Sharika Enterprises Ltd

Transaction details

• Target Company: Sharika Enterprises Limited.
• Disclosing Party: Promoters and PACs of Sharika Enterprises Limited.
• Acquirers are promoter group members.
• Names: Rajinder Kaul, Arun Kaul, Ravinder Bhan.
• Other promoters: Meghana Zutshi Kaul, Sanjay Verma, Shray Bhan, Mukta Mani Kaul.
• Transaction Type: Acquisition of warrants via preferential issue.
• Pre-Transaction Holding: 2,82,28,453 shares (65.19%).
• Warrants allotted: 10,67,725; promoter group diluted stake 1.83%.
• Mode of acquisition: Preferential Issue - Allotment of warrants.
• Date of Transaction: 25.09.2026.
• Pre-transaction share capital: Rs 21,65,00,000 (4,33,00,000 shares).
• Post-transaction share capital: Rs 27,74,60,625 (5,54,92,125 shares).
• Total diluted share capital: Rs 29,15,22,200 (5,83,04,440 shares).

AGM Details

• AGM held on scheduled date at 12:00 PM IST via Video Conferencing.
• Record date fixed for voting.
• Remote e-voting available before meeting; Scrutinizer appointed.
• Meeting duration approximately 23 minutes.

Resolutions Presented

• Ordinary resolution: Adopt Audited Financial Statements for the year.
• Ordinary resolution: Appoint Executive Director liable to retirement by rotation.
• Special resolution: Approve remuneration for Executive Director in no-profit scenario.
• Special resolution: Approve remuneration for Managing Director in no-profit scenario.

Voting Outcomes

• Resolution 1 approved.
• Resolution 2 approved.
• Resolution 3 approved.
• Resolution 4 approved.

Director Changes

• New Executive Director appointed; will retire by rotation.

AGM Details

• Date, time, and mode: 28 September 2026, 12:00 PM, via Video Conferencing.
• Record date for voting: 18 September 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for FY ended March 31, 2026.
• Ordinary: Appointment of Sanjay Verma as Executive Director liable to retire by rotation.
• Special: Approval of remuneration for Sanjay Verma in case of no profit or inadequate profit.
• Special: Approval of remuneration for Rajinder Kaul in case of no profit or inadequate profit.

Voting Results

• Resolution 1: Ordinary; adopted financial statements; passed.
• Resolution 2: Ordinary; appointment of Sanjay Verma; passed.
• Resolution 3: Special; remuneration for Sanjay Verma; passed.
• Resolution 4: Special; remuneration for Rajinder Kaul; passed.

Dividend

• No dividend proposed or declared.

Director Changes

• Appointment of Sanjay Verma as Executive Director; liable to retire by rotation.

Material Related Party Transactions

• No material related party transactions approved.

Capital actions

• Allotment of 1,21,92,125 equity shares at Rs 14.33 per share; total Rs 17,47,13,151; paripassu.
• Allotment of 28,12,315 warrants at Rs 14.33; total Rs 4,03,00,474; upfront Rs 3.5825 per warrant.
• Upfront warrant subscriptions received: Rs 1,00,75,118.49 from 6 allottees.
• Warrants convertible into equity shares on exercise within 18 months; 75% balance payable on exercise.
• No change in share capital on warrant allotment; capital remains unchanged.
• Warrants locked-in as per ICDR 2018 provisions.
• Post-allotment total equity shares outstanding: 5,54,92,125.

Approvals/Status

• In-principal BSE approval obtained on 10 September 2026.
• EGM held on 17 July 2026; approvals for preferential issue obtained.
• Annexures II and IV list equity and warrant allottees.

Sharika Enterprises Limited: Trading Window closed from Oct 01, 2026 for Un-audited Financial Results for the quarter and half-year ending Sep 30, 2026; The Trading Window shall open 48 hours after the Un-audited Financial Results for the quarter ending on September 30, 2026 becomes generally available to public.

In-principle preferential issue approval

• In-principle BSE approval for preferential issue of 1,51,49,079 equity shares to non-promoters at Rs 14.33 floor price.
• 38,38,102 warrants convertible into 38,38,102 equity shares at Rs 14.33 each on preferential basis to promoters and non-promoters.
• Reference letter LOD/PREF/MV/FIP/768/2026-27 dated 10 September 2026.
• Enclosure: copy of in-principle approval attached.

Financial snapshot

• Consolidated revenue from operations: 7,546.15 Lakhs; down from 8,171.10.
• Consolidated total income: 7,644.41 Lakhs.
• Consolidated EBITDA: (767.09) Lakhs.
• Consolidated PAT: (890.15) Lakhs.

Standalone performance

• Standalone revenue from operations: 7,515.99 Lakhs.
• Standalone total income: 7,606.10 Lakhs.
• Standalone PAT: (770.51) Lakhs.
• Board did not declare any dividend for FY2025-26.

Capital structure & liquidity

• Paid-up equity capital: Rs 21.65 Crores; no change in year.
• Authorized share capital increased to Rs 3,500 Lakhs; MCA filing completed.
• Total debt (Consolidated): Rs 2,647.05 Lakhs; Net debt: Rs 2,327.95 Lakhs.
• Net debt to equity: 176.62%; undrawn facilities: Tata Capital Rs 300 Lakhs, NSIC Rs 269.57 Lakhs.
• Current ratio: 1.11; DSCR: (1.95); gearing elevated.

Governance & management changes

• Sanjay Verma appointed CEO from 01-Apr-2026.
• Tej Kishen Wali appointed Non-Executive Independent Director from 27-Jan-2026.
• Dr. Vijay Pande ceased as NED on 18-Dec-2025; Arvind Kumar Koul term ended 31-Jan-2026.
• Board size 5; independent directors in place.

Audit flags & internal controls

• Standalone and consolidated financials carry audit qualifications due to slow-moving inventories and ECL gaps.
• Material weakness in internal financial controls for provisioning.
• Spintech investment cited as Emphasis of Matter; carrying value deemed appropriate.

Strategy & key developments

• Strategy pivot toward technology-led power infrastructure and digital grids.
• SCADA/ADMS momentum with Uttarakhand ADMS order around Rs 25 Crore.
• Larsen & Toubro order for 998 communicable FPIs for PVVNL project.
• Renewable infra: JSW Renewables 33 kV SF6 Load Break Switches contract.
• Railway automation: USBRL project with IRCON; continued focus on indigenous tech.

Risks & outlook

• Copper and other raw-material price volatility impacting margins.
• Intense competition; working-capital pressure; evolving cybersecurity requirements.
• Outlook favorable for RDSS-driven opportunities; emphasis on integrated digital-grid solutions.

Related party disclosures

• Related party transactions occurred with Spintech, Sharika Smartec, Contronics; arm's-length, ordinary-course.
• Remuneration to KMP disclosed; inter-company loans/advances noted; no material RPTs reported.

AGM & closure

• AGM date: Sept 28, 2026 at 12:00 via VC/OAVM
• Book closure: Sept 18–Sept 28, 2026 (inclusive)
• Purpose: Annual General Meeting
• Record date/cut-off: Sept 18, 2026
• Security: Equity shares

E-voting

• Remote e-voting window: Sept 25, 2026 09:00 to Sept 27, 2026 17:00
• Eligible voters: members on cut-off date Sept 18, 2026

AGM Details

• Date, time, and mode: 28 September 2026, 12:00 noon, VC/OAVM.
• Register of Members closed Sep 18 to Sep 28, 2026.
• Remote e-voting window: Sep 25–27, 2026.
• Cut-off date for voting: Sep 18, 2026.

Ordinary Business

• Adopt Audited standalone and consolidated financial statements for year ended March 31, 2026.

Reappointment: Sanjay Verma

• Re-appoint Sanjay Verma as Executive Director liable to retirement by rotation.

Special Resolution: Verma remuneration

• Remuneration in no-profit years for Sanjay Verma for three years.

Special Resolution: Rajinder Kaul remuneration

• Remuneration in no-profit years for Rajinder Kaul for three years.

Remuneration Details – Verma

• Basic salary Rs 24 LPA; perquisites up to 40% of basic.

Remuneration Details – Kaul

• Basic salary Rs 24 LPA; similar perquisites and allowance structure.

Director Shareholding

• Sanjay Verma promoter director holds 43,42,565 shares.

Strategic Focus

• Company aims to shift from EPC to automation and higher-margin services.

Voting / Attendance

• Meeting via VC; remote voting Sep 25–27, 2026; results announced after.