Sandur Manganese & Iron Ores Ltd

AGM Details

• AGM held on 19 August 2026 at 11:00 A.M. via VC/OAVM.
• Mode: VC/OAVM.
• Cut-off date for voting entitlement: 12 August 2026.
• Remote e-voting conducted 16–18 August 2026.
• Voting results unblocked on 19 August 2026 at 6:50 P.M.
• Scrutinizer's report dated 21 August 2026.

Key Resolutions

• Item 1: Adopt standalone financial statements for year ended 31 March 2026; approved.
• Item 2: Adopt consolidated financial statements for year ended 31 March 2026; approved.
• Item 3: Declare final dividend of Rs 0.50 per equity share; approved.
• Item 4: Re-appoint director by rotation; approved.
• Item 5: Appoint T. R. Raghunandan as Independent Director; approved.
• Item 6: Appoint Pankajam Sridevi as Director; approved.
• Item 7: Appoint Pankajam Sridevi as Independent Director; approved.
• Item 8: Ratify remuneration to Kamalakara & Co., Cost Auditor for 2026-27; approved.

Target overview

• Royal Sandur Hospitality Private Limited, an Indian hospitality company.
• Size/scale: not disclosed.
• Related party: acquisition by SMIORE of 100% stake.
• Industry: Hospitality.
• Purpose: create hospitality platform for hotels, resorts, serviced apartments, and restaurants.
• Regulatory approvals: MCA approval via Certificate of Incorporation dated 21 August 2026.
• Timeline: Incorporation completed on 21 August 2026.
• Consideration: cash subscription of equity shares.
• Cost: ₹1,00,00,000 for 10,00,000 shares at ₹10 each.
• Shareholding: 100% stake held by SMIORE.
• Background: Indian entity; to operate hotels, resorts, serviced apartments, restaurants.

AGM Details

• Date, time, mode: 19 Aug 2026, 11:00 IST, via VC/OAVM.
• Meeting concluded 12:25 IST; e-voting open 30 minutes.
• Quorum present; 66 members attended via VC/OAVM.
• Deemed venue: Registered Office; Chairman: T. R. Raghunandan.

Resolutions & Voting

• All resolutions deemed passed; Scrutinizer to declare results within two working days.
• e-voting remained open 30 minutes post-conclusion.

Dividend

• Dividend payout: highest-ever ₹24 crore.

Financial Highlights & Ratings

• FY26 standalone income ₹2,076 crore; EBITDA ₹904 crore; PAT ₹543 crore.
• Consolidated FY26 income ₹5,163 crore; EBITDA ₹1,252 crore; PAT ₹658 crore.
• Standalone net debt-free as of 31 March 2026 after ₹423 crore NCD early redemption.
• CRISIL A+ with Positive outlook; ICRA reaffirmed bank facilities.

Capital Actions & Developments

• Bonus issue 2:1; authorized share capital increased accordingly.
• October 2025: ranked 494th among Top 500 by market cap.
• Board evaluating further projects; disclosure upon Board approval.

Auditors & Compliance

• Auditors' reports (standalone/consolidated) have no qualifications.
• Secretarial auditor report also without adverse remarks.

Directors & Governance

• No director changes announced at this AGM.

Subsidiary formation details

• Target: Royal Sandur Academy Private Limited, an Indian academy offering coaching, sports, and skill development.
• Incorporation date: 14 August 2026; wholly owned subsidiary of Sandur Manganese & Iron Ores Limited.
• Consideration: cash subscription for 10,00,000 equity shares of ₹10 aggregating ₹1 crore.
• Ownership: 100% shareholding held by The Sandur Manganese & Iron Ores Limited.
• Regulatory approvals: MCA certificate of incorporation dated 14 August 2026.
• Industry: academy (education, sports, infrastructure, training) in India.
• Background: operates coaching centres, sports academies, skill development and related services.
• Nature of transaction: formation of wholly owned subsidiary via cash subscription.

AGM notice and Annual Report access

• AGM for 2025-26 scheduled 19 Aug 2026 via VC/OAVM.
• Unregistered email holders will access the Annual Report via the company site, BSE/NSE sites, or QR.
• Annual Report 2025-26 available on company site, BSE and NSE.
• Record date for dividend fixed at 12 Aug 2026.
• Cut-off date for e-voting set at 12 Aug 2026.
• Remote e-voting window: 16 Aug 2026, 9:00 to 18 Aug 2026, 17:00.
• Dividend payment date: on or after 21 Aug 2026.
• Last date for TDS exemption forms: 12 Aug 2026.
• Demat holders should update email via their DP; physical holders to contact RTA with ISR-1.

Financial performance

• Standalone FY26: total income ₹2,076 crore; EBITDA ₹904 crore; PAT ₹543 crore; EBITDA margin ~44%.
• Consolidated FY26: total income ₹5,163 crore; EBITDA ₹1,252 crore; PAT ₹658 crore; YoY: +61% revenue, +40% PAT.
• Arjas Steel contributed full year; steel revenue ₹3,141 crore; volume 4.06 LT; EBITDA ₹351 crore.
• EPS: standalone ₹11.17; consolidated ₹13.51.
• Bonus issue 2:1 completed; authorized capital raised to ₹60 crore; record date 22 Sep 2025.
• Final dividend ₹0.50 per share; payable ₹24 crore on enlarged equity if approved.

Operations & capacity

• Mining MPAP raised to 0.599 MTPA Mn and 4.45 MTPA Fe; record production and sales.
• Mn production 0.59 MT; Mn sales 0.34 MT; Fe production 4.35 MT; Fe sales 4.10 MT.
• Coke & energy: 46% capacity under contract; two coke batteries active; plan to restart remaining two.
• WHRB 32 MW; 42.9 MW solar-wind; Arjas 21 MW gas-recovery energy; solar 20.4 MW at Arjas.
• Arjas Steel integration: 4.04 LT production; 4.06 LT sales; 7% YoY growth; Garrett Coiler, Ingot Casting.

Arjas Steel integration & downstream

• Arjas Steel revenue consolidated ₹3,141 crore; EBITDA ₹351 crore; steel volume 4.04 LT.
• Arjas manufacturing capacity 0.585 LTPA; 100 SBQ steel grades; strong automotive focus.
• Garrett Coiler unit inaugurated; Ingot Casting facility commissioned.
• Strategic forward integration strengthens margins and growth.

Capital structure & dividends

• Standalone net debt free as of 31 Mar 2026; NCD prepayment ₹423 crore.
• Undrawn facilities: ₹264.27 crore.
• Bonus issue: 2:1 completed; issued 32.406 crore shares; capital raised to ₹60 crore.
• Final dividend proposed ₹0.50 per share; record date 12 Aug 2026; payout after 21 Aug 2026.
• Promoter Skand Private Limited holds 52.37%.
• Authorized capital raised to ₹60 crore; issued shares on 23 Sept 2025.

Governance & risk management

• Board of seven; six independent; one executive; female independent director on board.
• New independent directors: T. R. Raghunandan appointed 9 Jul 2026; Pankajam Sridevi appointed 10 Jul 2026.
• Audit committee: 4 members; 4 meetings; 100% attendance.
• Independent directors meeting: 31 Mar 2026; performance evaluation completed.
• Internal audit rotated: P. Chandrasekar LLP (2025-26); EY appointed 2026-27.
• Material subsidiaries: ASPL 98.94%; AMSPL; SPPL liquidated; RSGEPL 49% associate.

ESG & sustainability

• 7-Star Mines rating; 5-Star rating at Kammathuru; Sustainable Development Framework streak of 10 years.
• Saplings planted ~94,500; forest cover 1,752 ha; 88% forest cover within leases.
• 3% of power from solar at mines; 99.15% renewable for plant operations.
• Wastewater 29,446 KL recycled via STP; 50 KLD STP capacity.
• Zero-discharge ferroalloys; WHRB and solar integration; extensive recycling and water conservation.
• DCS 1.2 km to rail; reduces road emissions; first private mine in Ballari to implement.

Outlook & risks

• FY27 focus: fully utilise iron ore capacity; expand manganese sales; restart coke batteries; support Arjas growth.
• Risks: inflation, geopolitics, CBAM, FX volatility; supply chain; regulatory changes.
• Forest clearances & compensatory afforestation charges; potential impacts on operations.
• DCS commissioning in H1 FY27; CFO approvals for incidental iron ore 0.327 MT.
• India’s infra and automotive growth to support steel demand; policy supports specialty steel growth.

CSR & stakeholder engagement

• CSR spend ₹842 lakh; Karnataka Seva Sangha and Shivshana Samiti; 14 institutions.
• Stakeholders: investors, employees, communities, customers, government, suppliers; engagement frequency regular.
• Grievance redressal: open door policy; town halls; Works Committee; 0 complaints pending.
• Human rights: POSH; due diligence; no material human rights issues identified.

AGM Details

• Date and time: 19 August 2026 at 11:00 a.m. IST via VC/OAVM.
• Mode: VC/OAVM; no physical attendance.
• Record date for final dividend eligibility: 12 August 2026.
• E-voting window: 16 Aug 2026 09:00 to 18 Aug 2026 17:00.
• Cut-off date for voting eligibility: 12 August 2026.
• Deemed venue: Registered Office address.
• Proxy not available for this VC/OAVM AGM.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt audited consolidated financial statements for year ended 31 March 2026.
• Ordinary: Declare final dividend of 0.50 per equity share.
• Ordinary: Re-appoint Mohammed Abdul Saleem as Director, liable to rotate.
• Special: Appoint T. R. Raghunandan as Independent Director for five years; continues as Chairman.
• Ordinary: Appoint Pankajam Sridevi as Director (Additional) from 10 July 2026.
• Special: Appoint Pankajam Sridevi as Independent Director for five years.
• Ordinary: Ratify remuneration to Kamalakara & Co., Cost Auditor for 2026-27.

Voting Results

• Adoption of standalone financial statements — Passed.
• Adoption of consolidated financial statements — Passed.
• Final dividend — Passed.
• Re-appointment of Mohammed Abdul Saleem — Passed.
• T. R. Raghunandan Independent Director — Passed.
• Pankajam Sridevi Director (Additional) — Passed.
• Pankajam Sridevi Independent Director — Passed.
• Cost Auditor remuneration for 2026-27 — Passed.

Dividend

• Final dividend of 0.50 per equity share; subject to TDS.
• Record date for dividend entitlement: 12 August 2026.
• Dividend payout date: on or after 21 August 2026.

Director Changes

• T. R. Raghunandan appointed Independent Director for five years from 9 July 2026; Chairman.
• Pankajam Sridevi appointed Director (Additional) from 10 July 2026.
• Pankajam Sridevi appointed Independent Director for five years from 10 July 2026 to 9 July 2031.
• Mohammed Abdul Saleem re-appointed as Director, liable to rotate.

Auditors

• Cost Auditor Kamalakara & Co. appointed for 2026-27 at remuneration of 3 lakh.
• Remuneration for Cost Auditor ratified by Members.