Shivam Autotech reports SEBI compliance gaps in FY26

Shivam Autotech Limited reported several compliance deviations under SEBI regulations for the financial year ended March 31, 2026, including fines for delayed disclosures and procedural lapses related to debt issuances. A secretarial compliance report by Yogesh K & Associates highlighted specific instances of non-compliance involving related party transactions and the utilization of debenture proceeds. The company has addressed certain issues, such as obtaining requisite stock exchange approvals, while other observations regarding fund deployment remain.

The report detailed that the company issued Optionally Convertible Debentures (OCDs) worth ₹75 crore in Tranche-1 and ₹45 crore in Tranche-2 during the review period. As per a monitoring agency report dated May 15, 2026, a total amount of ₹105.15 crore was utilized in Q4FY26 towards the repayment of Non-Convertible Debentures (NCDs) and reimbursement to the allottee, AASCO. The agency noted that while ₹115 crore was earmarked for repayment, the company had already made partial repayments from its own funds before the OCD issue. Subsequently, ₹37.15 crore was used for reimbursement, an action not disclosed as an object in the offer document and lacking specific Board approval. The statutory auditor provided a certificate confirming the transaction on May 13, 2026.

Further observations indicated underutilisation of funds. An amount of ₹0.01 crore from the issue proceeds was utilized for bank charges, whereas the implementation schedule required the deployment of ₹5 crore towards long-term working capital within fifteen days of receipt of funds. By March 31, 2026, the company had not fully utilized this amount, resulting in an underutilisation of ₹4.99 crore. This deployment also lacked specific Board approval.

The company faced regulatory actions for previous non-compliances. The National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) imposed fines of ₹5,000 each for a one-day delay in intimating related party transactions for the half-year ended March 31, 2024. Additionally, fines of ₹59,000 were imposed by both exchanges for failing to obtain in-principle approval for OCDs issued via private placement. The company rectified this by ratifying the issuance through a postal ballot and subsequently securing the necessary approvals from NSE and BSE.

NSE also issued an advisory letter regarding the non-compliance of the proviso to Regulation 167(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The exchange observed that 250 unlisted secured OCDs were not kept under lock-in as required. The company acknowledged the matter and stated it had implemented measures to prevent recurrence.

Compliance Status

The report confirmed that Shivam Autotech complied with most regulatory requirements, including Secretarial Standards, policy updates, and website disclosures. It confirmed no disqualification of directors and that the company does not have any subsidiaries. Performance evaluations of the Board and committees were conducted, and the company maintained compliance with insider trading regulations.

Regulation / Circular	Nature of Deviation	Action Taken	Fine Amount
Regulation 23 (9) of SEBI (LODR), 2015	Late intimation of RPTs to Stock Exchange	Fine paid	BSE: ₹5,000 NSE: ₹5,000
Regulation 28 (1) of SEBI (LODR), 2015	In-principle approval not obtained for OCDs	Fine paid; approvals obtained later	NSE: ₹59,000 BSE: ₹59,000
Regulation 167(2) of SEBI (ICDR), 2018	OCDs not kept under lock-in	Advisory issued	Advisory

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.57%	-4.84%	-9.75%	-36.02%	-48.47%	-29.33%

Shivam Autotech Limited reported a net loss of ₹8,205.27 lakh for the financial year ended March 31, 2026, widening from ₹4,804.19 lakh in the previous year. The company's board approved the audited financial results for the quarter and year ended March 31, 2026, during a meeting held on May 28, 2026. The statutory auditors, M/s. NSBP & Co., issued an audit report with an unmodified opinion on the results.

Financial Performance

The company recorded a total income of ₹41,202.52 lakh for FY26, a decrease from ₹45,648.70 lakh in FY25. Total expenses for the year stood at ₹48,166.69 lakh compared to ₹50,215.88 lakh in the previous year. For the quarter ended March 31, 2026, the company reported a net loss of ₹2,671.86 lakh on a total income of ₹11,081.75 lakh.

Metric	FY26 (₹ in Lakhs)	FY25 (₹ in Lakhs)
Total Income	41,202.52	45,648.70
Total Expenses	48,166.69	50,215.88
Net Loss	(8,205.27)	(4,804.19)
EBITDA	3,179.99	-

Auditor's Emphasis and Going Concern

The auditors included an emphasis of matter paragraph regarding the company's financial position. As of March 31, 2026, current liabilities exceeded current assets by ₹5,060.08 lakh, and the company had a negative net worth of ₹4,068.21 lakh. However, the company generated an EBITDA of ₹3,179.99 lakh during the year and met all debt obligations as they fell due. Management has prepared the financial results on a going concern basis, expecting improvement through strategic refinancing and better operational performance.

Board Decisions

The board approved the re-appointment of M/s. JHS & Associates LLP, Chartered Accountants, as the Internal Auditors for the financial year 2026-27. The meeting commenced at 03:45 PM and concluded at 06:25 PM on May 28, 2026.