Loyal Textile Mills Limited has announced a postal ballot notice for seeking shareholder approval on material related party transactions with its joint venture partner Gruppo P&P Loyal S.p.A for the financial year 2026-27. The notice, dated February 11, 2026, was communicated to stock exchanges on February 23, 2026, under Regulation 30 of SEBI listing requirements.

Transaction Details and Regulatory Compliance

The proposed transactions with Gruppo P&P Loyal S.p.A are expected to exceed 10% of the company's annual consolidated turnover as per the last audited financial statements. Under Regulation 23 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, such material related party transactions require prior approval of shareholders through an ordinary resolution.

The transactions encompass sale and purchase of goods and services, other income and expenses including incentives, commissions, discounts, and reimbursement of expenditures. All arrangements will be conducted at arm's length basis and are in the ordinary course of business.

E-Voting Schedule and Process

The company has established a comprehensive e-voting timeline for shareholder participation through Central Depository Services Limited (CDSL). The voting process will be conducted entirely through electronic means, with no physical postal ballot forms being distributed.

Only shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of February 27, 2026, and who have registered email addresses with the company, registrar, or depositories will be eligible to participate in the voting process.

Corporate Governance and Approvals

The Audit Committee and Board of Directors, at their respective meetings held on February 11, 2026, have recommended the material related party transactions for shareholder approval. The board considers these arrangements commercially beneficial and in the best interest of the company.

Two directors of the company, Mrs. Valli M Ramaswami and Ms. Vishala Ramswami, are also directors of Gruppo P&P Loyal S.p.A, establishing the related party relationship. As per regulatory requirements, no related party will be permitted to vote on this resolution.

Scrutinizer Appointment and Contact Information

The company has appointed Mr. S. Harikrishnan (Membership No: 29583, CP No: 13740), a practicing Company Secretary, as the scrutinizer to ensure fair and transparent conduct of the postal ballot process. The scrutinizer will submit the report within two working days from the conclusion of voting.

Shareholders requiring technical assistance for e-voting can contact CDSL helpdesk at helpdesk.evoting@cdslindia.com or call the toll-free number 1800 21 09911. The postal ballot notice and detailed voting instructions are available on the company's website and stock exchange platforms.

Loyal Textiles Limited has provided clarification to BSE Limited regarding the delayed submission of resignation documentation for its former Chief Operating Officer, addressing regulatory compliance concerns under SEBI listing obligations.

Regulatory Query and Response

The company received an email from BSE Limited on January 10, 2026, seeking additional details regarding a corporate announcement filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, originally submitted on June 9, 2025. The query pertained to incomplete documentation accompanying the resignation disclosure of R.M. Shanmugam from his position as Chief Operating Officer.

Documentation Challenges

Loyal Textiles explained that the resignation letter was not submitted along with the original corporate announcement because it could not be obtained from the separated employee at that time. The company stated: "The resignation letter of Mr. R.M. Shanmugam as Chief Operating Officer (COO) of the Company with effect from 12th June 2025 was not submitted along with the corporate announcement with respect to his resignation disclosed on 9th June 2025 on account that resignation letter was not able to obtained from the separated employee, hence not able to submit the letter within a period of seven days from the date of resignation taking effect."

Uniform Disclosure Approach

The company noted that it had previously addressed a similar query from the National Stock Exchange of India Limited through communication dated October 23, 2025. To maintain parity and ensure uniform disclosure across both stock exchanges, Loyal Textiles submitted the same clarification and documentation to BSE Limited.

Resolution and Compliance

Through continued efforts, the company successfully obtained the resignation letter dated October 9, 2025, which has now been submitted to BSE for reference and records. The textile manufacturer emphasized its commitment to complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in both letter and spirit at all times.

The clarification was signed by CS. Dr. V. Rajesh, Company Secretary and Compliance Officer, who requested that BSE take the explanation on record and treat the matter as duly complied with. The company operates as a Four Star Export House recognized by the Government of India and maintains integrated management system certifications.