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:

Pre and Post-Transaction Shareholding Details

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

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's Board of Directors, at its meeting held on May 4, 2026, approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026, in compliance with Regulation 30 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The statutory auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants, issued an unmodified audit opinion on both the standalone and consolidated financial results. The company reported consolidated net revenue of Rs. 18.2Bn in Q4FY26, reflecting a 14% year-on-year and 11% quarter-on-quarter increase, while full-year FY26 revenue stood at Rs. 63.2Bn, up 8% YoY.

Q4FY26 and FY26 Financial Highlights

SG Mart delivered a strong quarterly performance, with Business EBITDA rising 44% YoY to Rs. 561Mn in Q4FY26, and EBITDA margin expanding to 3.1% — up 64 basis points YoY and 206 basis points QoQ. Net profit (PAT) for Q4FY26 came in at Rs. 415Mn, up 25% YoY and 286% QoQ. For the full year FY26, Business EBITDA grew 33% YoY to Rs. 1,367Mn, with net profit rising 7% YoY to Rs. 1,111Mn. The following table presents the key financial metrics:

Segment-Wise Performance

SG Mart operates across four business verticals: B2B Metal Trading, Network of Service Centres, Renewable Structures, and Steel Profiling Products. The Network of Service Centres emerged as the largest revenue contributor in FY26, with revenue of Rs. 32,144Mn on a volume of 637k Tons, compared to Rs. 20,016Mn in FY25. B2B Metal Trading reported revenue of Rs. 19,560Mn on 411k Tons in FY26. The Renewables segment, which commenced operations in April 2025, contributed Rs. 3,065Mn on 40k Tons, while Steel Profiling Products added Rs. 455Mn on 7k Tons in its first year. The company currently operates 7 service centres and has a total monthly processing capacity of 85,000 Tons across locations including Ghaziabad, Bangalore, Pune, Raipur, Dubai, Indore (leased), and Ahmedabad (leased).

On a quarterly basis, Q4FY26 saw the Network of Service Centres contribute Rs. 10,071Mn on 189k Tons, while B2B Metal Trading contributed Rs. 5,386Mn on 103k Tons. Renewable Structures delivered Rs. 1,016Mn on 14k Tons, and Steel Profiling Products contributed Rs. 455Mn on 7k Tons in Q4FY26.

Profit & Loss Statement

The detailed consolidated Profit & Loss statement reflects disciplined cost management. Raw material costs for FY26 stood at Rs. 60,861Mn against revenue of Rs. 63,153Mn. Employee costs were Rs. 312Mn and other expenses Rs. 612Mn for the full year. Interest cost for FY26 was Rs. 511Mn, while depreciation rose to Rs. 115Mn reflecting ongoing capital expenditure. Tax outflow for FY26 was Rs. 321Mn.

Balance Sheet and Cash Flow

On a consolidated basis, total assets as at March 31, 2026 stood at Rs. 22,496Mn compared to Rs. 22,985Mn in the prior year. Shareholders' funds improved significantly to Rs. 15,965Mn from Rs. 12,081Mn, driven in part by conversion of warrants resulting in a capital increase of Rs. 2,773Mn. Total debt declined sharply to Rs. 2,314Mn from Rs. 6,890Mn. Net cash at the end of FY26 stood at Rs. 7,527Mn, up from Rs. 4,558Mn at the end of FY25, supported by operating cash flow of Rs. 2,995Mn — a significant turnaround from negative Rs. 2,924Mn in FY25. Capital expenditure for FY26 was Rs. 2,342Mn.

Operational Metrics

SG Mart's operational efficiency improved meaningfully in FY26. Net Working Capital days declined to 20 days from 30 days in FY25. ROCE for FY26 stood at 15% compared to 22% in FY25, while ROE was 8% versus 9% in FY25. The company's registered customer base grew to 2,470 by end of Q4FY26, up from 2,257 in Q4FY25, while registered suppliers increased to 452 from 225 over the same period. Cash profit for Q4FY26 was Rs. 452Mn, up 32% YoY, and for FY26 stood at Rs. 1,226Mn, up 16% YoY.

Management Commentary

Commenting on the results, Amit Thakur, Executive Director of SG Mart, stated: "SG Mart delivered a strong performance in Q4FY26, benefitting from strategic recalibration undertaken over the past year, despite the challenges arising due to geopolitical tensions and global trade tariffs throughout the year. As we look ahead, we have a more diversified and value-driven business model, improved capacity utilization, and a growing presence in high-potential segments. We are well-positioned to deliver stronger margins and sustainable growth. Our focus will continue to be on disciplined execution, operational efficiency, and prudent capital allocation."

Cost Auditor Appointment

The Board, based on the recommendation of the Audit Committee, approved the appointment of M/s HMVN & Associates, Cost Accountants (Firm Registration No. 000290), as Cost Auditors of the Company for the financial year 2026-27.

Corporate Information

SG Mart Limited, formerly known as Kintech Renewables Limited, operates from its registered office in Delhi and corporate office in Noida, Uttar Pradesh. The company's business activities predominantly fall within a single primary segment of trading and manufacturing of Building Material Products. The filing was signed by Company Secretary and Compliance Officer Sachin Kumar, while the financial results were signed on behalf of the Board by Whole Time Director Amit Thakur. Chief Financial Officer Suraj Kumar also declared that the statutory auditors furnished their report with unmodified opinions in respect of both standalone and consolidated financial results for the year ended March 31, 2026.