Samtex Fashions Limited has approved a revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors adopted the policy on May 28, 2026, effective immediately, to establish protocols for preventing insider trading and ensuring the equitable dissemination of material information. The code mandates that any UPSI shared with select groups must be simultaneously disclosed to the public to prevent selective disclosure.

The policy designates the Company Secretary & Compliance Officer as the Chief Investor Relations Officer (CIRO), responsible for implementing the code and disseminating information. The Managing Director and Chief Financial Officer, in consultation with the CIRO, hold the authority to determine matters related to information disclosure. The company is required to maintain a structured digital database for at least eight years, recording the nature of UPSI shared and the details of recipients, including their PAN or other identifiers, to ensure non-tampering and confidentiality.

Definition of UPSI

The code defines UPSI as information not generally available that could materially affect the price of securities. This includes financial results, dividends, changes in capital structure, mergers, acquisitions, key managerial personnel changes, rating changes, fund-raising plans, and material agreements. It also covers fraud, defaults, forensic audits, regulatory actions, litigation outcomes, and material guarantees or licenses.

Principles of Disclosure

Samtex Fashions Limited outlined principles for fair disclosure, requiring prompt public dissemination of UPSI once credible information exists. The policy prohibits the use of social media for disclosing material non-public information. If unintentional disclosure occurs, the company must publicly disseminate the information within 24 hours of discovery. Authorized spokespersons for external communications are restricted to the Managing Director and CFO.

The policy also addresses legitimate purposes for sharing UPSI, such as with partners, lenders, or advisors, provided a Non-Disclosure Agreement is in place. Any violation of the policy by employees or directors may result in disciplinary action, including termination of services.

Samtex Fashions Limited reported a net loss of ₹31.82 lakh for the financial year ended March 31, 2026. The company recorded a total income of ₹0.14 lakh for the year, while total expenditure stood at ₹31.96 lakh. The Board of Directors approved the audited standalone and consolidated financial results for the fourth quarter and fiscal year ended March 31, 2026, in a meeting held on May 28, 2026.

Auditor's Observations

Kapil Kumar and Co., Chartered Accountants, issued a qualified opinion on the standalone financial results. The auditors highlighted that the company has not charged depreciation on property, plant, and equipment, nor has it conducted impairment testing for fixed assets as required by Ind AS 36. Additionally, trade receivables amounting to ₹587.34 lakh were classified as non-current assets without provisions for expected credit losses, as confirmations were not available.

Going Concern Uncertainty

The auditors emphasized a material uncertainty related to the company's ability to continue as a going concern. The net worth has eroded to ₹29.95 lakh, and current liabilities exceed current assets. No manufacturing activity has been carried out since the plant was shifted outside NSEZ in FY 2017-18. The financial statements have been prepared on a going concern basis despite these conditions.

Consolidated Performance

For the consolidated financial results, the group reported a net loss of ₹37.08 lakh for FY26. Total assets were recorded at ₹35,898.50 lakh, with total liabilities matching at ₹35,898.50 lakh. The auditors noted that the wholly owned subsidiary, M/s SSA International Ltd, has defaulted on repayment obligations, and interest expenses have not been recognized due to the non-availability of account statements from banks.