SPL Industries Ltd

SPL Industries Limited trading window closure starts 1 October 2026 and will remain closed for 48 hours after Board approval of the financial results for the quarter ended 30 September 2026.

AGM Details

• AGM held on 13 August 2026 via VC/OAVM.
• Start time 11:00 AM; end time 12:20 PM.
• Cut-off voting date: 6 August 2026.
• Remote e-voting conducted 9–12 August 2026.
• Total shareholders on record: 14,019.

Key Resolutions and Outcomes

• Resolution 1: Adoption of Audited Financial Statements; passed with 99.97% in favour.
• Resolution 2: Re-appointment by rotation; approved.
• Resolution 3: Statutory Auditor appointment; approved.
• Resolution 4: Borrowing limit; approved.
• Resolution 5: Material Related Party Transaction; approved.
• Resolution 6: Investments/loans/guarantees under Section 186; approved.
• Resolution 7: Additional 186-related investments/loans; approved.
• Resolution 8: Managing Director re-appointment; approved.
• Resolution 9: Independent Director appointment; approved.
• Resolution 10: Independent Director appointment; approved.
• Resolution 11: Independent Director appointment; approved.

Dividend

• No dividend proposed or approved.

Director Changes

• Director re-appointment by rotation; approved.
• Managing Director re-appointment; tenure not disclosed.
• Three Independent Directors appointed.

Auditor Appointments

• Statutory Auditor appointed.

Material Related Party Transactions

• Material Related Party Transaction approved.

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.

SPL Industries – Standalone Q1 2026 results

• Subject: Standalone results for quarter ended 30 June 2026.
• Total income from operations: 2,355.34 lakh.
• Net profit after tax: 213.06 lakh.
• EPS (basic/diluted) before extraordinary items: 0.87.
• EPS after extraordinary items: 0.73.
• Board approved the results on 12 August 2026; Audit Committee reviewed.
• IND AS adoption noted; insignificant impact from IND AS 115 and 116.
• One securities non-receipt complaint resolved in the quarter.

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.

Meeting Details

• Board to meet on 12 August 2026 at 1:00 PM at Plot No-21, Sector-6, Faridabad, Haryana.

Key Agenda Items

• Consider and approve Un-Audited Financial Results (Standalone & Single Segment) for quarter ended 30 June 2026.
• Any other business with the consent of the Board.

Other Notes

• Notice convening the Board Meeting on 12 August 2026 will not be published in newspapers.

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.