SIL Investments Ltd

SIL Investments Limited — Trading window closed from 01 October 2026 until 48 hours after declaration of financial results for the quarter and half-year ended 30 September 2026

Financial results approved

• Unaudited standalone results for quarter ended 30 June 2026 approved.
• Unaudited consolidated results for quarter ended 30 June 2026 approved.

Auditor reports and board approvals

• Limited Review Report on standalone results enclosed.
• Consolidated results reviewed; two subsidiaries and two step-down subsidiaries not reviewed.
• Audit Committee reviewed results; Board approved on 13 August 2026.

Regulatory/compliance notes

• Impairment reserves under RBI IRACP norms aligned as of 30 June 2026.

Dematerialisation processing and listing status

• Dematerialisation requests for the period were accepted/rejected and confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository's name substituted as registered owner in the records within prescribed timelines.

Shareholder notice for AGM and annual report access

• Letters issued to shareholders without registered emails providing access to AGM notice and annual report.
• Notice and annual report available on the company's website.
• Regulatory disclosures made under Regulations 30 and 36(1)(b) of SEBI LODR.

Financial snapshot

• Standalone total income Rs 5,300.49 lakh; YoY up from Rs 4,583.40 lakh.
• Standalone EBITDA Rs 4,541.12 lakh; PAT Rs 3,289.08 lakh.
• Consolidated total income Rs 6,461.61 lakh; PAT Rs 3,820.91 lakh.
• Dividend proposed Rs 2.50 per share; total outgo Rs 264.90 lakh.
• Transfer to General Reserve Rs 329.00 lakh; Reserve Fund Rs 658.00 lakh.
• CRAR 135.94%; Tier I 135.88%; Tier II 0.06%; asset size Rs 2,18,301.29 lakh.
• Paid-up equity capital Rs 10.59 crore; 1,05,95,860 shares.
• No public deposits; no borrowings outstanding.
• Five subsidiaries; material Indian subsidiaries RTM Inv & Trading and SCM Inv & Trading.

Dividend & capital allocation

• Dividend per share Rs 2.50; AGM approval required.
• Record date for dividend 24 July 2026; expected payout around 5 August 2026.
• Unclaimed dividends to be transferred to IEPF after seven years.
• Transfer to reserve funds and general reserve completed as per policy.
• Dividend payments to be made electronically; no dividend warrants.

Capital adequacy and liquidity

• NBFC CRAR above regulatory threshold at 135.94%.
• Asset size Rs 2,18,301.29 lakh.
• No public deposits; no borrowings outstanding as of 31-03-2026.
• Asset-Liability management framework with ALCO and liquidity desk in place.
• Liquidity risk monitored with regular planning and stress testing.

Subsidiaries and structure

• Five subsidiaries: RTM Inv & Trading, SCM Inv & Trading, RTM Properties, SIL Properties, SIL International Pte. Ltd.
• Material Indian subsidiaries: RTM Inv & Trading, SCM Inv & Trading.
• Ownership: RTM 84.79%; SCM 80.52%; SIL Properties 85.11%; RTM Properties 97.74%; SIL International 100%.
• SIL Investments’ annual reports for subsidiaries available on SIL's site.

Related party transactions and governance

• Material RPTs with Sutlej Textiles, Avadh, Magadh, Palash, Morton, Cinatolliah.
• Proposed aggregate unsecured loans to related parties up to Rs 225 crore; ordinary resolution.
• Audit Committee approved terms; post-AGM approval required.
• Inter-corporate loan to Sutlej Rs 50 crore during year.
• Remuneration and sitting fees to KMPs; related party disclosures as per policy.

Board governance and independence

• Board of seven directors; five Non-Executive Directors, four independent; two Executive Directors.
• Independent Director Suresh Kumar Khandelia appointed w.e.f 01-01-2026 for five years.
• Six Board meetings held; independent directors’ meeting on 30-03-2026.
• Familiarization program for independent directors; Board evaluation conducted.
• CEO and CFO certification submitted; Sec. Auditors’ certificates on governance obtained.

Investments and risk exposure

• Standalone investments valued at Rs 2,02,873.09 lakh; consolidated Rs 2,67,496.37 lakh.
• Major holdings include Chambal Fertilisers, Sutlej, Avadh, Magadh, Ganges, Palash, Morton.
• 98% of shares dematerialized; extensive AIF and debt investments held.
• Fair value hierarchy levels disclosed; valuation based on market prices or discounted cash flows.

Management discussion, outlook and risks

• Global outlook: IMF; India GDP around 7.4% in FY2025-26; RBI repo at 5.25%.
• NBFC sector robust; asset quality improving; liquidity remains a key risk area.
• Management optimistic on growth; intent to expand NBFC investments and lending.

CSR and disclosures

• CSR spend Rs 9.00 lakh; required Rs 8.05 lakh; surplus Rs 0.95 lakh for set-off.
• CSR policy and committee disclosed on website; Ranchi education project referenced.
• CSR outlay plan and performance reported in Annexure III; administrative overheads nil.

AGM details and shareholder matters

• 92nd AGM proposed for 31 July 2026 via VC/OAVM.
• Record date for dividend 24 July 2026; dividend payment around 5 August 2026.
• e-Voting facilities via NSDL; shareholders can vote remotely or at AGM.

AGM Details

• Date: 31 July 2026; time: 3:00 PM; mode: VC/OAVM.

Resolutions

• Ordinary: adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: dividend, if any, to be declared.
• Ordinary: re-appoint C. S. Nopany who retires by rotation.
• Special/Ordinary: approve material related party transactions with QBCs up to Rs 225 crore.

Dividend Details

• Dividend proposed at Rs 2.50 per equity share (25%).
• Record date 24 July 2026; payable after 5 August 2026.
• Dividend to be paid electronically; TDS as applicable.

Director Re-appointment

• Re-appoint C. S. Nopany as Non-Executive Chairman; retire by rotation.
• Remuneration last drawn Rs 95,000; terms to remain unchanged.

Material Related Party Transactions

• Aggregate RPT limit for QBC loans: Rs 225 crore.
• Related parties include Sutlej, Avadh, Magadh, Palash, Morton, Cinatolliah.
• Individual caps: Sutlej 50cr; Avadh 50cr; Magadh 50cr; Palash 25cr; Morton 25cr; Cinatolliah 25cr.
• Tenure up to 7 years; unsecured loans; omnibus approval sought.
• Promoter/director interests: C. S. Nopany and family; no voting by related parties.

Voting Outcomes

• Resolution 1: Outcome not disclosed in this notice.
• Resolution 2: Outcome not disclosed in this notice.
• Resolution 3: Outcome not disclosed in this notice.
• Resolution 4: Outcome not disclosed in this notice.
• Resolution 5: Outcome not disclosed in this notice.