Shyam Century Ferrous Ltd

AGM Details

• 25 Sep 2026, 2:00 PM to 2:50 PM, VC/OAVM
• Record date 18 Sep 2026; total members on record 66,609
• Attendance: Promoter group 18, Public 50 via VC

Key Resolutions

• Item 1: Adopt Audited Financial Statements for FY ended Mar 2026; ordinary; passed
• Item 2: Re-appoint Rajesh Kumar Agarwal as director by rotation; ordinary; passed
• Item 3: Re-appoint M/s DK Chhajer & Co. as Statutory Auditors for five-year term to 2031; ordinary; passed

Voting Results

• Item 1: Passed with overwhelming majority (~99.996% in favour)
• Item 2: Passed with overwhelming majority (~99.98% in favour)
• Item 3: Passed with overwhelming majority (~99.99% in favour)

Dividend

• No dividend proposed or approved

Director Changes

• Rajesh Kumar Agarwal re-appointed as director by rotation

Auditor Appointments

• M/s DK Chhajer & Co. re-appointed as Statutory Auditors for five-year term to 2031

Material Related Party Transactions

• No material related party transactions disclosed at AGM

Other Material Approvals

• No ESOPs, amendments, borrowings, or mergers disclosed

Board and KMP changes

• No appointment or change in designation for directors or KMP reported at the AGM.

AGM details

• AGM held on 25 September 2026 at 2:00 PM IST via VC/OAVM.
• Meeting commenced at 2:00 PM and concluded at 2:50 PM IST.
• Remote e-voting facility provided; voting window 21-24 September 2026.

Ordinary business

• Approval and adoption of audited financial statements for FY 2025-26.
• Appointment of a Director in place of Rajesh Kumar Agarwal, retiring by rotation.
• Re-appointment of Statutory Auditors for a second five-year term ending 2031.

Voting results

• Adoption of audited financial statements: results not disclosed.
• Director re-appointment: results not disclosed.
• Statutory auditor re-appointment: results not disclosed.
• Consolidated e-voting results to be announced within two working days; posted on exchanges.

Shyam Century Ferrous Limited: Trading Window closed from 1 October 2026 till the end of 48 hours after the unaudited financial results for the quarter ended 30 September 2026 are approved by the Board and filed with the stock exchanges.

AGM notice and voting details

• 15th AGM is scheduled for 25 September 2026 via VC/OAVM.
• Annual Report FY2025-26 and AGM Notice sent by email to registered shareholders; others access via web link.
• Annual Report and AGM Notice available on company website and BSE/NSE/NSDL.
• Shareholders must update PAN and KYC details (address, email, mobile, bank) with DP or RTA.
• Dividends to folios with missing PAN/KYC will be paid electronically after update.
• Record date for voting is 18 September 2026.
• Remote e-voting window runs from 21 to 24 September 2026.
• Queries may be addressed to Corporate Office or RTA using provided contacts.
• The AGM complies with Companies Act 2013 and MCA/SEBI circulars.
• Letter dated 1 September 2026 from Kolkata.

Financial snapshot

• Total income (Discontinued ops): ₹3,077.79 lakhs, down from ₹12,107.56 FY24-25.
• Profit before tax (Discontinued ops): ₹(1,255.65) lakhs.
• Profit after tax: ₹(916.59) lakhs.
• Total comprehensive income: ₹(334.28) lakhs.
• Earnings per share: Basic/Diluted ₹(0.43).
• Equity share capital: ₹2,121.73 lakhs.
• Board did not declare dividend for FY2025-26.
• Investments (non-current) ₹10,955.61 lakhs; equity and debt instruments.

Operations status & asset sale

• Plant at Byrnihat, Meghalaya closed from 7 May 2025 due to power tariff.
• Board approved disposal of assets on 7 Jan 2026; shareholders approved 9 Feb 2026.
• Assets held for sale as at 31 Mar 2026: ₹1,217.95 lakhs.
• FY25-26 Ferro Silicon production: 673 MT; sales: 1,237.96 MT.
• FY25-26 revenue/operations limited to discontinued activities; exploring strategic alternatives.
• Company remains a going concern; evaluating new opportunities.

Capital structure & liquidity

• Equity share capital: ₹2,121.73 lakhs.
• No borrowings outstanding as at 31-03-2026; undrawn facilities ₹3,400 lakhs.
• Cash and bank balances total ₹563.20 lakhs (₹12.39 cash; ₹550.81 bank balances).
• Non-current investments: ₹10,955.61 lakhs ( diverso portfolio).
• Asset sale plan supports liquidity given discontinued operations.

Governance & board

• Board includes MD Aditya V. Agrawal; independent directors Bhattacharyya, War; Ghanshyam Agarwal joined Aug 2025.
• Nirmalya Bhattacharyya re-appointed independent director for 2026-2031.
• Ghanshyam Agarwal appointed as director (Non-Executive) in Aug 2025; approved by AGM.
• Audit Committee: 5 meetings; chair Pramod Kumar Shah; members Aditya Agrawal, Nirmalya Bhattacharyya.
• CSR Committee exists; 1 meeting; CSR policy available on company website.
• MD remuneration ₹21.67 Lakh; total KMP remuneration ₹57.38 Lakh.

Audit, controls & compliance

• Independent Auditor's Report: unmodified; no material misstatements.
• Key audit matters: litigations/contingencies and fair valuation of investments.
• Internal financial controls: adequate; no material weaknesses observed.
• Secretarial audit: MKB & Associates; Annexure-1; five-year term; compliance noted.

Risks, outlook & going concern

• Operations ceased; going concern supported by investment portfolio and expected asset sale proceeds.
• Risks include revenue generation, asset maintenance, regulatory compliance and future opportunities.
• Cyber security framework in place; regular reviews and updates.

Contingent liabilities & related parties

• Contingent royalty/GST/MEPRF: ₹2,184.80 lakhs (as of 31-03-2026).
• MePDCL settlement completed; no contingent liability outstanding regarding MePDCL.
• NGT hearing scheduled 14 July 2026; Company expects favorable outcome.
• Related party: Suhag loan ₹30.00 lakhs; MD loan to Suhag outstanding.
• KMP remuneration total ₹57.38 lakhs; MD remuneration ₹21.67 lakhs in 2025-26.
• Promoter holdings approx. 49.44% as of 31-03-2026; major holders listed in annual report.

Shareholders & investor info

• Dematerialisation: 99.87% of shares dematerialised as of 31-03-2026.
• Annual General Meeting 15th: 25 Sep 2026 via VC/OAVM.
• Book closure: 19 Sep 2026 to 25 Sep 2026 (both days inclusive).
• Dividend policy: no dividend declared for FY2025-26.

Financial results

• Approved unaudited Q1 FY2026-27 results for quarter ended 30 June 2026; Limited Review Report attached.

Auditors

• Statutory auditors reappointed for five-year term, effective from conclusion of 15th AGM.
• Internal auditors reappointed for FY 2026-27; effective 6 August 2026.

AGM & Book Closure

• AGM scheduled for 25 September 2026 at 2:00 PM via VC/OAVM.
• Register of Members and Transfer Books closed 19–25 September 2026.