Popular Foundations Limited has confirmed full compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations and the Companies Act, 2013 for the financial year ended March 31, 2026. The secretarial audit report, conducted by Practicing Company Secretary R Mukundan, verified the entity's conformity with key statutory provisions and adherence to good corporate practices.

The audit examined compliance with the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, and the Foreign Exchange Management Act, 1999. It also reviewed regulations under the SEBI Act, 1992, including those related to insider trading, substantial acquisition of shares, and issue of capital. The report confirmed that the company maintained proper board processes and compliance mechanisms commensurate with its size and operations.

Specific affirmations regarding the company's operational framework were detailed in the filing. The report noted that the Board of Directors is duly constituted with a proper balance of executive, non-executive, and independent directors. Changes in board composition during the period were carried out in compliance with the Act. Adequate notice was provided for board meetings, and decisions recorded in the minutes were unanimous with no dissenting views.

The verification process also covered related party transactions and event disclosures. The report stated that all related party transactions during the review period were duly approved by the Audit Committee. Furthermore, the entity ensured timely dissemination of required information under Regulation 30 of the LODR Regulations. The audit confirmed that no actions were taken against the listed entity, its promoters, or directors by SEBI or stock exchanges during the financial year.

Compliance Status Overview

The report was conducted in accordance with the Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India. It clarifies that the responsibility for compliance and authenticity of documents rests with the management, while the secretary's role is limited to reporting based on examination.

Popular Foundations reported a 73.5% decline in net profit to ₹100.89 lakh for the financial year ended March 31, 2026, compared to ₹380.87 lakh in the previous year. The company’s revenue from operations rose 5.3% to ₹6,178.59 lakh from ₹5,867.92 lakh in FY25. Total income for the year stood at ₹6,225.19 lakh.

The Board of Directors approved the audited financial results for the year ended March 31, 2026, in its meeting held on May 27, 2026. The Statutory Auditors, Ms. Krishaan & Co, issued an audit report with an unmodified opinion on the standalone financial results. The company reported a profit before tax of ₹107.34 lakh for FY26, a significant decrease from ₹545.98 lakh in the prior year.

Total expenses for the year increased to ₹6,118.45 lakh from ₹5,359.42 lakh in FY25. Finance costs decreased to ₹119.45 lakh from ₹152.76 lakh in the previous year. The company’s earnings per share (EPS) for the year ended March 31, 2026, stood at ₹0.50, down from ₹1.87 in the previous year.

Key Financial Metrics

Board Decisions and Appointments

The board took note of the re-appointment of A S Venkatesh as Managing Director and Whole-Time Director, effective July 1, 2026, subject to shareholder approval. The board also approved the convening of an Extraordinary General Meeting (EGM) on June 20, 2026, at 11:15 AM via Video Conferencing. The EGM will seek shareholder approval for the re-appointment of A S Venkatesh as Managing Director and Vinita Venkatesh as Whole-Time Director, each for a term of three years.

The company stated there were no deviations or variations in the utilization of Initial Public Offer proceeds during the half-year ended March 31, 2026. The total amount raised through the IPO was ₹1,986.90 lakh, which has been fully utilized for prepayment of borrowings, funding working capital, general corporate purposes, and issue expenses.