Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SIL Investments Limited

Purpose and Nature of the Disclosure

This document is a notice and disclosure related to the 92nd Annual General Meeting (AGM) of SIL Investments Limited, issued in compliance with Regulation 36(1)(b) of the SEBI LODR Regulations, 2015. It serves to inform shareholders and stock exchanges of the meeting's details, the proposed resolutions, and the voting procedures.

Date, Location, and Type of Meeting

The Ninety Second Annual General Meeting of the Members of SIL Investments Limited will be held on Friday, 31st July, 2026 at 3.00 p.m. The meeting will be conducted entirely through Video Conference (VC) or Other Audio-Visual Means (OAVM). The deemed venue for the AGM is the Registered Office of the Company at Pachpahar Road, Bhawanimandi 326 502 (Rajasthan).

Summary of Proposed Resolutions and Their Implications

The AGM will transact the following business:

A. ORDINARY BUSINESS:

1. To receive, consider and adopt the standalone Audited Financial Statements of the Company as at 31st March, 2026, together with the Reports of the Auditors and Directors thereon.

2. To receive, consider and adopt the consolidated Audited Financial Statements of the Company as at 31st March, 2026, together with the Reports of the Auditors thereon.

3. To declare Dividend, if any. The Board has recommended a dividend of Rs. 2.50 per equity share of Rs. 10/- each (i.e. 25%).

4. To appoint a Director in place of Mr. C. S. Nopany (DIN 00014587), who retires by rotation and, being eligible, offers himself for re-appointment.

B. SPECIAL BUSINESS:

5. To consider and pass an ORDINARY RESOLUTION to approve the company entering into loan contracts / arrangements / transactions, deemed to be "Material Related Party Transactions", with specified entities. The resolution seeks omnibus approval for loans not exceeding an aggregate of Rs. 225 crore to the following related parties:

  • Sutlej Textiles and Industries Limited (Rs. 50 crore)
  • Avadh Sugar & Energy Limited (Rs. 50 crore)
  • Magadh Sugar & Energy Limited (Rs. 50 crore)
  • Palash Securities Limited (Rs. 25 crore)
  • Morton Foods Limited (Rs. 25 crore)
  • Cinatolliah Tea Limited (Rs. 25 crore)

The loans will be unsecured, for a tenure not exceeding 7 years, at an arm's length interest rate to be decided by the Audit Committee and Board, and will be used for the operations of the parties including capital expenditure and working capital requirements. The approval shall remain valid until the next AGM.

Voting Process and Methods Used

The facility for appointment of Proxy is not available for this virtual AGM.

National Securities Depository Limited (NSDL) will provide the facility for:

1. Remote e-Voting: The remote e-Voting period commences on 27th July, 2026 (9:00 am) and ends on 30th July, 2026 (5:00 pm).

2. e-Voting during the AGM: Only members present at the AGM via VC/OAVM who did not vote remotely can vote during the meeting.

3. Attendance via VC/OAVM: Members can join the meeting 30 minutes before its commencement using their e-Voting credentials on the NSDL platform. The facility is available for the first 1000 members on a first-come, first-served basis, excluding large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors.

The cut-off date for determining eligibility to vote is 24th July, 2026.

Key Voting Outcomes and Scrutinizer's Role

  • Mr. Rajendra Chouhan of M/s. CSM & Co., Practicing Company Secretaries has been appointed as the Scrutinizer to scrutinize the entire e-Voting process in a fair and transparent manner.
  • The Scrutinizer will submit his report to the Chairman not later than two working days from the conclusion of the AGM.
  • The results declared along with the Scrutinizer's report will be communicated to the Stock Exchanges (BSE and NSE), NSDL, and displayed on the Company's website, www.silinvestments.in.

Confirmation of Compliance

This notice and the accompanying explanatory statement confirm compliance with the applicable provisions of:

  • The Companies Act, 2013 (including Section 102 for the explanatory statement).
  • The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including Regulations 23, 36, and 44).
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI regarding virtual AGMs and e-voting.
  • Secretarial Standard 2 on General Meetings.

Names and Roles of Signatories

The notice is signed by:

  • Lokesh Gandhi, Company Secretary and Compliance Officer

Dividend Details

  • The Company has fixed Friday, 24th July, 2026 as the 'Record Date' for determining entitlement to the proposed dividend.
  • The dividend, if declared, will be Rs. 2.50 per equity share.
  • It will be paid on or after 05th August, 2026, subject to TDS.
  • Payment will be made only in electronic mode, as mandated by SEBI.
  • Members must ensure their KYC details, PAN, and bank account information are updated with the Registrar and Transfer Agent (RTA) or their Depository Participant (DP) to receive the dividend.

Other Relevant Information

  • Registrar and Share Transfer Agent (RTA): MUFG Intime India Pvt. Ltd., C-101, Embassy 247, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400083. Contact: +91 8108116767, investor.helpdesk@in.mpms.mufg.com.
  • The RTA has launched a 'SWAYAM' Member Self-Service Portal at https://swayam.in.mpms.mufg.com.
  • Members are urged to convert their physical shares to demat form and update all KYC details.
  • The Annual Report and AGM Notice are available on the company's website and the websites of BSE (www.bseindia.com), NSE (www.nseindia.com), and NSDL (www.evoting.nsdl.com).