Popees Cares Ltd Management Discussions

For the Financial Year 2025-26 (year ended 31st March 2026)

1. Industry Structure and Development

Koiya International Limited ("the Company") is incorporated under the Companies Act, 2013 (originally incorporated under the Companies Act, 1956), with its Registered Office situated in the State of Kerala. As per Clause III of the Memorandum of Association, the Company is authorised to carry on business across the following principal lines:

?‚? Manufacturing, buying, selling, importing, exporting and dealing in textiles - cotton, silk, art silk, rayon, nylon, synthetic and staple fibres, polyester, wool, yarn, cloth and allied goods.

?‚? Business as importers, exporters, buyers, sellers, dealers and agents/stockists/distributors of readymade garments, coverings, coated fabrics, textiles and hosiery.

?‚? Development and provision of computer software, software packages, technical know-how, third-party software enhancement tools, and software/maintenance/consultancy services in India and abroad.

?‚? Export, import and sale of computer software and hardware, personal computers, peripherals, and digitisation services using computer-aided design and drafting (CAD) systems.

?‚? Applying for and operating an Internet Service Provider (ISP) licence and International Gateway licence for internet services in India.

During the year under review, the Companys activity under these permitted lines of business remained at a nascent/holding stage, with the textile trading vertical accounting for the Companys only recorded operating income and the information technology, software and ISP verticals yet to generate revenue.

2. Business Overview and Segment-wise / Product-wise Performance

Segment / Business Vertical	Nature of Activity (per MOA)	Performance Highlights (FY 2025-26)
Textiles, Fibres & Readymade Garments	Manufacturing, trading, import/export of textiles, yarn, cloth and readymade garments	Nil revenue
Information Technology & Software Services	Software development, technical services, data processing, hardware sale and consultancy	No revenue recorded
Internet Service Provider (ISP) Operations	ISP and International Gateway licensed services	No revenue recorded

3. Opportunities and Threats

Opportunities

?‚? Diversified enabling objects under the Memorandum allow the Company to pursue both textile trade and technology-led services, providing flexibility to reallocate focus toward higher-growth areas.

?‚? Growing domestic and export demand for textiles, fibres and readymade garments.

?‚? Increasing demand for software development, IT-enabled services, data processing and digitisation services from India and abroad.

?‚? Potential to obtain ISP/International Gateway licences and participate in Indias expanding internet infrastructure and connectivity market.

Threats

?‚? Volatility in raw material (cotton, synthetic fibre, yarn) prices and foreign exchange fluctuations affecting import/export margins.

?‚? Intense competition in both the textile trading segment and the IT/software services segment, including from larger organised players.

?‚? Rapid technological change in the software and ISP space requiring continuous investment and skill upgradation.

?‚? Regulatory and licensing requirements applicable to ISP operations, including compliance under telecom/internet regulations.

?‚? Accumulated losses have resulted in a negative net worth as at 31st March 2026, and the Company continues to be dependent on funding support from the Managing Director in the absence of significant operating revenue.

4. Outlook

The Board and Management remain focused on reviving operating activity within the permitted business verticals while maintaining compliance and cost discipline.

5. Risks and Concerns

?‚? Market Risk - exposure to price fluctuations in textile raw materials and demand cyclicality.

?‚? Credit Risk - exposure to counterparties in trading and lending/deposit-related activities permitted under the ancillary objects of the Company.

?‚? Liquidity Risk - the Companys current liabilities of Rs. 12,287.67 thousand exceeded its current assets of Rs. 2,593.09 thousand as at 31st March 2026, resulting in a current ratio of 0.21.

?‚? Net Worth / Going Concern Risk - accumulated losses of Rs. 70,039.59 thousand have eroded the Companys paid-up equity share capital, resulting in a negative net worth of Rs. (9,597.09) thousand as at 31st March 2026.

?‚? Foreign Exchange Risk - arising from cross-border import/export and software services rendered abroad.

?‚? Regulatory Risk - compliance with the Companies Act, 2013, FEMA/Foreign Exchange Regulations, and telecom/ISP licensing conditions.

?‚? Technology and Cybersecurity Risk - relevant to the software, data processing and ISP-related activities of the Company.

6. Internal Control Systems and their Adequacy

The Company maintains internal control systems commensurate with the size and nature of its business, covering financial reporting, procurement, IT systems and statutory compliance. These systems are subject to periodic review by the Statutory Auditors, M/s Mahesh C Solanki & Co., Chartered Accountants, as part of the annual audit process.

7. Discussion on Financial Performance with respect to Operational Performance

Total income for FY 2025-26 was nil, as against Rs. 31.65 thousand in FY 2024-25 (comprising other income, as the Company had no revenue from operations in either year). Total expenses decreased by 25.61% to Rs. 3,136.25 thousand (FY 2024-25: Rs. 4,215.69 thousand), largely on account of lower other expenses (including a one-off fine and penalty charge in the previous year), partly offset by an increase in employee benefits expense.

Particulars (Rs. in Thousands)	FY 2025-26	FY 2024-25	% Change
Revenue from Operations	0.00	0.00	NM
Other Income	0.00	31.65	-100.00%
Total Income	0.00	31.65	-100.00%
Total Expenses	3,136.25	4,215.69	-25.61%
EBITDA (Loss)	(3,099.21)	(4,116.04)	24.70%
Finance Costs	0.00	0.00	NM
Depreciation & Amortisation	37.04	68.01	-45.53%
Profit/(Loss) Before Tax (PBT)	(3,136.25)	(4,184.04)	25.04%
Tax Expense	0.00	0.00	NM
Profit/(Loss) After Tax (PAT)	(3,136.25)	(4,184.04)	25.04%

8. Material Developments in Human Resources / Industrial Relations

Employee benefits expense for the year stood at Rs. 504.52 thousand as compared to Rs. 137.75 thousand in the previous year, reflecting the cost of personnel engaged by the Company during FY 2025-26. Industrial relations remained cordial during the year, with no material disputes reported.

9. Details of Significant Changes in Key Financial Ratios

In accordance with the applicable disclosure requirements, the following key financial ratios are presented, together with explanations for any change of 25% or more as compared to the immediately preceding financial year:

Ratio	FY 2025-26	FY 2024-25	% Variance	Explanation (if \u2265 25%)
Debtors Turnover Ratio	NA	NA	NA	No trade receivables or revenue in either year
Inventory Turnover Ratio	NA	NA	NA	Company carries no inventory
Interest Coverage Ratio	NA	NA	NA	Nil borrowings and finance cost in either year
Current Ratio	0.21	0.26	-17.45%	Variance below 25% threshold
Debt-Equity Ratio	NM	NM	NM	Not meaningful \u2013 net worth is negative in both years
Operating Profit Margin (%)	NA	NA	NA	Nil revenue from operations in either year
Net Profit Margin (%)	NA	NA	NA	Nil revenue from operations in either year

10. Details of Any Change in Return on Net Worth

Given the negative net worth in both years, Return on Net Worth (RONW) is not a meaningful measure of performance for the year under review.

11. Disclosure of Accounting Treatment

The financial statements of the Company have been prepared in accordance with the applicable Accounting Standards/Indian Accounting Standards (Ind AS) notified under the Companies Act, 2013, and generally accepted accounting principles in India. There has been no deviation from the prescribed Accounting Standards in the preparation of the financial statements for the year under review.

12. Cautionary Statement

Statements made in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various risks and uncertainties, including changes in government regulations, tax laws, economic conditions, demand-supply conditions, raw material prices, exchange rate fluctuations and other factors over which the Company does not have direct control. The Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board of Directors of
KOIYA INTERNATIONAL LIMITED
Sd/-
Linta P Jose
Whole Time Director
DIN: 06413031