Setco Automotive Ltd

Dematerialisation processing and listing

• Securities received for dematerialisation in the quarter ended 30 September 2026 were confirmed to depositories (accepted/rejected).
• Securities dematerialised have been listed on the stock exchanges where the issuer's securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner within timelines.

Setco Automotive Ltd trading window closed from Oct 01, 2026 until 48 hours after the declaration of unaudited standalone and consolidated financial results for the quarter and half year ended Sep 30, 2026.

Financial performance

• FY26 consolidated revenue from operations rose 12.0% to ₹804.92 crore.
• Consolidated EBITDA stood at ₹97.66 crore, down 10.6% YoY.
• PBT improved to ₹13.17 crore, from FY25 loss of ₹129.18 crore.
• PAT narrowed to ₹-4.27 crore vs ₹-126.33 crore FY25.
• Interim dividend of ₹13 per share declared for FY2026-27.
• Total assets ₹53,438.14 lakh; total equity ₹₹-70,817.01 lakh (negative).
• EPS (consolidated) of ₹-0.01; weighted shares 13,37,67,275.
• Interim SASPL divestment: ~41% stake sold for ~₹185 crore; initial closing May 27, 2026.

Strategic reshaping

• Sale of SASPL to Bain Capital-backed platform RSB Transmissions; initial closing completed May 27, 2026.
• SASPL stake: 4,47,847 shares (~41%); deferred consideration up to ₹71 crore linked to EBITDA milestones.
• Lava Cast to merge into SAL via Scheme of Amalgamation approved March 23, 2026; NCLT approvals pending.
• Setco brand transferred; name change to Shilayan Industries Limited anticipated after approvals.
• Lava Cast acquired 10.31% in LCPL from SASPL; LCPL now wholly owned by Setco.

Operations and segments

• SASPL perimeter: revenue ₹738.96 crore; EBITDA ₹109.89 crore; PAT ₹-18.05 crore.
• Lava Cast continuing-basis revenue ₹87.78 crore; EBITDA ₹3.63 crore; PAT ₹-34.40 crore.
• UK subsidiary revenue ₹28.42 crore; EBITDA ₹-5.28 crore; PAT ₹-5.58 crore.
• North America revenue ₹59.60 crore; EBITDA ₹-2.55 crore; PAT ₹-5.77 crore.
• Strategy centers on diversified domestic/export order book and disciplined cost control.

Capital structure & liquidity

• Equity share capital ₹2,675.35 lakh; 13,37,67,275 shares; promoter holding 59.25%.
• Interim dividend for FY2026-27 declared; ₹13 per share; record date 2 June 2026.
• FY26 year-end cash and cash equivalents ₹4,028.41 lakh; consolidated net cash flow from ops ₹23,394.11 lakh.
• Total assets ₹53,438.14 lakh; total equity negative ₹70,817.01 lakh.

Governance & management

• Anurag Jain appointed CFO on 27 May 2025.
• Aditi Pai appointed Company Secretary on 13 July 2026; Hiren Vala resigned 27 May 2026.
• Board: 6 directors, 3 executive, 3 independent; MD is Chairman & Managing Director.
• Statutory auditor: Sharp & Tannan; Secretarial auditor: Shravan A Gupta & Associates.
• Independent directors reaffirm independence; board evaluation completed; familiarisation programs ongoing.

Regulatory, risk & controls

• SEBI LODR penalties in 2025-26; SEBI order Feb 5, 2026; SAT stayed order May 8, 2026.
• Material uncertainty related to going concern noted for SASPL/LCPL; management expects revival.
• Internal controls deemed adequate; no material weaknesses reported.

Outlook & priorities for FY27

• Complete SASPL transition; progress LCPL-SAL merger; restore Lava Cast profitability.
• Diversify domestic/export order book; improve UK and North America subsidiaries.
• Maintain prudent liquidity, funding, and capital-allocation discipline.

CSR & governance disclosures

• CSR obligation: Nil for FY25-26 due to lack of profits; CSR committee chaired by Urja Shah.
• Governance: Code of Conduct and whistleblower policy fully adopted; board independence confirmed.

Audit opinion and basis

• Statutory auditors issued a modified opinion on the Consolidated Audited Financial Statements for year ended 31 March 2026.
• Basis: consolidated FS not prepared per IFRS 10 due to subsidiary WEW Holding Limited.
• Auditors did not quantify the impact of the qualification.
• Turnover 81,674; Net profit (loss) -428; Net worth -70,817 Lakhs.
• Signatories: Chairman, Audit Committee Chairman, and CFO; firm partner Pramod Bhise.

Financial highlights

• Standalone FY2026: Total income ₹348 lakhs; revenue ₹115 lakhs; PAT ₹8,507 lakhs; EPS ₹6.36.
• Consolidated FY2026: Total income ₹81,674 lakhs; PAT ₹1,316 lakhs; EPS ₹0.01.

Corporate actions & key events

• Interim dividend declared: ₹13 per equity share; record date 2-Jun-2026; paid 11-Jun-2026.
• Scheme of amalgamation with Lava Cast approved; no accounting effect as of 31-Mar-2026.
• Divestment of SASPL to RSB Transmissions: first closing May 27, 2026; SASPL ceased as subsidiary.
• Setco acquired 13.46 million LCPL shares and 140,000 LCPL debentures; LCPL becomes wholly owned.
• Acquired receivables from SASPL totaling ₹16.46 crore; fair value recognized in standalone statements.
• SEBI Show Cause order against promoter directors; SAT stay pending final adjudication.

Meeting reschedule and agenda

• Board meeting rescheduled from August 29, 2026 to August 31, 2026.
• Agenda includes consideration and approval of Audited Standalone Financial Results.
• Also to consider Consolidated Financial Results for quarter and year ended March 31, 2026.
• Trading window closed since April 1, 2026 and remains closed until 48 hours after results declaration.
• Reason for rescheduling: to allow additional time for completion and finalisation of financial statements.
• Outcome of the Board meeting to be submitted to stock exchanges after conclusion.

Encumbrance release details

• Target: Setco Automotive Limited.
• Promoter: Setco Engineering Private Limited.
• Event: Release of encumbrance on promoter shares.
• Date of release: 03-07-2026.
• Encumbrance released: 32,283,970 shares, 24.13%.
• Promoter holding pre-release: 54,013,845 shares (40.38%).
• Total promoter holding on pledge date: 64,063,845 shares (47.89%).
• Entity in favor: India Resurgence Fund schemes; Vistra ITCL (India) as Trustee.
• Reason for encumbrance: collateral for NCDs issued by Setco Auto Systems Pvt. Ltd.
• Post-release encumbrance status: 32,283,970 shares (24.13%).
• Lender/Trustee: Vistra ITCL (India) Limited; India Resurgence Fund schemes.