Sharvaya Metals Ltd

Capital structure

• Ordinary resolution to increase Authorized Share Capital to INR 15 crore.
• Amend MoA Clause V to 1,50,00,000 equity shares.
• No changes to board/management disclosed.
• Rationale to enable future equity issuances and swaps.

Preferential issue: Swap Shares

• Special resolution to issue up to 21,00,000 Swap Shares at INR 144.
• Swap Shares issued as non-cash consideration for acquisition of Success Electronics.
• Sale of 2,00,000 Success shares in 2:21 swap ratio.
• Purchase consideration INR 30.24 crore.
• Floor price INR 143.92; final price INR 144.
• Relevant Date for price: 7 October 2026.
• Lock-in as per ICDR; 15 days for allotment; 18 months exercise.
• Approvals required from stock exchange; listing subject to permissions.
• Promoter/promoter group subscribers; post-issue dilution details in schedules.
• No change in control; no open offer obligation.
• Objects: discharge purchase consideration via Swap Shares.

Preferential issue: Convertible warrants

• Special resolution to issue up to 8,11,000 warrants at INR 144.
• Each warrant exercisable for one Equity Share within 18 months.
• Total value INR 11.67 crore; cash consideration.
• Floor price INR 143.92; final price INR 144.
• Upfront 25%; balance 75% on exercise; lock-in per ICDR.
• Demat allotment within 15 days; listing after exercise.
• Promoter/Group and public allottees named; subscriptions disclosed.
• No change in control; no open offer obligation.
• Uses: working capital and general corporate purposes.

Demat/Remat status

• No dematerialisation/rematerialisation requests were received in the reporting quarter.
• Regulation not applicable to the issuer.

Target overview

• Target: Success Electronics Private Limited, India; aluminium HPDC components for EVs and automotive.
• Facilities: 218-tonne and 418-tonne HPDC machines.
• Industry: aluminium high-pressure die casting for automotive and EV.
• Presence: India; serves EV and automotive customers.
• Incorporation: 18-Jul-2016.
• HY2026 turnover: INR 4.48 crore; net profit: INR 88.61 lakh.
• Paid-up capital: INR 2 crore.

Transaction details

• Acquisition: 100% of Success via share swap.
• Swap ratio: 21 Sharvaya shares for 2 Success shares.
• Total consideration: INR 30.24 crore.
• Share issuance: up to 21,00,000 Sharvaya shares at INR 144 each.
• Sellers to transfer 2,00,000 Success shares; 100% stake.
• Regulatory approvals: shareholder and stock exchange approvals only.
• Completion timeline: within 15 days from approvals.
• Target to become wholly owned subsidiary of Sharvaya.
• Related party: promoter group has interest in Success; arm's-length valuation.
• Background: HPDC aluminium components maker; incorporated 18-Jul-2016.
• Turnover history: 2023 ₹9.24cr; 2024 ₹11.92cr; 2025 ₹9.47cr.

Sharvaya Metals Ltd trading window closed from Thursday, October 1, 2026, until the expiry of 48 hours after the declaration of the Unaudited Financial Results of the Company for the half year ended September 30, 2026

No AGM resolutions or outcomes disclosed in the provided Sharvaya Metals chunk

AGM Details

• Date and time: 24 September 2026, 12:30 IST.
• Mode: VC/OAVM.
• Quorum attended via VC/OAVM; 12 members present including proxies.
• Remote e-voting facility provided; e-voting open around the AGM period.
• Meeting concluded at 12:55 IST.

Key Resolutions

• Receive, consider and adopt financial statements for year ended 31 Mar 2026.
• Appointment of director liable to retire by rotation; chair abstained due to interest.
• Appointment of Statutory Auditors; audited Balance Sheet and P&L for year ended 31 Mar 2026.
• Ratify remuneration of Cost Auditor for FY 2026-27.

Voting Results

• Resolution 1 outcome: Not disclosed in the provided excerpt.
• Resolution 2 outcome: Not disclosed.
• Resolution 3 outcome: Not disclosed.
• Resolution 4 outcome: Not disclosed.
• Overall results: Not disclosed.

Governance Note

• Chairman & Managing Director presided; director on rotation item abstained from proceedings.

AGM notice and voting schedule

• Notice of AGM and FY2025-26 annual report sent to members with registered emails.
• Unregistered email holders can access notice and annual report via provided links.
• Cut-off date to vote on AGM resolutions: 18 September 2026.
• e-Voting ends: 23 September 2026 at 5:00 PM IST.
• AGM date: 24 September 2026, at 12:30 PM IST.
• Notice accessible via company website and BSE platform.
• Shareholders may update email or communication details with the Registrar.

Financial highlights

• Revenue from operations rose to 22,983.11 Lakhs.
• Total income stood at 23,014.66 Lakhs.
• EBITDA was 18.26 Crore; PAT 11.67 Crore.
• PAT declined to 11.67 Cr from 12.52 Cr YoY.
• EPS (Basic & Diluted) 13.11.
• IPO listing on Sep 12, 2025.
• IPO size 58.80 Cr; listing price 219; listing gain 11.73%.
• Market cap at listing 208.67 Cr.
• Dividend not declared for FY2025-26.

Capital & ownership

• Equity share capital after IPO: 1,003.00 Lakhs.
• Shares outstanding post-IPO: 10,030,000.
• Promoter holding at 31-03-2026: 54.75% (down from 79.57%).
• IPO proceeds: 41.87 Cr raised; 22.04 Cr utilized; 19.83 Cr unutilized.
• Net cash from operating activities: -3,352.96 Lakhs.
• Net cash from financing activities: +3,830.56 Lakhs.
• Net increase in cash: +196.38 Lakhs.

Operations & capacity

• Integrated Ahilyanagar facility; developed 2xxx and 7xxx extrusions.
• Product portfolio includes EV battery housings, sheets, billets, slabs, circles, dies.
• Expansion to high-strength 2xxx and 7xxx extrusions.

Governance & AGM

• Board meetings totaled 17 in FY2025-26.
• Audit Committee has 3 members; six meetings.
• NRC has 4 members; one meeting.
• Statutory Auditor: Pukhraj & Associates; Secretarial Auditor: DMP & Associates.
• 12th AGM on Sep 24, 2026; VC/OAVM; cut-off Sep 18, 2026.
• e-voting window: remote Sep 21-23, 2026; AGM voting allowed.

Audits & internal controls

• Statutory auditors issued unmodified opinion.
• Secretarial audit flagged delays in e-forms; no adverse remarks.
• Internal controls adequate and operating effectively.

CSR & governance

• CSR obligation: 9.85 Lakhs; expenditure: 15.00 Lakhs.
• Excess spent: 5.15 Lakhs.
• Implemented via Radha Raman Vrudhseva Foundation.
• CSR committee not formed; board discharged CSR functions.
• Annexure III contains CSR details.

Industry outlook & risks

• IMF projects global growth at 3.1-3.2% for 2026-27.
• India GDP growth 7.6% FY25-26; 6.9% FY2026-27.
• Aluminium demand rising from EV and infrastructure.
• Strategy: invest in technology; expand growth segments.

AGM details

• 12th AGM on 24 September 2026 at 12:30 IST via VC/OAVM.
• Mode: VC/OAVM; deemed venue at registered office.
• Cut-off date to vote: 18 September 2026.
• Remote e-voting: 21–23 September 2026, 9:00 AM–5:00 PM IST.
• e-Voting facilitated by Bigshare Services Pvt. Ltd.
• Notice and Annual Report available on company site and stock exchanges.
• Members attend via VC/OAVM only; no physical attendance.

Key resolutions

• Adopt financial statements for FY 2025-26 (Ordinary).
• Re-appoint Shreyans Ravindra Katariya as Managing Director, liable to retire by rotation (Ordinary).
• Appoint M/s Pukhraj & Associates as Statutory Auditors until 2031 (Ordinary).
• Remuneration of Cost Auditor for FY2026-27 fixed at ₹30,000 (M/s Tejas Vijay More & Associates) (Ordinary).