Annual Report of the Company for the financial year 2025-26

Sam Industries Limited CIN: L70102MP1994PLC041416 Registered Office: Village: Dakachiya, A. B. Road, Tehsil: Sanwer, District – Indore – 453771 - Madhya Pradesh, India Phone: 0091-731- 3633911, 3634012 Website: www.samindustriesltd.com, Email: secretarial@samindustriesltd.com 20/08/2026 The Secretary, Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001 Sub: Submission of Notice of 32nd Annual General Meeting and Annual Report for the Financial Year 2025-26 BSE Scrip Code: 532005 ISIN: INE653D01012 Dear Sir/Madam, Pursuant to Regulation 30 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) we are pleased to submit herewith the Annual Report of the Company for the financial year 2025-26 along with the Notice convening the 32nd Annual General Meeting (AGM) of the Company, which is scheduled to be held on Wednesday, 30th September, 2026 at 04:00 P.M. through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) in accordance, with the relevant circulars issued by Ministry of Corporate Affairs. The Notice convening the 32nd AGM and Annual Report for the financial year 2025-26, are being sent electronically to those Members whose email addresses are registered with the Company / Registrar and Share Transfer Agent (RTA) / Depository / Depository Participants, as applicable. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, the Company is also sending a letter to those Members whose e-mail addresses are not registered with the Company/RTA/DPs, providing the web-link where the Annual Report for Financial Year 2025-26 and the Notice of the 32nd AGM can be accessed on the Company’s website. The Notice of the 32nd AGM and the Annual Report for FY 2025-26 are also available on the website of the Company at: https://samindustriesltd.com/wp-content/uploads/2026/08/Notice-of-32nd-AGM-on-30-09- 26-and-Annual-Report-FY-2025-26-SIL.pdf The details regarding the manner of casting votes through remote e-voting/e-voting during the AGM and attending and participating in the AGM through VC/OAVM are provided in the Notice of the AGM. This is for your information and records. Kindly take the same on record. Thanking you. Yours faithfully, For Sam Industries Limited Navin S. Patwa Company Secretary Encl: As above SSAAMM IINNDDUUSSTTRRIIEESS LLIIMMIITTEEDD AAnnnnuuaall RReeppoorrtt : :2 2002205-2 0- 2261 SAM INDUSTRIES LIMITED ANNUAL REPORT 2025-26 SAM INDUSTRIES LIMITED Annual Report : 2025 - 26 BOARD OF DIRECTORS Mr. Ashutosh A. Maheshwari, Chairman-cum-Whole-time Director Mrs. Gitanjali A. Maheshwari, Whole-time Director (up to 31.01.2026) Mr. Rajendra Kumar Pasari, Whole-time Director (w.e.f. 12.05.2025) Mr. Saurabh Mohta, Independent Director Mr. Abhinav Kumar, Independent Director Mr. Sandeep Prakash Naolekar, Independent Director Mrs. Preeti Singh, Independent Director (w.e.f. 14.11.2025) CHIEF FINANCIAL OFFICER Mr. Gopal Prasad Shrivastava COMPANY SECRETARY Mr. Navin S. Patwa AUDITORS M/s. Arora Banthia & Tulsiyan, Chartered Accountants 6th Floor, Silver Arc Plaza, 20/1, New Palasia, Indore – 452001 SECRETARIAL AUDITOR M. Maheshwari & Associates 301, Shalimar Corporate Centre, 8-B, South Tukoganj, Indore -452001 BANKERS Indian Overseas Bank IDBI Bank Union Bank of India Axis Bank Kotak Mahindra Bank REGISTRAR & TRANSFER AGENT M/s. Ankit Consultancy Private Limited Plot No. 60, Electronic Complex, Pardeshipura, Indore (M. P.) – 452010 Registered Office Village: Dakachiya, A. B. Road, Tehsil: Sanwer, District – Indore (M.P.) – 453771, India Website: www samindustriesltd.com Email: secretarial@samindustriesltd.com SAM INDUSTRIES LIMITED Annual Report : 2025 - 26 NOTICE The Member(s), Sam Industries Limited Notice is hereby given that the 32nd Annual General Meeting (AGM) of the Members of Sam Industries Limited will be held on Wednesday, 30th September, 2026 at 4:00 P.M. through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”), for which purposes the registered office of the Company situated at Village: Dakachya, Tehsil: Sanwer, A. B. Road, Indore – 453771 Madhya Pradesh shall be deemed to be the venue for the Meeting and the proceedings of the Annual General Meeting shall be deemed to have been conducted thereat, to transact the following businesses: Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 including the Audited Balance Sheet as at 31st March, 2026 and Audited Statement of Profit and Loss for the year ended on 31st March, 2026 and the Cash Flow Statement for the year ended on that date together with the Board’s Report and Auditor’s Report thereon, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2026 including the Audited Balance Sheet as at 31st March, 2026, the Statement of Profit and Loss for the year ended on that date, the Cash Flow Statement, together with the Board’s Report and Auditors’ Report thereon, be and are hereby received, considered and adopted.” 2. To appoint a director in place of Mr. Ashutosh A. Maheshwari (DIN: 00094262) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment and, in this regard, to consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: - “RESOLVED THAT pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) and/or re-enactment(s) thereof, for the time being in force) read with Article 94 of the Articles of Association of the Company, Mr. Ashutosh A. Maheshwari (DIN: 00094262), Whole- time Director of the Company, who retires by rotation at the ensuing 32nd Annual General Meeting and being eligible, offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company and he shall be liable to retire by rotation.” Special Business: 3. To re-appoint of Mr. Ashutosh A. Maheshwari (DIN: 00094262) as a Whole-time Director of the Company To consider and if thought fit, to pass, the following resolution as Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203, and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule V to the Companies Act, 2013 thereto, and the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the Members of the Company, be and is hereby accorded for the re-appointment Mr. Ashutosh A. Maheshwari (DIN: 00094262) as a Whole-time Director of the Company in the category of Key Managerial Personnel, for a period of 3 (three) years with effect from 1st October, 2026 SAM INDUSTRIES LIMITED Annual Report : 2025 - 26 to 30th September, 2029 on remuneration of Rs. 25.00 Lakhs (Rupees Twenty-Five Lakhs only) per month and for him to receive remuneration, benefits, commission, perquisites and amenities as Whole-time Director of the Company in accordance with the terms and conditions as set out in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, attached with the Notice. FURTHER RESOLVED THAT the Board of Directors and/or the Nomination and Remuneration Committee of Directors be and is hereby authorized to alter, amend, vary and modify the terms and conditions of the said appointment and remuneration payable from time to time as it may deem fit in such manner and within the limits as specified in terms and conditions of appointment, notwithstanding that such remuner [Showing first 8,000 characters — download PDF for full document]