Shivalik Bimetal Controls Ltd

Pune Facility Phase-II Update

• Company is in process of obtaining approvals for Pune facility Phase-II.
• This is in continuation of the July 16, 2026 disclosure.

Parties

• Lender: Shivalik Bimetal Controls Limited; Borrower: Shivalik Engineered Products Pvt. Ltd.

Purpose

• Unsecured loan of Rs 11 crore to SEPPL for working capital and term loan repayment.

Key terms

• Loan amount Rs 11 crore; unsecured; no security; to meet working capital and repay term loan.
• Date of execution: Aug 21, 2026; outstanding balance: Nil; no security.
• SEPPL is wholly owned by the company.

Related party

• SEPPL is a wholly-owned subsidiary; related party transaction; exempt under Reg 23(5)(b).
• Transaction is on arm's length basis.

Impact

• Inter-company loan to strengthen SEPPL funding; no current outstanding balance.
• Potential impact on intercompany receivables balances.

Other disclosures

• Regulatory disclosure filed; no director nominations or conflicts disclosed.

Termination/amendment

• No termination or amendment as on date.

Financial Performance

• Consolidated revenue up 33.4% YoY to 182.2 crores.
• EBITDA rose to 43.2 crores, up 35.2% YoY.
• PAT up 44.9% YoY to 33 crores.
• Sequential gains: revenue +13%, EBITDA +23%, PAT +26%.
• Margin improvement occurred despite higher employee costs from capacity expansion.

Operating Update and Geography

• Shunts grew 18.7%, bimetals 7.4% in Q1.
• India growth broad-based; Europe led by shunts; Americas up 30% YoY in shunts.
• Asia weaker; focus on rebuilding momentum.
• Phase 1 Pune facility received consent to operate; main plant to start full operation in October.
• Standalone revenue split: 44-45% from bimetal; 54-55% from shunts.
• Contacts revenue ~30–35% of consolidated; PCB/bus-bar assemblies ~15–16% in year one.

Projects and Capex

• Incremental Pune capex estimated at about 20–25 crores; existing capex partially overlaps.
• Pune bus-bar project: targeted 300–400 crores in ~3 years.
• Year 1 Pune revenue: ~10–15%; Year 2: 150–200 crores; Year 3+: ~300 crores.
• Exploring two tech opportunities: specialized metallurgical material and automotive fuses; potential partnerships or acquisitions.
• Shunts capacity: welding 65–70% utilization; bimetal 40–45%.

Guidance and Outlook

• FY27 growth guidance: 20–30% if forecasts hold.
• Q1 execution supports margin quality, working-capital efficiency, and cash conversion.

Q&A Highlights

• Large US customer expects higher volumes mainly in resistor division; MOSFET volumes not applicable.
• Two-wheeler EVs and smart meters identified as growth areas.
• Potential four-wheeler CCS assemblies explored; Pune enables broader assembly offerings.
• Concentration risk previously 35–40%; expected to stay below 17–18%.
• Silver prices contributed about half of Q1 revenue growth; 20–30% FY27 growth feasible.

AGM notice and scheduling

• AGM 42nd on Sep 2, 2026 at 10:30 IST via VC/OAVM.
• Notice and Annual Report FY2025-26 available online; emailed to registered addresses.
• Shareholders without registered emails can access notice via weblink and QR code on SBCL site.
• Remote e-voting window Aug 30 to Sep 1, 2026; cut-off Aug 26.

Dividend proposal and tax implications

• Board recommends final dividend of 100% (Rs 2 per share) for FY2025-26, subject to AGM.
• Record date for entitlement: Aug 26, 2026.
• Dividend tax to be deducted at source per new Income Tax Act; rates depend on shareholder category.
• Tax deduction details linked in the notice; physical copy requests via investor email.

Shareholder communications and KYC

• Update KYC and dematerialise physical securities per SEBI circular.
• To receive notices electronically, update registered email with Company/RTA/DP.
• Physical folio holders must update PAN, contact details, bank details, and specimen signature.

Record date and entitlement

• Record date fixed as 26 August 2026 for entitlement to final dividend.
• Dividend of Rs 2 per equity share, subject to AGM approval.

Overview

• Standalone BRSR for FY2025-26 by Shivalik Bimetal Controls Limited.
• Main activity: manufacture thermostatic bimetal and trimetal strips; 100% turnover.
• Exports comprise 56.65% of turnover across 38 countries.
• New Pune manufacturing facility is being set up.
• Board oversight includes a BRSR Committee; ESG policies approved by the Board.
• CSR focus includes education, health, and nutrition programs.
• Reporting boundary: standalone disclosures for SBCL.

Key ESG Risks & Opportunities

• Hazardous material and waste handling risk mitigated by EHS policy and risk assessments.
• Manufacturing safety risks addressed via strict protocols, training, and ISO 45001 compliance.
• Product and process innovation opportunities driven by in-house R&D and automation.
• Technology and cybersecurity: invest in R&D and AI governance to protect data.
• Green energy transition and waste management investments to reduce emissions and costs.

Governance & Policy Highlights

• Board has a dedicated BRSR Committee overseeing ESG strategy.
• Policies cover Code of Conduct, Human Rights, Whistleblower, Anti-Corruption, CSR, POSH.
• Board-approved policies are aligned with ISO certifications; policies hosted on policy links.
• No external assurance; internal reviews ensure ongoing compliance.
• Anti-bribery policy exists; web link provided.
• Customer grievances filed in FY25-26: 19; all closed.
• NGRBC principles reviewed by board/committee processes.
• Whistleblowing mechanism and related links exist.

Social Responsibility & Workforce

• Total permanent employees: 191; total workers: 838.
• Women representation on Board 20%; KMP women 20%.
• Health/safety training: 70.7% of employees; 91.5% of workers; skill upgradation 45.55%/99.15%.
• Well-being cost: 0.30% of revenue.
• PF/Gratuity: 100% coverage; ESI 85% employees, 94% workers.
• Whistleblower mechanism covers all staff and contractors.

Environmental Performance

• Total energy use: 31,014.08 units; renewable share 28,807.23 units.
• GHG: Scope 1 emissions 156.10 tCO2e; Scope 2 not reported.
• Emissions intensity: 3.38e-8 tCO2e per turnover; PPP-adjusted 6.87e-7.
• Water: withdrawal 13,318 kl; 3,180 kl recycled; 4,261.70 kl reused; discharge 9,286.70 kl.
• Total waste 956.55 t; 769.34 t recycled; 187.20 t disposed; 5.15 t hazardous; 940.41 t non-hazardous.
• Air emissions data analyzed by Shivalik Solid Waste Management Limited.
• Certifications: ISO 45001, ISO 9001, ISO 14001.
• Zero Liquid Discharge: ETPS/STPs enable wastewater treatment and onsite reuse.
• PAT program not applicable; compliant with environmental laws; NOC from Pollution Control Board.
• Not located in ecologically sensitive areas.

Stakeholder Engagement & Complaints

• Stakeholders include investors, customers, vendors, employees, government, local communities, banks.
• Engagement channels: emails, meetings, websites, stock exchanges, earnings calls, AGM.
• Customer complaints: 19 filings FY25-26; all closed.
• Shareholder complaints: 0; Employee/worker complaints: 0.
• Whistleblower policy and POSH compliance; accessible via policy links.
• Conflict-of-interest controls: disclosures and abstention required for directors.

Other Notable Metrics

• Related party transactions: Purchases 9.36%; Sales 0.23%; Investments 99.62%.
• Direct MSME procurement: 29.09%; emphasis on local suppliers.
• CSR impact: Mobile Healthcare Unit aided 3,378 new beneficiaries; 12,263 treatments; 3,105 sugar screenings.
• PM POSHAN support: nutritious mid-day meals to over 1,400 government school children annually.
• Tree plantation: 600 saplings planted in FY2025-26.

AGM Details

• AGM to be held on 2 September 2026 at 10:30 a.m. IST via VC/OAVM.
• Record date for final dividend fixed at 26 August 2026.
• Remote e-voting window from 30 Aug 2026, 9:00 a.m. to 1 Sep 2026, 5:00 p.m.

Dividend

• Final dividend of Rs 2 per equity share proposed/approved for FY2025-26.

Key Resolutions

• Ordinary: Adopt audited standalone and consolidated financial statements for year ended Mar 31, 2026.
• Ordinary: Confirm interim dividend and declare final dividend on equity shares for FY2025-26.
• Ordinary: Reappointment of Kabir Ghumman by rotation.
• Special: Appoint Walker Chandiok as Statutory Auditor to fill casual vacancy from Aug 7, 2026.
• Special: Appoint Walker Chandiok as Statutory Auditor for five years; fee ₹60,00,000 per annum.
• Ordinary: Ratify remuneration of Ramawatar Sunar, Cost Auditor, ₹1,75,000 per annum.
• Special: Alter AoA to enable issuance of warrants and other securities.

Financial highlights

• Consolidated revenue from operations rose to ₹570.9 crore, up 12.3% YoY.
• EBITDA stood at ₹130.7 crore, up 26.0% YoY.
• PAT reached ₹95.8 crore, up 24.8% YoY.
• EBITDA margin expanded to 22.9% (up 250 bps).
• Gross margin improved to 45.2%.
• Standalone revenue was ₹462.0 crore, up 5.7%.
• Standalone EBITDA rose to ₹112.4 crore, up 15%.
• Standalone PAT was ₹81.8 crore, up 12.9%.
• End-year cash of ₹105 crore vs ₹59 crore debt; net cash positive.
• ROCE stood at 25.7%.
• Exports accounted for 56.66% of FY26 revenue.
• FY26 Q4: revenue ₹162.7 crore, EBITDA ₹35.5 crore, PAT ₹26.1 crore.

Strategy & value curve

• Shift from precision materials to integrated solutions on the value curve.
• Pune platform established for PCB and busbar assemblies.
• R&D depth and EBW moat; in-house machinery strengthens control.
• Component-led revenue share increased with better realisations.
• Europe traction and Asia momentum; Americas recovery potential.
• Forward integration ramp funded by internal accruals; Pune capex ~₹20 crore.
• Asset base supports over ₹1,300 crore revenue for scalable growth.
• Aims to deepen wallet share with OEMs/Tier-1s in electrification.
• FY27 priorities: margin quality, working-capital discipline, selective capital allocation.

Operations & product mix

• Shunt revenue ₹230.7 crore, up 8.6% YoY.
• India shunt revenue ₹85.9 crore, up 27.4%.
• Europe shunt revenue ₹28.65 crore, up 14%.
• Rest of Asia shunt revenue ₹61.16 crore, up 26%.
• Americas shunt/bimetals declined ~23%.
• Thermostatic bimetals revenue ₹231.3 crore, up 2.9%.
• Europe thermostatic revenue up 47% to ₹50.73 crore.
• Electrical Contacts revenue ₹110.94 crore.
• Component-led mix rose to ~65% of revenue.
• Exports accounted for 56.66% of FY26 revenue.
• FY26 standalone margin 24.3%.
• Q4 FY26 revenue ₹162.7 crore; EBITDA ₹35.5 crore; PAT ₹26.1 crore.

Pune platform & forward integration

• Pune CCS facility now operational for PCB assemblies and busbar solutions.
• Pilot PCB/busbar lines scaled; commercial production begun.
• Capex about ₹20 crore; EBW capacity supplemented for assemblies.
• Cumulative opportunity ~₹250–₹300 crore over three years; FY27 PCB ₹70–₹80 crore.
• Pune enables closer customer collaboration, audit readiness and qualification support.
• Forward integration builds on EBW depth; maintains core material advantages.
• Asset base supports >₹1,300 crore revenue with diversified end-markets.

Dividends & capital allocation

• Interim dividend ₹2 per share; final ₹2 per share; total ₹4 per share.
• Total dividend payout ₹23.04 crore; record date 26 Aug 2026; AGM 2 Sep 2026.
• Dividend policy: declare dividends when surplus funds exist, per policy.
• Net cash ₹105 crore; debt ₹59 crore; net cash positive.
• Pune capex funded from internal accruals; no external debt for the ramp.
• FY26 cash flow supports self-funded growth and selective bolt-on opportunities.
• Board remains focused on disciplined capital allocation and value creation.

Governance & audit

• Board: 10 directors; 60% independent; two women independents.
• Dr Shrikant Baldi joined as Independent Director on 16 Sep 2025.
• Five Board meetings held in FY26.
• Independent Directors met on 05 Feb 2026 for performance evaluation.
• Audit Committee: 3 members; chaired by N.P. Sahni; four meetings in year.
• Statutory Auditor: Walker Chandiok appointed to fill casual vacancy (Aug 7, 2026).
• Prior Auditor Arora Gupta resigned on Aug 6, 2026; AGM to approve new appointment.
• Cost Auditor Ramawatar Sunar appointed; remuneration ₹1.75 lakh; ratification at AGM.
• Secretarial Auditor: M/s R. Miglani & Co.; reports filed; no qualifications.

CSR & ESG focus

• CSR expenditure ₹2.00 crore; 37% on education.
• MHU with HelpAge India: 3,378 beneficiaries; 12,263 treatments; 3,105 sugar tests.
• PM POSHAN: nutritious meals for 1,400 government school children yearly.
• Tree plantation: over 600 saplings planted in FY25-26.
• Education infrastructure upgrades in government schools; CSR projects disclosed online.
• Hydro power-based operations; low Scope-2 emissions; renewable energy use ongoing.

Subsidiaries & joint ventures

• Shivalik Engineered Products Private Limited: turnover ₹111.2 crore; PAT ₹10.34 crore.
• Shivalik Bimetal Engineers Private Limited: turnover ₹111.2 crore; PAT ₹1.034 crore.
• Shivalik Bimetals Europe SRL, Italy: turnover ₹2.46 crore; PAT ₹0.92 lakh.
• Innovative Clad Solutions Private Limited (JV): turnover ₹302.39 crore; PAT ₹2.10 crore; 16.01% holding.

Outlook & risks

• Americas risk from inventory destocking; 23% decline in shunt revenue.
• Tariff/trade shifts and FX exposure remain key challenges.
• Raw-material price volatility (silver, nickel) impacts margins.
• Electrification demand supports current-sensing components and assemblies.
• FY27 focus: margin quality, working-capital discipline, and assembly ramp.
• Smart-meter domestic demand tailwind remains a substantive driver.