Koiya International Limited (formerly Popees Cares Limited) has filed its annual report for FY26 ahead of its 32nd Annual General Meeting (AGM) scheduled for September 30, 2026. The meeting will focus on approving a 99% reduction in share capital to set off accumulated losses and appointing a new Managing Director.

The Board approved these items during its meeting on September 4, 2026. Central Depository Services (India) Limited (CDSL) will facilitate remote e-voting and Video Conference (VC) facilities for shareholders.

Key Agenda Items

The AGM notice outlines several ordinary and special resolutions for shareholder approval:

• Capital Reduction: A special resolution seeks approval to modify the Scheme of Reduction of Share Capital. This involves reducing paid-up capital by ₹5,96,15,820, representing a 99% reduction. The move aims to set off accumulated losses of ₹9,05,32,820 as per the company's clarification to the Regional Director.
• New Managing Director: Shareholders will vote on the appointment of Mrs. Kattakota Satyabati Devi as Managing Director for three years, effective August 11, 2026. Her remuneration is capped at ₹60,000 per annum.
• Director Regularization: The board proposes regularizing the appointment of Mr. Arunraj Charivukalayil Baburaj as a Non-Executive, Non-Independent Director.
• Re-appointment: Mrs. Linta Purayidathil Jose, Whole-time Director, retires by rotation and offers herself for re-appointment.

Revised AGM Schedule

The AGM will be conducted via Video Conference or Other Audio-Visual Means (OAVM). Key dates for shareholders are as follows:

Corporate Office Relocation

The Board approved changing the Company’s Corporate Office address to B-136, Ansa Industrial Estate, Sakivihat Road, Andheri East, Mumbai - 400072, with immediate effect. The registered office remains in Chennai.

Financial Context

The proposed capital reduction reflects the company's accumulated losses. As per the explanatory statement, the net worth stood at negative ₹60,64,832 as on March 31, 2025. The reduction aims to align the shareholding pattern with the revised position following partial sales by promoters during the pendency of NCLT proceedings.

FY26 Financial Performance

For the financial year ended March 31, 2026, the company reported no revenue from operations. Total expenses decreased by 25.61% to ₹31.36 lakh compared to ₹42.16 lakh in FY25, largely due to lower other expenses including a one-off fine in the previous year. This resulted in a net loss of ₹31.36 lakh, an improvement from the net loss of ₹41.84 lakh in FY25.

The company’s current liabilities of ₹122.88 lakh exceeded current assets of ₹25.93 lakh as on March 31, 2026, resulting in a current ratio of 0.21. Accumulated losses of ₹700.40 lakh have eroded the company’s paid-up equity share capital, leading to a negative net worth of ₹95.97 lakh.

Koiya International Limited (formerly Popees Cares Limited) reported a standalone net loss of ₹3.49 lakh for the first quarter ended June 30, 2026, a significant improvement from the ₹6.19 lakh loss recorded in Q1FY25. The reduction in deficit was driven by stringent cost containment measures, with total expenses declining to ₹3.49 lakh from ₹6.19 lakh in the prior year period, despite the company generating no revenue from operations. This stabilization is critical as the firm navigates a phase without operating income.

The Board of Directors approved the unaudited financial results on August 11, 2026, pursuant to Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the Audit Committee and subjected to a limited review by statutory auditors Mahesh C. Solanki & Co., Chartered Accountants. The auditors issued an unmodified opinion, confirming compliance with Indian Accounting Standard 34 (Ind AS 34).

Financial Performance Overview

The company continues to operate without revenue from operations, relying entirely on expense management to mitigate losses. Total expenses for Q1FY26 stood at ₹3.49 lakh, down significantly from ₹4.76 lakh in Q4FY25 and ₹6.19 lakh in Q1FY25. Employee benefit expenses decreased to ₹0.60 lakh from ₹1.67 lakh in the prior year quarter, while other expenses fell to ₹2.83 lakh from ₹4.52 lakh. Depreciation and amortization expenses were recorded at ₹0.06 lakh.

Basic earnings per share stood at a loss of ₹0.06 per equity share, compared to a loss of ₹0.10 per share in Q1FY25 and ₹0.08 per share in Q4FY25. The paid-up capital remains unchanged at ₹604.40 lakh, with a face value of ₹10.00 per share.

Board Appointments and Corporate Actions

The Board appointed Mrs. Kattakota Satyabati Devi as an Additional Director designated as Executive-Managing Director, subject to shareholder approval at the ensuing Annual General Meeting. She was also appointed as Chief Financial Officer effective August 11, 2026. Ms. Devi holds a bachelor's degree and possesses expertise in management. She is not related to any existing director of the company.

The Board reconstituted its statutory committees. Omkar Mundhra serves as Chairman of both the Audit Committee and the Stakeholders Relationship Committee, while Sumita Mishra chairs the Nomination and Remuneration Committee. Saroj Kumar Choudhury serves as a member across all three committees. The company has scheduled its 32nd Annual General Meeting for September 28, 2026, to be held through Video Conferencing or Other Audio Visual Means. CDSL has been appointed as the intermediary for e-voting, and Lakshmmi Subramanian & Associates as the scrutinizer.