Dear Shareholders,
I am happy to welcome you all to the 37th AGM of the Company.
- The Directors’ Report and accounts have been with you for some time now, and I am pleased to draw your attention to the fact that the Company has made further progress during the financial year 2024–25. The total income amounted to Rs. 728.58 Crores, compared to Rs. 846.21 Crores in the previous year, representing a decline of 13.90%, as against a decline of 1.76% in the year before that.
The gross profit stood at Rs. 113.63 Crores, marginally higher than Rs. 112.95 Crores in the previous year, showing an increase of 0.60%, in contrast to a decline of 38.04% in the preceding fiscal. - For the first quarter ended 30th June 2025, the Company achieved a total sales turnover of Rs. 183.95 Crores, of which exports constituted Rs. 137.76 Crores. The net profit after tax for the period was Rs. 15.92 Crores, and the cash profit stood at Rs. 20.80 Crores.
- We have continued to invest in production facilities to cater to emerging market trends and the growing demand for products with blended materials. In line with this, new brands have been added to our portfolio.
- We have also made targeted investments in Factory Building and Plant & Machinery, wherever necessary. The total investment made was Rs. 51.58 Crores, as upto now, out of which for the current year Rs.41.88 Crores, aimed at meeting the demands for blended products and modernization. All these investments have been funded entirely through internal accruals.
- While geopolitical tensions persist and the overall environment remains unsettled, we have been able to sustain our operations effectively. The resumption of smooth transportation through the Red Sea has partially restored normalcy for movement of materials. This will facilitate sign of better freight charges and quick lead time for deliveries.
- Interest costs have started to soften, and we continue to focus on further reducing the cost of borrowings.
- Cotton prices are stabilizing, and we do not anticipate major volatility in the near future.
- We are responding cautiously to market demand for cotton yarn and other special and niche products.
- Our engagement with leading brands suggests a return to normalcy is underway, and we remain optimistic that demand will revive in the near future.
- Despite our focus on quality and value, we encounter competition from players who price their products aggressively, and the market tends to accept these without thorough assessment of quality
- The ongoing expansion project is expected to commence regular production within the next one month.
- The Company’s renewable energy sources currently meet approximately 82% to 84% of its total energy requirements.
- By maximizing captive use of clean energy, the Company contributes to the Clean Development Mechanism (CDM) and supports global climate change mitigation efforts.
- The renewable energy initiatives led to an estimated reduction of 35,723.23 tonnes of CO2 emissions, reinforcing the Company’s commitment to environmental sustainability.
- Current Year Update: In the current year, the contribution from renewable energy has increased to 88% of total energy requirements. This improvement is primarily due to the strong performance of windmills, supported by favorable wind conditions.
- The financial performance for FY 2024–25 must be viewed in the context of the broader macroeconomic and industry environment.
- During the year 2024–25, we have undertaken various CSR initiatives, as per statutory requirements. These need-based projects were focused on impactful areas, and a total amount of Rs. 3.26 Crores was spent on CSR activities.
I hope that the members would appreciate the consistent performance of the Company and the overall growth achieved. Thank you
Summary Of Proceedings of 37th Annual General Meeting of Ambika Cotton Mills Limited
A. Date, time and Venue of the Annual General Meeting
The 37th Annual General Meeting of Ambika Cotton Mills Limited was held on Saturday 27th September, 2025 through VO/OAVM at the deemed venue of the Registered Office of the Company. The meeting commenced at 12.00 Noon and concluded at 1.15PM on the same date.
B. Proceeding in brief :
Sri. P.V.Chandran Chairman and Managing Director Chaired the Meeting
- The requisite quorum being present, the Chairman declared the meeting as commenced
- The Chairman addressed the Shareholders
- Mrs. Vidya Jyothish Director started with the formal proceedings of the meeting. She informed that the meeting was held through VC/ OAVM in compliance with the circulars issued bythe Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India.
- She further informed the shareholders that e- Voting facility being provided by the company through CDSL commenced at 9.00 AM on 24th September 2025 and ended at 5.00 PM on 26th September 2025.
- She further informed the shareholders that the members who have not casted their vote through remote e-Voting and are otherwise not barred from doing so, can vote through Venue Voting facility .
- The following items of the business as set out in the 37th Annual General Notice calling the meeting were put for Shareholders’ approval .
| Resolution No. | Resolution Description |
|---|---|
| 1 | Ordinary Resolution – To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2025 comprising of the Balance Sheet as 31st March , 2025, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and Reports of Directors and Auditors thereon. |
| 2 | Ordinary Resolution – To declare a Final Dividend of Rs.37/- per equity share for the Financial year 2024-2025. |
| 3 | Ordinary Resolution – To appoint a Director in place of Mrs. Bhavya Chandran (DIN 02080649) who retires by rotation and being eligible offers herself for re-appointment. |
| 4 | Special Resolution – Approval for Continued Holding of Office by Dr. K. Venkatachalam (DIN: 01062171) as Non-Executive Director upon attaining the age of 75 Years and thereafter in accordance with Regulation 17(1A) and the proviso thereto of SEBI (LODR) Regulations, 2015. |
| 5 | Ordinary Resolution – Appointment of Sri. Sundararajan Baalaji, B.Com., FCS. (Membership No. 5966, Certificate of Practice No. 3514, Peer Review Certificate No.774/2020), Practicing Company Secretary, Coimbatore , as Secretarial Auditor of the Company for a term of five (5) consecutive financial years. |
| 6 | Special Resolution – Amendment of Article 69(a) of the Articles of Association of the Company. |
| 7 | Special Resolution – Approval for Voluntary Delisting of Equity Shares from BSE Limited (BSE). |
| 8 | Ordinary Resolution – To ratify/ confirm the Remuneration of the Cost Auditors for the financial year 2025-26. |
The text of resolutions along with explanatory statement has already been circulated
- The members actively participated and called for information through e-mails and also at the meeting which were categorized and answered by the Chairman. The members who have participated duly appreciated the performance of the Company
- It was informed to the members that Mr. K.Murali Mohan, Chartered Accountant , Coimbatore was appointed as the scrutinizer for the purpose of scrutinizing the e-voting process.
- It was further informed to the members that the results of the e-voting shall be disseminated to the stock exchanges and also uploaded on the website of the company and CDSL (www.evotingindia.com) within 2 working days of conclusion of the Annual General meeting
- Thereafter Mrs. Vidya Jyothish , Director concluded the meeting with a vote of thanks to the Chairman, Directors present, Auditors and Shareholders’.
Manner of Approval
- Pursuant to the provisions of the Companies Act, 2013 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (the “Listing Regulations”) , the company had provided remote e-voting facility to the Members to cast votes electronically, on all the resolutions set out in the notice.
- Further the facility to vote on the resolutions through electronic voting system at meeting (venue voting) was made available to the Members who participated in the meeting and had not cast their votes through remote e-voting
- The results on all the resolutions set out in the Notice calling the Annual General meeting shall be disseminated shortly.