SG Mart Limited: Sameer Gupta Files SEBI SAST Disclosure for Proposed Acquisition of 4,42,00,000 Equity Shares (35.08%) via Gift Transfer

SG Mart Limited has received a prior intimation filed by Mr. Sameer Gupta under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations), disclosing a proposed acquisition of 4,42,00,000 (Four Crore Forty Two Lakhs) equity shares of face value ₹1/- each, representing 35.08% of the total paid-up equity share capital of the Company. The disclosure was signed and submitted from Delhi on 27.04.2026.

Nature of the Proposed Transaction

The proposed acquisition is structured as an inter-se transfer of shares by way of gift between immediate relatives, with no monetary consideration involved. Mr. Sameer Gupta, the acquirer, is the father of Mr. Dhruv Gupta and the husband of Mrs. Meenakshi Gupta — both of whom are existing Promoters of SG Mart Limited. The transaction is described as part of a private family restructuring and is proposed to be executed as an off-market transaction on or after May 7, 2026.

The transaction qualifies for exemption from making an open offer under Regulation 10(1)(a)(i) of the SAST Regulations, which covers inter-se transfers between immediate relatives. The acquirer has declared that all conditions specified under Regulation 10(1)(a) have been duly complied with, and that both the transferors and transferee have complied with applicable disclosure requirements under Chapter V of the SAST Regulations during the three years prior to the proposed acquisition date.

Shareholding Transfer Breakdown

The following table details the proposed transfer of equity shares from each transferor to Mr. Sameer Gupta:

Parameter: Details Date of Proposed Transaction: On or After May 7, 2026 Acquirer/Donee: Mr. Sameer Gupta Total Shares to be Acquired: 4,42,00,000 % of Total Shareholding: 35.08% Consideration: NIL (Gift) Mode of Transfer: Off-market, Inter-se Gift Transfer

Transferor/Donor: Shares Transferred % of Total Shareholding Mr. Dhruv Gupta (Son) 3,28,00,000 26.03% Mrs. Meenakshi Gupta (Wife) 1,14,00,000 9.05% Total 4,42,00,000 35.08%

Pre and Post-Transaction Shareholding Details

The table below presents the shareholding positions of the acquirer and sellers before and after the proposed transaction:

Shareholder: Shares Before % Before Shares After % After Mr. Sameer Gupta (Acquirer) 0 0.00% 4,42,00,000 35.08% Mr. Dhruv Gupta (Seller) 3,43,00,000 27.22% 15,00,000 1.19% Mrs. Meenakshi Gupta (Seller) 1,14,00,000 9.05% 0 0.00

Post-Transaction Promoter Classification

Upon completion of the aforesaid gift transfer, Mr. Sameer Gupta has stated that he will be classified as a Promoter of SG Mart Limited in accordance with Regulation 31A(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior to this transaction, Mr. Sameer Gupta held no shares or voting rights in the Company. The disclosure was filed with both BSE Limited and the National Stock Exchange of India Limited for compliance and record-update purposes.

SG Mart Limited has published its audited consolidated and standalone financial results for the quarter and year ended March 31, 2026. The Board of Directors approved the results on May 4, 2026. Following the announcement, the management hosted an investor conference call on May 4, 2026, to discuss the performance and future outlook.

Consolidated Financial Performance

SG Mart's consolidated financials for Q4FY26 reflect growth across key metrics. Total income from operations for Q4FY26 stood at ₹1,822.84 Crs, compared to ₹1,595.03 Crs in Q4FY25. EBITDA for the quarter improved to ₹67.73 Crs from ₹56.87 Crs in the year-ago quarter. Consolidated net profit after tax for Q4FY26 was ₹41.47 Crs, up from ₹33.14 Crs in Q4FY25.

For the full year FY26, consolidated total income from operations reached ₹6,315.28 Crs against ₹5,856.17 Crs in FY25, while annual net profit after tax rose to ₹111.06 Crs from ₹103.43 Crs in FY25. The company reported a total comprehensive income of ₹131.95 Cr for FY26.

Particulars: Q4FY26 (31.03.2026) Q4FY25 (31.03.2025) FY26 (31.03.2026) FY25 (31.03.2025) Total Income from Operations: 1,822.84 1,595.03 6,315.28 5,856.17 EBITDA: 67.73 56.87 205.77 183.29 Net Profit after Tax: 41.47 33.14 111.06 103.43 Basic EPS (₹1/- face value): 3.29 2.95 8.96 9.23

Standalone Financial Performance

On a standalone basis, income from operations for Q4FY26 was ₹1,588.29 Crs, compared to ₹1,350.22 Crs in Q4FY25. Standalone profit after tax for Q4FY26 stood at ₹34.02 Crs, up from ₹22.28 Crs in the corresponding quarter of the previous year. For the full year FY26, standalone income from operations was ₹5,540.32 Crs against ₹5,511.59 Crs in FY25, while profit after tax was ₹86.83 Crs compared to ₹93.90 Crs in FY25.

Management Commentary & Outlook

During the earnings call, Mr. Anubhav Gupta, Group Chief Strategy Officer, highlighted that Q4 was the best quarter in terms of revenue, upwards of INR1,800 crores. He noted a full-year EBITDA growth of 35% to INR205.77 crores for FY26 with a 15% ROCE on reported numbers. Annualizing Q4 performance suggests an ROCE of around 25%.

The management attributed the performance to four streamlined verticals: B2B sales, service centers, renewable structures, and steel profiles. Service center volumes increased to 190,000 tons in Q4 from 163,000 tons in Q3. The company closed the year with a net cash balance of INR750 crores and generated operating cash flow of INR300 crores, which funded a capex of INR250 crores.

Looking ahead, the management guided for an annualized EBITDA of INR300 crores to INR350 crores for FY27. Capex plans include an investment of around INR600 crores over the next two years, primarily for new service centers, land acquisition, and profile machines. The company aims to expand its service center count to 11-12 by FY27 and targets significant volume growth in renewable structures and steel profiles.

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