Sainik Finance & Industries Ltd

Appointment of Somvir Sindhu as Non-Executive Director

• Appointed as Non-Executive and Non-Independent Director; appointment date 12 Aug 2026; approved at AGM on 29 Sep 2026.
• Profile: over 10 years in coal mining and logistics; business interests in mining, logistics, beneficiation, power, real estate.
• Disclosure: not related to any director of the company.

AGM Details

• AGM held on 29 September 2026 at 11:30 AM via VC/OAVM.
• Quorum met; 87 attendees including promoter group.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Reappointment of Sarvesh Sindhu as Director on rotation.
• Special: Appointment of Somvir Sindhu as Director.
• Special: Approve material related party transactions with Sainik Mining and Allied Services Limited.
• Special: Approve material related party transactions with Purshottam Buildwell Private Limited.
• Special: Approve material related party transactions with Mittersen Agro Farms Private Limited.
• Special: Approve material related party transactions with ACB (India) Limited.

Voting Results

• Resolution 1 (Ordinary): Adoption of financial statements; results pending.
• Resolution 2 (Ordinary): Reappointment of Sarvesh Sindhu; results pending.
• Resolution 3 (Special): Appointment of Somvir Sindhu; results pending.
• Resolution 4 (Special): RPT with Sainik Mining and Allied Services Limited; results pending.
• Resolution 5 (Special): RPT with Purshottam Buildwell Private Limited; results pending.
• Resolution 6 (Special): RPT with Mittersen Agro Farms Private Limited; results pending.
• Resolution 7 (Special): RPT with ACB (India) Limited; results pending.

Director Changes

• Appointment of Somvir Sindhu as Director.
• Reappointment of Sarvesh Sindhu as Director (retiring by rotation).

Material Related Party Transactions

• Sainik Mining and Allied Services Limited — material RPT approved.
• Purshottam Buildwell Private Limited — material RPT approved.
• Mittersen Agro Farms Private Limited — material RPT approved.
• ACB (India) Limited — material RPT approved.

Dividend

• Dividend: Not proposed.

Sainik Finance & Industries Limited — Trading Window closed from 1 October 2026 until 48 hours after unaudited quarterly/half-year results are submitted for quarter ending 30 September 2026

Dividend details

• Interim dividend for FY 2025-26 approved.
• Dividend rate: Rs 0.50 per share.
• Face value per share: Rs 10.
• Record date: 01 October 2026.
• Declaration date: 23 September 2026.
• Payment within 30 days of declaration.

Transaction overview

• Exemption under Reg 10(1)(a)(ii) for inter-se transfer among promoters/promoter group.
• Off-market inter-se transfer dated 9-11 Sep 2026; 1,316,066 shares (12.10% of capital).
• Acquirer group includes Vir Sen Sindhu, Vritpal Sindhu, Ekta Sindhu, Satyapal Sindhu, Anika Sindhu, Dev Sindhu, Sarvesh Sindhu.
• Promoter group pre-holdings 3,529,380 shares (32.45%); post-holdings 4,845,446 shares (44.55%).
• Acquisition price Rs 40.62 per share.
• Valuation fair value Rs 37.76 per share.

Parties and holdings

• Acquirer group pre: 3,529,380 shares (32.45%); post: 4,845,446 shares (44.55%).
• Vir Sen Sindhu: 323,996 (2.98%) → 595,369 (5.47%).
• Vritpal Sindhu: 971,125 (8.93%) → 1,188,276 (10.93%).
• Ekta Sindhu: 5,000 (0.05%) → 194,908 (1.80%).
• Satyapal Sindhu: 570,344 (5.24%) → 644,965 (5.93%).
• Anika Sindhu: 142,476 (1.31%) → 217,097 (1.99%).
• Dev Sindhu: 596,140 (5.48%) → 731,826 (6.73%).
• Sarvesh Sindhu: 920,299 (8.46%) → 1,273,005 (11.70%).
• PACs other than Acquirers: 2,797,502 (25.70%) → 2,797,502 (25.70%).
• Named sellers include Indu Solanki, Manisha Solanki, Girdhari Singh (HUF), Yuvraj Singh Solanki, Rajshree Rathore, Asha Rathore; post-transaction, all shown as 0.

Regulatory compliance and governance impact

• Exemption conditions satisfied; disclosures filed within timelines.
• Prior intimation under Reg 10(5) dated 01-09-2026; 10(5) disclosures filed.
• Reg 10(6) filing dated 15-09-2026; Reg 10(7) compliance confirmed.
• Aggregate promoter-group holding remains at 70.25% before and after; no change in control.
• Stock-exchange disclosures: 10(5) Annexure A; 10(6) Annexure B; 29(2)/7(2) filings.
• No NCLT/court scheme involved.

Valuation context

• Valuation per share Rs 37.76; three-method approach (DCF, CCM, NAV) yields enterprise value Rs 41.08 Cr.
• Off-market price Rs 40.62; within 25% threshold of fair value.
• Valuation date: July 31, 2026.

Inter-promoter transfer under SEBI SAST

• Inter-se transfer among promoters and promoter group of Sainik Finance of 1,316,066 shares (12.10%).
• Off-market transfer; no change in control of the company.
• Acquisition price Rs 40.62 per share.
• Acquisition window 09-09-2026 to 11-09-2026; prior intimation filed 01-09-2026.
• Post-transaction promoter group holds 7,642,948 shares (70.25%) of 10,880,000.
• Top post-holdings: Sarvesh Sindhu 1,273,005 shares (11.70%), Vritpal Sindhu 1,188,276 shares (10.93%).
• Vir Sen Sindhu 595,369 shares (5.47%), Dev Sindhu 731,826 shares (6.73%).
• Ekta Sindhu 194,908 shares (1.80%), Satyapal Sindhu 644,965 shares (5.93%), Anika Sindhu 217,097 shares (1.99%).
• Regulatory: Exemption under Regulation 10(1)(a)(ii); no open offer required.
• Issued capital: 10,880,000 shares; par Rs 10; promoter/public split 7,642,948 / 3,237,052.

Dividend update

• Board to consider declaring an interim dividend.
• Interim dividend relates to the financial year ending March 31, 2026.
• Board meeting scheduled for September 23, 2026.

Sainik Finance & Industries Limited: Trading window closed from September 22, 2026 until 48 hours after the interim dividend declaration for FY ending March 31, 2026

Transaction details

• Nature and type: Inter-se transfer among promoter group; off-market.
• Exemption: Regulation 10(1)(a)(ii) of SEBI SAST Regulations, 2011.
• Acquirers and transferors: Promoter group members (roles only, no names).
• Total shares acquired: 1,316,066; 12.10% of total share capital.
• Method: Off-market inter-se transfer within promoter group.
• Consideration: Rs 40.62 per share; payment made.
• Pre-transaction acquirers combined holding: 32.45%; post: 44.55%.
• Pre-transaction transferors combined holding: 12.10%; post: 0%.
• Change in control: None; promoter group stake unchanged.
• Public shareholding: Not affected.
• Disclosures under Regulation 10(5) were made within timeline.