Shiva Granito Export Ltd

EGM purpose

• Special resolutions to issue equity shares and warrants on a preferential basis.

Resolution 1: Equity shares

• Special; issue up to 54,50,000 equity shares to non-promoter allottees at ₹10.50.

Resolution 2: Warrants

• Special; issue up to 35,00,000 Fully Convertible Warrants at ₹10.50.

Key terms & pricing

• Minimum equity price ₹10.10; 25% upfront; 75% on exercise; 18-month conversion; lock-in.

Promoter participation

• Promoter group Shiva Explosives India Pvt Ltd to subscribe to 10,00,000 warrants.

Shareholding impact

• Promoter holding may fall from 36.68% to about 27.54% post-issue.

Use of funds

• Proceeds up to ₹9.39 crore for working capital; utilization by 31-Mar-2028.

Governance / dates

• Board authorized for issue, listing, and filings; EGM on 5 Nov 2026; cut-off 29 Oct 2026.

Independent Director Appointment

• Fresh appointment approved for Mrs. Rekha Panwar as Additional Non-Executive Independent Director.
• Effective from 14 October 2026 for a two-year term, subject to shareholder approval.
• Previously appointed 11 August 2026; ceased after AGM due to technical error.
• Current appointment approved by Board on 14 October 2026.
• Profile: qualified legal professional with over five years in law, governance, and regulatory compliance.
• Not related to any director or their relatives.
• Not debarred from holding office; no SEBI restrictions noted.

Shiva Granito Export Limited trading window closure from 01 October 2026 till 48 hours after the declaration of the Unaudited Financial Results for the Half Year ended 30 September 2026 for Connected/Designated Persons

AGM details

• Date: 30 September 2026; Time: 11:30 AM IST; Mode: Physical at registered office.
• Remote e-voting available 27–29 September; ballot papers used at meeting.

Key resolutions

• Adoption of financial statements for year ended 31 March 2026.
• Re-appointment of Rachna Upadhyay by rotation.
• Re-appointment of statutory auditor M/s Ankit Suresh Jain & Co.
• Regularization and appointment of Krati Maheshwari as Non-Executive Independent Director for one year.
• Regularization and appointment of Rekha Panwar as Non-Executive Independent Director for five years.

Voting results

• All resolutions passed at the AGM; no dissent noted.

Director movements

• Rachna Upadhyay re-appointed by rotation.
• Krati Maheshwari appointed as NEDI for one year.
• Rekha Panwar appointed as NEDI for five years.

Auditor appointments

• M/s Ankit Suresh Jain & Co. re-appointed as statutory auditor.

Financial performance

• Revenue from operations Rs 1,173.00 Lakh in FY2025-26, up from Rs 860.49 Lakh.
• Profit before tax Rs 1.46 Lakh; tax Rs 7.26 Lakh; net loss Rs 5.80 Lakh.
• Total expenses Rs 1,176.75 Lakh; margins near breakeven.
• Earnings per share: Basic and diluted Rs (0.04).

Dividends and reserves

• Dividend for FY2025-26 not recommended.
• Loss carried to balance sheet; no transfer to reserves.

Capital structure & liquidity

• Equity share capital Rs 1,321.51 Lakh; 13,215,050 shares.
• Net worth around Rs 23.94 crore.
• Bank borrowings include working capital loan from Bank of Baroda; director loans.

Governance & AGM

• 11th AGM scheduled 30 Sep 2026 at Udaipur.
• Krati Maheshwari and Rekha Panwar regularized as Independent Directors for one year from AGM.
• M/s Ankit Suresh Jain & Co reappointed as Statutory Auditors for two years.
• Earlier Independent Directors Vishal Jain and Chanchal Nuwal resigned in 2025; Satish Heda joined 01.09.2025; resigned 10.03.2026.

Auditor observations & internal controls

• Auditor’s report contains qualified opinion due to non-provision for expected credit losses on receivables.
• Inventory valuation not provided due to lack of stock records; potential adjustments noted.
• MSME interest on delayed payments not provided; gratuity provision not recognized.
• Audit trail facility not operated throughout the year; internal controls flagged.
• Secretarial audit notes delays in BSE filings; board composition reforms underway.

Related party transactions

• All related party transactions are at arm's length.
• Some RPTs with KMPs and entities connected to directors disclosed in Annexure A.

Taxation & regulatory matters

• Income tax demands outstanding across multiple assessment years; total significant exposure.
• VAT/CGST disputes; company has filed appeals with authorities.

Outlook & risk

• Management aims to grow turnover and improve performance in coming years.
• Material impairment risk from ECL provisions and inventory valuation remains a key risk.

AGM Details

• 11th AGM on 30 September 2026 at 11:30 AM at registered office, Udaipur.
• Physical meeting with remote e-voting facility via NSDL.
• Register of Members/Share Transfer Books closed 24 Sep to 30 Sep 2026.
• Remote e-voting period: 27 to 29 September 2026.

Key Resolutions

• Adoption of Audited Financial Statements for the year ended 31 March 2026.
• To re-appoint Rachna Upadhyay as Director by rotation.
• To re-appoint M/s Ankit Suresh Jain & Co as Statutory Auditors.
• Regularize Krati Maheshwari as Non-Executive Independent Director for one year.
• Regularize Rekha Panwar as Non-Executive Independent Director for one year.

Director Changes

• Krati Maheshwari regularized as Non-Executive Independent Director.
• Rekha Panwar regularized as Non-Executive Independent Director.

Auditor Appointments

• Statutory Auditor re-appointed for two years (2026–2028) with Board-determined remuneration.
• Remuneration to be decided by the Board.

Other Material Approvals

• Board authorized to implement the resolutions and related actions.
• NSDL e-voting facility provided; voting window ends on 29 Sept 2026.

Book closure details

• Book closure: 24 September 2026 to 30 September 2026 inclusive
• Purpose: for the 11th Annual General Meeting
• Record date for voting: 23 September 2026
• AGM date and time: 30 September 2026 at 11:30 AM
• Security: Equity shares
• E-voting period: 27 September 2026 09:00 to 29 September 2026 17:00

Management changes

• Krati Maheshwari appointed as additional Non-Executive Independent Director for five years, effective 11 Aug 2026.
• Rekha Panwar appointed as additional Non-Executive Independent Director for five years, effective 11 Aug 2026.
• Both appointed as members of Audit Committee and Nomination & Remuneration Committee.
• Term subject to regularization by shareholders at the ensuing AGM.
• Audit Committee: Rekha Panwar as Chairperson; Krati Maheshwari as Member.
• Nomination & Remuneration Committee: Rekha Panwar as Chairperson; Krati Maheshwari as Member.
• Disclosures: both not related to any director or relatives.
• Disclosures: both not debarred from holding office.

Dematerialisation status

• Regulation 74(5) not applicable as all shares are in demat form.
• No rematerialisation requests were received during the quarter ended 31 March 2026.