Pasari Spinning Mills Ltd

Pasari Spinning Mills Limited trading window closure from 1 October 2026 until 48 hours after the declaration of unaudited financial results for the quarter ending September 30, 2026.

Director Re-appointment

• Re-appoints Mr. Byadarahally Lakshmaiah Pundareeka as Non-executive Independent Director for a second five-year term (2026–2031).
• Effective from 20 September 2026 to 19 September 2031.
• Reason: re-appointment based on Nomination and Remuneration Committee recommendation.
• Not debarred by SEBI and not disqualified from holding office.
• Profile: Engineer with B.E. and M.Tech; Founder and Director of V.PRAM Power Company Private Limited.
• Cleared Independent Director exam on 04 December 2020.
• Disclosure: Not related to any other directors.

AGM Details

• AGM held on 19 September 2026 at 11:00 AM via VC/OAVM.
• Meeting concluded at 11:22 AM; start time 11:00 AM.
• Record date: 11 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt audited balance sheet, P&L, cash flow, boards and auditors' reports.
• Resolution 2 (Ordinary): Re-appoint Kolagunda Kumar Siddappa as director on rotation.
• Resolution 3 (Special): Re-appoint Byadarahally Lakshmaiah Pundareeka as Independent Director for second five-year term.

Voting Results

• Resolution 1 passed; 99.17% in favour, 0.82% against.
• Resolution 2 passed; 99.17% in favour, 0.82% against.
• Resolution 3 passed; 99.17% in favour, 0.82% against.

Director Changes

• Siddappa re-appointed as director on rotation.
• Pundareeka re-appointed as Independent Director for second term.

AGM details

• Date: 19 Sep 2026; Time: 11:00–11:22 IST; Mode: VC/AV Means.

Resolutions

• Ordinary: adopt audited financials, boards' report and auditors' report.
• Ordinary: appoint director in place of retiring by rotation.
• Special: re-appointment of independent director for second five-year term.

Voting status

• Voting results to be submitted to the Stock Exchange within 48 hours and uploaded online.

Directors

• Retiring-by-rotation director to seek re-appointment.
• Independent director to be re-appointed for a second five-year term.

Auditors

• Statutory auditors were in attendance; no changes announced in this communication.

Financial highlights

• Total revenue for FY2025-26 was Rs 53,25,285.
• Profit before tax stood at Rs 27,93,809.
• Profit for the year amounted to Rs 27,95,992.
• No dividend was declared for the year.
• Profit was transferred to reserves and surplus.

Business status and operations

• Production operations have been discontinued since 2010-11.
• Factory premises are leased; the company reported no sales in the year.
• T.K.R Textiles Private Limited is an associate, now struck off.

Capital structure and shareholding

• Authorized capital is Rs 14 crore; paid-up capital is Rs 13.8 crore.
• There was no change in capital during the year.
• Equity shares issued: 1,38,00,000 shares of Rs 10 each.
• Promoter stake: 53.06%; public: 46.94%.
• Share dematerialisation reached 92.83% as of 30 June 2026.
• Total shareholders: 11,476.

Related party transactions

• Material related-party borrowing: Pasari Exports Limited Rs 1,21,45,190.
• Loans to MD, CFO and relatives total Rs 6.69 lakh.
• Related party disclosures are in Annexure III.

Audit and governance

• Statutory auditors: Rao & Emmar Chartered Accountants.
• Secretarial auditors: Vinay & Ashwini Company Secretaries.
• Internal auditor: Rayaluru Venkatapathi, Cost Accountant.
• CFO did not sign the financial statements due to medical reasons.

Going concern and risk factors

• Ongoing dispute with Cotton Corporation of India; potential going-concern risk.
• Interim stay granted by Karnataka High Court on related execution proceedings.
• Management notes the going concern basis is recognized in the statements.

Governance and compliance

• Independent Director Byadarahally Lakshmaiah Pundareeka reappointed for five years (2026–2031).
• Independent Directors meeting held on 07 Aug 2025.
• Board meetings conducted five times in FY2025-26.
• Directors waived remuneration due to non-profitability.

Investor information and disclosures

• Listed on BSE; stock code 521080; ISIN INE604F01010.
• AGM conducted via VC/OAVM; remote e-voting Sept 14–18, 2026.
• CSR provisions not applicable; no deposits accepted.

AGM Details

• AGM on 19.09.2026 at 11:00 A.M. through Video Conferencing/Other Audio-Visual Means

Voting and Register Timelines

• Cut-off date for remote e-voting: 11.09.2026
• Register of Members closes 11.09.2026 to 19.09.2026 (inclusive)

AGM Details

• Date and time: 19 September 2026 at 11:00 AM.
• Mode: Video Conference / Other Audio Visual Means.
• Record/Book closure: 11 September 2026 to 19 September 2026.
• Remote e-voting: 14 Sep 2026 09:00 to 18 Sep 2026 17:00.

Resolutions

• Ordinary: Adopt financial statements and accompanying reports for FY 2025-26.
• Ordinary: Re-appoint director retiring by rotation.
• Special: Re-appoint independent director for a second five-year term (Sept 2026–Sept 2031).
• Special: Authorize board to take necessary steps to implement the resolution.

Director changes

• Director retiring by rotation: Kolagunda Kumar Siddappa.
• Independent director re-appointment: Byadarahally Lakshmaiah Pundareeka for second term.

Voting & results

• Voting results not disclosed in the filing.

Key board decisions

• Approved quarterly unaudited standalone financial results for quarter ended 30 June 2026 with Limited Review Report.
• Appointed Mr. Rayaluru Venkatapathi, cost accountant, as Internal Auditor.

Regulatory and audit matters

• Ongoing dispute with Cotton Corporation of India; contingent liability Rs. 639.23 Lakhs disclosed.
• Arbitration before Karnataka High Court; interim stay on related execution proceedings.
• CFO signature missing on the Statement; auditor notes governance-related matter.
• Statement excludes balance sheet items and cash flows; to be submitted with annual/half-year results.