SPL Industries Ltd

AGM details

• AGM held on 13 August 2026 at 11:00 A.M. via video conferencing (VC/OAVM).
• Quorum present throughout the meeting.
• Remote e-voting conducted Aug 9–12, 2026; AGM voting available.
• Scrutinizer appointed for remote and AGM e-voting.
• Meeting concluded at 12:20 P.M.

Key resolutions

• Adoption of Audited Financial Statements for FY 2025-26 (outcome pending).
• Re-appointment of director by rotation.
• Appointment of Statutory Auditors.
• Maintain borrowing limit under Section 180(1)(c).
• Approval for material related party transactions.
• Loans, investments, guarantees or securities under Sections 185/186.
• Re-appointment of Managing Director.
• Appointment of Independent Directors.

Voting status

• Voting results will be notified to stock exchanges and on the company website within two working days.

Financial results approved

• Board approved unaudited standalone single-segment results for quarter ended 30 June 2026.
• Limited Review Report attached; results reviewed by Audit Committee and statutory auditors.
• Segment information disclosed only for standalone results per IND AS 108.

Regulatory/compliance notes

• One complaint received regarding non-receipt of securities in the quarter.

Financial performance

• Standalone total income: 8,878.11 Lakhs; down from 15,319.61
• Net profit after tax: 706.10 Lakhs; prior year 979.15
• EPS: 2.43; prior year 3.38
• Profit before tax: 609.94 Lakhs; prior year 1,295.24
• Tax expense: (96.16) Lakhs
• Cash flow from operations: 1,441.19 Lakhs
• Net worth: 21,604.62 Lakhs; up from 20,894.80
• Total assets: 23,508.62 Lakhs; up from 22,212.38
• No final dividend declared for FY2025-26

Geography and segments

• Geography: India revenue 4,820.37; Outside India 4,057.74
• Manufacturing revenue: 3,345.33; Trading revenue: 5,532.78
• Total segment revenue: 8,878.11
• One customer with 10%+ revenue share in manufacturing; one in trading

Capital allocation & dividends

• Dividend: no final dividend for 2025-26
• Share capital: Rs 2,900 Lakhs; 29,000,004 shares
• Promoter holding: 73.11%
• Dematerialisation: 97% of shares dematerialised
• Regulatory note: Dividend Distribution Policy not applicable for small cap

Capital structure & liquidity

• Borrowing limit approved: Rs 100 Crores under Sec 180(1)(c)
• Advances to Advitya Residency LLP: Rs 1,500 Lakhs
• Net deferred tax liability: Rs 71.29 Lakhs
• Current liabilities: Rs 1,744.91 Lakhs; Current assets: Rs 10,011.52 Lakhs
• Total assets: Rs 23,508.62 Lakhs

Governance & board

• Board size: 6; 2 Executive, 3 Independent, 1 Non-Executive
• MD remuneration: Rs 41.66 Lakhs per month
• MD term: 2026-05-15 to 2031-05-14
• Independent directors reappointed for 2026-2031: Rout, Bansal, Jalan
• Statutory auditor: Raghu Nath Rai & Co; fee Rs 7.5 Lakhs for 2026-27 (up to Rs 10 Lakhs later)
• Secretarial auditor: Agarwal S. & Associates; Internal auditor: Vatss & Associates
• CSR Committee: Rout (Chair), Aggarwal, Agarwal; 4 meetings

Related party transactions

• Material RPT with Shivalik Prints Limited: Rs 300 Crores; 431% of prior turnover
• RPT approvals: Audit Committee; omnibus approvals; shareholders’ approval required for material RPT
• KMP remuneration: Rs 578.35 Lakhs; remuneration payable Rs 33.40 Lakhs
• Advance to Advitya Residency LLP: Rs 1,500 Lakhs
• RPT with promoter group entities disclosed; related parties cannot vote on Item 5

Audits & internal control

• Statutory audit: unmodified opinion; no qualifications
• Secretarial audit: unqualified; no adverse remarks
• Internal controls: adequate; no material weaknesses
• No defaults to banks; no penalties reported
• CEO/CFO certificate on financials submitted

CSR & ESG disclosures

• CSR expenditure: Rs 35.30 Lakhs; 2% average net profit Rs 35.17 Lakhs
• Excess CSR spent: Rs 0.13 Lakhs; unspent CSR carried forward Rs 11.65 Lakhs
• CSR Committee met 4 times; policy on CSR and BR disclosed
• CSR activities include health care, education, welfare; policy on board diversity and environment

Outlook & risks

• US tariff headwinds impacted export volumes; 25% reciprocal tariff persisted
• Domestic/export demand subdued; volatility in raw materials and pricing
• Government incentives like PLI and PM MITRA support textiles
• Opportunity in sustainable textiles; diversification into new geographies and product lines
• Management remains optimistic about future operational and financial improvement

AGM Details

• AGM on 13 August 2026 at 11:00 IST, held via VC/OAVM.
• Attendance cut-off date 6 August 2026; remote e-voting window 9–12 August 2026.

Ordinary Business

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Mrs. Shashi Agarwal, retiring by rotation.
• Appoint Raghu Nath Rai & Co as Statutory Auditors; board to fix remuneration.

Borrowing Authority

• Special Resolution to borrow up to Rs 100 crore from time to time.

Material Related Party Transaction

• Approve related party transaction with Shivalik Prints Limited up to Rs 300 crore.

RPT Voting Note

• Related party to abstain from voting on item 5; Audit Committee approved.

Investments/Loans under 186

• Authorize investments/loans/guarantees/securities up to Rs 250 crore outstanding at any time.

Loans/Investments under 185

• Approve loans/guarantees/securities to related parties up to Rs 100 crore.

Managing Director

• Re-appoint Mukesh Kumar Aggarwal as MD for five years; monthly remuneration Rs 41,66,667.

Independent Directors Re-appointments

• Re-appoint Sudeepta Rout as Independent Director for 2026–2031.
• Re-appoint Varun Bansal as Independent Director for 2026–2031.
• Re-appoint Vikash Jalan as Independent Director for 2026–2031.

Other Information

• Resolutions deemed passed on meeting date subject to requisite votes; related details in notice.

Appointments

• Internal Auditor: Vatss & Associates appointed for FY 2026-27, effective July 15, 2026.
• Statutory Auditor: Raghu Nath Rai & Co appointed for 5-year term from 35th AGM conclusion, pending shareholder approval.

Governance & Approvals

• Borrowing limit under Section 180(1)(c) to be maintained, subject to AGM approval.
• Material Related Party Transactions up to AGM 2027, subject to shareholder approval.
• Fix limit for investments/loans/guarantees/securities under Section 186, subject to AGM.
• Fix limit for loans/investments/guarantee or security under Section 185, subject to AGM.
• Board's Report for FY 2025-26 approved.
• Draft notice of 35th AGM scheduled for 13 August 2026 at 11:00 AM via VC/OAVM.

Other Matters

• Any other business transactions considered and approved.

Dematerialisation processing and related actions

• Dematerialisation requests were processed within 15 days of receipt, with approvals/rejections communicated.
• Securities dematerialised were listed on the stock exchanges where the original securities are listed.
• Physical certificates were mutilated and cancelled after verification; the depository's name was substituted as registered owner.

SPL Industries Ltd — Trading Window Closure from July 1, 2026; will reopen upto 48 hours after the date of approval of the aforesaid financial results by the Board of Directors of the Company for the quarter ended June 30, 2026

Shareholding Change

• Promoter Kiran Aggarwal transferred 8,07,784 SPL Industries Limited shares (2.79%) by gift on 25-06-2026.
• Pre-transfer holding was 22.87%; post-transfer holding is 20.08% of paid-up capital.

Financial results approved

• Approved audited standalone results for year ended 31 March 2026.
• Also approved unaudited standalone results for quarter ended 31 March 2026.
• Approved standalone balance sheet, cash flow statement, and segment information.
• Auditor issued an unmodified opinion on the annual standalone results.

Performance highlights

• Revenue from operations was ₹13,942.23 lakh for FY2025-26.
• Net profit was ₹979.15 lakh for FY2025-26.
• Total comprehensive income was ₹977.41 lakh for FY2025-26.
• Cash and cash equivalents closed at ₹119.30 lakh.

Regulatory and compliance disclosures

• Two complaints were received during the quarter and year, and both were resolved.
• Company reported nil outstanding qualified borrowings and nil incremental qualified borrowings.
• Auditor noted related-party transaction disclosures must be submitted in prescribed format.