Premier Explosives Ltd

AGM Details

• AGM held on 30 September 2026 at 11:30 AM via VC/OAVM.
• Meeting chaired by the Chairman; quorum was present.
• Audit Reports read; unqualified with no adverse observations.
• ICFR observation noted; management's response read.

Ordinary Business

• Adopt audited standalone and consolidated financial statements for year ended March 31, 2026.
• Declaration of final dividend for the financial year 2025-26.
• To appoint a director retiring by rotation and eligible for reappointment.

Special Business

• Increase borrowing limits under the Companies Act 2013.
• Creation of security under the Companies Act 2013.

Other Ordinary Business

• Ratification of remuneration payable to Cost Auditors.

Premier Explosives Ltd – Closure of Trading Window from October 01, 2026 until 48 hours from the date of declaration of Un-Audited Financial Results for the second quarter and half year ending September 30, 2026

AGM & AR update

• 46th AGM scheduled Sept 30, 2026 at 11:30 IST via VC/OAVM.
• Annual Report FY2025-26 available at pelgel.com via link provided to unregistered email holders.
• Web-link distribution to shareholders without registered email as of Aug 28, 2026.
• SEBI mandates updating PAN, KYC, bank details, and nominations for ongoing communications and payments.
• Nomination and KYC updation formats ISRs and SH forms available on pelgel.com or RTA.

AGM Details

• AGM on 30 September 2026 at 11:30 IST via VC/OAVM.
• Record date fixed on 23 September 2026 for dividend entitlement.

Ordinary Business

• Receive standalone financial statements for year ended 31 March 2026.
• Receive consolidated financial statements for year ended 31 March 2026.
• Declare final dividend for 2025-26.
• Re-appoint Dr. Kailash Gupta, retiring by rotation.

Special Business

• Increase borrowing limits to Rs 1,000 crores.
• Create security on assets to secure borrowings up to Rs 1,000 crores.

Dividend Details

• Final dividend of Rs 0.50 per equity share proposed.
• Dividend payable within 30 days of declaration, subject to TDS.

Director Appointments

• Dr. Kailash Gupta seeking reappointment as director.
• Remuneration for reappointed director is not fixed; only sitting fees paid.

Cost Auditor

• Remuneration for Cost Auditors is Rs 1,60,000 per annum.
• Remuneration to be ratified by shareholders via ordinary resolution.

Open Offer Overview

• Acquirer: Apollo Micro Systems Limited; Target: Premier Explosives Limited.
• Open offer to acquire 13,977,911 equity shares (26% of target) at INR 698 per share.
• Trigger: open offer under SEBI SAST Regulations following SEBI letter dated 21 August 2026.
• CCI approval is required; tendering starts within 12 working days of clearance.
• Payment to successful bidders within 10 working days from last tender date; 10% p.a. interest for delays.
• Total consideration: INR 9,756,581,878 (~INR 97.6 crore).

Offer Details

• Shares to be acquired: 13,977,911 equity shares (26% of target share capital).
• Offer price: INR 698 per share; total consideration approximately INR 9,756,581,878.
• Tendering period to commence within 12 working days of CCI approval.
• Regulatory framework: open offer under SEBI SAST Regulations; subject to approvals.
• No explicit minimum acceptance mentioned in the document.

Post-Offer Impact

• Post-offer, acquirer to hold up to 26% of Premier Explosives' equity.
• Public shareholding expected to reduce by the number of shares tendered to the acquirer.

Key Dates & Timeline

• SEBI letter dated 21 August 2026 authorizes open offer process.
• Tendering period to start within 12 working days of CCI clearance.
• Payment to successful bidders within 10 working days after last tender date.
• Delay in payment may attract interest at 10% per annum.

Financial Performance

• Q1 FY27 revenue 102.6 crores, down 28% YoY
• EBIT 4.8 crores; YoY decline 80%; margin 4.7%
• Net profit 3 crores; PAT margin 3%
• Order book 1,393 crores; defense 1,309 crores (94%)
• Explosives 42 crores (3%); Service 42 crores (3%)
• Results deck uploaded on stock exchanges

Order Book & Backlog

• Defense orders dominate; total 1,309 crores
• Industrial explosives 42 crores; Service 42 crores
• Program-wise: 94% defense, 6% industrial
• LD reversal for July 2023 order: in process; likely by quarter-end
• Backlog to be completed within this quarter
• Apollo acquisition expected to strengthen defense platform

Capex & Projects

• Katepally: RDX/HMX production integration nearly complete; water trials in September
• Water trials ~1 month; production to follow
• Andhra expansion: land pricing issue; government price rework sought
• Apollo brings defense electronics synergies; broader integrated platform

Guidance & Outlook

• EBITDA target 15%–20% for FY27
• FY27 turnover target around INR 600 crores
• Export licenses: several received; backlog to clear this quarter
• Export inflow guidance for FY27: INR 200–300 crores

Q&A Highlights

• LD reversal for INR 30 crores: in process; likely by quarter-end / Oct–Nov
• Flares backstory: Q1 ~INR 21 crores; full year guidance ~INR 600 crores
• FY27 order inflow guidance: INR 200–300 crores; execution over two years
• Export licenses for APR 2026 order: in process; typical 3–4 months
• Singareni tail: remaining INR 25–30 crores to be executed this year
• Apollo synergy: defense electronics expertise to expand integrated systems

Regulatory fines settlement

• Fines for non-compliance with Regulation 17(1A) under SEBI LODR were rejected for waiver.
• Total fines: Rs 3,11,520; Dec 2024 Rs 1,06,200 and Jun 2021 Rs 2,05,320.
• Company paid the total amount on August 13, 2026 following BSE notification.