SG Mart Ltd

SG Mart Ltd closes trading window from October 1, 2026 till 48 hours after declaration of Unaudited Financial Results for the quarter and half year ending September 30, 2026.

AGM details

• Date and time: 19 September 2026, 11:00–11:31 AM.
• Voting via remote e-voting and AGM e-voting; attendance by video conference.
• Record date: 12 September 2026; last date for postal ballots: 19 September 2026.
• Shareholders on record: 24,772; video attendees: 3 promoters and 36 public.
• Eight resolutions were placed for voting.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adopt standalone financial statements for FY ended 31 Mar 2026; passed.
• Resolution 2 (Ordinary): Re-appointment by rotation of director; passed with small opposition.
• Resolution 3 (Ordinary): Ratify remuneration of Cost Auditors for FY 2025-26; passed.
• Resolution 4 (Special): Appoint Shri Sanjay Gupta as Chairman and MD; passed.
• Resolution 5 (Special): Appoint Shri Rohan Gupta as Whole-time Director; passed.
• Resolution 6 (Special): Appoint Non-Executive Independent Director; passed.
• Resolution 7 (Special): Appoint Ms. Shruti Shrivastava as Non-Executive Independent Director; passed.
• Resolution 8 (Special): Approve remuneration revision for Shri Amit Thakur; passed.

Directors & auditors

• Cost Auditors remuneration ratified for FY 2025-26; no change to statutory auditors indicated.

Dividend & related approvals

• Dividend: No dividend declared or proposed at AGM.

AGM details

• Date and mode: 19 Sep 2026, via VC/OAVM.
• Start time: 11:00 AM IST.
• Platform: NSDL webcast with VC/OAVM attendance.
• Quorum present; proceedings compliant with MCA/SEBI directives.

Resolutions

• Ordinary: adopt Audited financial statements for year ended March 31, 2026.
• Ordinary: re-appointment of Amit Thakur, retiring by rotation.
• Special: ratify remuneration of Cost Auditors for FY 2026-27.
• Special: appoint Sanjay Gupta as Chairman & Managing Director.
• Special: appoint Rohan Gupta as Whole-time Director.
• Special: appoint Chakram Kumar Singh as Non-Executive Director.
• Special: appoint Shruti Shrivastava as Non-Executive Independent Director.
• Special: approve revision in remuneration of Amit Thakur, Whole-time Director.

Voting status

• Remote e-voting conducted 16–18 Sep 2026; results to be communicated.

Director changes

• Amit Thakur to be re-appointed, retiring by rotation.
• Sanjay Gupta appointed as Chairman & Managing Director.
• Rohan Gupta appointed as Whole-time Director.
• Chakram Kumar Singh appointed as Non-Executive Director.
• Shruti Shrivastava appointed as Non-Executive Independent Director.
• Remuneration revision of Amit Thakur, Whole-time Director.

Other items

• Dividend: no dividend proposal disclosed.
• Auditors: no appointment changes disclosed; representatives attended.

Capital / Securities

• Allotment of 39,200 equity shares under SG Mart ESOP-2023 to exercising employees.
• Paid-up share capital increased from ₹12,60,35,200 to ₹12,60,74,400.
• Exercise price fixed at ₹367.85 per share.
• Money realized on exercise: ₹1,44,19,720 (excluding tax).
• Distinctive numbers allotted: 126035201 to 126074400 inclusive.
• ISIN INE385F01024 for the new shares.
• Allotted shares rank pari-passu with existing shares.
• Date of allotment: 18 September 2026.
• Exercised on: 14 September 2026.
• Total issued shares after this issue: 12,60,74,400.

Rating Action

• CRISIL upgrades SG Mart to AA-/Stable (LT) and A1+ (ST), removing Watch Positive.

Rated Facilities

• Long-term facilities: Crisil AA-/Stable; Short-term facilities: Crisil A1+; total Rs 940 crore.

Agency

• CRISIL Ratings Limited.

Rationale

• Strong SG group support and management integration underpin upgrade.
• Revenue rose 8% to Rs 6,315 crore in FY2026.
• Q1 FY2027 revenue up 14% on-year.
• Operating EBITDA margin improved to 2.2% in FY2026.
• Equity infusion of Rs 1,295 crore 2024-2026 supports leverage.
• Debt/adjusted net worth improved to 0.41x; interest coverage 4.02x.
• Liquidity robust with Rs 984 crore cash and equivalents.
• Capex of Rs 1,500 crore planned; funded from internal accrual.
• Promoters committed to provide operational and financial support.

Outlook

• Stable.

Material changes vs previous rating

• Upgraded from Crisil A/Watch Positive to AA-/Stable; removed from Watch Positive.

Key Financials

• FY2026 revenue Rs 6,315 crore; PAT Rs 111 crore; EBITDA margin 2.2%.
• Adjusted debt/adjusted net worth 0.14.
• Interest coverage 4.02x in FY2026.
• Cash and cash equivalents Rs 984 crore as of Mar 31, 2026.

Overview

• Standalone BRSR for FY2025-26; SG Mart Limited trades building materials in a B2B platform.
• Main activity: trading accounts for 92% of turnover; products include HR coils/sheets, renewables structures, TMT.
• Operations span 22 Indian states and 5 international locations via SG Marts FZE subsidiary.
• Facilities include 4 processing centers and 10 offices/warehouses; total 14 sites.
• CSR applicable; turnover Rs 5,540 crore; net worth Rs 1,542 crore.

Key ESG Risks & Opportunities

• Material ESG risks: product quality/safety, OHS at warehousing, and supplier practices.
• Mitigations include BIS-certified sourcing, warehousing verification, and product traceability.
• Logistics emissions risk; mitigations include route optimization and lower-emission transport options.
• Supply base concentration risk; mitigated by supplier diversification and long-term relationships.
• Talent capability risk; mitigated by competitive compensation, onboarding, and training.
• Opportunity to grow renewable-energy linked product lines for revenue diversification.
• About 70% of input suppliers by value meet SA8000/ISO 45001; ongoing supplier sustainability assessments.

Governance & Policy Highlights

• Board oversight via Internal Risk Committee; includes risk, audit, stakeholder, and nomination/remuneration panels.
• Policies: Code of Conduct, Whistle Blower, CSR, Human Rights, POSH, Anti-bribery, Information Security, Supplier Code.
• Whistle Blower policy publicly accessible; ESG matters reviewed by management and committees.
• No material penalties or regulatory actions reported in FY2025-26.
• CSR policy aligned with Companies Act; targets reviewed annually.
• NGRBC principles embedded; training coverage reported at 100%.
• No external independent assessment of NGRBC conducted.

Social Responsibility & Workforce

• Total workforce: 134 permanent employees (129 male, 5 female); 243 workers (43 permanent, 200 non-permanent).
• Board gender diversity: 1 female among 6 directors; KMP female representation 0%.
• Turnover: permanent employees 42.9%; permanent workers 25.5%.
• LTIFR: nil; no fatalities; strong health and safety performance.
• 100% PF/ESI coverage; gratuity; health insurance; maternity/paternity benefits.
• Training: 100% coverage across board, KMP, employees, and workers on ethics, POSH, and OSH.
• Disability accessibility: premises accessible; equal opportunity and non-discrimination policies.
• Grievance mechanisms:Whistle Blower and POSH; minimal POSH complaints in FY25-26.
• CSR project: healthcare facility hospital project underway to improve local access.

Environmental Performance

• Energy: non-renewable use 8,662 GJ; energy intensity 1.56 per turnover; renewable share not disclosed.
• Water: total withdrawal 5,140.4 KL; consumption 1,028 KL; water intensity 0.19 per crore turnover.
• GHG: Scope 1 50.7 tCO2e; Scope 2 1,603.5 tCO2e; total 1,654.2 tCO2e.
• Emissions intensity: 0.30 tCO2e per crore turnover; PPP-adjusted 0.61 tCO2e/USD million.
• External assessment: Sustainability Actions Private Limited evaluated Scope 1+2 emissions.
• Waste: total non-hazardous waste 3,896.38 MT; 3,896.38 MT recycled; no disposal data shown.
• Water discharge to others: 4,112.3 KL; total water discharged 4,112.3 KL.
• EPR not applicable; PAT not applicable; no GHG-reduction project disclosed.

Stakeholder Engagement & Complaints

• Stakeholders: employees, workers, customers, dealers, suppliers, investors, regulators, communities.
• Engagement channels: meetings, visits, emails, website; frequency quarterly/annual; topics include performance and governance.
• Grievance mechanisms: Whistle Blower, POSH; concerns reviewed by management and, where needed, the Board.
• Complaints: Communities 0; Investors 0; Customers 0; one unrelated 'Other' complaint noted.
• No material data privacy or cyber complaints; policy accessibility via company website.

Other Notable Metrics

• RPT share: 4.01% of sales to related parties; purchases from top trading houses 80%.
• Top 10 dealers account for 59.7% of dealer sales; total dealers 112.
• Purchases from top 10 trading houses and 66 trading houses engaged; concentration indicates supplier/dealer reliance.
• Cybersecurity policy in place; no data breaches reported; IT security program ongoing.
• Nil product recalls; no anti-competitive actions; no green credits generated.
• Value chain assessment: ~70% procurement spend reviewed for environmental and social performance.

Financial highlights

• FY26 consolidated revenue ₹6,315 Cr, up 7.84% YoY.
• EBITDA (excl. other income) ₹136.7 Cr, up 32.6% YoY.
• PAT ₹111.1 Cr, up 7.4% YoY.
• Working capital days improved to 20 from 30.
• Operating cash flow about ₹300 Cr for FY26.
• Dividend not declared for FY26.
• Capex plan: at least ₹1,500 Cr in next 3 years, funded internally.
• Consolidated net debt negative; gearing negative.

Segment and operations

• B2B Metal Trading: ₹19,560 Mn revenue; 411k tonnes.
• Network of Service Centres: 7 centres; 637k tonnes processed; ₹32,144 Mn revenue.
• Solar Structures: ₹3,065 Mn revenue; 39,894 tonnes; 0.5 MTPA target.
• Steel Profiling Products: ₹455 Mn revenue; 6,793 tonnes; 0.5 MTPA target.
• Service-centre network onboarding grew; 2,470 customers and 452 vendors.
• SKUs exceeded 7,200; diversified product mix across segments.

Capital expenditure & growth

• Capex plan of ₹1,500+ Cr over next 3 years for centres and profiling machines.
• Funding to be internal; no material equity dilution.
• 7-site network expansion planned; evaluating Hyderabad, Chennai, Punjab.

Capital structure & liquidity

• Consolidated net debt negative; gearing is -0.45x.
• Current ratio 2.8x; undrawn facilities approx ₹1,275 Cr (436 + 839).
• Cash and cash equivalents ₹519.9 Cr; bank balances ₹464.2 Cr.
• No significant long-term debt delinquencies; liquidity remains adequate.

Governance & controls

• Board changes: Arun Agarwal appointed 25 Jul 2025; Shiv Kumar Bansal resigned 31 Jul 2025; Arihant Chopra ceased 25 May 2025.
• Auditors: Walker Chandiok & Co LLP; Cost: M/s HMVN & Associates; Secretarial: Parikh & Associates.
• ESOP: ESOP-2023 renamed to SG Mart ESOP-2023; ESOP-2025 granted 3,90,000 options.
• 4 Board meetings in FY26; Independent Director oversight confirmed.

CSR, ESG and sustainability

• CSR spend: ₹1,40,62,808; funds earmarked; unspent CSR amount transferred to unspent CSR account.
• CSR policy aligned with Schedule VII; healthcare and education focus; healthcare facility project ongoing.
• Energy: non-renewable energy use 8,662 GJ; intensity 1.56 per ₹ Cr turnover.
• Water: 5,140.4 KL withdrawn; 1,028 KL consumed; water intensity 0.19 per ₹ Cr turnover.
• GHG: Scope 1 50.7 tCO2e; Scope 2 1,603.5 tCO2e; intensity 0.30 tCO2e per ₹ Cr turnover.

Risks and outlook

• Headwinds: Middle East conflicts disrupted Dubai service centre; gas shortages affected renewables ramp-up.
• Outlook: India to sustain robust growth; infrastructure and renewables drive demand.
• Strategy emphasizes value-added processing; expand service centres and capacity to 20 locations.

Audit flags and disclosures

• Auditors reported no qualifications in standalone and consolidated statements.
• Secretarial audit by Parikh & Associates found no material non-compliance.
• Management discussion includes forward-looking statements with stated risks.

Shareholder information at a glance

• Dividend policy adopted; no dividend for FY26.
• ESOPs issued; 3,90,000 options granted in FY26; vesting over five years.
• Promoter shareholding details and changes summarized in annual report.

AGM Details

• AGM date/time/mode: 19 September 2026 at 11:00 A.M. IST via VC/OAVM.
• Voting eligibility cut-off: 12 September 2026.
• Remote e-voting window: Sep 16–18, 2026.
• Deemed venue: Registered Office.
• VC/OAVM attendance limited to 1000 members on first-come basis.

Key Resolutions

• Adopt Audited Financial Statements (consolidated and standalone) and Reports.
• Re-appoint Amit Thakur as Whole-time Director liable to rotation.
• Ratify Cost Auditors’ remuneration for 2026-27: ₹40,000.
• Appoint Sanjay Gupta as Chairman & Managing Director for five years.
• Appoint Rohan Gupta as Whole-time Director for five years.
• Appoint Chakram Kumar Singh as Non-Executive Director; grant 1,25,000 ESOPs.
• Appoint Shruti Shrivastava as Independent Director for five years.
• Revise Amit Thakur remuneration; ceiling to ₹2.0 crore from Apr 1, 2026.