requested for Corporate Information: update auditors and book-closure details on BSE page.
• Statutory Auditor appointed: Subramanian & Associates for five years from AGM 2024-25.
• Secretarial Auditor appointed for 2024-25: M. Keerthana, Rs 40,000 per annum.
• Secretarial Auditor appointed for 2025-31: R. Deenadayalu, Rs 3,60,000 per annum.
• Replace MRC & Associates and K. Elangovan with Deenadayalu.R as Secretarial Auditor.

AGM details

• Date, time, mode: 7 September 2026, 10:00–10:25, via VC/OAVM.
• E-voting window: 4–6 September 2026; voting cut-off: 31 August 2026.

Key resolutions

• Adopt annual accounts and reports for the year.
• Re-appoint director retiring by rotation: S. Jarina.
• Approve related party transactions with specified entities on arm's length basis.
• Appoint Nagayasamy Rajkumar as Independent Director for five-year term.
• Remuneration: sitting fees; compensation as permitted.
• Continue Alagarsamy Uthandan as Independent Director beyond age 75.
• Continue until 2031; remuneration via sitting fees.
• Authorize MD and Company Secretary to execute related party agreements and file e-forms with ROC.

Voting results

• Voting results not disclosed in this excerpt.

Dividend

• Dividend not recommended due to absence of profits.

Director changes

• Nagayasamy Rajkumar appointed Independent Director for five-year term.
• Alagarsamy Uthandan continues as Independent Director beyond age 75.
• S. Jarina to be re-appointed as Director (retiring by rotation).

Auditors

• No changes in statutory or secretarial auditors announced.

Related party transactions

• RPTs approved with related entities; arm's length, terms governed by explanatory statement.

Other approvals

• Board authorized to file e-forms with ROC and carry out related actions.

agm details

• Date and time: 7 September 2026, 10:00 AM; mode: Video Conference.
• Remote e-voting: 4–6 September 2026; cut-off date: 31 August 2026.
• AGM conducted via video conference.

resolutions

• Resolution 1: Adopt financial statements for year ended 31 March 2026.
• Resolution 2: Re-appointment of S. Jarina (retires by rotation).
• Resolution 3: Approve material related party transactions under Section 188.
• Resolution 4: Appoint Nagayasamy Rajkumar as independent director.
• Resolution 5: Continue directorship of Alagarsamy Uthandan beyond age 75.

votes

• Resolution 1 passed with requisite majority; no votes against.
• Resolution 2 passed with requisite majority; no votes against.
• Resolution 3 passed with requisite majority; no votes against.
• Resolution 4 passed with requisite majority; no votes against.
• Resolution 5 passed with requisite majority; no votes against.

dividend

• Dividend proposal not disclosed in the filing.

directors

• S. Jarina re-appointed; Nagayasamy Rajkumar appointed; Alagarsamy Uthandan continues past 75.

auditors

• No auditor appointments or changes disclosed in this filing.

related party transactions

• Material related party transactions approved under Section 188.

other approvals

• No other material approvals disclosed.

Financials

• Revenue from operations: 1043.50 Lakhs for year ended 31 Mar 2026.
• Total Income: 1276.42 Lakhs for year ended 31 Mar 2026.
• Profit before tax: (247.40) Lakhs for the year.
• Deferred tax: (221.46) Lakhs.
• Profit after tax: (25.94) Lakhs for the year.
• Earnings per share: (0.16) Rs for 2026.
• Final dividend proposed: Nil.
• Paid-up capital: 1630.87 Lakhs; no equity change.
• Reserves and surplus: (1525.31) Lakhs.

Industry context & operations

• Industry facing downward trend due to digital invitations and electronic communications.
• Company operates in wedding cards, greeting cards, notebooks, and related printing products.

Capital structure & liquidity

• Dividend for 2025-26: none declared.
• Share capital remains at 1630.87 Lakhs.
• Reserves show a negative balance of (1525.31) Lakhs.
• Directors’ loans: availed 333.83 Lakhs; outstanding 461.77 Lakhs as at 31 Mar 2026.
• Cumulative director loans limit: up to 20 Crores.

Related party transactions & governance

• Material related party transactions: 661.73 Lakhs (2026-27) and 712.48 Lakhs (2027-28).
• Parties include Olympic Paper Products and Print & Get; leases and sales/purchases.
• Directors N. Mohamed Faizal and S. Jarina and their relatives are principal related parties.
• Nagayasamy Rajkumar appointed Independent Director for a 5-year term (Sept 7, 2026 to Sept 6, 2031).
• Alagarsamy Uthandan to continue as Independent Director beyond 75 until 2031.

Board, committees & remuneration

• Audit Committee: chaired by N. Sridharan; meets four times in 2025-26.
• Nomination & Remuneration Committee oversees director/KMP remuneration.
• Remuneration: MD 6.00 Lakhs; CFO 5.28; Company Secretary 4.10 (per year).
• Independent Directors meet without management; one meeting held on 12 Feb 2026.

Audit, internal controls & compliance

• Auditors issued a qualified opinion; confirmations not provided for trade receivables/payables and advances.
• Internal financial controls have a material weakness around inventory cut-offs and customer advances.
• Secretarial Audit flagged delays in PF/ESI remittance; GST notices; listing fees paid late; MSMED Act non-compliance.
• Management has implemented an enhanced accounting system with audit trails from Jan 2026.

AGM, disclosures & governance stance

• 34th AGM scheduled for 7 Sep 2026; to be conducted via VC/OAVM.
• Notice includes ordinary business and special resolutions on RPT, new independent director, and continuation.
• CEO/CFO have provided certification on financials; code of conduct is in place and followed.

AGM details

• Date: 7 September 2026; Time: 10:00–10:25 hrs; Mode: VC/OAVM

Dividend

• Dividend not proposed due to absence of profit for 2025-26

Ordinary business

• Adopt financial statements for year ended 31 March 2026
• Re-appointment of Mrs. S. Jarina by rotation

Special business: Related party

• Approval to enter related party transactions with specified entities; caps for FY2026-27 and FY2027-28

Independent director appointment

• Nagayasamy Rajkumar appointed as Independent Director for 5-year term

Age-75 continuation

• Continuation of Alagarsamy Uthandan as Independent Director beyond 75 years for remainder of second term

Voting results

• Voting outcomes not disclosed in the filing; results to be announced post-scrutiny

Auditors

• No auditor appointment changes disclosed; statutory auditor attended meeting

Chairman’s remarks

• Chairman highlighted industry challenges and profit absence affecting dividend decision

Listing fee extension

• Stage I reminder: non-payment of Annual Listing Fees for FY 2026-27.
• Company asks extension to pay by 30 September 2026 due to weak financials.
• Extension requested as special case; references emails dated 15-05-2026 and 5-6-2026.
• Payment expected upon anticipated improvement in September 2026.
• Request to BSE for extension; awaiting approval.

AGM Details

• AGM scheduled for 7 September 2028 at 10:00 IST via VC/OAVM.
• 34th AGM to be conducted through video-conferencing/AVM per MCA SEBI guidelines.
• Integrated Annual Report 2025-28 including audited financial statements uploaded on company website.
• Notice and Annual Report available on stock exchange websites.
• Electronic voting facility enabled; members may vote remotely via e-voting prior to AGM.
• Notice dispatched to members with registered email IDs.

GST relief and pending tax appeals

• GST appeal allowed, GST liability for FY2018-19 reduced by Rs 2,17,22,955.
• Pending GST demands for FY2018-19: Rs 100.07 Lakhs and Rs 28.30 Lakhs.
• Pending Income Tax appeals for FY2012-13 and FY2013-14 include Rs 22.35, Rs 30.92, and Rs 17.62 Lakhs.