Key Event Details

EGM Scheduling and Book Closure

The Extra-Ordinary General Meeting (EGM) of Sindhu Trade Links Limited is scheduled to be held on 18th June, 2026 through Video Conferencing / Other Audio Visual Means (VC/OAVM).

The Register of Members & Share Transfer Books will remain closed from Friday, 12th June, 2026 to Thursday, 18th June, 2026 (both days inclusive) for the purpose of the EGM.

E-Voting Arrangements

The company has provided facility for e-voting through NSDL. The e-voting period begins on Monday, 15th June, 2026 (9:00 AM IST) and ends on Wednesday, 17th June, 2026 (5:00 PM IST). Shareholders holding shares as on the record date (12th June, 2026) may cast their votes electronically.

Agenda Items for Shareholder Approval

1. Increase in Authorized Share Capital

Proposal to increase Authorized Share Capital from ₹156,00,00,000 divided into 156,00,00,000 equity shares of ₹1 each to ₹196,00,00,000 divided into:

  • 186,00,00,000 equity shares of ₹1 each
  • 10,00,00,000 cumulative compulsory convertible preference shares of ₹1 each

This requires alteration of Clause V of the Memorandum of Association.

2. Material Related Party Transactions Approval

Approval sought for two acquisitions qualifying as material related party transactions:

Transaction A (Overseas): Acquisition of 53.67% equity shareholding (11,300 shares) in Advent Coal Resources Pte. Ltd. from Indo Pacific Partners Trust (where Mr. Dev Sindhu is current beneficiary) for ₹478.044 Crore

Transaction B (Domestic): Acquisition of 50.1% equity shareholding (21,36,765 shares) in Sainik Mining and Allied Services Limited from promoter group entities for ₹225.45 Crore

3. Advent Coal Resources Acquisition Details

Total Acquisition: 78.26% equity shareholding (16,477 shares) in Advent Coal Resources Pte. Ltd.

Total Consideration: ₹697.056 Crore

Price per share: ₹423,047.70

Selling Shareholders Breakdown:

  • Indo Pacific Partners PTC Limited: 11,300 shares (53.67%) - ₹478.044 Crore
  • Astrea Fund Limited: 4,122 shares (19.58%) - ₹174.380 Crore
  • RMK Investments Pte. Ltd.: 395 shares (1.88%) - ₹16.710 Crore
  • Sub Rosa Partners Pte. Ltd.: 264 shares (1.25%) - ₹11.168 Crore
  • Artham Resources Management - FZCO: 264 shares (1.25%) - ₹11.168 Crore
  • Sharifah Binti Syed Mohamad: 132 shares (0.63%) - ₹5.584 Crore

Consideration Mechanism: Preferential allotment of 30,04,55,030 equity shares of ₹1 each at premium of ₹22.20 per share (total issue price ₹23.20 per share)

Allotment Details:

  • Indo Pacific Partners: 20,60,53,398 shares (11.18% post-issue)
  • Astrea Fund Limited: 7,51,63,903 shares (4.08% post-issue)
  • RMK Investments: 72,02,752 shares (0.39% post-issue)
  • Sub Rosa Partners: 48,13,991 shares (0.26% post-issue)
  • Artham Resources: 48,13,991 shares (0.26% post-issue)
  • Sharifah Binti Syed Mohamad: 24,06,995 shares (0.13% post-issue)

Key Terms:

  • Relevant Date for pricing: 19th May, 2026
  • Floor price: ₹23.13 per share
  • Issue price: ₹23.20 per share (higher than floor price)
  • Shares to rank pari passu with existing shares
  • Allotment to be completed within 15 days of resolution approval
  • Statutory lock-in provisions apply: 18 months for promoter allottees, 6 months for non-promoters

4. Sainik Mining Acquisition Details

Total Acquisition: 50.1% equity shareholding (21,36,765 shares) in Sainik Mining and Allied Services Limited

Total Consideration: ₹225.45 Crore

Price per share: ₹1,055.10

Selling Shareholders Breakdown:

  • Sainik Mining India Private Limited: 10,23,600 shares (24%) - ₹108.00 Crore
  • Rudra Sen Sindhu: 2,98,374 shares (6.99%) - ₹31.48 Crore
  • Vir Sen Sindhu: 2,29,519 shares (5.38%) - ₹24.22 Crore
  • Vrit Pal Sindhu: 1,83,615 shares (4.31%) - ₹19.37 Crore
  • Abhimanyu Sindhu: 1,60,663 shares (3.77%) - ₹16.95 Crore
  • Satyapal Sindhu: 1,26,235 shares (2.96%) - ₹13.32 Crore
  • Dev Sindhu: 1,14,759 shares (2.69%) - ₹12.11 Crore

Consideration Mechanism: Preferential allotment of 9,71,76,757 Cumulative Compulsorily Convertible Preference Shares (CCPS) of ₹1 each at premium of ₹22.20 per share (total issue price ₹23.20 per share)

CCPS Key Terms:

  • Face Value: ₹1 per CCPS
  • Issue Price: ₹23.20 per CCPS (₹1 face value + ₹22.20 premium)
  • Dividend: 0.1% per annum cumulative
  • Tenure: Maximum 18 months from allotment date
  • Conversion: Convertible into equity shares at 1:1 ratio, ranking pari passu
  • Early conversion option available with 15 business days notice
  • Restricted voting rights except on matters affecting CCPS rights
  • Liquidation preference: Priority over equity shareholders for issue price + accrued dividends

Allotment Details:

  • Sainik Mining India Private Limited: 4,65,51,740 CCPS (47.90%)
  • Rudra Sen Sindhu: 1,35,69,587 CCPS (13.96%)
  • Vir Sen Sindhu: 1,04,38,168 CCPS (10.74%)
  • Vrit Pal Sindhu: 83,50,525 CCPS (8.59%)
  • Abhimanyu Sindhu: 73,06,704 CCPS (7.52%)
  • Satyapal Sindhu: 57,40,972 CCPS (5.90%)
  • Dev Sindhu: 52,19,061 CCPS (5.37%)

Shareholding Pattern Impact

Pre-Issue (as on 31st March, 2026):

  • Total Equity Shares: 15,41,92,87,80
  • Promoter & Promoter Group: 11,55,96,58,80 shares (74.97%)
  • Public Shareholding: 3,85,96,29,00 shares (25.03%)

Post-Issue (fully diluted basis including CCPS conversion):

  • Total Equity Shares: 19,39,56,05,67
  • Promoter & Promoter Group: 14,59,19,60,35 shares (75.23%)
  • Public Shareholding: 4,80,36,45,32 shares (24.77%)

Financial Impact

Total Acquisition Value: ₹922.506 Crore (₹697.056 Crore + ₹225.45 Crore)

Dilution Impact: 16.31% equity dilution from Advent acquisition + 34.78% from Sainik acquisition (upon CCPS conversion)

No cash outflow as consideration discharged through share swap mechanism.

Governance and Approvals

Board Approvals:

  • Advent Coal acquisition approved on 24th April, 2026
  • Sainik Mining acquisition approved on 22nd May, 2026

Committee Approvals: Audit Committee recommended both transactions

Shareholder Approval: Seeking through special resolutions for preferential allotments

Additional Information

Valuation reports and fairness opinions available for inspection at company's registered office and on website: www.sindhutrade.com/investors-corner

Practicing Company Secretary certificate from CS Naveen Garg available for inspection confirming compliance with SEBI ICDR Regulations

Monitoring agency appointed: M/s ACER Credit Rating Private Limited for transactions exceeding ₹100 Crore