Shilp Gravures Ltd

Shilp Gravures Limited: Trading window closed from Oct 01, 2026 until 48 hours after the declaration of the Unaudited Financial Results for the second quarter and half-year ended Sep 30, 2026 (FY 2026-27).

AGM details

• AGM held 23 Sep 2026 at 1:00 PM via VC/OAVM.
• Record date for voting: 16 Sep 2026.

Resolutions put to vote

• Resolution 1: adopt audited financial statements for the year ended 31 Mar 2026; ordinary.
• Resolution 2: declare final dividend of Rs 2.10 per share; ordinary.
• Resolution 3: reappoint Kishor Doshi as Executive Director; ordinary.

Voting results

• Resolution 1 passed with all votes in favor.
• Resolution 2 passed with all votes in favor.
• Resolution 3 passed with all votes in favor.

Dividend

• Final dividend of Rs 2.10 per equity share approved.

Director changes

• Kishor Doshi reappointed as Executive Director; liable to retire by rotation.

AGM Details

• 33rd AGM held on 23 September 2026 from 1:00 PM to 1:43 PM via VC/OAVM.
• Chairman was Independent Director; addressed by Whole-time Director.
• Remote e-voting opened 20 Sep 2026 at 9:00 AM and closed 22 Sep 2026 at 5:00 PM.

E-voting & Scrutinizer

• E-voting facility available during AGM for those not voting earlier.
• Scrutinizer appointed: CS Janvi Davda.

Ordinary Business

• Adopt Audited Financial Statements (including Consolidated) for year ended 31 March 2026.
• Declare Final Dividend on Equity Shares for FY 2025-26, if any.
• Reappoint Kishor Doshi as Executive Director, retiring by rotation.

Voting Results

• Detailed voting results to be submitted separately.

Director Changes

• Kishor Doshi reappointed as Executive Director, retiring by rotation.

Subsidiary office shift

• Etone India Private Limited, material wholly owned subsidiary, approved shifting its registered office from West Bengal to Gujarat.

Target overview

• Target: Etone India Private Limited; gravure cylinder manufacturing; India.
• Incorporation: 11 June 2002; presence: India.
• Authorized capital: Rs 2.50 cr; paid-up: Rs 1.0588 cr; turnover: Rs 1269.60 lacs.
• Products: engraved and etched cylinders for rotogravure/Flexo.

Deal terms

• Related party: Yes; promoter group Nil; arm's length: Yes; nature: Wholly Owned Subsidiary.
• Form: Cash.
• Cost: Rs 1,42,93,800; 14,29,380 equity shares at Rs 10.
• Shareholding: 100%.
• Investment via rights issue.

Rationale

• Rationale: Expand business via acquisition of gravure cylinder maker.

Regulatory & timeline

• Regulatory approvals: NA.
• Timeline: Not specified.

Background & turnover

• Incorporation: 11 June 2002; presence: India.
• Last 3 years turnover: 2023-24 Rs 1154.19 lacs; 2024-25 Rs 1110.20; 2025-26 Rs 1269.60.

AGM Details

• AGM scheduled on 23 September 2026 at 01:00 PM via VC/OAVM.
• Remote e-voting services provided by CDSL.

Voting Schedule

• Cut-off date fixed as 16 September 2026 to record voting entitlement.
• Voting window opens 20 September 2026 at 09:00 and closes 22 September 2026 at 17:00.
• Results expected to be declared on/after 23 September 2026 by the Chairman.

AGM notice and IAR distribution

• 33rd AGM scheduled 23 September 2026 at 1:00 PM IST via VC/OAVM.
• Integrated Annual Report for FY2025-26 available at https://shilpgravures.com/pdf/33rd-Annual-Report.pdf.
• Letters dispatched to members with unregistered email addresses containing access link to IAR and AGM notice.
• Cut-off date for unregistered emails: August 21, 2026.
• Reminder to update KYC per SEBI Circular 2024 and dematerialize physical securities; collect PAN, address, bank, signature.
• KYC forms ISR-1/ISR-2/ISR-3, SH-13/SH-14 available on the website.
• Physical holders without updated PAN, contact details, or nomination face electronic payment ineligibility from April 1, 2024.
• Queries to be raised via the helpdesk for shareholders.

Financial snapshot

• Standalone revenue from operations: 8,838.00 Lakh; YoY +6.98%.
• Consolidated revenue from operations: 9,787.45 Lakh; YoY +6.95%.
• Standalone PAT: 795.87 Lakh; YoY +89.13%.
• Consolidated PAT: 699.66 Lakh; YoY +88.48%.
• Standalone EBITDA: 1,759.40 Lakh; Consolidated EBITDA: 1,701.93 Lakh.
• EPS (Standalone): 12.94; EPS (Consolidated): 11.38.
• Final dividend proposed: 2.10 per share; record date 16 Sep 2026; payout after AGM.
• Paid-up equity share capital: 61,49,800 shares; Rs 614.98 Lakh.

Operational & segment performance

• Gravure rollers external revenue: 8,284.07; Wind 383.17; Others 553.93; Total external 9,221.17.
• Inter-segment revenue: 383.17; Consolidated revenue total 9,787.45.
• Segment results: Gravure 492.73; Power 191.50; Others 20.37; Total 704.60.
• Mutual funds (FVTPL): 2,708.80; balance invested disclosed in notes.

Dividend & capital allocation

• Board recommended final dividend of 2.10 per equity share for FY2025-26.
• Record date for dividend: 16 September 2026; payment subject to AGM approval.
• No transfer to General Reserve this year.

Capital structure & liquidity

• Equity share capital: 61,49,800 shares; paid-up Rs 614.98 Lakh.
• No long-term borrowings; cash balance Standalone 134.84 Lakh; Consolidated 136.33 Lakh.
• Net debt to equity not applicable; strong liquidity position indicated by cash reserves.

Governance & leadership

• Board of five directors: 1 Executive, 3 Independent, 1 Non-Executive; includes one woman.
• Monica Kanuga resigned Aug 7, 2025; Jinal Rupani joined Nov 4, 2025.
• Pranav Bhalara and Kishor Doshi appointed Whole-Time Directors; approved by Members May 2026.
• Independent Directors meeting held Mar 26, 2026.

Subsidiary & consolidation

• Wholly owned subsidiary: Etone India Private Limited (100% stake).
• FY2025-26: Etone turnover 1,269.60; PAT -96.21; net assets mix disclosed.
• Form AOC-1 and Annexure-B accompany the standalone accounts; material subsidiary policy on website.

Related party transactions & governance

• Significant related-party interactions with Etone India Pvt Ltd: sale of goods 316.49; loan to subsidiary 490.00; interest 51.51.
• Balaji Multiflex Pvt Ltd: sale 149.62; purchase 35.58.
• Remuneration to KMP: 554.43; outstanding 33.08.

Audit, controls & compliance

• Statutory auditors: Shah & Shah Associates; no qualifications.
• Secretarial audit: Nirav Vekariya; noted delays on Form DIR-12 and MGT-14; remedied.
• Internal audit: K. J. Patel & Associates; robust internal controls reported.

Industry backdrop & outlook

• Packaging sector projected ~9% CAGR to US$92 billion by 2030; gravure remains key for high-volume packaging.
• Labour Codes: incremental impact of Rs 252.16 Lakh recognized as exceptional item.
• Industry focus on automation, sustainability, and cost efficiency shaping capex and product quality.