Systematic Industries Ltd

Systematic Industries Ltd closes trading window from October 1, 2026 until 48 hours after the declaration of Unaudited Financial Results for the half year ended September 30, 2026.

EGM Purpose

• Special resolution to issue 14,88,600 equity shares at ₹228 to promoters and non-promoters.
• Includes cash and share swap components; WBPIL acquisition via 9,996 shares.
• EGM scheduled Oct 1, 2026; remote e-voting Sep 28-30, 2026.

Key Terms

• Total shares to issue: 14,88,600; price ₹228; aggregate ₹33.94 crore.
• Cash vs share swap split: 5,46,000 cash; 9,42,600 share swap.
• Promoter Group allottee Veritas Industries to receive 9,42,600 via share swap.

Allottees & Interests

• Veritas Industries (promoter-group) is the primary share-swap recipient.
• Other allottees include Vijit Global Securities, Vijit Growth Fund, and several individuals.

Valuation & Pricing

• Valuation dated 08 Sep 2026 by Procurve Valux; price ₹228; floor ₹227.39.
• Price fixed not less than ICDR minimum; Regulation 164/166A considerations noted.

Use of Proceeds

• Proceeds allocated to WBPIL acquisition and company working capital.

Post-issue Shareholding

• Post-issue promoter holding ~72.78%; non-promoter ~27.22%.

Governance & Subsidiary

• WBIPL to become wholly owned subsidiary; consolidation and governance alignment.

Board & Listing Actions

• Board authorized to appoint advisors; shares to be listed on SME BSE and dematerialized.

Dates & Compliance

• Relevant date for floor price: 01 Sep 2026.

Business Overview

• Integrated steel wires, OPGW, and OFC with EPC expansion across power and digital infra.
• First EPC order from PGCIL; export momentum rising into FY27.
• Net-debt-free status as of 31 Mar 2026.
• Exposure to power transmission, telecom, and railways markets.

Financial Performance

• FY26 revenue of INR 5,563 Mn; net sales INR 5,525 Mn; 23.9% YoY growth.
• EBITDA INR 405 Mn; margin 7.3%.
• PAT INR 210 Mn; margin 3.8%.
• ROCE 16.4% and ROE 10.4% for FY26.

Operational Highlights

• Steel-wire capacity up to 1,72,000 MT in Q1 FY27.
• ACS wire capacity expanded to 7,200 MTPA; OPGW 12,000 kms; OFC 48,000 kms (FY25).
• OPGW orders include Power Grid Corporation; total order wins INR 847.1 Mn.
• First Railway order for 24/48-fibre armoured cables; >₹100 Mn.
• Exports to 30+ countries; 20+ certifications; DURAFIBER brand introduced.

Capital Structure & Liquidity

• Net debt-free as of 31-Mar-2026; borrowings reduced to minimal levels.
• Total equity INR 2,014 Mn; net worth supports growth financing.

Strategic Outlook & Priorities

• Pursue integrated Wires-OPGW-OFC platform; expand margin-accretive segments.
• EPC/tender opportunities to drive higher scale; pipeline INR 250 Mn.
• Balance sheet strength enables growth funding.

Governance & Leadership

• Siddharth Rajendra Agarwal – Managing Director; oversight of strategy and operations.
• Board includes independent directors; CFO: Dwarika Agarwal.

Meeting Details

• Date & Time: 25 September 2026, 3:00 PM–4:00 PM IST
• Mode: Virtual; Type: Investor/analyst interaction
• Organizer: Arihant Capital Bharat Connect Conference

Participants

• Key company participant: Managing Director

Purpose

• Purpose: General investor/analyst interaction

AGM Details

• Date and time: 22 September 2026, 01:30 PM IST.
• Mode: Video Conferencing.
• Venue deemed at the company’s registered office.

Key Resolutions

• Adopt standalone audited financial statements for the year ended 31 March 2026.
• Re-appointment of Mr. Vikas Navin Hegde, retiring by rotation.
• Remuneration of Cost Auditors for FY 2026-27 ratified.
• Approval of Material Related Party Transaction with Wire Brigade Industries Private Limited.
• Approval of Material Related Party Transaction with Veritas Industries Private Limited.
• Appointment of Gunjan Saboo as Independent Director.

Voting Status

• Voting results to be declared within prescribed timelines.

Director Changes

• Gunjan Saboo appointed as Independent Director; term not disclosed.

Auditor Matters

• Remuneration of Cost Auditors for FY 2026-27 ratified.

Related Party Transactions

• Material RPT approved with Wire Brigade Industries Private Limited.
• Material RPT approved with Veritas Industries Private Limited.

Order details

• POWERGRID awarded a ₹82.42 crore OPGW supply and installation package.
• Contract awarded through domestic competitive bidding for pan-India deployment.
• Notification of Award issued August 24, 2026, signed September 9, 2026.
• Geographical coverage spans various transmission lines across India.

Management commentary

• MD Siddharth Agarwal says milestone growth and focus on OPGW.

Company profile

• Founded 2000; 400+ professionals.

Target at a glance

• WBIPL engaged in manufacturing and supply of steel, MS, and annealed wires in India.
• Turnover FY2025-26: ₹10,974.76 Lakh; EBITDA ₹592.70 Lakh; incorporation 17-12-2020.
• Manufacturing facility: Howrah, West Bengal, India.

Deal terms

• Acquisition of 10,000 WBIPL equity shares (100%); from Veritas Industries (Promoter Group).
• Price per share ₹21,500; total cash consideration ₹86,000 for 4 shares.
• Total equity stake issued: 14,88,600 new company shares at ₹228 each.
• Post-issue ownership: WBIPL becomes wholly owned subsidiary.

Consideration & structure

• Share swap for 9,42,600 WBIPL shares valued at ₹21,49,12,800.
• Cash for 4 WBIPL shares: ₹86,000.
• Total issue value: up to ₹33.94 crore.

Related party and approvals

• Promoter group (Veritas) involved; acquisition classified as related party.
• Not a material RPT per annexure; requires shareholder/stock-exchange approvals.
• EGM scheduled for 01-Oct-2026; preferential issue approvals and in-principle stock exchange approvals.

Regulatory & timing

• Shareholder approval and stock exchange in-principle approvals required.
• Acquisition via swap: completion targeted within 30 days after approvals.
• Cash-based route also subject to approvals; overall timeline contingent on approvals.

Strategic rationale

• Consolidate WBIPL as wholly-owned subsidiary for unified operations.
• Enhance capacity with Wire Brigade expansion; growth in Eastern India presence.

Target background

• WBIPL: ISO 9001:2005; Howrah facility; serves power, telecom, infrastructure, agro sectors.
• Country presence: India; 2020 incorporation; turnover history: 2023-24 ₹6,279.18 Lakh; 24-25 ₹8,548.14 Lakh; 25-26 ₹10,974.76 Lakh.

Acquisition details

• Acquisition of Wire Brigade Industries Private Limited for ₹21.50 crore via share swap and cash.
• Systematic to issue 9,42,600 shares at ₹228 per share as swap consideration.
• Cash consideration of ₹86,000 for the remaining four Wire Brigade shares.

Capital raise

• Board approves ₹33.94 crore preferential issue of 14,88,600 equity shares.
• 9,42,600 shares issued for acquisition consideration.
• 5,46,000 shares subscribed for in cash by identified investors.
• Identified investors list to be available at Outcome of Board Meeting.

Capacity expansion and footprint

• Wire Brigade adds 24,000 MT capacity per year.
• Total capacity post-acquisition rises to 1,72,000 MT.

Wire Brigade financial snapshot

• Wire Brigade FY2025-26 revenue ₹109.75 crore.
• EBITDA ₹5.93 crore; PAT ₹2.14 crore.
• Capacity 24,000 MT per annum.

EGM purpose

• Special resolution to issue up to 14,88,600 equity shares at ₹228 each.
• Aggregate issue size up to ₹33.94 crore.
• Proposed allottees include promoter group and non-promoter entities.
• Cash and share-swap consideration for WBIPL acquisition.
• Listing on SME Platform and board authorization to finalize terms.

Resolution terms

• Type: Special; Nature: Private placement and preferential allotment.
• Key terms: 14,88,600 shares at ₹228; up to ₹33.94 crore.
• Pricing: ₹228 per share; floor price ₹227.39; demat; lock-in.
• Promoter participation: Veritas via share swap; others not subscribing.
• Proposed allottees include Veritas Industries and 20+ non-promoters.

Use of funds & structure

• Cash portion: 5,46,000 shares; ₹86,000 cash for 04 WBIPL shares.
• Share-swap: 9,42,600 new shares for WBIPL; WBIPL becomes subsidiary.
• Working capital: ₹12.44 crore; timeline by 31 March 2028.
• Total proceeds: ₹33.94 crore allocated as per objects.

Shareholding impact

• Post-issue promoter holding: 72.79%; non-promoters 27.21%.
• Total post-issue equity: 23,819,842 shares.
• No change in control; voting rights adjust with shareholding.

Governance & listing

• Board authorized to appoint advisers for preferential issue.
• Shares to be listed on SME Platform; dematerialised.
• Interim use of proceeds allowed with board approvals.
• No change in board or management.