Sambandam Spinning Mills Ltd

Trading Window Closure

• Trading window closed for Board Members and Designated Persons with immediate relatives from 1 Oct 2026.
• Ends 48 hours after unaudited limited review of results for quarter and half-year ending 30 Sep 2026.

AGM Details

• Date and time: 18 September 2026, 10:45 AM, through video conferencing.
• Mode: virtual meeting (VC) under AGM guidelines.
• Remote e-voting open 13–17 September 2026; results announced at AGM.
• Consolidated Scrutinizer report dated 19 September 2026.
• Resolutions deemed passed by shareholders with requisite majority.

Key Resolutions

• Adoption of financial statements — Ordinary.
• Audit fees to statutory auditor — Ordinary.
• Re-appointment of retiring director J. Sakthivel — Ordinary.
• Ratification of fees payable to cost auditor — Ordinary.
• Continuation of Shri S. Dinakaran as Joint Managing Director upon attaining age 70 — Special.
• Reappointment of S. Bhaskaran as Non-Executive Independent Director for second term — Special.
• Appointment of T C A Srinivasa Prasad as Non-Executive Independent Director (75) — Special.
• Appointment of S. Prakash as Non-Executive Independent Director — Special.
• Acceptance of fixed deposits from members — Ordinary.

Voting Results

• Adoption of financial statements: passed by majority, 99.99% in favour.
• Audit fees to statutory auditor: passed by majority, 99.99% in favour.
• Re-appointment of retiring director J. Sakthivel: passed by majority, 99.99%.
• Ratification of fees payable to cost auditor: passed by majority, 99.99%.
• Continuation of Joint Managing Director: passed by majority, 99.99%.
• Reappointment of S. Bhaskaran as NED Independent: passed by majority, 99.99%.
• Appointment of T C A Srinivasa Prasad as Independent: passed by majority, 99.99%.
• Appointment of S. Prakash as Independent: passed by majority, 99.99%.
• Acceptance of fixed deposits: passed by majority, 99.99%.

Directors & Auditors Changes

• J. Sakthivel reappointed as retiring director.
• S. Bhaskaran reappointed as Non-Executive Independent Director for second term.
• T C A Srinivasa Prasad appointed as Non-Executive Independent Director (age 75).
• S. Prakash appointed as Non-Executive Independent Director.
• Audit fees to statutory auditor approved.
• Cost auditor fees ratified.

Director changes

• S. Bhaskaran reappointed as Non-Executive Director for second 3-year term from 14 Aug 2026.
• TCA Srinivasa Prasad appointed Non-Executive Independent Director for first 3-year term from 18 Sep 2026.
• S. Prakash appointed Non-Executive Independent Director for first 3-year term from 18 Sep 2026.
• Dr. V. Sekar tenure completed; ceased as Non-Executive Independent Director after AGM 18 Sep 2026.
• D. Balasundaram tenure completed; ceased as Non-Executive Independent Director after AGM 18 Sep 2026.
• Relationships: Not related to other Directors or KMP.
• Appointed NEIDs not debarred by SEBI or authorities.

AGM proceedings and key outcomes

• 52nd AGM held 18 September 2026 from 10:45 to 11:30 via VC/OAVM.
• Total attendees: 34 Members including promoter group directors.
• Board and key auditors attended; notice and annual report read.
• Scrutinizer appointed: Mr. K. Karthikeyan, Practising Cost Accountant.
• Remote e-voting from 13 Sep to 17 Sep 2026.
• E-voting results to be declared within two working days; uploaded on company site.
• Meeting concluded at 11:30 AM.

Financial performance

• Revenue from operations: Rs 26,366.45 lakhs in FY26; Rs 26,848.10 in FY25
• Profit before tax: Rs (746.62) lakhs; Profit after tax: Rs (574.20) lakhs
• Geographic mix: India Rs 24,870.47 lakhs; Outside India Rs 1,495.98
• Dividend declared in FY26: none
• Net debt: Rs 13,857.66 lakhs; debt-to-equity 1.73x

Debt & liquidity

• Total borrowings: long-term Rs 6,498.14; short-term Rs 7,377.58; total Rs 13,875.72
• Cash and cash equivalents: Rs 18.06; supplier-finance liabilities: Rs 733.20
• Trade receivables: Rs 1,892.46; impairment for credit losses Rs 77.21
• Net debt to equity ratio: 1.73x; liquidity monitored

Operations & assets

• Single yarn-focused business; no reportable segments under Ind AS 108
• Modernization of spinning mills to drive growth
• Value-added yarn focus (Mercerized, Mélange, Core yarn)

Geography & customers

• Geography: India 24,870.47 lakhs; Outside India 1,495.98 lakhs
• Total revenue from operations: 26,366.45 lakhs; domestic vs exports mix disclosed
• Export incentives and energy-related revenue contribute to non-core lines

Governance & board changes

• 52nd AGM on 18 Sep 2026; resolutions disclosed in Notice
• Nominations for independent directors: Sri TCA Srinivasa Prasad and Sri S. Prakash
• Proposed terms extend to 55th AGM (2029); board refresh planned

Audits & internal controls

• Statutory auditors: M/s P. N. Raghavendra Rao & Co; no qualifications
• Secretarial auditors: KUVS & Associates; no qualifications
• Internal controls over financial reporting are adequate and operating effectively

Related party transactions & associates

• Arm's-length related party transactions; omnibus approvals in place
• Sambandam Fabrics Private Limited provides corporate guarantee to CSB Bank
• Associate: Sambandam Siva Textiles; SPMM Health Care Services; equity method in consolidation

CSR & ESG

• CSR expenditure Rs 3.62 lakhs; no mandatory CSR obligation due to losses
• Green energy initiatives: wind and solar power; wastewater recycling and water reuse

Outlook & risks

• Cotton and yarn price volatility; industry-wide margin pressures
• Government support expected; ongoing cost-reduction measures
• Growth potential from FTAs and modernization efforts

Financial results

• Standalone quarter ended 30.06.2026: Revenue from operations Rs 5,999.22 Lakhs; Total income Rs 6,015.07 Lakhs.
• Total expenses Rs 5,966.02 Lakhs; PAT from continuing operations Rs 34.42 Lakhs.
• PBT before tax Rs 49.05 Lakhs; Basic/Diluted EPS Rs 0.90.
• Consolidated results include Rs 0.77 Lakhs share of profit from associate.
• Board approved unaudited results; Limited Review completed by Statutory Auditors.
• 52nd AGM on 18 September 2026; record date 11 September 2026; books closed 12–18 September 2026.
• Cessation of independent directors Sekar and Balasundaram; appointments Bhaskaran, Srinivasa Prasad, Prakash.
• Appointments: Bhaskaran 2nd term till 55th AGM (2029); Srinivasa Prasad and Prakash from 18 Sep 2026.
• Held-for-sale assets; depreciation not charged for period ended 30.06.2026.

Governance & AGM updates

• Board meeting held 13 Aug 2026; results approved for disclosure.
• 52nd AGM scheduled for 18 Sep 2026; e-voting from 11 Sep 2026.
• Record date fixed as 11 Sep 2026; share transfer books closed 12–18 Sep 2026.

Dematerialisation status

• Securities received for dematerialisation during quarter ended 30 June 2026 were processed and confirmed to depositories.
• The dematerialised securities have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical dematerialisation certificates were mutilated and cancelled after verification; depository name updated as registered owner within time limit.

Sambandam Spinning Mills Ltd trading window closed from July 1, 2026 until 48 hours after declaration of unaudited limited review of financial results for the quarter ended June 30, 2026

Credit Rating Action

• Long Term Bank Facilities downgraded to IVR BB/Stable from IVR BB+/Stable.
• Short Term Bank Facilities downgraded to IVR A4 from IVR A4+.
• Fixed Deposit rating downgraded to IVR BB/Stable from IVR BB+/Stable.
• Rating agency: Infomerics Valuation and Ratings Pvt. Ltd.
• Outlook remains Stable.

Rationale

• Downgrade due to weak liquidity and debt protection metrics projected for FY25.
• Profitability vulnerable to raw material price volatility.
• Operations are working capital intensive amid intense industry competition.
• Strengths include experienced promoters, established textile industry track record, and diversified geographical presence.