SGL Resources Ltd

AGM Details

• AGM held on 30 September 2026 at 03:00 P.M. IST via VC/OAVM.
• Remote e-voting opened Sep 27, 2026 at 9:00 A.M. and closed Sep 29 at 5:00 P.M.
• NSDL provided VC/OAVM facility; deemed venue at registered office.

Key Resolutions

• Adopt audited standalone and consolidated financial statements for the year ended March 31, 2026.
• Re-appoint Suhit Bakshi who retires by rotation.
• Appoint Himali Maheshbhai Thakkar as Independent Director.
• Enhance borrowing limits under section 180(1)(c).
• Enhance limit to create charge on assets on borrowing under section 180(1)(a).
• Enhance investments/loans/guarantees or securities under section 186.
• Remuneration revision for Kantilal Ladani, Whole-Time Director and CFO.
• Approve material related party loan from Beta Resources Private Limited.

Voting Outcome

• Financial statements adoption: Passed (subject to requisite votes).
• Suhit Bakshi re-appointment: Passed (subject to requisite votes).
• Himali Thakkar Independent Director: Passed (subject to requisite votes).
• Borrowing limits: Passed (subject to requisite votes).
• Charge creation: Passed (subject to requisite votes).
• Investments/loans/securities: Passed (subject to requisite votes).
• Remuneration revision: Passed (subject to requisite votes).
• RPT loan: Passed (subject to requisite votes).

Director Changes

• Suhit Bakshi to be re-appointed; retires by rotation.
• Himali Maheshbhai Thakkar appointed Independent Director.

Auditors

• Statutory Auditor Ram Chandak remains; no change announced.

Related Party Transactions

• Approval of material RPT: loan from Beta Resources Private Limited; value undisclosed.

SGL Resources Ltd — Trading Window Closed from Thursday, 01st October, 2026; re-open after the expiry of 48 hours from the declaration of the Unaudited Financial Results (Standalone and Consolidated) for the second quarter ended 30th September, 2026.

AGM Details

• 34th AGM on Sep 30, 2026 at 3:00 PM IST via VC/OAVM.

Notice/AR Access

• Notice and Annual Report for FY 2025-26 available online.
• Some shareholders’ emails not registered; update KYC with DP/RTA.

Financials

• Standalone total income ₹4,903.66 lakh; down 2.39% YoY.
• Consolidated total income ₹4,903.65 lakh; similar trend.
• Standalone net profit ₹11.14 lakh; down from ₹140.40 lakh.
• Consolidated net profit ₹10.70 lakh; down from ₹145.25 lakh.
• PBT stand-alone ₹10.84 lakh; prior year ₹145.23 lakh.
• EPS (standalone) ₹0.00; Consolidated ₹0.00.
• Total comprehensive income stand-alone ₹14.77 lakh; consolidated ₹14.33 lakh.
• Dividend: No dividend proposed for FY2025-26.
• Intangible assets under development IGIS ₹9,475.70 lakh.
• Equity capital ₹5,009.60 lakh; rights issues completed; total issued shares 25,04,79,800.
• Shareholders' equity: Standalone ₹18,503.84 lakh; Consolidated ₹18,502.51 lakh.

Capital & ownership

• Authorised share capital ₹12,500 lakh; issued/subscribed paid-up ₹5,009.60 lakh.
• Rights issues in 2024-25: 9.88 crore shares at ₹5; 8.237 crore shares at ₹6.
• Public shareholding ~92.98%; promoters ~2.93% (consolidated 6.90%).
• Total issued shares: 25,04,79,800; par value ₹2 each.
• No change in share capital during the year.
• Jyacad Solutions Pvt Ltd is the sole subsidiary (99.90%); current year turnover nil.

Debt & liquidity

• Total borrowings ₹8,056.58 lakh; current ₹6,579.30 lakh; non-current ₹1,477.28 lakh.
• Debt-to-equity 0.44x; debt service coverage 0.13x.
• Cash & cash equivalents ₹12.07 lakh; bank balances ₹708.97 lakh; total ₹721.04 lakh.
• Intercompany loan of ₹108 crore advanced; outstanding.
• Certain related-party loans and terms disclosed; interest on some loans nil.

Governance & leadership

• Himali Maheshbhai Thakkar appointed Independent Director (July 27, 2026).
• Sona Bachani resigned as Independent Director (July 27, 2026); others departed later in Aug 2026.
• Kantilal Ladani remuneration revised to ₹1.20 lakh/month from Apr 1, 2026.
• Board held 12 meetings in FY2025-26; Audit Committee met 7 times.
• Statutory Auditor: Ram Chandak & Associates; Secretarial Auditor: Harish P. Jain & Associates.

Related party transactions

• Material related party loan: up to ₹7.00 crore from Beta Resources Private Limited.
• Beta Resources linked to director Kantilal Ladani; Ladani holds 50% stake.
• Five-year tenure: Apr 1, 2026 to Mar 31, 2031; overseen by Audit Committee.
• Beta Resources FY2024-25 standalone turnover ₹13,927.36 lakh; ₹7.00 crore is ~3.59% of that.
• RPTs reviewed; compliant with policy; no material non-arm's length disclosures noted.

Subsidiaries & investments

• Jyacad Solutions Private Limited is the solo subsidiary; 99.90% ownership; NIL turnover; PAT negative.

Risk, audit & compliance

• Independent Directors meet; Audit, NRC, and SRC committees in place.
• Secretarial audit flagged delays in regulatory filings; fines paid; corrective steps implemented.
• Internal controls deemed adequate with no material weakness; going concern assumed.
• Geospatial sector faces competition, regulation, and skilled manpower risks.

Subsidiaries & operations (subsidiary details)

• Jyacad Solutions Pvt Ltd: India-based; 99.90% owned; turnover NIL; loss ₹0.44 lakh for FY2025-26.

• Management outlines long-term growth through IGIS, AI, cloud and expanded MOA scope.

Resigning directors

• Mohan Lakhanlal Chandiramani and Murli Chandak resign as Independent Directors, effective 26 August 2026.

Reason and date

• Reason: inability to attend board meetings and discharge duties.
• Effective date: close of business hours on 26 August 2026.

Other listed entities / memberships

• Directorships or committee memberships at other listed entities not disclosed.

Unaudited results approval

• Board approved standalone and consolidated unaudited results for the quarter ended 30 June 2026.
• Limited Review Report by statutory auditors was unmodified.
• Company operates in a single segment.

Audit Committee reconstitution

• Board approved reconstitution of Audit Committee effective 14 August 2026.
• Composition: Mohan Chandiramani (Chairman, Non-Executive Independent), Himali Thakkar (Member, Independent), Sushit Bakshi (Member, Non-Executive).

Meeting Details

• Date: Friday, 14 August 2026.
• Time: not disclosed.
• Location: not disclosed.

Key Agenda Items

• Consider and approve Unaudited Standalone and Consolidated Financial Results for quarter ended 30 June 2026.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after the results are declared.

Corrigendum to resignation disclosure

• Corrigendum to the board meeting outcome correcting directorship disclosure for Ms. Sona Bachani.
• Date of corrigendum: 28 July 2026.
• Eforu Entertainment Limited: Independent Director; member of Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee.
• Aritas Vinyl Limited: Independent Director; member of Audit Committee, Nomination & Remuneration Committee.
• Koura Fine Diamond Jewelry Limited: Independent Director; member of Audit and Nomination & Remuneration Committee.
• Koura Fine Diamond Jewelry Limited: Chairperson, Stakeholder Relationship Committee.
• This corrigendum should be read with the earlier board meeting outcome; other items unchanged.