Dear Members,
Your Directors are pleased to present the 47 th Annual Report together
with the Audited Financial Statements for the year ended March 31, 2026 The Management
Discussion and Analysis is also included in this Report.
1. COMPANY PERFORMANCE
Maris Spinners Limited is a leading spinning mill engaged in the
manufacture of high-quality yarn for the domestic market, with captive renewable energy
assets comprising wind and solar power generation facilities.
For the financial year under review, the Company reported gross revenue
from operations of '17,517.37 lakhs, compared with '17,868.99 lakhs in the previous year.
The operating loss before tax was '216.43 lakhs, against '164.69 lakhs in the previous
year. The net loss for the year stood at '141.59 lakhs, compared to a net loss of '149.63
lakhs in the preceding year.
2. FINANCIAL HIGHLIGHTS
| S.NO. PARTICULARS |
2025-26 |
2024-25 |
| i Revenue from operations |
17,517.37 |
17,868.99 |
| ii Profit before exceptional items/extraordinary items and
tax |
(216.43) |
(164.69) |
| iii Exceptional and extraordinary items |
- |
- |
| iv Profit/Loss before tax |
(216.43) |
(164.69) |
| v Tax adjustments |
|
|
| For Current year |
- |
- |
| Relating to previous year |
- |
- |
| Deferred Tax |
(69.63) |
(39.07) |
| MAT credit entitlement |
- |
- |
| vi Other comprehensive income |
5.21 |
(24.01) |
| Profit (Loss) after tax |
(141.59) |
(149.63) |
| vii Earnings per share |
(1.79) |
(1.89) |
3. DIVIDEND AND RESERVES
In view of the loss incurred during the financial year 2025-26, the
Board of Directors has not recommended any dividend on the equity shares of the Company.
4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS
In accordance with the Companies (Indian Accounting Standards) Rules,
2015, notified by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company
transitioned to and adopted Indian Accounting Standards (Ind AS) from the financial year
2017-18. The financial statements are prepared in compliance with the applicable Ind AS
framework prescribed under the Act.
5. ANALYSIS AND REVIEW
Industry conditions and Review of operations
The Indian textile industry remains a vital contributor to the nation's
economy, generating significant employment, export earnings, and value addition. India is
the world's second-largest producer of textiles and garments and one of the largest
exporters of textile products. The country is also the second-largest producer of cotton
globally, providing a strong foundation for the domestic textile value chain.
The textile yarn industry, however, continues to face several
challenges, including:
• Availability of quality raw materials;
• Volatility in cotton and other input prices, which impacts
production costs, pricing strategies, and profitability; and
• Fluctuations in global demand and market conditions.
After experiencing subdued demand over the past two years, the Indian
cotton spinning industry has shown signs of recovery in recent quarters. Cotton prices
remained firm during the year, supported by sustained demand. Further, the implementation
of the India-UK Free Trade Agreement is expected to enhance export opportunities for
garments and made-ups, thereby benefiting the entire textile value chain and supporting
growth in textile exports.
Company Outlook
The outlook for the coming year remains cautiously optimistic, although
challenges relating to cotton prices, inflationary pressures, and global economic
uncertainties persist. The Company expects cotton prices to remain relatively stable and
continues to focus on operational agility and market responsiveness.
To strengthen its competitive position, the Company has aligned its
production capabilities to manufacture yarn counts that are in demand and has developed
the flexibility to switch between counts at short notice, thereby minimizing inventory
risks and improving customer service.
The Company is also actively exploring opportunities to introduce
value-added products to enhance margins and diversify its product portfolio. Continuous
efforts are being undertaken to improve operational efficiencies, optimize costs, and
rationalize processes with the objective of achieving improved financial and operational
performance.
Opportunities and Risks
The Indian textile and apparel industry continues to operate in a
challenging environment influenced by geopolitical developments, inflationary pressures,
and fluctuations in commodity prices. These factors have affected consumer spending on
apparel and home textiles in key export markets and have exerted pressure on liquidity
across the textile value chain.
The Company's performance remains sensitive to cotton prices, which are
influenced by climatic conditions, crop output, and market dynamics. Any significant
variation in cotton availability or pricing may impact yarn realizations and operating
margins.
The industry also faces intense competition from global textile
manufacturing hubs such as Vietnam and Bangladesh, which benefit from lower production
costs. In addition, the fragmented nature of the industry and rising costs related to
labour, land, finance, and raw materials continue to pose challenges.
Higher inflation, increased borrowing costs, fluctuations in cotton
prices, and pressure on yam realizations may adversely affect profitability. The Company
continues to closely monitor these risks and remains focused on cost optimization,
operational efficiency, product diversification, and market development initiatives to
mitigate their impact.
6. FINANCE AND ACCOUNTS
The financial statements have been prepared in accordance with Indian
Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules,
2015 notified under section 133 of the Companies Act, 2013, (the "Act") and
other relevant provisions of the Act.
There is no auditor's qualification in the financial statements for the
year under review.
7. LISTING
The Equity Shares of your Company are listed at BSE Limited, Mumbai
(BSE). The listing fees to the Stock Exchange and custodian fees to depositories viz. NDSL
and CDSL have been paid within time by the Company.
8. CORPORATE GOVERNANCE
Pursuant to Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance,
together with the Auditors' Certificate confirming compliance with the applicable
provisions, forms an integral part of this Annual Report as Annexure I (Page No. 28).
9. EXTRACT OF ANNUAL RETURN
In accordance with Section 92 of the Companies Act, 2013, the Annual
Return in Form MGT-7 for the financial year 2024-25 is hosted on the Company's website, www.maris.co.in . The Annual Return for the financial
year 2025-26 will be made available on the website after its filing with the Ministry of
Corporate Affairs (MCA).
10. SHARE CAPITAL
The company's paid-up capital as on 31-3-2026 was 7924760 Equity Shares
of '10 each amounting to '7,92,47,600/- after taking into account forfeiture of 247600
Equity Shares of '10 each made on 9th June 2021.
11. DIRECTORS
During the year under review, Mr. R. Thangamariappan (DIN: 11157167)
and Mr. R. S. Ganapathi (DIN: 11158900) were appointed as Technical Directors
(Non-Promoter and Executive Directors). Further, Mrs. Sumathi Viswanathan (DIN: 11220982)
was appointed as an Independent Director. Consequent to these appointments, the strength
of the Board increased to 11 Directors.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Harigovind and Mrs. Dhamayanthi Ananthakumar
retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered
themselves for re-appointment.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, that of its committees, and individual Directors, based on the criteria
recommended by the Nomination and Remuneration Committee.
The evaluation framework covered various aspects, including the Board's
composition and structure, effectiveness of its processes, quality of information flow,
functioning of Committees, Board-Management relationship, and discharge of roles and
responsibilities.
The performance of individual Directors, including Independent
Directors, was assessed based on parameters such as attendance and participation at Board
and Committee meetings, contribution of domain expertise, strategic guidance, and
commitment to corporate governance and compliance requirements.
The performance evaluation of the Chairman also included leadership
effectiveness, strategic direction, promotion of the Company's image and values, and
fostering a constructive relationship between the Board and Management.
The evaluation was conducted through a structured assessment process
approved by the Nomination and Remuneration Committee and was considered comprehensive and
appropriate to the size, composition, and responsibilities of the Board and its
Committees.
13. KEY MANAGERIAL PERSONNEL
The following are the key managerial personnel of the Company:
| Sr No. Name of the person |
DIN |
Designation |
Remuneration paid during the FY 2025-26 (Rs.
in Lakhs) |
| 1 Mr. T Raghuraman |
01722570 |
Managing Director With effect from 23.09.2023 |
12.00 |
| 2. Mr. A.Harigovind |
06428975 |
Wholetime Director |
|
| 3. Mr. Adithya Raghuraman |
08172745 |
Wholetime Director |
13.50 |
| 4. Mr. R Thangamariappan |
011157167 |
Technical Director (Whole time Director) |
15.67 |
| 5. Mr. R S Ganapathi |
11158900 |
Technical Director (Whole time Director) |
21.00 |
| 6. Mr. C Srinivasan |
AEMPC5175N |
Chief Financial Officer |
10.68 |
| 7. Mr. N Sridharan |
AOUPS2954K |
Company Secretary and Compliance Officer |
4.20 |
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year under review, four meetings of the Board of
Directors were held on 28th May 2025, 1st August 2025, 12th November 2025, and 11th
February 2026. The gap between any two consecutive meetings did not exceed the period
prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
The particulars of loans, guarantees, and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to the
Financial Statements. During the financial
year 2025-26, the Company did not grant any loans or provide any
guarantees falling within the scope of Section 186.
16. CAPITAL SUBSIDY RECEIVED FROM THE GOVERNMENT
The Company was sanctioned a capital subsidy of '5.74 crores by the
Government of Karnataka for the Unit I at Hunsur, Mysore Dt., Karnataka. The entire
sanctioned amount was received during the financial year under review.
17. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or
grievances.
18. RELATED PARTY TRANSACTIONS
All related party transactions during the year under review were
entered into in the ordinary course of business and on an arm's length basis. Accordingly,
the provisions of Section 188 of the Companies Act, 2013 are not attracted, and disclosure
in Form AOC-2 is not required. Further, there were no material related party transactions
with Promoters, Directors, or Key Managerial Personnel during the year.
The Company has established a structured framework for the
identification, monitoring, and reporting of related party transactions through Standard
Operating Procedures.
All related party transactions are placed before the Audit Committee
and the Board for approval. Omnibus approvals are obtained on a quarterly basis for
transactions of a repetitive nature. Transactions executed under such approvals are
periodically reviewed by the Risk Assurance function, and a consolidated statement of
related party transactions is submitted to the Audit Committee and the Board for review
and approval on a quarterly basis.
19. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, and based on
the information and explanations made available, the Directors confirm that:
(i) in the preparation of the annual accounts for the year ended 31
March 2026, the applicable accounting standards have been followed along with proper
explanations for any material departures, and have been applied consistently. Judgements
and estimates have been made on a reasonable and prudent basis to present a true and fair
view of the state of affairs of the Company as at 31 March 2026 and of the loss for the
year ended on that date;
(ii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iii) the annual accounts have been prepared on a going concern basis;
(iv) the Directors have laid down internal financial controls to be
followed by the Company and such controls are adequate and were operating effectively; and
(v) the Directors have devised proper systems to ensure compliance with
applicable laws and that such systems are adequate and operating effectively.
20. OTHER STATUTORY DISCLOSURES Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The policy is available at www.maris.co.in . Please refer Annexure 2 (Page No. 35)
for information other disclosures.
21. AUDITORS
a. Statutory Auditors
M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants,
Bengaluru (Firm Registration No. 007761S), were appointed as Statutory Auditors of the
Company for a term of four consecutive financial years, from the conclusion of the 44th
Annual General Meeting held in 2023 until the conclusion of the 48th Annual General
Meeting to be held in 2027, at such remuneration as may be approved by the Board of
Directors.
b. Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, the Company continues to
maintain cost records relating to its textile operations and carries out cost audits on an
annual basis.
Based on the recommendation of the Audit Committee, the Board of
Directors has appointed M/s A. Gopala Iyengar, Cost Accountants, as Cost Auditor of the
Company for the financial year 2026-27. A resolution seeking members' approval for
appointment and for the remuneration payable to the Cost Auditor is included in the Notice
convening the Annual General Meeting. The Board recommends the said appointment.
c. Secretarial Auditor
Pursuant to the provisions of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Mr. V. K. Shankararamann,
Company Secretary in Practice (PCS No. 5255), was appointed by the shareholders at the
Annual General Meeting held on 29 August 2025 to conduct the Secretarial Audit of the
Company for a period of five years from 1 April 2025 to 31 March 2030 (covering financial
years 2025-26 to 2029-30).
In accordance with Section 204 of the Companies Act, 2013 and the rules
made thereunder, the Secretarial Audit Report for the financial year 2025-26, issued by
Mr. V. K. Shankararamann, Company Secretary in Practice, is annexed to this Report as
Annexure 3 (Page No. 39) and forms an integral part thereof. The report does not contain
any qualifications, reservations, adverse remarks, or disclaimers.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an effective internal control and risk
mitigation framework, which is continuously reviewed and strengthened through the
introduction and revision of standard operating procedures. The internal control system is
commensurate with the size, scale, and complexity of its operations.
The internal and operational audit function is entrusted to M/s S.N.S.
Associates, Chennai, and Ms. B. Romi Vincy, Trichy, Chartered Accountants. The internal
audit process primarily focuses on evaluating internal controls, assessing risks,
reviewing business processes, and benchmarking practices against industry standards.
The Audit Committee of the Board periodically reviews the adequacy and
effectiveness of the internal control systems and recommends measures for improvement. The
Company also maintains a robust Management Information System, which forms an integral
part of its overall control framework.
Internal audit findings, along with corrective actions taken by
management, are periodically reported to the Audit Committee, Statutory Auditors, and
Business Heads. Significant audit observations and management responses are placed before
the Audit Committee for review, thereby enabling effective oversight and assurance to the
Board.
23. RISK MANAGEMENT
The Company has established a structured risk management framework that
defines its approach to identifying, assessing, monitoring, and mitigating risks. The
framework also includes periodic review of key risks, documentation of mitigating
controls, and an effective reporting mechanism.
The key risks faced by the Company are outlined below:
Financial Risks
The Company is exposed to interest rate fluctuations and has adopted a
prudent and conservative risk mitigation strategy to optimize borrowing costs and minimize
interest expense.
Commodity Price Risks
The Company is exposed to volatility in the prices of raw materials and
finished goods. These risks are managed through effective inventory management, proactive
vendor development, and operational efficiencies. The Company's strong reputation for
quality, product differentiation, service levels, and a well-established marketing network
further helps in mitigating the impact of price volatility on finished goods.
Regulatory Risks
The Company is subject to risks arising from various statutes and
regulatory frameworks, including the Competition Act. These risks are mitigated through
continuous monitoring of regulatory developments and regular compliance reviews.
Human Resource Risks
Retention of existing talent and attraction of skilled personnel remain
key focus areas. The Company addresses these risks through structured talent management
initiatives, training programmes, and continuous learning and development interventions.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In view of the losses incurred during the financial year 2025-26, the
provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the
Companies Act, 2013 are not applicable to the Company for the year under review.
25. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally
sustainable and safe operations. Its policy emphasizes conducting business activities in a
manner that ensures the safety of all stakeholders, compliance with applicable
environmental regulations, and the conservation of natural resources.
26. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
As on 31 March 2026, there are no proceedings either initiated by or
pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended,
before the National Company Law Tribunal or any other court.
27. PUBLIC DEPOSITS
During the year under review your company has not accepted any public
deposits under Chapter V of the Companies Act, 2013.
28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence, and dedication
demonstrated by its employees across all areas of its operations.
The Company remains committed to attracting, developing, and retaining
talent through robust learning and organizational development initiatives. These
initiatives, driven by the Corporate Human Resources function, serve as a key pillar in
supporting the Company's growth and long-term sustainability.
29. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee is set out below and is also
disclosed in the Corporate Governance Report.
The Audit Committee was re-constituted with effect from 12 November
2025, and the current composition is as follows:
Sri S. Kalyanaraman - Chairman
Sri S. Swaminathan - Member
Sri Parag H. Udani - Member
Smt Sumathi V - Member
30. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The composition of the Nomination and Remuneration Committee is set out
below and is also disclosed in the Corporate Governance Report.
The Committee was re-constituted with effect from 11 February 2026, and
the present composition is as follows:
Sri Parag H. Udani - Chairman
Sri S. Swaminathan - Member
Sri S. Kalyanaraman - Member
Sri T. Jayaraman - Member
Smt. Dhamayanthi Ananthakumar - Member
31. COMPOSITION OF STAKE HOLDERS RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee is set out
below and is also disclosed in the Corporate Governance Report.
The Committee was re-constituted with effect from 11 February 2026, and
the present composition is as follows:
Sri S. Swaminathan - Chairman
Sri Parag H. Udani - Member
Sri S. Kalyanaraman - Member
Sri A. Harigovind - Member
Sri Adithya Raghuraman - Member
32. PREVENTION OF INSIDER TRADING
The Company has adopted a Code for Prevention of Insider Trading with a
view to regulating trading in its securities by Directors and designated employees. The
Code mandates pre-clearance for transactions in the Company's shares and prohibits the
purchase or sale of shares by Directors and designated employees while in possession of
unpublished price sensitive information relating to the Company.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant or material orders were
passed by regulators, courts, or tribunals that would have an impact on the going concern
status or future operations of the Company.
34. STATUTORY INFORMATION
The information on conservation of energy, technology absorption, and
foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in the
Annexure to this Report.
The particulars required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forming part of the Directors' Report for the year ended 31 March
2026, are furnished in a separate Annexure (Annexure 4) to this Report.
The statement containing information as required under Rule 5(2) and
(3) of the said Rules also forms part of this Annual Report.
The Annual Report for the financial year 2025-26 is being circulated to
shareholders through electronic mode. Shareholders desiring a physical copy may write to
the Company Secretary at the Registered Office of the Company.
35. Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company maintains zero tolerance towards sexual harassment at the
workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual
Harassment in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2025-26, no complaints of sexual harassment
were received or disposed of.
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.
36. CONSERVATION OF ENERGY
In accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, the particulars relating to conservation of energy are furnished
in Form "A" (See Rule 2).
37. Disclosures Pertaining To Remuneration And Other Details As
Required Under Section 197 (12) Of The Companies Act, 2013 Read With Rules 5 (1) Of The
Companies (Appointment And Remuneration Of Managerial Personnel) Rules 2014 Are Provided
In The Annual Report.
| S.No. Name of the Director |
Designation |
Ratio of median Remuneration |
| 1. Sri T Raghuraman |
Managing Director |
8.27:1 |
| 2. Sri Adithya Raghuraman |
Wholetime Director |
10.34:1 |
| 3. Mr R Thangamariapan |
Technical Director |
10.80:1 |
| 4. Mr R S Ganapathi |
Technical Director |
14.47:1 |
| 5. Mr C Srinivasan |
CFO |
7.44:1 |
| 6. Mr N Sridharan |
Company Secretary |
2.89:1 |
| 7. The percentage increase in the median remuneration of
employees in the financial year |
9.42% |
|
| 8. The number of permanent employees on the rolls of Company |
499 |
|
| a. Average percentile increase already made in the salaries
of employees other than the managerial personnel in the financial year 2025-26. |
NIL |
|
| b. Average percentile increase in the managerial remuneration
in the financial year 2025-26. |
NIL |
|
| There are no exceptional circumstances for increase in the
managerial remuneration |
|
|
| Affirmation that the remuneration is as per the remuneration
policy of the Company |
Remuneration paid during the year 2025-26 is as per the
Remuneration Policy of the Company. |
|
38. TECHNOLOGY ABSORPTION
There was no technology absorption during the year under review.
39. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings : Nil Foreign exchange outgo : '6.09 lakhs
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation to the
Banks, Customers, Government Authorities, Suppliers, and Shareholders for their continued
support and cooperation.
The Directors also express their gratitude to all employees of the
Company for their dedication, commitment, and valuable contribution to the Company's
performance.
|