XL Energy Ltd

XL Energy Ltd: Trading window closed from Thursday, October 01, 2026; will reopen 48 hours after declaration of Un-Audited Financial Results for the quarter ended September 30, 2026.

AGM and annual report access

• Intimation under SEBI Listing Regulations regarding web-link access to the FY2025-26 Annual Report.
• 39th AGM scheduled for 30 September 2026 at 4:00 PM IST via VC/OAVM.
• Notice of AGM and Annual Report for FY2025-26 available via provided web-links.
• E-voting window open from 26 September 2026 9:00 AM to 29 September 2026 5:00 PM IST.
• Cut-off date to determine entitlement for e-voting: 23 September 2026.
• Members advised to update KYC with RTA/DP if shares are held in physical/electronic form.
• Web-links for Notice and Integrated Annual Report hosted on Google Drive folders.

Financial performance

• Revenue from operations: NIL for FY2025-26.
• Other Income: Rs 30.70 Lakhs in FY2025-26.
• Profit before tax: Rs (308.11) Lakhs in FY2025-26.
• Profit after tax: Rs (308.11) Lakhs in FY2025-26.
• Basic and Diluted EPS: (19.24) Rs.

Capital restructuring

• Authorized share capital reclassified to 15,00,00,000 equity shares.
• Equity share capital after restructuring: 16,01,100 shares.
• Entire promoter/promoter group shares extinguished without consideration.
• SRAs allotted 15,21,000 equity shares; 80,100 issued to public.
• Existing public shareholders reconstituted; SRAs hold 95%, public 5%.
• Balance sheet reflects post-restructuring capital; depository actions pending.

Listing status and relisting

• Trading status changed from Delisted to Suspended on 28 May 2025.
• NSE appeal; NCLAT directions pending; Supreme Court stay on relisting pending final outcome.
• Relisting and depository actions pending as of 31 March 2026.
• ROC filings completed; regulatory actions for relisting pending.

Governance and board transition

• Board not fully operational; Monitoring Committee oversees governance and plan implementation.
• As at 31 March 2026, six directors; three Independent Directors; no regular chair.
• Karishma Jain designated as Executive Director and CFO from 9 December 2025.
• Suryakant Kadakane Maruti appointed Independent Director from 9 December 2025.
• Harsh Jain appointed Manager (KMP) from 4 August 2026; subject to AGM.

Post-year-end changes

• Post-year-end: Kathuria and Mittal resigned as Independent Directors.
• Sandeep Hisaria resigned as Whole-Time Director; Pankaj Jain appointed as Independent Director.

Audits and controls

• Statutory auditors Pavuluri & Co; Secretarial Suprabhat & Co; Internal Bhavani & Co.
• Auditors issue a qualified opinion; unresolved resolution plan and relisting delays cited.
• Material uncertainty about going concern; not modified in opinion.
• Internal controls adequate but not fully operational during transition.

Dividends and reserves

• Dividend for FY2025-26: Nil.
• No transfers to reserves during the year.

Related party transactions

• RPT disclosures in Note 14; SRAs became related parties post-resolution.
• Equity infusion to SRAs occurred in 2024-25; none in 2025-26.
• Outstanding balance with Jupiter City Developers: Rs 33.69 Lakhs.

Outlook and risks

• Outlook tied to completion of Resolution Plan actions and relisting.
• Risks include NSE/NCLAT appeals and regulatory clearance delays.
• Liquidity and legacy liabilities management remain key.

AGM Details

• AGM date and time: 30 September 2026 at 04:00 PM IST via VC/OAVM.
• Cut-off date for voting: 23 September 2026.
• Remote e-voting period: 26–29 September 2026.
• Register of Members/Share Transfer books closed: 24–30 September 2026.

Resolutions Proposed

• Adopt Audited Financial Statements for year ended 31 March 2026 (Ordinary).
• Re-appoint Naresh Manakchand Jain as Director by rotation (Ordinary).
• Appoint Mr. Pankaj Jain as Non-Executive Independent Director for five years (Special).
• Appoint Mr. Harsh Jain as Manager for five years (Ordinary).
• Appoint Mr. Suryakant Kadakane Maruti as Independent Director for five years (Special).

Voting / Results

• Voting results not disclosed in this filing.

Director Changes

• Pankaj Jain appointed Non-Executive Independent Director for five years from 04 Aug 2026.
• Harsh Jain appointed Manager for five years from 04 Aug 2026; Rs 20,000/month.
• Suryakant Kadakane Maruti appointed Independent Director for five years from 9 Dec 2025 to 8 Dec 2030.
• Naresh Manakchand Jain to be re-appointed as Director by rotation.

Background / Context

• CIRP ongoing; relisting compliance pending; Resolution Plan implementation in progress.

Interim results and review

• Quarter ended June 30, 2026: standalone interim results reviewed, not audited.
• Review conducted under SRE 2410; no material misstatement identified.
• Statement prepared per Ind AS 34 and SEBI LODR Regulation 33 disclosures.
• Auditor: Pavuluri & Co; Partner Achuta Ramaiah Pavuluri; report date 12 Aug 2026.

Meeting Details

• Monitoring Committee of XL Energy Limited to meet on 12 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve un-audited financial results for the quarter ended June 30, 2026.
• Any other item, if any.

Other Notes

• Trading window for insiders closed from 01 July 2026 till 48 hours after the results declaration.

Resigning director

• Sandeep Kumar Hisaria, Whole Time Director, resigns from XL Energy Limited.
• Directorship type: Executive/Whole Time Director.
• Effective date: 05 August 2026 close of business hours.
• Reason: to pursue opportunities outside the Company.
• No other material reasons disclosed.
• Board membership affected: vacating the Whole Time Director position on the Board.
• Other listed entities where the director holds roles: not disclosed.
• Consequential changes to board/committee: none disclosed.