Sai Capital Ltd

AGM details

• 31st AGM held on 25 August 2026 at 12:30 PM via VC/OAVM.
• Meeting conducted under Companies Act, SEBI LODR and related rules.
• Remote e-voting from 9:00 AM 22 Aug to 5:00 PM 24 Aug 2026.
• Scrutinizer appointed to conduct voting and consolidate results.
• Quorum confirmed; meeting concluded at 12:56 PM.

Resolutions considered

• Ordinary: Adopt audited standalone and consolidated financial statements for the year ended March 31, 2026.
• Ordinary: Re-appoint Director Ankur Rawat who retires by rotation.
• Special: Re-appoint Dr. Niraj Kumar Singh as Chairman and Managing Director.

Voting results status

• Voting results to be declared per Scrutinizer's report and posted on the company website and NSDL.

Directors

• Ankur Rawat to be considered for re-appointment as director (retiring by rotation).
• Dr. Niraj Kumar Singh to continue as Chairman and Managing Director (per agenda).

Financial highlights

• Board approved unaudited standalone and consolidated results for Q1 FY27 ended 30 June 2026.
• Consolidated revenue from operations: 22.74 Lacs; total income: 639.31 Lacs.
• Consolidated PBT: 488.03 Lacs; PAT: 340.02 Lacs.
• Consolidated EPS (Basic/Diluted): 11.81 Rs per share.
• Standalone revenue from operations: 0.00; total income: 0.00.
• Standalone PAT: -17.55 Lacs; standalone EPS: -0.61.

Comprehensive income

• Total Comprehensive Income (Consolidated): 338.85 Lacs.
• Owner's share of Total Comprehensive Income (Consolidated): 313.66 Lacs.

Financial snapshot

• Standalone revenue nil; standalone net loss ₹68.23 Lakh.
• Consolidated revenue from operations ₹66.64 Lakh.
• Consolidated total income ₹2,453.57 Lakh.
• Consolidated net profit after tax ₹1,256.40 Lakh.
• Stand-alone EPS (basic/diluted) ₹-2.37.
• Consolidated EPS ₹43.61.
• Dividend for FY2025-26 not declared.

Operations and segments

• Single reportable segment: diversified commercial and financial services.
• Year focused on efficiency, governance, and growth.
• Group has two material subsidiaries and one step-down subsidiary.

Subsidiaries and group structure

• Material subsidiaries: Health Care Energy Foods Private Limited; Butterfly Ayurveda Private Limited.
• Step-down subsidiary: Unisphere Industries Private Limited.
• Group comprises one material subsidiary and two step-down subsidiaries.
• Health Care Energy Foods Private Limited is a material subsidiary.

Governance and board

• Board consists of four directors: one Executive Chairman, two Independent, one Non-Executive.
• Five Board meetings held in 2025-26.
• Audit Committee: Kamlesh Gupta (Chair), Kailash Chandra Sharma, Ankur Rawat.
• Nomination & Remuneration Committee: Kamlesh Gupta (Chair), Kailash Sharma, Ankur Rawat.
• Stakeholders' Relationship Committee: Kailash Chandra Sharma (Chair), Ankur Rawat, Kamlesh Gupta.
• 31st AGM scheduled for 25 Aug 2026; Niraj Kumar Singh re-appointed as Chairman & MD for 2027-2032; Ankur Rawat and Kamlesh Gupta re-appointments approved. Kamlesh Gupta reappointed as Independent Director from Mar 26, 2026.

Audits and internal controls

• Statutory auditors: Mehrotra & Co.; Secretarial auditor: Sakshi Gupta; Internal auditors: Gurkaran Singh & Co.
• Going concern noted for standalone and consolidated; accumulated losses ₹765.02 Lakh; net current liabilities ₹5.36 Lakh.
• Independent Directors provided declarations; Vigil/Whistle Blower mechanism in place; No complaints registered.
• Secretarial audits of material subsidiaries conducted; no qualifications reported.

Related party transactions and remuneration

• Related party transactions disclosed as in ordinary course; arm's length; policies on RPT available on company website.
• Key management personnel remuneration: Ankur Rawat ₹19.05 Lakh; Karan Mehra ₹9.36 Lakh.
• Significant related party balances and loans/advances disclosed in notes; disclosures include Sai Agencies, Sai Business & Consultancy Systems, Sai Enterprises, and Sanjiv Asthana.

CSR and ESG disclosures

• Health Care Energy Foods Private Limited incurred CSR spend; gross Rs 18,94,044; approved Rs 18,95,000; payment made 27 Mar 2026 with prior-period adjustment noted.
• Parent company CSR not applicable; CSR policy available on company site.

Capital structure and shareholder information

• Authorised share capital: 6,000,000; Issued, Subscribed and Paid-up: 2,879,300 shares (₹287.93 Lakh).
• Major shareholders: Sai Agencies Private Limited (31.84%), Sai Business & Consultancy Systems Pvt. Ltd (12.59%), Sai Enterprises Private Limited (12.54%), Mr. Sanjiv Asthana (11.34%).
• Dematerialisation: 69.12% of shares dematerialised as of 31 Mar 2026.
• Listed on BSE, Scrip Code 531931; annual listing fees paid up to 2026-27.
• No dividend declared for FY2025-26.

Outlook, risks and guidance

• Outlook remains cautiously optimistic amid macro/regulatory volatility and growth in financial services.
• Risks include market volatility, regulatory changes, and cybersecurity threats.
• Management focuses on prudent risk management, internal controls, and governance to strengthen long-term value.

AGM Details

• Date/time: 25 August 2026, 12:30 IST; mode: VC/OAVM.
• Record date: 19 August 2026; deemed venue: Registered Office.
• Remote e-voting window: 22–24 August 2026; cut-off: 19 August 2026.

Key Resolutions

• Resolution: Re-appoint Ankur Rawat as Director (Ordinary).
• Remuneration last drawn: Nil.
• Resolution: Re-appoint Dr. Niraj Kumar Singh as Chairman and Managing Director (Special).
• Term: 5 years from 25 Jun 2027 to 24 Jun 2032.
• Age 70+; continuation requires shareholder approval.
• Board recommends approval of Special Resolution.
• Authority to file necessary e-forms and related actions to implement the resolution.

Dematerialisation processing and listing

• Securities received for dematerialisation have been mutilated and cancelled after due verification.
• Depository name substituted as registered owner within the prescribed time.
• Dematerialised securities are listed on the stock exchange where the original securities are listed.

Re-appointment of CMD

• Re-appointment of Dr. Niraj Kumar Singh as Chairman and Managing Director.
• Term of five consecutive years from June 25, 2027 to June 24, 2032.
• Board approved the re-appointment at the meeting held on July 3, 2026.
• Subject to shareholders' approval at the ensuing AGM.
• Brief profile: Doctorate; promoter with 43 years' board-level experience.
• Disclosures: No inter-se relationship with other directors or KMP.
• Note: Re-appointment details in Annexure-I.

Release of pledge

• Sai Enterprises Private Limited released pledge on Sai Capital Limited shares.
• 3,35,300 shares were released on April 22, 2026.
• Entire 3,61,100-share holding is now free of encumbrance.
• Pledged shares represented 11.65% of Sai Enterprises' holding.
• Sai Enterprises held 12.54% of Sai Capital before release.