AGM Details

The 37th Annual General Meeting will be held on Wednesday, September 30, 2026 at 03:00 PM IST through Video Conferencing/Other Audio Visual Means in accordance with MCA and SEBI circulars.

Ordinary Business

1. To receive, consider and adopt:

  • Audited standalone financial statements for FY ended March 31, 2026 with reports of Board of Directors and Auditors
  • Audited consolidated financial statements for FY ended March 31, 2026 with report of Auditors

2. To appoint director in place of Mr. Siddharth Vyas (DIN: 01833867) who retires by rotation

Special Business

3. Ratification of Remuneration of Cost Auditor

  • Resolution to ratify remuneration payable to M/s. Rajendra Patel & Associates, Cost Accountants
  • Amount: ₹75,000 per annum plus GST and reimbursement of out-of-pocket expenses
  • For conducting audit of cost records for financial year 2026-27

4. Appointment of Mr. Ankit Kishorbhai Shah as Non-Executive Independent Director

  • DIN: 11821847
  • Appointed as Additional Independent Director w.e.f. August 13, 2026
  • Proposed appointment for five consecutive years from August 13, 2026 to August 12, 2031
  • Not liable to retire by rotation
  • MBA (Finance) qualification with over 20 years experience in steel trading industry

5. Appointment of Mr. Jaldeep Prakashbhai Patel as Non-Executive Independent Director

  • DIN: 11821907
  • Appointed as Additional Independent Director w.e.f. August 13, 2026
  • Proposed appointment for five consecutive years from August 13, 2026 to August 12, 2031
  • Not liable to retire by rotation
  • PGDM (Communication), B.Com qualification with over 20 years experience in sales and marketing

6. Increase and Alteration of Authorized Share Capital

  • Resolution to increase authorized share capital from ₹50,00,00,000 to ₹100,00,00,000
  • From 50 crore equity shares of ₹1 each to 100 crore equity shares of ₹1 each
  • Consequent alteration of Clause V of Memorandum of Association

7. Approval of Loans, Investments, Guarantee or Security under Section 185

  • Resolution to authorize Board to enter into material related party transactions
  • For advancing loans, giving guarantees, or providing security to subsidiaries, associates or joint ventures
  • Aggregate sum up to ₹5,000 crores
  • Loans to be utilized for principal business activities of borrowing company

8. Issuance of Equity Shares to Lenders on Preferential Basis

  • Resolution to issue up to 14,47,94,474 equity shares of face value ₹1 each
  • Issue price: ₹9.34 per equity share aggregating ₹135.24 crores
  • To lenders by conversion of part coupon payable on non-convertible debentures
  • Reference date for pricing: March 13, 2026 (date of common consensus for Resolution Plan)
  • Allocation details:
  • Axis Bank Limited: 2,40,47,222 shares (₹22.46 crores)
  • Bank of India: 57,91,538 shares (₹5.41 crores)
  • ICICI Bank Limited: 1,06,13,081 shares (₹9.91 crores)
  • IDBI Bank Limited: 30,84,441 shares (₹2.88 crores)
  • Karur Vysya Bank: 16,56,286 shares (₹1.55 crores)
  • Punjab National Bank: 4,92,20,325 shares (₹45.97 crores)
  • State Bank of India: 2,09,15,777 shares (₹19.54 crores)
  • Union Bank of India: 2,94,65,804 shares (₹27.52 crores)
  • Shares to be locked-in for minimum one year from allotment date
  • Part of resolution plan under RBI (Commercial Banks – Resolution of Stressed Assets) Directions, 2025

9. Issuance of Equity Shares to Mr. Shashin Patel on Preferential Basis

  • Resolution to issue up to 7,55,55,555 equity shares of face value ₹1 each
  • Issue price: ₹9.00 per equity share aggregating ₹68.00 crores
  • To Mr. Shashin Patel (promoter group member) by conversion of existing unsecured loan
  • Relevant date for pricing: August 31, 2026
  • Shares to be locked-in for eighteen months from trading approval date
  • Pre-preferential allotment shareholding of allottee locked-in for ninety trading days from trading approval

Share Capital Impact

  • Pre-issue share capital: 17,15,70,800 equity shares
  • Post-issue share capital: 39,19,20,829 equity shares
  • Promoter holding change: from 25.52% (4,37,87,981 shares) to 30.45% (11,93,43,536 shares)
  • Public holding change: from 74.48% (12,77,82,819 shares) to 69.55% (27,25,77,293 shares)

Voting Arrangements

  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Cut-off date for voting rights: September 23, 2026
  • Scrutinizer: Mr. Ravi Kapoor, Practicing Company Secretary
  • Results to be placed on company website and stock exchange websites within two working days

Additional Information

  • Annual Report containing AGM notice sent through electronic mode to members
  • Documents available on company website: www.sadbhaveng.com
  • Register of Members and Share Transfer Books closed from September 24, 2026 to September 30, 2026
  • Unclaimed dividend for FY 2018-19 (declared September 25, 2019) to be transferred to IEPF on October 25, 2026