Shivalik Bimetal Controls Limited has convened its 42nd Annual General Meeting (AGM) for September 2, 2026, to address critical governance changes including the appointment of a new statutory auditor and an alteration to its Articles of Association. The meeting follows the resignation of M/s. Arora Gupta & Co. Chartered Accountants due to professional commitments and resource constraints. Shareholders are asked to approve the appointment of M/s. Walker Chandiok & Co LLP as statutory auditors to fill the casual vacancy effective August 7, 2026, and subsequently for a five-year term until the conclusion of the 47th AGM. Additionally, the Board seeks approval to amend the Articles of Association to enable the issuance of various marketable securities, including warrants and convertible instruments, providing greater flexibility for future capital raising initiatives.

Governance and Auditor Transition

The transition in statutory audit oversight is a key agenda item for the upcoming AGM. M/s. Arora Gupta & Co. Chartered Accountants (FR No. 021313C) resigned with effect from August 6, 2026, citing practical difficulties in deploying adequate audit resources commensurate with the company's expanded audit requirements. Their last limited review report was submitted on August 6, 2026, covering the quarter ended June 30, 2026.

To fill this casual vacancy, the Board appointed M/s. Walker Chandiok & Co LLP (FRN: 001076N/N500013) effective August 7, 2026. This firm, established in 1935 and converted to an LLP in 2014, is one of India’s largest audit firms with over 2,215 personnel across 16 cities. The proposed remuneration for Walker Chandiok & Co LLP is ₹60 lakh per annum plus applicable taxes and out-of-pocket expenses. The Board noted no material change in fees compared to the outgoing auditor. Shareholders must approve this appointment via an Ordinary Resolution at the AGM, as required under Section 139(8) of the Companies Act, 2013.

Alteration of Articles of Association

The second major resolution involves amending the Articles of Association (AoA) to broaden the company’s capital raising capabilities. Currently, the AoA primarily addresses equity share issuance. The proposed amendments, subject to shareholder approval via Special Resolution, will explicitly permit the issuance of:

• Equity shares with differential voting or dividend rights.
• Preference share capital.
• Convertible securities (fully or partly convertible).
• Warrants convertible into equity shares.
• Non-convertible securities.

Management clarified that these changes are enabling in nature and do not authorize any immediate issuance of securities. Any future issuance will remain subject to SEBI regulations, the Companies Act, 2013, and further shareholder approvals. This structural update positions Shivalik Bimetal Controls to access diverse funding instruments without requiring repeated AoA amendments.

Director Re-appointment and Cost Auditor Ratification

Mr. Kabir Ghuman (DIN: 01294801), Managing Director, retires by rotation and offers himself for re-appointment. Mr. Ghuman, who joined the Board on August 29, 2024, holds a Bachelor’s degree in Mechanical Engineering and has over 16 years of experience with the company. His remuneration remains unchanged at ₹2 crore annually. He currently holds 2,183,250 shares in the company.

Additionally, shareholders are asked to ratify the remuneration of Mr. Ramawatar Sunar (FRN: 100691), Cost Auditor, for the financial year 2026-27. The approved remuneration is ₹1.75 lakh per annum plus taxes and expenses, as recommended by the Audit Committee.

Financial Context and Dividend Details

These governance updates follow a strong financial performance in FY26, where consolidated revenue grew 12.3% year-on-year to ₹570.9 crore, and profit after tax rose 24.8% to ₹95.8 crore. The Board had previously declared an interim dividend of ₹2 per equity share, paid on February 27, 2026. A final dividend of ₹2 per equity share is proposed for FY26, subject to AGM approval. The total dividend payout for FY26 stands at ₹4 per share, amounting to ₹23.04 crore. The record date for determining entitlement to the final dividend is fixed as August 26, 2026. The Register of Members and Share Transfer Books will remain closed from August 27, 2026, to September 2, 2026.

AGM Logistics and Voting

The 42nd AGM will be held via Video Conferencing/Other Audio-Visual Means (VC/OAVM) on September 2, 2026, at 10:30 a.m. IST. Remote e-voting will commence on August 30, 2026, at 9:00 a.m. IST and conclude on September 1, 2026, at 5:00 p.m. IST. M/s. Amit Saxena & Associates has been appointed as the scrutinizer for the voting process. Institutional investors and members holding more than 2% of shares are exempt from the first-come-first-served attendance restriction.

Shivalik Bimetal Controls Limited has appointed M/s Walker Chandiok & Co LLP as its Statutory Auditor, filling a casual vacancy caused by the resignation of M/s Arora Gupta & Co., Chartered Accountants. The appointment is effective from August 7, 2026, and will remain in force until the conclusion of the ensuing Annual General Meeting (AGM), subject to shareholder approval. This regulatory filing under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, discloses the change in audit oversight for the listed entity and its subsidiaries.

The Board of Directors approved the appointment on August 7, 2026, following a recommendation by the Audit Committee. In addition to filling the immediate vacancy, the Board has proposed to recommend M/s Walker Chandiok & Co LLP for a full term of five consecutive years. This long-term appointment would be effective from the date of the upcoming AGM scheduled for FY2026-27. The move ensures continuity in financial reporting and compliance for Shivalik Bimetal Controls Limited and its group entities.

The appointment also covers two key subsidiaries: Shivalik Engineered Products Private Limited, identified as a material subsidiary, and Shivalik Bimetal Engineers Private Limited. At their respective board meetings held on August 7, 2026, both subsidiaries approved and recommended the appointment of M/s Walker Chandiok & Co LLP as their Statutory Auditors. The disclosures align with SEBI Master Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, which mandates detailed reporting of auditor changes.

Auditor Profile and Qualifications

M/s Walker Chandiok & Co LLP is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India (ICAI) and the Public Company Accounting Oversight Board (PCAOB). The firm, established in 1935, holds Firm Registration No. 001076N/N500013 and maintains its registered office in New Delhi, with nineteen other offices across major Indian cities. It employs ninety-eight partners and holds a valid peer review certificate. The firm is empaneled with the Comptroller and Auditor General of India (CAG) and provides audit and assurance services to several large companies, including some of the top one hundred listed entities in India.

The filing confirms that there are no relationships between the directors and the newly appointed auditor that would affect independence. The Company Secretary, Aarti Sahni, signed the disclosure on August 7, 2026, requesting stock exchanges to record the information.