Setco Automotive Limited FY26 Annual Report and Financial Statements
Annual General Meeting Details
Setco Automotive Limited will hold its 43rd Annual General Meeting on Wednesday, September 30, 2026 at 2:30 PM IST at the Registered Office in Gujarat. The cut-off date for determining voting members is September 23, 2026. Key agenda items include adoption of audited standalone and consolidated financial statements for FY25-26, re-appointment of Mrs. Urja Shah as Whole-time Director, and special resolutions for re-appointment and remuneration of Mr. Harish Sheth as Chairman & Managing Director and Mr. Udit Sheth as Vice Chairman and Executive Director.
Financial Performance Highlights (Consolidated)
FY26 Performance:
- Revenue from operations: ₹804.92 crore (12.0% increase from ₹718.63 crore in FY25)
- EBITDA: ₹97.66 crore (declined from ₹109.18 crore in FY25)
- Profit before tax: ₹13.17 crore (improved from loss of ₹129.18 crore in FY25)
- Loss after tax: ₹4.27 crore (narrowed from ₹126.33 crore loss in FY25)
- Net loss for FY26: ₹11.40 lakhs (significantly improved from ₹10,509.36 lakhs loss in FY25)
Balance Sheet Position:
- Equity share capital: ₹2,675.35 lakhs (unchanged)
- Total borrowings: ₹98,775.92 lakhs (includes current maturities)
- Cash and cash equivalents: ₹4,028.41 lakhs (FY25: ₹2,018.79 lakhs)
- Retained earnings: ₹(69,948.20) lakhs (negative)
- Total net assets: ₹(70,817.01) lakhs (negative)
Strategic Developments and Corporate Actions
SASPL Transaction: On March 29, 2026, SAL executed transaction documents for proposed transfer of control of Setco Auto Systems Private Limited to RSB Transmissions (I) Limited, a Bain Capital-backed automotive components platform. The transaction included Stage 1 sale of 41% stake for ₹185 crore and Stage 2 remaining shares transfer with maximum consideration of ₹255 crore contingent on EBITDA-linked milestones. Initial closing was completed post year-end with RSB/Bain Capital assuming control of SASPL, which ceased to be a subsidiary effective May 27, 2026.
Lava Cast Merger: On March 23, 2026, the Board approved a draft Scheme of Amalgamation for merger by absorption of Lava Cast Private Limited into SAL, subject to NCLT and other approvals. SAL acquired remaining equity interests in Lava Cast making it a wholly-owned subsidiary in March 2026.
Name Change: The company has applied for a name change to Shilayan Industries Limited, awaiting statutory clearances.
Dividend: No dividend declared for FY25-26. Subsequent to year-end, the Board declared an interim dividend of ₹13 per equity share (650%) on May 26, 2026.
Regulatory and Compliance Matters
SEBI Order: On February 5, 2026, SEBI issued an order restraining promoter directors from accessing securities market for two years and levying monetary penalties regarding past transactions. The order directed redemption/refund of proceeds from cumulative redeemable preference shares subscribed in Setco Engineering Pvt. Ltd. The matter has been appealed before SAT, which granted an interim stay subject to conditions on May 8, 2026. The company maintains allegations are without merit and expects no material adverse impact.
Impairment and Provisions: The company recognized an impairment loss of ₹1,136.27 lakhs on its investment in Setco Engineering Preference Shares and accepted assignment of impaired receivables aggregating to ₹16.46 crores from SASPL for nominal consideration of ₹1.
Subsidiaries and Corporate Structure
Material Subsidiaries:
- Lava Cast Private Limited (wholly-owned subsidiary)
- Setco Auto Systems Private Limited (ceased to be subsidiary on May 27, 2026)
- Setco Automotive (UK) Limited
- Setco Automotive (NA) Inc.
- Setco MEA DMCC
- WEW Holding Limited
Shareholding Pattern: Setco Engineering Private Limited holds 47.89%, Promoters collectively hold 59.25%. Issued and paid-up equity share capital remains at ₹26,75,34,550 divided into 13,37,67,275 equity shares of ₹2 each.
Forward-looking Statements and Going Concern
Management asserts going concern basis is appropriate despite negative net worth, citing EBITDA growth from ₹14 crores in FY22 to over ₹108 crores in FY26, advanced discussions with potential investors, market share recovery, expansion into farm tractor clutch segment, and tender wins worth ₹17 crores. The report contains forward-looking statements regarding the company's plans and future performance, noting these involve risks and uncertainties.