Financial Highlights (FY 2025-26)

  • Gross Sales and Other Income: ₹24,733 lakhs (Previous year: ₹22,968 lakhs) - increase of 7.68%
  • Profit before Interest and Depreciation: ₹1,934 lakhs (PY: ₹1,915 lakhs)
  • Finance Cost: ₹710 lakhs (PY: ₹824 lakhs)
  • Depreciation: ₹611 lakhs (PY: ₹620 lakhs)
  • Profit before Tax: ₹613 lakhs (PY: ₹471 lakhs)
  • Provision for Tax: ₹210 lakhs (Current tax) + ₹3 lakhs (Deferred tax) (PY: ₹160 lakhs + ₹3 lakhs)
  • Profit after tax: ₹400 lakhs (PY: ₹308 lakhs) - increase of 29.9%
  • Total Comprehensive Income: ₹400 lakhs (PY: ₹308 lakhs)
  • Dividend recommended: ₹90 lakhs (₹1.00 per equity share of ₹10 face value) (PY: ₹90 lakhs)
  • Net Comprehensive Income: ₹310 lakhs (PY: ₹218 lakhs)
  • Export Turnover: ₹2,835 lakhs (PY: ₹4,347 lakhs) - decrease of 34.78%
  • Foreign Exchange Outgo: ₹1,322 lakhs

Key Operational Metrics

  • Share Capital: Authorized ₹30 crores; Paid-up ₹9.00 crores (90,03,300 equity shares of ₹10 each) - unchanged during year
  • Employee Strength: 218 total employees (19 Female, 199 Male, 0 Transgender)
  • Plant Locations: Bengaluru (Plot No. 1, Bommasandra Industrial Area) and Thane, Maharashtra (Mumbai-Nasik Highway, Post Vasind)
  • Credit Rating (as of November 21, 2025): ICRA BB+ (Positive) for Long Term Facilities; ICRA A4 for Short Term Facilities - reaffirmed

Dividend Information

  • Dividend Recommended: ₹1.00 per equity share (10%)
  • Record Date: July 24, 2026
  • Payment Date: August 28, 2026 (subject to approval at AGM)
  • Dividend Distribution Policy: Available on company website
  • TDS Applicability: As per Income-tax Act, 2025 - 10% for residents with valid PAN, 20% without PAN; specific provisions for non-residents and exempt entities
  • Unclaimed Dividend: Amounts unpaid/unclaimed for seven years have been transferred to Investor Education and Protection Fund as required

Annual General Meeting Details

  • Meeting: 46th Annual General Meeting
  • Date: July 31, 2026
  • Time: 11:00 AM IST
  • Mode: Video Conference (VC)/Other Audio Visual Means (OAVM) without physical presence
  • Book Closure: July 25, 2026 to July 31, 2026 (both days inclusive)

Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY 2025-26 with directors' and auditors' reports

2. Re-appointment of Mr. Kartik Manohar Nayak (DIN: 00477686) as director retiring by rotation

3. Declaration of dividend of ₹1.00 per equity share

Special Business

4. Re-appointment of Mr. Kartik Nayak as Joint Managing Director for 3 years from May 15, 2026 to May 14, 2029

  • Remuneration: Salary of ₹8,33,333 per month plus perquisites and benefits as detailed in explanatory statement
  • Minimum Remuneration: Payable even in absence/inadequacy of profits

5. Ratification of remuneration of ₹1,00,000 plus taxes for Cost Auditors (Messrs. Bhat & Co) for FY 2026-27

Board and Management Details

Board of Directors

  • Mr. Diwakar S Shetty - Executive Chairman (DIN: 00432755)
  • Mr. Kartik Nayak - Jt. Managing Director (DIN: 00477686)
  • Mr. Praveen Mally - Jt. Managing Director (DIN: 00798354)
  • Mr. Bhagya Chandra Rao - Independent Director
  • Mr. S. Sethuraman - Independent Director
  • Dr. Mita Dixit - Independent Director

Key Managerial Personnel

  • Mr. Vilas Dingre - Chief Financial Officer
  • Mrs. Jyoti Kumari - Company Secretary and Compliance Officer (M No: A37403)

Committee Memberships

  • Audit Committee: Mr. Bhagya Chandra Rao (Chairman), Mr. Diwakar S Shetty, Mr. S. Sethuraman, Dr. Mita Dixit
  • Stakeholders' Relationship Committee: Mr. Bhagya Chandra Rao (Chairman), Mr. Diwakar S Shetty, Mr. Kartik Nayak
  • Nomination and Remuneration Committee: Mr. Bhagya Chandra Rao (Chairman), Dr. Mita Dixit, Mr. Diwakar S Shetty
  • Borrowing Committee: Mr. Diwakar S Shetty (Chairman), Mr. Praveen Mally, Mr. Kartik Nayak, Mr. S. Sethuraman

Auditor Appointments

  • Statutory Auditors: Messrs N Naresh & Co., Chartered Accountants (Firm Registration No. 011293S) - appointed till 47th AGM in 2027
  • Cost Auditors: Mr. Vishwanath Bhat, Proprietor, Bhat & Co (Membership No.: 22986) - remuneration ₹1,00,000 plus taxes for FY 2026-27
  • Secretarial Auditor: Mr. Parameshwar Ganapati Bhat, Practising Company Secretary - appointed for 5 years from FY 2025-26 to FY 2029-30

Capital Structure and Shareholding

  • Listed at: BSE Limited
  • Promoter Shareholding: 64.78% (58,32,183 shares)
  • Public Shareholding: 35.22% (31,71,117 shares)
  • Shares in Demat Form: 98.02% (88,30,567 shares out of 90,03,300 total shares)
  • Registrar and Transfer Agent: Integrated Registry Management Services Private Limited, Bengaluru

Corporate Actions and Compliance

  • Board Meetings: 4 meetings held during FY 2025-26 (May 9, 2025; August 6, 2025; November 7, 2025; February 7, 2026)
  • CSR Expenditure: ₹15.55 lakhs spent on education and industrial area development (below ₹50 lakhs threshold, so no CSR Committee constituted)
  • Vigil Mechanism: Whistle Blower Policy in place, no complaints during the year
  • Sexual Harassment: No complaints filed, disposed of, or pending during the year
  • Related Party Transactions: All transactions at arm's length; material transaction with Fibre Foils Limited (₹53.52 lakhs) where director is interested

Operational and Strategic Updates

  • Business Overview: Company serves diverse industries including food products, pharmaceuticals, and industrial packaging with metal cans
  • Capacity Expansion: Commissioned new production line in Mumbai; expanding lug-cap food can capacity in Bangalore facility
  • Market Outlook: Global metal cans market valued at USD 69.2B in 2025, projected to reach USD 82.7B by 2034; India growing at 5.55% CAGR
  • Cost Challenges: Significant rise in input costs (inks, coatings, packaging materials, gas, electricity) due to geopolitical disruptions and inflation
  • Mitigation Measures: Implemented cost control, working capital efficiency improvements, inventory management optimization, and faster collections

Important Dates and Compliance

  • E-voting Period: July 28, 2026 (9:00 AM) to July 30, 2026 (5:00 PM) via CDSL platform
  • Document Availability: Annual Report and AGM notice available on company website (www.shetron.com) and BSE website
  • Compliance Certificates: Obtained from auditors regarding corporate governance compliance and director non-disqualification
  • Regulatory Filings: All applicable forms and returns filed with regulatory authorities

Risk Factors

  • Industry Competition: Pressure from PET/flexible pouches which are 20-30% cheaper
  • Input Cost Inflation: 60% of tin-plate imported, subject to currency fluctuations
  • Customer Resistance: Large FMCG buyers resisting price hikes, creating margin pressure
  • Export Decline: 34.78% decrease in export turnover in FY 2025-26

Forward-looking Statements

The Management Discussion and Analysis contains forward-looking statements about market growth, expansion plans, and business strategies. Actual results may differ due to economic conditions, government regulations, tax laws, and other exogenous variables.