Seasons Textiles Ltd

AGM Highlights

• Transcript of the 40th AGM held on 19 August 2026 via video conferencing.
• 61 members attended; requisite quorum present; meeting organized virtually per MCA/SEBI rules.
• E-voting window: Aug 16-18, 2026; 15-minute post-meeting voting window.
• Auditors' reports for FY2025-26 were unqualified; no qualifications or adverse observations.
• Revenue from operations for FY2025-26: 2,338.33 lakhs; previous year 2,739.81.
• Profit for FY2025-26: 16.55 lakhs; prior year loss of 33.53 lakhs.
• Ordinary business: adopt audited financial statements for year ended March 31, 2026.
• Special business: reappoint Mrs. Vadwa as director by rotation.
• Special business: approve lease, sale or disposal of undertaking under Companies Act 2013.
• Results of AGM to be declared within two working days.

AGM Details

• Date and time: 19 August 2026, 12:36 PM.
• Mode: video conferencing (VC) for the AGM.

Attendance

• VC attendees: total 91 (3 promoters, 88 public).

Resolutions and Voting

• All AGM notice resolutions approved by equity shareholders via e-voting.

AGM Proceedings

• AGM held on 19 Aug 2026 at 12:36 p.m. via VC/OAVM.
• Remote e-voting ran Aug 16–18, 2026 with 15-minute post-meeting window.
• Ordinary: Adoption of audited financial statements for year ended Mar 31, 2026.
• Ordinary: Re-appointment of Neelam Wadhwa, retiring by rotation.
• Special: Approval of disposal/lease/sale of undertaking under Section 180(1)(a).
• Cut-off date Aug 12, 2026; total members 9,159.
• Statutory and secretarial reports contained no qualifications or adverse remarks.
• Meeting duration 12:36 p.m. to 1:02 p.m.; attendance via VC.
• Scrutinizer to publish results on company and BSE websites within two days.

Board decisions

• Board approved unaudited standalone Q1 FY2026 results for quarter ended 30 June 2026.
• Independent Auditor's Limited Review Report on the unaudited results submitted.

Financial highlights

• Total income for year ended 31 Mar 2026: 2,338.33 Lakh.
• Revenue from operations: 2,329.86 Lakh; prior year 2,730.12.
• Profit after tax: 16.55 Lakh; basic/diluted EPS: 0.22.
• Other comprehensive income: 21.69 Lakh; total comprehensive income: 38.24 Lakh.
• Dividend: no dividend declared for the year.
• Net cash from operating activities: 435.49 Lakh.
• Net cash from investing activities: 6.41 Lakh; financing activities: (375.29) Lakh.
• Cash and cash equivalents at year-end: 175.26 Lakh.

Operational profile

• Single business segment: Textiles; operations located in India.
• Export earnings: 1,891.00 Lakh; foreign exchange outgo: 184.00 Lakh.
• Energy efficiency measures installed; shuttle-less looms aimed at cost savings.
• Purchased energy: 954,343 units; cost 95.38 L.
• Own generation: 6,370.45 units; cost per unit 43.86.
• R&D: innovative fabric designs; no capital or recurring R&D expenditure.
• Inventory: raw materials 1,259.13 Lakh; finished goods 322.01 Lakh.

Capital structure & liquidity

• Share capital: 749.03 Lakh; total equity: 3,508.68 Lakh.
• Borrowings: non-current 1,089.60 Lakh; current 912.64 Lakh; total 2,002.24 Lakh.
• Deferred tax liabilities: 186.60 Lakh.
• Current ratio: 2.11; debt-equity: 0.57; debt-service coverage: 0.14.
• Promoter holdings: Inderjeet Singh Wadhwa 42.63%; Neelam Wadhwa 18.67%.

Governance & shareholders

• Board: Inderjeet Singh Wadhwa (MD), Neelam Wadhwa (Executive Dir), Kavita Rani (Independent).
• Sumer Singh Wadhwa resigned as NED on 18 Oct 2025.
• Neelam Wadhwa appointed Whole-Time Director on 18 Oct 2025.
• Audit Committee: chair Sunil Kumar Mehdiratta; members Manish Chandra and Kavita Rani; 4/4 meetings.
• Nomination & Remuneration Committee: Kavita Rani (Chair); Sunil Mehdiratta, Manish Chandra; 2 meetings.
• Remuneration paid: MD 41.81 L; Neelam Wadhwa 12.01 L; others 0.80 L each.
• Independent directors receive only sitting fees.

Audit & internal controls

• Statutory auditors: Bhatia & Bhatia; Secretarial auditor: Pramod Kothari & Co.
• Internal financial controls: Adequate; no material weakness observed.
• Auditors’ report: true and fair view; no material uncertainty on going concern.
• Secretarial audit: Board processes in place; no material non-compliance noted.

AGM & regulatory

• 40th AGM on 19 Aug 2026; VC/OAVM; record date 12 Aug 2026.
• Special Resolution: to sell/lease undertakings under Section 180(1)(a).
• Register of members closed 13-19 Aug 2026.
• Remote e-voting window: 16-18 Aug 2026; voting via CDSL.

Risks & contingencies

• Contingent liabilities: foreign bills 58.36 Lakh; LC 129.72 Lakh.
• Credit risk and liquidity risk managed per Ind AS 107.

Related party disclosures

• Related party transactions: Sales to key managerial personnel/relatives 128.55 Lakh.
• Remuneration to key managerial personnel: 53.82 Lakh.
• Outstanding balances due from related parties: 141.82 Lakh.

AGM date and venue

• 39th AGM on 19 August 2026 to be held via VC/OAVM at the registered office.
• Venue deemed at the company's registered office: 26, Feroze Gandhi Road, New Delhi.
• Book closure from 13 to 19 August 2026 for AGM and share transfers.

Dematerialisation/rematerialisation status

• No information on processing of dematerialisation/rematerialisation requests is provided.