Shayona Engineering Limited’s Board of Directors approved an increase in borrowing authority from ₹20 crore to ₹50 crore during its meeting on August 27, 2026. The company also appointed M/s. O. P. Rathi & Co. as its new statutory auditors following the resignation of the previous firm.

The board recommended these changes for shareholder approval at the upcoming Annual General Meeting (AGM). Key decisions included enhancing borrowing limits under Section 180(1)(c) and creating mortgage or charge security for borrowings up to ₹50 crore under Section 180(1)(a). Additionally, the board approved loans, guarantees, securities, and investments up to an aggregate ceiling of ₹50 crore under Section 186.

Auditor Appointment and Governance

The board noted the resignation of M/s. SGPS & Associates, Chartered Accountants, effective August 24, 2026. Based on the Audit Committee’s recommendation, M/s. O. P. Rathi & Co., Chartered Accountants, was appointed as Statutory Auditor with effect from August 27, 2026, to fill the casual vacancy. This appointment is subject to members' approval under Section 139(8) and holds office until the conclusion of the 10th AGM. The board also recommended their regular appointment for five consecutive years, covering FY27 to FY31.

Regarding director appointments, the Nomination and Remuneration Committee recommended the re-appointment of Mr. Gaurav Ratukumar Parekh, who is retiring by rotation and eligible for re-election. This requires approval from members at the 10th AGM.

AGM Details and Financial Reports

The board approved the Management Discussion and Analysis Report, Board’s Report, and the Annual Report for the financial year ended March 31, 2026. The 10th AGM is scheduled for Friday, September 25, 2026, at 10:00 am.

Remote e-voting will commence on Monday, September 21, 2026, at 9:00 am and conclude on Thursday, September 24, 2026, at 5:00 pm. NSDL has been engaged as the e-voting agency, while M/s. M. Buha & Co., Practising Company Secretaries, was appointed as Scrutinizer for a remuneration of ₹15,000 plus applicable taxes.

Shayona Engineering has appointed M/s. O. P. Rathi & Co., Chartered Accountants, as its new statutory auditors effective August 27, 2026. The Board of Directors made the appointment to fill the casual vacancy created by the resignation of the previous auditors, M/s. SGPS & Associates.

The decision was taken at a Board meeting held on August 27, 2026, based on the recommendation of the Audit Committee. This follows the earlier disclosure that the Audit Committee had accepted the resignation of SGPS & Associates, effective August 24, 2026, citing commercial disagreements over professional remuneration and resource allocation following the company’s listing on the BSE SME Platform.

Appointment Details and Tenure

M/s. O. P. Rathi & Co., bearing Firm Registration No. 108718W, will hold office up to the conclusion of the 10th Annual General Meeting (AGM) of the company, subject to approval by members in accordance with Section 139(8) of the Companies Act, 2013.

The Board has also recommended the appointment of M/s. O. P. Rathi & Co. for a term of five consecutive years from the conclusion of the 10th AGM until the conclusion of the 15th AGM. This long-term tenure would cover the financial years 2026-27 to 2030-31, pending member approval.

Remuneration and Firm Profile

The proposed remuneration for the statutory audit engagement is ₹4,00,000 plus applicable taxes and reimbursement of out-of-pocket expenses. These terms are subject to board approval and applicable regulatory approvals for the respective tenure.

M/s. O. P. Rathi & Co. is a Vadodara-based firm established in 1978. It provides audit and assurance, taxation, and advisory services, with experience in statutory audits and listed-entity financial reporting engagements.

Background on Previous Auditor Resignation

The outgoing auditors, M/s. SGPS & Associates, were originally appointed on September 30, 2022, with a term scheduled to expire at the conclusion of the AGM in 2027. Their resignation was formally communicated on August 24, 2026, citing an inability to reach a mutually acceptable fee revision commensurate with the enhanced scope of the audit engagement.

SGPS & Associates noted that regulatory requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, significantly increased their workload, including additional limited review assignments. The Audit Committee confirmed that the departure was driven solely by commercial considerations regarding professional remuneration and professional resource-allocation constraints.

Crucially, the Audit Committee noted SGPS & Associates’ confirmation that there are no issues relating to non-availability of information, lack of cooperation from management, or suspected fraud. The firm emphasized that no other material concerns requiring reporting under the applicable regulatory framework exist.