Sam Industries Ltd

Sam Industries Limited — Trading Window closed from 1st October, 2026 until 48 hours after the declaration/publication of the unaudited financial results for the quarter and half year ending 30th September, 2026 to the public

Key disclosure

• Sending a web-link for Integrated Annual Report 2025-26 and 32nd AGM notice to shareholders without registered emails.
• Letter sent through RTA Ankit Consultancy Private Limited and hosted on company website.
• Regulation 36(1)(b) compliance; communication dated 25 August 2026.
• Information hosted at Web.samindustriesltd.com detailing access path.
• Enclosure: Copy of letter accompanying filing.

Financial snapshot

• Total income rose to ₹1,865.52 million in 2025-26, up from ₹1,569.77 million.
• EBITDA before finance, tax, and depreciation: ₹104.89 million.
• Profit before tax ₹56.73 million; PAT ₹48.76 million.
• Basic EPS rose to ₹4.40.
• Dividend not declared for FY2025-26.
• Net cash from operating activities ₹122.77 million.
• Total assets ₹1,185.12 million; total equity ₹758.66 million.
• YoY: Revenue and PAT increased aided by investment gains.

Segment performance

• Real Estate revenue ₹1,330.35 Lakhs; pre-tax profit ₹53.24 Lakhs.
• Real Estate profit after tax ₹532.40 Lakhs.
• Investment division revenue ₹535.17 Lakhs; profit ₹266.21 Lakhs.
• Total segment PBT ₹798.61 Lakhs; unallocable expenses ₹231.27 Lakhs; overall PBT ₹567.34 Lakhs.
• YoY: Real Estate revenue declined; Investment revenue rose sharply.

Debt and liquidity

• Total borrowings ₹320.67 million; long-term ₹227.63m; short-term ₹93.04m.
• Cash and cash equivalents ₹17.06 million.
• Current ratio 0.42; debt‑to‑equity 0.42.
• Equity capital ₹111.998m; other equity ₹646.659m; total ₹758.658m.
• Capital work in progress ₹110.81 million.
• Investment property net value ₹510.47 million.

Governance and board changes

• 32nd AGM scheduled 30 Sept 2026 via VC/OAVM.
• Preeti Singh appointed Independent Director on 14 Nov 2025; five-year term from 14 Jun 2026.
• Abhinav Kumar and Saurabh Mohta re-appointed Independent Directors for five years from 14 Jun 2026.
• Gitanjali A. Maheshwari ceased as Whole-time Director on 31 Jan 2026.
• Ashutosh A. Maheshwari re-appointed Whole-time Director from 1 Oct 2026; remuneration ₹25 Lakhs/month.
• Rajendra Pasari appointed Whole-time Director on 12 May 2025.
• Audit Committee includes Abhinav Kumar (Chair), Mohta, Naolekar, Preeti Singh, CFO Shrivastava.
• Secretarial Auditor: M. Maheshwari & Associates; non-disqualification certificate furnished.
• Statutory auditors: Arora Banthia & Tulsiyan; report unqualified.

Risk management and controls

• Internal Financial Controls are adequate and operating effectively.
• Whistle Blower Policy / Vigil Mechanism in place.
• Risk framework covers credit, market, operational, and regulatory risks.

CSR status and disclosures

• CSR not applicable for 2025-26; threshold not met.
• CSR expenditure nil; no shortfall.
• CSR Committee: Mohta (Chair), Abhinav Kumar, Sandeep Naolekar, Preeti Singh; CFO.
• CSR policy and projects disclosed on website.

Regulatory and disclosures

• No significant litigations or material orders affecting going concern.
• CEO/CFO certification and Corporate Governance certificate on file.
• Notes and policies accompanying Ind AS financial statements.

Book Closure & Record Date

• Record Date for AGM set at 23 September 2026.
• Register of Members and Share Transfer Registers closed 24-30 September 2026 inclusive.
• AGM to be held on 30 September 2026.
• FY ended 31 March 2026.

Financial results and indebtedness

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved.
• Limited Review Report accompanying results approved.
• Total indebtedness stood at Rs 3,416.92 lakh as on 30 June 2026.

Director and AGM actions

• Re-appointed Ashutosh A. Maheshwari as Whole-time Director for 2026-29, subject to AGM.
• 32nd AGM fixed for 30 September 2026 via VC/OAVM.
• Register of Members and Share Transfer Registers closed 24-30 September 2026.
• Remote e-voting cut-off set for 23 September 2026.
• Scrutinizer appointed: M/s. M. Maheshwari & Associates.
• Notice of 32nd AGM approved.

Regulatory disclosures and auditors

• Disclosure under Regulation 30 SEBI LODR enclosed.
• Board approved Board Report, Corporate Governance Report, and MD&A for year ended 31 March 2026.
• Independent Auditors' Limited Review Report: no material misstatement.
• Audit Committee reviewed the results prior to board approval on 13 August 2026.

Resolution 1: Abhinav Kumar re-appointment

• Special resolution: Re-appoint Abhinav Kumar as Independent Director; five-year term (2026–2031); independence criteria met.

Resolution 2: Saurabh Mohta re-appointment

• Special resolution: Re-appoint Saurabh Mohta as Independent Director; five-year term (2026–2031); independence criteria met.

Meeting Details

• Date: 13 August 2026; Time: 2:00 PM; Venue: Shivaay One, 2, Yeshwant Niwas Road, Indore-452003, Madhya Pradesh.

Key Agenda Items

• Unaudited quarterly results for quarter ended 30 June 2026 with Limited Review Report.
• Retirement by rotation and proposed re-appointment of Ashutosh A. Maheshwari as WTD for 2026-2029.
• Secretarial Audit Report for FY 2025-26.
• Board, Corporate Governance, and MD&A reports for year ended 31 March 2026.
• AGM planning: fix date/venue, notice, transfer closure, e-voting cut-off, and Scrutinizer appointment.
• Any other business with majority approval including at least one Independent Director.

Other Notes

• Trading Window closed from 01 July 2026 until 48 hours after the unaudited Q1 results.

Resolution 1: Re-appointment of Independent Director Abhinav Kumar

• Special resolution; re-appointment approved with 93,57,876 votes for (99.99%) and 1,000 against (0.01%).

Resolution 2: Re-appointment of Independent Director Saurabh Mohta

• Special resolution; re-appointment approved with 93,57,876 votes for (99.99%) and 1,000 against (0.01%).