S.P. Apparels Ltd

Dematerialisation status

• The RTA confirmed processing of all dematerialisation requests and listing of the securities on exchanges.
• Physical certificates were mutilated and cancelled after verification, with the depository substituted as registered owner within prescribed timelines.

S.P. Apparels Limited — Trading window closed from 01 October 2026 and will reopen 48 hours after the declaration of financial results for the quarter ended 30 September 2026

AGM Details

• AGM held on 21 September 2026 at 04:00 PM IST via VC/OAVM.

Resolutions & Outcomes

• Item 1 (Ordinary): Adoption of financial statements; passed; two abstentions.
• Item 2 (Ordinary): Dividend declared; passed; no significant dissent.
• Item 3 (Ordinary): Re-appointment of Mrs. S. Latha; passed; minor dissent 0.09%.
• Item 4 (Special): Sub-division of face value; passed; no meaningful opposition.
• Item 5 (Special): Alteration of MOA Capital Clause; passed; no significant dissent.

Overview

• Revised annual report FY2025-26 filed; AGM corrections and post-subdivision capital details updated.

Financials

• Standalone FY26 revenue Rs11,134.4m; PAT Rs878.42m; Consolidated revenue Rs15,786.37m; PAT Rs1009.45m.

Dividend

• Dividend proposed: Rs 3 per equity share; total Rs 75.42m, subject to AGM approval and tax deduction.

Stock split

• Stock subdivision approved: 1 for 5 (Rs10 to Rs2); record date to be fixed; capital unchanged.

ESOP details

• ESOP 2024: 186,030 options granted; 1,40,473 outstanding; 46,283 exercised; 726 new options in 2025-26; exercise Rs250.
• Option movement: outstanding 1,40,473; 726 granted in 2025-26; 46,283 exercised; vesting over 12–48 months.

Governance

• Governance: Sundararajan appointed MD; Latha reappointed ED; Ravishankar and Srinivas Chidambaram Independent Directors; Anand Kumar retired.

CSR

• CSR spend Rs25.23m; Rs13.43m to SP Charitable Trust; policy disclosed; annual CSR report annexed.

Subsidiaries

• Material subsidiaries: Young Brand Apparel Private Limited and Young Brand Global Private Limited; Sri Lanka operations commenced in 2025.

AGM Details

• Date and time: 21 September 2026 at 04:00 PM IST
• Mode: VC/OAVM facility
• Attendance: 45 members representing 1,52,57,995 shares
• Remote e-voting: 18–20 Sep 2026; Scrutinizer appointed

Resolutions put to vote

• Adoption of audited stand-alone and consolidated financial statements (Ordinary) — results pending
• Dividend declaration on equity shares (Ordinary) — results pending
• Re-appointment of S. Latha as Director on rotation (Ordinary) — results pending
• Sub-division of face value from Rs 10 to Rs 2 (Special) — results pending
• Alteration of Capital Clause of MOA (Special) — results pending

Other AGM details

• AGM concluded at 4:45 PM
• Post-meeting e-voting available for 15 minutes
• Results to be declared within prescribed time; posted on company website

Insider share sale

• Managing Director P. Sundararajan sold 5,00,000 SPAL shares in a market transaction.
• Form C disclosure under Regulation 7(2) of insider trading regulations enclosed.

AGM and Annual Report update

• 21st AGM on 21 September 2026 at 4:00 PM IST via VC/OAVM.
• Annual Report 2025-26 available online; web-link and exact path provided.
• Email registration cut-off date: 24 August 2026.
• Reminder to update KYC details and dematerialise physical securities.
• KYC requires PAN, address, mobile, bank details, and nomination.
• Electronic payments only for unupdated physical folios from 1 April 2024.
• Nomination and KYC formats available on the company website.
• Annual Report path: SPAL-Annual-Report.pdf on the site.

Financials

• Standalone Revenue from Operations: Rs 11,134.38 million.
• Consolidated Revenue from Operations: Rs 15,786.37 million, up 13.2% YoY.
• Standalone EBITDA: Rs 1,813.4 million; EBITDA margin 16.5%.
• PAT standalone: Rs 878.42 million; Consolidated PAT: Rs 1,009.45 million.
• Standalone EPS: Rs 35.0; Consolidated EPS: Rs 40.22.
• Dividend per share Rs 3; aggregate dividend Rs 75.42 million.
• Capex additions: Rs 1,003.96 million; Gross assets Rs 8,916.26 million; Net fixed assets Rs 4,901.42 million.

Business performance by segment

• Garment division core; FY26 adjusted revenue Rs 14,219.0 million and adjusted EBITDA Rs 2,30.0 million.
• SPAL Young Brand Apparel adjusted revenue Rs 3,212.6 million; adjusted EBITDA Rs 492.3 million.
• SPUK (UK) revenue GBP 7.5 million; EBITDA positive Rs 11.0 million.
• Retail segment FY26 revenue Rs 71.54 crore with EBITDA turning positive; losses narrowed.
• Sri Lanka operations commenced April 2025; FOB export top line around Rs 450 million in year.
• Synergy from spinning, dyeing, and garmenting enhances quality and cost controls.

Strategic developments & capacity expansion

• New Sri Lanka factories to be scaled to four within 12 months.
• Solar capacity expansion targeted to reach around 4.5 MW by March 2027.
• Sri Lanka diversification aims to reduce India concentration and tariff exposure.

Capital structure & liquidity

• Standalone net debt Rs 2,358.54 million; net debt to equity 25%.
• Consolidated net debt Rs 3,601.38 million; gearing 38%.
• Net cash from operating activities: Rs 1,691.14 million (Standalone); Rs 2,086.85 million (Consolidated).

Dividends, ESOP & capital actions

• Dividend per share Rs 3; aggregate Rs 75.42 million, subject to AGM.
• Stock split/sub-division proposed: from Rs 10 to Rs 2, record date to be fixed.
• SPAL ESOP 2024: 186,030 options granted; 140,473 options outstanding.

Subsidiaries & material entities

• Young Brand Apparel Private Limited and Young Brand Global Private Limited are material subsidiaries.
• SPAL's material subsidiaries’ governance and reporting included in annual report.

Governance, risk & controls

• Independent director Ravishankar Balaraman appointed by Postal Ballot (Dec 27, 2025).
• Srinivas Chidambaram appointed Independent Director (Nov 12, 2025).
• Dividend Distribution Policy approved; internal controls robust; no material audit qualifications.

Sustainability, energy & CSR

• 86% of power from renewable sources in FY26; total renewable energy consumption 39.33 MU.
• Total energy consumption 45.55 MU; annual energy-saving investments Rs 14.52 million.
• CSR expenditure for FY26: Rs 25.23 million; education and rural development initiatives.

AGM Details

• AGM scheduled for 21 September 2026 at 4:00 PM IST via VC/OAVM.
• Book closure from 15 September to 21 September 2026; record date 14 September 2026.

Ordinary Business

• Adopt standalone and consolidated financial statements with directors' and auditors' reports.
• Declare dividend for the year ended 31 March 2026.
• Re-appoint Mrs. S. Latha by rotation.

Special Business

• Sub-division of equity shares from face value Rs 10 to Rs 2; record date to be fixed.
• Alter MOA capital clause; authorized capital set at Rs 47.25 crore.
• ESOP 2024 adjustments to reflect subdivision; no separate member approval required.

Directors & Remuneration

• Re-appointment of S. Latha by rotation; remuneration: Rs 6 lakh per month plus 1% commission.
• Director remains Executive; eligible for re-appointment.

Auditors

• Statutory auditors ASA & Associates LLP continue; no new appointment proposed at this AGM.