Shalimar Paints Ltd

Meeting details

• EGM on 11 Sep 2026 via VC; four capital resolutions.

Resolutions

• Resolution 1: Special; cash preferential issue up to 1,24,54,608 equity shares at ₹85 to non-promoter.
• Resolution 2: Special; preferential issue up to 41,70,21,987 equity shares at ₹85; swap for HIML shares.
• Resolution 3: Special; up to 81,12,02,664 CCPS at ₹85; swap for HIML shares.
• Resolution 4: Special; QIP up to ₹1,000 crore; to QIBs; discount up to 5%.
• Promoter/Director interest: some HIML promoter group entities identified as proposed allottees.

Utilisation & rationale

• Utilisation: cash proceeds ₹105.86 crore for working capital and general corporate purposes.
• Rationale: invest in HIML to create a scalable platform for infrastructure materials.
• Interim use: proceeds kept in bank deposits.

Shareholding impact

• Promoter stake projected around 66.5% after CCPS issuance.
• Non-promoter dilution expected due to issuances.

Governance & management

• No new director appointments or removals disclosed.

Dates & disclosures

• EGM date: Sept 11, 2026; e-voting window Sept 7–10, 2026; cut-off Sept 4, 2026.

Board outcome corrigendum

• Corrigendum replaces item 7; corrected CCPS fund-raise terms and aggregate amount.
• Corrected aggregate amount: ₹68,95,22,26,440; previously ₹68,95,22,17,869.
• Up to 81,12,02,664 CCPS of ₹2 each at ₹83 premium; issue price ₹85.
• Aggregate fundraising amount: ₹68,95,22,26,440; to promoters and non-promoter allottees; subject to shareholder approval.
• Annexure II corrections alter post-preferential holdings for several allottees.
• Annexure III CCPS corrections include new entries; aggregate CCPS total unchanged.
• Aggregate totals across Annexures II and III unchanged; net difference due to corrections.
• Board meeting details unchanged; date/time unchanged.
• Final approvals pending shareholder consent.

AGM details and shareholder notices

• 124th AGM scheduled for Sept 9, 2026 at 12:30 IST via VC/OAVM; Annual Report available online.
• Letters sent to shareholders without registered emails with AGM/Annual Report web-link; Aug 14, 2026 cut-off.
• Annual Report URL path provided: https://www.shalimarpaints.com/investors-relations/annual-reports.

Overview

• Standalone BRSR for FY2025-26 covering paints and coatings manufacturing.
• 95% of turnover from manufacturing; 4 plants nationwide, 1 office; serves 22 states + 1 UT.
• Reporting boundary is standalone; no external assurance reported.

Key ESG Risks & Opportunities

• Waste management risk; mitigated by a comprehensive waste plan, audits, and emergency response.
• Water management risk; mitigated by water audits and wastewater treatment/recycling.
• Health and safety risk with opportunities from safety measures reducing injuries and costs.
• GHG emissions risk; mitigation via emission tracking and energy efficiency efforts.
• Human rights opportunity; training and grievance mechanisms to enhance reputation.
• Code of Conduct opportunity; governance enhancements and internal audits.
• Chemical safety risk/opportunity; robust protocols and certifications to improve safety and compliance.
• ESG targets under development; finalization planned to guide progress.

Governance & Policy Highlights

• Board/MD & CEO oversee Business Responsibility policies; risk management committee focuses on ESG risks.
• ABAC policy embedded in Code of Conduct; whistleblowing channel askus@shalimarpaints.com.
• Policies extend to value-chain partners; ISO 9001, 14001, 45001, and ISO/IEC 17025 standards.
• No external assurance; no documented penalties or adverse regulatory orders in FY25-26.
• Policies approved by the Board; disclosures and policies accessible via company channels.

Social Responsibility & Workforce

• Total employees 581; 556 permanent, 25 other; workers 479 total; board female representation 14.29%.
• LTIFR: employees 6.24; workers 14.36; total recordable injuries: 1 (employees), 19 (workers).
• Welfare spend on well-being 0.17% of revenue; retirement benefits include PF, gratuity, ESI.
• Premises accessible to differently abled; POSH committee and grievance channel hr d@shalimarpaints.com.
• 100% coverage for training of Board, KMP, and employees; 5 worker trainings conducted.

Environmental Performance

• GHG emissions: Scope 1 469.69 tCO2e; Scope 2 1,106.89 tCO2e; intensity 0.02 tCO2e per INR turnover.
• Zero Liquid Discharge (ZLD) implemented with multiple ETP/STP capacities across sites.
• Water: groundwater 22,016 kl; total withdrawal 25,741 kl; water intensity 0.44 per turnover.
• Waste: total 180.22 tonnes; hazardous 54.97; recycled 4.88; incineration 50.55; other disposal 124.78.
• Certifications: ISO 9001/14001/45001; ISO/IEC 17025; CTOs/permits for hazardous waste handling.
• Plastic packaging EPR plan with collection infrastructure and CPCB reporting; no external assurance.

Stakeholder Engagement & Complaints

• Key groups: communities, employees/workers, vendors, supply chain partners, customers, investors, regulators.
• Engagement channels: askus@shalimarpaints.com; continuous with employees, quarterly/investor activity, ongoing for customers.
• Current FY complaints: 2 from shareholders; 0 from communities/investors/employees; previous year included customer dispute and POSH cases.
• Community CSR initiatives and government/regulator interactions; ongoing stakeholder dialogue.

Other Notable Metrics

• Inputs: 50% from MSMEs; 99.68% sourced from India.
• RPTs: purchases from related parties 0.32%; sales to related parties 1.26%; loans/ investments 100%.
• Sustainable R&D 11.11% of turnover; 16 high solids coatings; 2 waterborne products; capex 0.02%.
• Data privacy: no data breaches in FY26; cyber security policy in place; consumer-facing information 65% includes ESG parameters.
• Product safety/compliance: 100% safe usage and 100% recycling/disposal disclosures; no active recall noted.

AGM Details

• Date and time: 9 September 2026 at 12:30 p.m. IST
• Mode: Video Conference (VC)/OAVM
• Cut-off for e-voting entitlement: 2 September 2026
• E-voting window: 5–8 September 2026
• No. of resolutions: 5

Key Resolutions

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements for FY 2025-26
• Item 2 (Ordinary): Re-appoint Aaditya Gajendra Sharda as Director by rotation
• Item 3 (Ordinary): Increase Authorised Capital; create 200 crore CCPS; amend MOA
• Item 4 (Special): Increase investments limit under Section 186 to Rs 30,000 crore
• Item 5 (Ordinary): Ratify remuneration to Cost Auditors for FY 2026-27

Dividend

• Dividend: no dividend proposed or declared for FY 2025-26

Director Changes

• Kuldip Raina appointed MD & CEO from 10 Apr 2025 (3-year term)
• Venugopal Chetlur ceased as Whole-time Director on 4 Mar 2026; continues as COO
• Abhijeet Jhawar appointed Additional Director (Non-Executive Non-Independent) from 12 May 2026; approved 13 Jun 2026
• Shan Jain re-appointed Independent Director for second term from 13 Feb 2026
• Atul Rasiklal Desai re-appointed Independent Director for second term from 28 Jun 2026
• Aaditya Gajendra Sharda to retire by rotation at ensuing AGM; re-appointment sought

Auditor Appointments

• Statutory Auditors: Walker Chandiok & Co LLP; 5-year term ending at 125th AGM (2027)
• Secretarial Auditors: MAKS & Co.; 5-year term running to 2029-30
• Cost Auditors: Sanjay Gupta & Associates; remuneration Rs 2 lakh; ratification at AGM
• Internal Auditors: Deloitte Touche Tohmatsu India LLP

Material Related Party Transactions

• RPTs with Hella Infra Market Ltd (Ultimate Holding) and subsidiaries; intercompany nature
• Sale to Jindal Stainless Limited: ₹2.38 crore
• Purchases from Hella Infra Market Limited: ₹0.11 crore; from Hella Infra Market Retail Pvt Ltd: ₹0.12 crore; Amstard Consumers Pvt Ltd: ₹0.78 crore
• Other intercompany movements and services disclosed; details in annual report notes

Other Material Approvals

• Employee Stock Option Scheme 2022: no grants in FY2025-26; disclosures available on company site
• Dividend Distribution Policy and CSR disclosures referenced in annual report

Materiality authority

• Board authorized MD&CEO, CFO, and Company Secretary to determine materiality for disclosures under Regulation 30.
• Effective August 12, 2026.
• CFO appointment: Mr. Kundan Sangwar named Chief Financial Officer.
• Authorized KMPs: Kuldip Raina (MD&CEO), Kundan Sangwar (CFO), Snehal Saboo (Company Secretary).
• Policy aligned with SEBI LODR Regulation 30(5) and the company's disclosure policy.

Financial results

• Unaudited standalone and consolidated Q1 2026 results approved (quarter ended June 30, 2026).
• Limited Review Report issued by statutory auditors accompanies the results.
• Performance highlights for the quarter ended June 30, 2026 released.

Leadership and governance

• Mr. Kundan Sangwar appointed Chief Financial Officer, effective August 12, 2026.
• Notice of AGM and EGM approved.

Capital structure and funding

• Amend MOA to increase authorized capital to ₹1,000 crore.
• Capital split: 300 crore equity shares and 200 crore CCPS.
• Preferential equity issue to non-promoter allottees: up to 12,454,608 shares at ₹85; ₹105.86 crore.
• CCPS preferential issue: up to 81,12,02,664 CCPS at ₹85; aggregate ₹68,95,22,17,869.
• QIP up to ₹1,000 crore.
• Investment in Hella Infra Market via swap; may become unlisted material subsidiary.
• Strategic option to unify Shalimar and Infra.Market explored.
• Increase limit for investments under Section 186.
• AGM and EGM notices approved.
• Valuation reports: equity shares and CCPS of Shalimar and Infra.Market prepared.

Other disclosures

• AGM/EGM dates to be intimated separately.
• Annexures I-III list investors in preferential issuances.