Setco Automotive promoters have submitted their mandatory annual disclosures under Regulation 31(4) and 31(5) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 for the financial year ended 31st March 2026. The declarations, filed on April 6, 2026, confirm that promoters have not created any new encumbrances on their shareholdings during the fiscal year.

Promoter Shareholding Details

The disclosure documents reveal the current shareholding pattern among the company's promoters. Setco Engineering Pvt. Ltd. emerges as the largest promoter entity, holding a substantial stake in the automotive company.

Regulatory Compliance Declarations

Each promoter has individually declared that they, along with persons acting in concert, have not made any encumbrance, directly or indirectly, on their shares of Setco Automotive Limited during FY26. The declarations specifically state that no new encumbrances were created beyond those already disclosed previously.

Key Promoter Entities

Setco Engineering Pvt. Ltd., represented by Director Udit Sheth, holds the commanding position among promoters with nearly half of the total promoter shareholding. TransStadia Enterprises Pvt. Ltd., formerly known as TransStadia Capital Pvt. Ltd., also filed its disclosure through Director Udit Sheth, maintaining its 1.23% stake.

Corporate Governance Compliance

The timely submission of these disclosures demonstrates Setco Automotive's commitment to regulatory compliance and corporate governance standards. Company Secretary Hiren Vala coordinated the filing process, ensuring all promoter declarations were properly documented and submitted to both BSE and NSE on the same date.

These annual disclosures serve as an important transparency mechanism, providing investors and regulatory authorities with updated information about promoter shareholding patterns and any changes in encumbrance status during the financial year.

Setco Automotive Limited has called an Extra-ordinary General Meeting (EGM) for April 25, 2026, to approve a comprehensive divestment strategy and corporate restructuring plan that will fundamentally transform the company's business operations and identity.

Major Divestment Transaction

The centerpiece of the proposed transactions involves the complete sale of the company's stake in its material subsidiary, Setco Auto Systems Private Limited (SASPL), to RSB Transmissions (I) Limited. The transaction structure includes multiple components designed to maximize value realization for shareholders.

The initial consideration of approximately INR 185 crores will be subject to customary closing adjustments, including a holdback amount of INR 10 crores. The company will also be entitled to deferred consideration based on SASPL's EBITDA performance for the period from June 1, 2025, to May 31, 2026, calculated as 7x the differential between actual EBITDA and the agreed base threshold.

Strategic Rationale and Structure

The divestment addresses multiple strategic objectives, including the exit requirement for India Resurgence Fund, which had invested in SASPL in 2021 through equity instruments and non-convertible debentures totaling INR 976 crores. The transaction will enable SASPL to repay its debt obligations to the fund while providing the company with substantial liquidity for future operations.

RSB Transmissions (I) Limited, the acquirer, is described as a rapidly expanding global engineering enterprise specializing in propeller shafts, axles, and automotive components for commercial vehicles, passenger cars, and construction equipment. Upon completion, RSB Transmissions will acquire 76% control of SASPL, with the remaining 24% to be transferred through call and put option mechanisms.

Corporate Identity Transformation

The EGM will also consider changing the company name from "Setco Automotive Limited" to "Shilayan Industries Limited." This change reflects the loss of trademark rights to the "Setco" brand, which is owned by SASPL and will transfer to the new owners as part of the transaction.

Revised Business Focus

Corresponding with the name change, shareholders will vote on altering the company's object clause to focus on:

• Manufacturing and trading of ferrous and non-ferrous metals, castings, and cast iron products
• Automotive and engineering industry components
• Electronic clutch (e-clutch) systems and related automotive components
• Steel products including ingots, bars, rods, and specialized steel sections

This strategic pivot aligns with the company's non-compete obligations and positions it to leverage its existing capabilities in metals and casting operations through its wholly-owned subsidiary, Lava Cast Private Limited.

Governance and Voting Structure

The meeting will be held at the company's registered office at Baroda-Godhra Highway, Kalol (Panchmahals), Gujarat, at 2:00 p.m. IST on April 25, 2026. The cut-off date for determining voting rights is April 17, 2026. Remote e-voting will be available from April 22-24, 2026.

In the interest of good corporate governance, the company has decided to apply related party transaction voting principles, requiring approval from minority public shareholders for the major transaction items. This approach ensures transparency despite the significant involvement of promoters Mr. Harishkumar Kiritkant Sheth and Mr. Udit Sheth in the proposed transactions.

Financial Implications

The transaction is expected to generate substantial cash flows for the company, with management indicating intentions to declare dividends to shareholders following the completion of the divestment and the proposed amalgamation of Lava Cast Private Limited into the company. The supply agreement ensures continued business relationships, with LCPL reserving 1,000 MT per month of manufacturing capacity exclusively for SASPL for 18 months.

The comprehensive restructuring represents a strategic transformation from automotive components manufacturing to metals and casting operations, positioning the company for a new phase of growth in industrial materials and specialized automotive technologies.