In a regulatory filing dated April 3, 2026, SG Mart promoter Dhruv Gupta submitted a disclosure under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, declaring that no encumbrance has been created over the shares of SG Mart Limited during the Financial Year 2025-26. The declaration confirms that neither the promoter nor any other member of the Promoter/Promoter Group and/or Person Acting in Concert (PAC) has made any such encumbrance, directly or indirectly, other than those already disclosed, if any.

Promoter and Promoter Group Details

The disclosure identifies the members of the Promoter and Promoter Group of SG Mart Limited covered under this declaration. The following individuals are listed:

Regulatory Compliance

The filing was made in compliance with Regulation 31(4) of the SEBI (SAST) Regulations, which mandates promoters to declare, on an annual basis, whether any encumbrance has been created over their shareholding in the company. In accordance with Regulation 31(5) of the same regulations, the promoter has also requested the company to place this disclosure before the ensuing Audit Committee Meeting.

The disclosure was submitted to both the National Stock Exchange of India Limited and BSE Limited, and a copy was also forwarded to the Company Secretary and the Audit Committee of SG Mart Limited at its registered address at H No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East Delhi, Delhi, India – 110092.

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, moderated by Mr. Kumar Saumya of Ambit Capital, to discuss performance and future outlook. Key participants included Mr. Anubhav Gupta (Group Chief Strategy Officer), Mr. Suraj Kumar (CFO), Mr. Amit Thakur (Director, B2B Metal Trading), Mr. Naman Rastogi (GM Strategy), Mr. Archit Arora (VP, Service Center & Distribution), and Mrs. Anamika Gulati (SGM, Renewable Business).

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.

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: Q4 & Full-Year Performance

During the earnings call, Mr. Anubhav Gupta highlighted that Q4 was the best quarter in terms of revenue, upwards of INR1,800 crores, with a reported EBITDA of INR56 crores for the quarter — comprising INR50 crores of business EBITDA and INR6 crores of inventory gain due to steel price movement. He noted full-year EBITDA growth of 35% with a 15% ROCE on reported numbers, adding that annualizing Q4 performance suggests an ROCE of around 25%. The company brought working capital days down to 20, generating operating cash flow of INR300 crores for the full year, which funded capex of upward of INR250 crores. The balance sheet closed with a net cash position of INR750 crores.

The management attributed 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, with Dubai contributing approximately 37,000 tons of the Q4 service center volume. The renewable structures vertical saw a slight volume dip due to short supply of specialized coated steel from mills. The steel profiles business commenced in Q4, recording approximately 7,000 tons with healthy margins, sold under the APL Apollo brand through the group distribution network.

EBITDA per Ton by Segment

Management provided the following EBITDA-per-ton ranges across business verticals, expected to remain consistent in FY27:

Capex Plans & Capital Allocation

The company incurred total capex of around INR525 crores in FY26 (including capital work-in-progress and advances to suppliers and contractors). Looking ahead, the management has taken approval for around INR600 crores of capex over the next two years (FY27 and FY28), with the possibility of additional investment if more lines are required for renewable structures and profile machines. The indicative capex allocation is approximately one-third for building new service centers, around half for acquisition of new land parcels, and the balance 15%–20% for profile machines. Management clarified that existing cash of INR750 crores and ongoing cash flow generation will be deployed towards capacity building and incremental working capital as the business scales, with dividend considerations deferred to after the majority of capex is completed.

FY27 Guidance & Three-Year Growth Targets

Management guided for an annualized EBITDA of INR300 crores to INR350 crores for FY27, expressing confidence in achieving this range barring further disruption to B2B business or Middle East operations. The company targets expanding its service center count to 11–12 by the FY27 exit, with land already acquired in Ahmedabad, Indore, and Kolkata, and active scouting underway in Hyderabad, Chennai, and Punjab. For renewable structures, management expects full-year FY27 volumes of 130,000 to 150,000 tons, ramping from 5,000–6,000 tons per month to 8,000–9,000 tons per month as coated steel supply normalizes. The steel profiles business is expected to reach 100,000 tons-plus annual volume in FY27, with April already achieving a 5,000–6,000 tons monthly run rate. Over a three-year horizon, the company targets around 20 service centers each doing 8,000–10,000 tons monthly (implying ~2 million tons annualized), approximately 300,000 tons annually from renewable structures, and approximately 300,000 tons annually from steel profiles, with a stated business growth visibility of 50% CAGR over three years.

Key Q&A Highlights

During the Q&A session, management addressed several investor queries. On the ESOP plan, Mr. Gupta clarified that the approval being sought at the AGM is for the balance of previously unutilized ESOPs from an existing pool, with the exercise price fixed at INR367 per share — the price locked approximately one and a half years ago — and no new ESOPs are being issued. On the PAT-versus-EBITDA divergence, management explained that elevated depreciation from heavy fixed-asset investment in service centers and manufacturing capacity, combined with internal cash flows being directed towards capex, accounts for the gap, and suggested that cash profit growth is a more appropriate metric to track alongside EBITDA growth. On Dubai operations, management noted that business was significantly disrupted in March due to the Middle East conflict, leading to a profitability hit from unabsorbed fixed costs, but indicated that operations were recovering. On inorganic growth, management stated that the company continuously evaluates acquisition opportunities in service centers, profiling, and renewable businesses but has not identified any asset meeting SG Mart's quality standards to date. On the puff panels business, management highlighted a highly fragmented market currently sized at around 150,000 tons, for which the company is setting up capacity of 80,000 tons, with expectations of strong demand growth driven by a shift from standard roofing sheets to puff panels in factories and warehouses, and targeted margins of 5%–8%.