Swadeshi Industries & Leasing Ltd

E-voting specifics

• E-voting platform provided by NDSL.
• Cut-off date for entitlement: 04 September 2026.
• AGM date: 15 September 2026 at 11:00 AM.
• Voting start: 12 September 2026, 09:00 IST.
• Voting end: 14 September 2026, 17:00 IST.

Financial highlights

• Standalone revenue 6,811.90 lakh; net profit 170.36 lakh; EPS 1.45.
• Consolidated revenue 6,846.02 lakh; net profit 173.08 lakh; EPS 1.47.
• Standalone tax expense 47.76 lakh; consolidated 57.93 lakh.
• Dividend per share declared: none for FY 2025-26.
• Warrants converted: 1,23,10,000 into equity on 5 Mar 2026.

Capital structure & equity

• Authorized capital increased to Rs 25 crore.
• Paid-up capital after issue: Rs 23.13 crore (2,31,27,950 shares).
• Warrants converted to 1,23,10,000 equity shares; post-conversion share count aligned with issue.

Dividends & shareholder matters

• No dividend declared for FY 2025-26.
• AGM planned for 15 Sep 2026; e-voting facility available.

Key corporate actions & approvals

• Appointment of CS Dipika Kataria as Secretarial Auditor for five years.
• Independents Dilip J. Pendse and Rajeev Ranjan Sarkari appointed as Directors.
• Change of name proposals under consideration; MOA/Object Clauses to be altered.
• Investment limit up to Rs 25 crore in other bodies; loans/guarantees up to Rs 25 crore.

Strategy & business developments

• Salasar Food Park in Rajasthan as integrated hub for processing & distribution.
• Swadeshi Aahar platform for health-oriented, preservative-free foods.
• Direct Source - Direct Processing - Direct Distribution model.
• Kirana Connect to link with stores; MSME Park at Udaipur planned.
• Dark Warehouse network for faster, local distribution; electric last-mile delivery.

Governance & audit

• Auditors GCAS & Associates LLP issued unmodified opinion.
• Secretarial Auditor Dipika Kataria appointed; online disclosures as per SEBI LODR.
• Board: 6 directors; 3 Executive, 3 Independent; 7 Board meetings in FY 2025-26.
• Vigil mechanism established; Code of Conduct under SEBI LODR; familiarisation for independents.

Subsidiaries & related-party disclosures

• Swadeshi Agrotech is a majority-owned subsidiary; revenue 34.12 lakh; net profit 2.71 lakh.
• Related-party transactions at arm's length; Jans Electromate revenue 5,690.71 lakh.
• Details of related-party balances, including KMP-related entities, disclosed in notes.

Outlook & risks

• Management expects phased rollout of Swadeshi Bharat model across regions.
• Focus on integrated supply chain, digitalisation, sustainability, and local employment.
• Risks include commodity price volatility, regulatory changes, and execution of multi-site expansion.

AGM Details

• AGM on 15 September 2026 at 11:00 A.M. IST via VC/OAVM.
• Register of Members and Share Transfer Books closed 05 September 2026 to 15 September 2026.

Key Resolutions

• Ordinary: Adopt audited standalone and consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Jayshree Sharma by rotation.
• Ordinary: Appoint CS Dipika Kataria as Secretarial Auditor for five years.
• Special: Appoint Dilip Pendse as Independent Director for five years.
• Special: Appoint Rajeev Ranjan Sarkari as Independent Director for five years.
• Special: Change company name to Swadeshi Industries Limited or Swadeshi Industries and Retail Limited.
• Special: Alter MOA to include mining, textiles, metals, renewables, EVs, logistics.
• Special: Invest up to Rs 25 crore in other bodies corporate.
• Special: Approve loans/guarantees/security under Section 185 up to Rs 25 crore.

Directors & Appointments

• Sharma to retire by rotation and stand for re-appointment.
• Pendse appointed Independent Director from 28 May 2026 for five years.
• Sarkari appointed Independent Director from 12 Aug 2026 for five years.

Auditors

• CS Dipika Kataria appointed Secretarial Auditor for five consecutive financial years; remuneration to be fixed by Board.

Related Party Transactions

• Investment in other bodies corporate up to Rs 25 crore.
• Loans/guarantees/security up to Rs 25 crore to entities with director interest.

Book closure and AGM details

• Book closure: 05 September 2026 to 15 September 2026 (inclusive).
• Purpose: Annual General Meeting.
• Security: Equity shares.
• Record date for voting entitlement: 14 August 2026 for remote e-voting.
• AGM date/time: 15 September 2026 at 11:00 AM via VC/OAVM.

Auditor changes

• Board meeting on 12 August 2026 approved change of internal and secretarial auditors.
• Internal Auditor appointed: HRJ & Associates, a well-established CA firm with audit and taxation expertise.
• Appointment noted as internal auditor; no term or effective date specified in filing.
• Secretarial Auditor appointed: Mrs Dipika Kataria (C.P. 9526); 16+ years’ secretarial audit experience.
• Dipika Kataria’s profile includes corporate laws, SEBI, and FEMA compliance expertise.
• Dipika Kataria has extensive experience in secretarial audits, due diligence, IPOs, and takeovers.
• Annexure contains appointment details.

Board change

• Rajeev Ranjan Sarkari appointed Additional Independent Director; effective 12 Aug 2026; to serve until next AGM.

CEO / KMP appointment

• Nitinkumar Radheshyam Sharma appointed CEO and KMP, effective 12 Aug 2026; profile: tech leader in AI, governance, cybersecurity.

Internal auditor appointment

• HRJ & Associates appointed Internal Auditor; effective 12 Aug 2026; profile: CA firm with audit and related services.

Secretarial auditor appointment

• Dipika Kataria appointed Secretarial Auditor; effective 12 Aug 2026; profile: CS with 16+ years in secretarial audits.

Financial results

• Standalone total income Rs 1,717.72 lakh; YoY +84.9% to Rs 929.43 lakh.
• Consolidated total income Rs 1,724.44 lakh; YoY +85.6% to Rs 929.43 lakh.
• Standalone PBT Rs 66.84 lakh; YoY +44.6% from Rs 46.18 lakh.
• Consolidated PBT Rs 69.68 lakh; YoY +50% from Rs 46.18 lakh.
• Standalone PAT Rs 53.00 lakh; YoY +53.0% from Rs 34.55 lakh.
• Consolidated PAT Rs 54.66 lakh; YoY +58.7% from Rs 34.44 lakh.
• Standalone EPS (Basic) Rs 0.23; (Diluted) Rs 0.24.
• Paid-up equity capital Standalone Rs 2,312.00 lakh (~Rs 23.12 crore).
• Audit status: Limited Review; no audit opinion expressed.
• Board approved results for quarter ended 30 June 2026; filed with exchanges.
• Notes: Company primarily trades copper items and agricultural commodities, earns commission.

Financial results

• Unaudited standalone and consolidated results approved for the quarter ended 30 June 2026.
• Limited Review Report on the unaudited results approved.
• Auditors' reports carry unmodified opinion for both standalone and consolidated results.

Governance and leadership

• Appointed Rajeev Ranjan Salari as Additional Independent Director, effective 12 Aug 2026.
• Nitinkumar Sharma redesigned from Independent Director to CEO and KMP, effective 12 Aug 2026.
• Jayshree Radheshyam Sharma, Lalkrishna Sharma, Nitesh Kumar reclassified as Promoter Directors.
• Secretarial Auditor appointed for FY2025-26.
• HRJ & Associates appointed internal auditor for FY2026-27.
• Draft Board Report and Annual Report for FY2025-26 prepared.
• Dipika Kataria appointed Scrutinizer for remote e-voting and AGM.

Regulatory and corporate changes

• Amendment in Main Object Clause of MOA; subject to member approval.
• Change in company name; subject to member approval.
• Amendment in MOA and AoA pursuant to name change; subject to member approval.
• Decide AGM date, time, venue and approve Notice with Explanatory Statement.
• Record date and Book Closure Date fixed for AGM and remote voting.