Suraj Products Ltd

Suraj Products Limited – Trading Window closed from 1 October 2026 till end of 48 hours after declaration of the financial results of the Company for the quarter and half year ended September 30, 2026.

AGM Details

• Date/time scheduled for September 2026; mode: physical AGM at registered office; record date disclosed.
• Total shareholders on record; attendance reported by promoter group and public.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adopt standalone financial statements and reports; passed.
• Resolution 2 (Ordinary): Adopt consolidated financial statements and auditor's report; passed.
• Resolution 3 (Ordinary): Declare dividend on equity shares; passed.
• Resolution 4 (Ordinary): Re-appoint director by rotation; passed.
• Resolution 5 (Special): Ratify remuneration to Cost Auditor for FY 2026-27; passed.
• Resolution 6 (Special): Alter Memorandum of Association; passed.
• Resolution 7 (Special): Alter Articles of Association; passed.
• Resolution 8 (Special): Increase authorised share capital; passed.
• Resolution 9 (Special): Issue 2.5 million fully convertible warrants on preferential basis; passed.
• Resolution 10 (Special): Issue up to equity shares to non-promoter on preferential basis; passed.

Dividend

• Dividend declared on equity shares.

Directors & auditors

• Director by rotation approved for continued service.
• Cost Auditor remuneration ratified; no change in statutory auditor.

Capital actions & approvals

• Increased authorised share capital.
• Issuance of fully convertible warrants on preferential basis.
• Preferential allotment of equity shares to non-promoter.
• Alterations to Memorandum and Articles of Association.

AGM Details

• AGM held on 12 September 2026 from 4:00 PM to 5:15 PM IST.
• Mode: physical meeting at the registered office.
• Chaired by Mr. C.K. Bhartia; 41 members attended.
• Notice dated 14 August 2026 circulated with the Annual Report.
• Annexure A contains the summary of proceedings.

Ordinary business

• Adoption of standalone financial statements for FY 2025-26.
• Adoption of consolidated financial statements for FY 2025-26.
• Dividend declaration on equity shares proposed (ordinary resolution).
• Re-appointment of Sunita Dalmia as director liable to retire by rotation.

Special business

• Ratification of remuneration to Cost Auditor for FY 2026-27.
• Alteration in Memorandum of Association (special resolution).
• Alteration in Articles of Association (special resolution).
• Increase in authorized share capital (special resolution).
• Issuance of 25 lakh fully convertible warrants on a preferential basis.
• Issuance of up to 5 lakh equity shares to non-promoter on preferential basis.

Voting status

• Results of remote e-voting and ballot will be intimated separately.

Investor Relations Appointment

• Engagement Letter executed with Go India Advisors to provide Investor Relations Management Services.
• Engagement effective from September 1, 2026.
• Disclosure made under Regulation 30 of SEBI LODR.
• Information to be posted on the company website.
• Disclosures submitted to BSE and CSE.

Financial performance

• Standalone revenue from operations ₹30,378.67 lakh in FY25-26.
• PAT: ₹1,884.79 lakh, down from ₹2,143.39 lakh.
• EBITDA: ₹3,236.61 lakh, down from ₹3,771.57 lakh.
• EPS: ₹16.53; basic and diluted same.
• Sponge Iron 37,981 MT; Billets 71,242 MT; TMT Bars 62,861 MT.
• Net debt to equity and liquidity signals strong cash position.

Operational performance

• Sponge Iron production: 37,981 MT; Pig Iron 20,202 MT.
• MS Billets: 71,242 MT; TMT Bars: 62,861 MT.
• Captive power and downstream focus; energy stability underpin margins.

Dividend & shareholder returns

• Final dividend proposed: ₹2.25 per share (22.5%), subject to AGM approval.
• Dividend outflow estimated at ~₹2.56 crore.

Capital raising and corporate actions

• 35th AGM on 12 Sep 2026; resolutions include MOA/AOA changes.
• Increase authorized share capital from ₹12 Cr to ₹15 Cr.
• Preferential issue planned: up to 5,00,000 equity shares and 25,00,000 warrants.
• Issue price set at ₹231 per security; floor price ₹230.04 VWAP; ₹229.23 valuation per share (IRV).
• Warrants convertible within 18 months; listing to be on BSE and CSE (equity).
• Relevant date for pricing: 13 Aug 2026.

Strategic developments

• Abu Dhabi subsidiary Suraj Iron & Steel Manufacturers L.L.C.-SPC; 4 Lakh TPA capacity.
• Project cost estimated ₹175 crore; funding via internal accruals and preferential proceeds.
• Operational target: FY2027-28; funds earmarked for project and general corporate purposes.

Governance & audits

• Auditors: GARV & Associates; no material qualifications in Standalone Audit.
• Secretarial Audit (MR-3): no qualifications.
• FY25-26 board meetings: four; director Sunita Dalmia retires by rotation (re-appointment proposed).

CSR & ESG

• CSR spend FY25-26: ₹58.69 lakh; 2% average net profit obligation ₹68.19 lakh.
• Unspent CSR of ₹10 lakh carried to Unspent CSR account.
• Ongoing Rural Health initiative in Odisha; other programs in education, healthcare, rural development.

Shareholding & market data

• Promoter group pre-issue holding: 84,01,800 shares (73.70%).
• Post-issue promoter holding: 1,04,01,800 shares (72.23%).
• Shareholding mix: Promoter 73.70%; Indian Public 24.58%; Private Corporate Bodies 1.72%.
• BSE code 518075; CSE code 13054; ISIN INE069E01019.

AGM details

• Date/time: 12 Sep 2026 at 4:00 PM; mode: physical at Registered Office
• Record date: 05 Sep 2026; book closure: 05–12 Sep 2026
• Remote e-voting: 09–11 Sep 2026

Ordinary business

• Adopt standalone financial statements for year ended 31 Mar 2026
• Adopt consolidated financial statements for year ended 31 Mar 2026
• Declare final dividend of ₹2.25 per equity share
• Re-appoint Sunita Dalmia as director, liable to retire by rotation

Cost auditor remuneration

• Ratify remuneration of Cost Auditor for 2026-27: ₹30,000 plus GST; expenses reimbursed
• Board empowered to take necessary actions to implement the resolution

Alter MOA

• Special resolution to alter MOA to align with Companies Act 2013
• Board authorized to do all acts to give effect

Alter AoA

• Special resolution to replace AoA with new set; board authorized

Increase in authorized share capital

• Increase from ₹12 crore to ₹15 crore; MOA to be amended accordingly
• Board authorized to file requisite documents with regulators

Preferential issue – warrants

• Issue up to 25,00,000 fully convertible warrants at ₹231 each
• Warrants convertible within 18 months; to promoter/promoter group and non-promoter
• Floor price and related ICDR terms apply; relevant date 13 Aug 2026
• Aggregate proceeds up to ₹57.75 crore

Preferential issue – equity shares

• Issue up to 5,00,000 equity shares at ₹231 each
• Proceeds up to ₹11.55 crore; to non-promoter category
• Floor price via ICDR; lock-in and listing considerations per regulations

Auditors

• Statutory auditors: GARV & Associates
• Cost auditors: remuneration ratification requested

Related party considerations

• Preferential issue involves promoter/promoter group and non-promoter categories
• Post-issue promoter holding disclosed; no change in control anticipated

Dividend details

• Dividend proposed: ₹2.25 per equity share (22.5% of face value)
• Tax deducted at source where applicable; cutoff date 05 Sep 2026

Results overview

• Board approves standalone and consolidated unaudited results for quarter ended June 30, 2026.
• NIL revenues for subsidiary; net loss Rs 8.67 Lakhs for the quarter.
• Consolidated results include one subsidiary; other subsidiary results not material to Group.
• Auditor's review under SRE 2410; no material misstatement observed.
• One subsidiary's interim results show NIL revenues; net profit Rs (8.67) Lakhs; comp income Rs (6.29) Lakhs.

Financial results approved

• Standalone unaudited Q1 FY2026 results approved, quarter ended 30 June 2026.
• Consolidated unaudited Q1 FY2026 results approved, quarter ended 30 June 2026.
• Limited Review Reports issued by statutory auditors accompanying both results.

Capital structure actions

• Authorised share capital increased from INR 12 crore to INR 15 crore.
• Preferential issue up to 5,00,000 equity shares at INR 231.
• Aggregate up to INR 11.55 crore to non-promoters, subject to approvals.
• FCW issue up to 25,00,000, convertible within 18 months at INR 231.
• Aggregate up to INR 57.75 crore; to promoters and others; subject to approval.
• Stock exchanges' in-principle approvals to be obtained prior to allotment.

Shareholder meeting and timelines

• 35th AGM on Sep 12, 2026, 4:00 PM at registered office.
• Record date for final dividend: Sep 05, 2026.
• Relevant date for minimum issue price: Aug 13, 2026.
• Remote e-voting: Sep 9–11, 2026; cut-off Sep 5, 2026.
• Dividend, if declared, paid within 30 days after AGM.

MOA/AOA amendments

• Alteration and adoption of MOA and AOA per Companies Act 2013; shareholder approval required.

Regulatory and other notes

• Labour Codes: revised employee compensation from Apr 1, 2026; no material impact.
• Gratuity liability to be recognised prospectively; ongoing monitoring.
• Company operates in one segment: finished iron ore product.

Proposed allottees and annexures

• Annexure A: Accent Agencies Private Limited proposed for 5,00,000 equity shares.
• Annexure B: FCW allottees include promoter group; total 25,00,000 warrants.
• Annexure C: pre/post-shareholding; promoters and non-promoters post-dilution combined 72.23%.