Indo Gulf Industries Ltd

AGM details

• Date, time, mode: 30 Sep 2026, 11:00 AM, via Video Conferencing.
• E-voting period: 27–30 Sep 2026; cutoff date 23 Sep 2026.
• Notice issued electronically on 03 Sep 2026.

Resolutions and voting outcomes

• Item 1: Adopt audited financial statements; passed with 99.999% in favour.
• Item 2: Re-appoint Rajesh Jain as Director; passed with 99.999% in favour.
• Item 3: Approve RPT with Ganesh Explosives Private Limited; passed.
• Item 4: Approve RPT with Rajesh Explosives Private Limited; passed.
• Item 5: Ratify remuneration of Cost Auditors; passed.
• Item 6: Appoint Arjun Singh Bhandari as Director and MD; passed.

Director changes

• Rajesh Jain retires by rotation; re-appointment approved.
• Arjun Singh Bhandari appointed Director and redesignated as Managing Director.

Auditors and related party disclosures

• Cost auditor remuneration ratified.
• Material related party transactions with Ganesh Explosives Private Limited and Rajesh Explosives Private Limited approved; no values disclosed.

AGM Details

• Held on 30 Sep 2026, 11:06–11:20 AM via VC/OAVM.
• Remote e-voting: 27–29 Sep 2026; blocked by CDSL.
• Voting eligibility cut-off: 21 Aug 2026.

Key Resolutions

• Adopt Audited Financial Statements for year ended 31 Mar 2026.
• Re-appoint Rajesh Jain as Director, retiring by rotation.
• Approve material related party transaction with Ganesh Explosives Private Limited up to ₹17 crore for 2026–27.
• Approve material related party transaction with Rajesh Explosives Private Limited up to ₹2 crore for 2026–27.
• Ratify remuneration of cost auditors: ₹60,000 plus GST for 2026–27.
• Appoint Arjun Singh Bhandari as Director and redesignate as Managing Director for five years from 30 Sep 2026.
• Authorize Board/Company Secretary to file necessary ROC forms to give effect.

Voting Results

• All resolutions passed by majority.
• Formal results to be announced and posted within 48 hours.

Dividend

• No dividend proposed or declared.

Director Changes

• Rajesh Jain re-appointed as Director, retiring by rotation.
• Arjun Singh Bhandari appointed Director and redesignated as MD for five years from 30 Sep 2026.
• Arjun Singh Bhandari was an Additional Director since 17 Jul 2026.

Auditors

• Cost auditors remuneration ratified: ₹60,000 plus GST for 2026–27; M/s. Gautam Chhetri & Co.

Material Related Party Transactions

• GEPL (Ganesh Explosives Private Limited, holding company): RPT up to ₹17 crore for 2026–27.
• REPL (Rajesh Explosives Private Limited, holding company): RPT up to ₹2 crore for 2026–27.

AGM Details

• Date, time, mode: 30 September 2026 at 11:00 AM via VC/OAVM.
• Proceedings deemed to be conducted at the registered office.
• Proxy facility not available due to VC format.

Key Resolutions

• Item 1: Ordinary - Adopt Audited Financial Statements for year ended 31 March 2026.
• Item 2: Ordinary - Re-appoint Rajesh Jain as Director, retired by rotation.
• Item 3: Ordinary - Approve RPT with GEPL up to ₹17 crore for FY2026-27.
• Item 4: Ordinary - Approve RPT with REPL up to ₹2 crore for FY2026-27.
• Item 5: Ordinary - Ratify remuneration of Cost Auditors: ₹60,000 plus GST.
• Item 6: Ordinary - Appoint Arjun Singh Bhandari as Director and MD from 30.09.2026; 5-year term; no remuneration.

Director Changes

• Rajesh Jain reappointed as Director, retired by rotation.
• Arjun Singh Bhandari appointed Director and redesignated as Managing Director.

Auditor Appointments

• Cost Auditors remuneration ratified for year ending 31 March 2027.

Material Related Party Transactions

• GEPL: RPTs up to ₹17 crore for FY2026-27 including loans, trucks, nitrate.
• REPL: RPTs up to ₹2 crore for FY2026-27, mainly truck leasing.
• No related party vote on these ordinary resolutions.

Key dates

• 43rd AGM scheduled for 30 September 2026 at 11:00 AM via VC/OAVM.
• Book closure from 24 September 2026 to 30 September 2026 (inclusive) for AGM.
• E-voting arranged through CDSL on www.evotingindia.com.
• Cut-off date for voting rights: 23 September 2026 to determine e-voting eligibility.
• Remote e-voting period: 27 September 2026, 9:00 AM to 29 September 2026, 5:00 PM.

Financial snapshot

• Revenue from operations: 21,935.04 lakh in FY2025-26, down from 24,701.52 lakh.
• Net loss: 41.65 lakh in FY2025-26 vs 653.58 lakh profit in FY2024-25.
• EPS: Basic/Diluted Rs -0.44 in FY2025-26.
• Operating cash flow: -100.77 lakh; financing cash flow: 1,268.84 lakh.
• Total assets: 9,618.13 lakh; total equity: 1,052.10 lakh.
• Borrowings: non-current 1,982.90; current 410.24 lakh.

Business profile

• Single reportable segment: explosives manufacturing; no geographic split disclosed.
• Explosives unit includes Class-2 explosives, detonators, and PETN.
• Factory sites: Babina, Jhansi district, Uttar Pradesh.

Capital structure & liquidity

• Total borrowings: 2,393.14 lakh; non-current 1,982.90; current 410.24.
• Lease liabilities: non-current 89.03; current 5.80.
• Cash and cash equivalents: 33.00 lakh; bank deposits: 50.76.
• Current ratio: 0.66; debt-to-equity: 1.88.

Governance & board

• Mr. Arjun Singh Bhandari appointed Managing Director for five years from 30.09.2026; remuneration nil.
• Mr. Rajesh Jain reappointed as Director; independence exam status noted in secretarial audit.
• Statutory auditors: Hemant Arora & Co; Internal auditors: Amit Mohan & Associates.
• Secretarial audit highlighted website updation and BSE portal data gaps.

Related party transactions

• RPT with Ganesh Explosives Private Limited up to ₹17 crore for FY2026-27.
• RPT with Rajesh Explosives Private Limited up to ₹2 crore for FY2026-27.
• RPT terms include trucks leasing, unsecured loans, and ammonium nitrate trading.
• RPT approvals required; related party voting excluded per SEBI LODR.

Executive remuneration & auditors

• CFO remuneration: ₹26.40 lakh; MD remuneration: nil.
• Two directors record remuneration; no change in key managerial personnel during year.
• Cost auditors remuneration: ₹60,000 plus GST ratified.

CSR & ESG

• CSR expenditure: ₹10.23 lakh against ₹12.05 lakh target; shortfall ₹1.82 lakh.
• CSR activities funded under Schedule VII; CSR committee in place; no CSR disbursement in some years.

Audit, risk & controls

• Auditors’ report: no material qualifications; Ind AS compliance.
• Secretarial audit notes include independent director exam status and website data gaps.
• Internal control system considered adequate; whistleblower policy in place.

Outlook & risks

• Industry outlook positive due to infrastructure, mining, and defence growth.
• Management focus: profitable growth, cost discipline, and working-capital optimization.
• Key risks: raw-material cost volatility, regulatory compliance, logistics, and geopolitical uncertainty.

Contingent liabilities & litigations

• Contingent liabilities total ₹5.34 crore; taxes and other disputes under appeal.
• No provision recognized pending outcomes; estimates depend on legal decisions.

MD resignation details

• Gaurav Kumar, Managing Director, Indo Gulf Industries Ltd, resigns.
• Resignation effective 30 August 2026, close of business hours.
• Reason: unavoidable circumstances cited.
• Resignation letter dated 30 August 2026; received 31 August 2026.
• No other listed directorships held.
• No relationships with other directors disclosed.
• Appointed March 14, 2022.
• No immediate replacement disclosed.

Financial highlights

• Revenue from operations: 4,569.27 for quarter ended 30 Jun 2026.
• Total income: 4,586.13 for quarter ended 30 Jun 2026.
• Costs: material consumed 4,508.39; inventory change (120.43).
• Finance cost: 162.36; employee benefits 31.10; depreciation 91.12.
• Other expenses: 159.51; profit before tax: -245.92.
• Net profit after tax: -245.92; basic/diluted EPS: -2.57.
• Board approved unaudited results on 14 Aug 2026.
• Paid-up equity share capital: 95.67; no reportable segments under Ind AS 108.

Appointments/Resignations

• Appointed Mr. Arjun Singh Bhandari as Additional Executive Director effective 17 July 2026.
• Term from 17 July 2026 until resignation or retirement (whichever earlier).
• To be placed for shareholder approval at the ensuing AGM for FY 2025-26.
• Brief profile: expertise in growth, operations, and strategic innovation.

Dematerialisation processing status

• Dematerialised securities listed on stock exchanges within 15 days of receipt.
• Physical certificates for dematerialisation mutilated and cancelled; depository name substituted as registered owner.