Systematic Industries Limited shareholders unanimously approved a ₹33.94 crore preferential issue at the Extra Ordinary General Meeting held on October 1, 2026, with 100% of votes polled cast in favour and zero votes against.

The sole agenda item, Resolution No. 1, sought approval to create, offer, issue, and allot up to 14,88,600 equity shares of face value ₹10 each at an issue price of ₹228 per share, including a premium of ₹218 per share. The resolution was classified as a Special Resolution under the Companies Act, 2013, SEBI (ICDR) Regulations, 2018, and SEBI (LODR) Regulations, 2015. The meeting was chaired by Siddharth Rajendra Agarwal, Managing Director and Chairman.

Voting results

As per the Scrutinizer's report dated October 2, 2026, submitted by CS Murtuza Mandorwala of M/s. Murtuza Mandorwala & Associates, the consolidated voting results across all shareholder categories showed 16,569,242 votes polled out of 22,331,242 shares held, representing 74.19% of outstanding shares. Every vote polled was cast in favour of the resolution.

Remote e-voting was open from September 28, 2026, to September 30, 2026, with venue voting available at the meeting between 12:00 pm and 2:00 pm. The cut-off date for shareholder eligibility was September 25, 2026. National Securities Depositories Limited served as the e-voting agency. The votes were unblocked on October 1, 2026, around 2:57 pm in the presence of two witnesses.

Pricing basis and valuation details

The minimum price determined under Regulation 164(1) of the SEBI ICDR Regulations for frequently traded shares was ₹227.39, being the higher of the 90-trading-day volume-weighted average price of ₹208.96 and the 10-trading-day volume-weighted average price of ₹227.39 preceding the relevant date. An independent valuation by CA Sejal Agrawal of M/s. Procurve Valux Private Limited determined the fair value at ₹227.39 per share. The board fixed the final issue price at ₹228 per share. Since the allotment does not exceed 5% of the post-issue fully diluted equity share capital to any single allottee or group acting in concert, Regulation 166A(1) of the SEBI ICDR Regulations does not apply; however, a valuation report was required under Regulation 163(3) due to the non-cash consideration component.

Structure of the preferential issue

The preferential issue combines cash subscriptions with a share swap mechanism. Of the 14,88,600 total shares to be allotted, 5,46,000 are for cash subscription and 9,42,600 are for consideration other than cash.

Acquisition of Wire Brigade Industries

A significant portion of the issuance is tied to the acquisition of Wire Brigade Industries Private Limited (WBPIL). Systematic Industries plans to acquire 100% equity shareholding of WBPIL, making it a wholly owned subsidiary. Veritas Industries Private Limited, part of the promoter group, will transfer 9,996 equity shares of WBPIL in exchange for 9,42,600 new equity shares of Systematic Industries. A nominal amount of ₹86,000 will be paid in cash to acquire the remaining 4 equity shares of WBPIL. The balance cash proceeds of ₹12.44 crore will be utilised for working capital requirements.

What the numbers show

The unanimous approval, with 100% of polled votes in favour across all shareholder categories including public institutions and non-institutions, reflects broad-based shareholder support. Promoter group entity Veritas Industries Private Limited accounts for 63.32% of the total issue proceeds value via the share swap mechanism, indicating that the primary driver of the capital raise is the consolidation of assets within the promoter group's ecosystem rather than fresh external funding. While ₹12.44 crore is raised for working capital, the majority of the transaction value is internalised through the exchange of shares for the subsidiary's equity, converting private holding structures into listed entity ownership without significant cash outflow from the public market.

Systematic Industries Limited reported a 16.4% YoY increase in net profit to ₹210 Mn for FY26, supported by robust demand in power transmission and telecom sectors. Total revenue expanded 23.9% YoY to ₹5,563 Mn, reflecting the company's strategic pivot toward high-value infrastructure products.

The company disclosed these figures in its investor presentation at the Arihant Capital Bharat Connect Conference on September 25, 2026. While revenue growth was strong, EBITDA margins contracted by 94 bps to 7.3%, primarily due to rising input costs and operational expenses. The company achieved net-debt-free status as on March 31, 2026, strengthening its balance sheet for future capital expenditure.

Financial Performance Overview

The company's top-line growth was outpaced by cost increases, leading to margin compression despite higher volumes. Employee benefit expenses rose 20.7% YoY, and other expenses increased 11.8% YoY, contributing to the decline in operating profitability.

Strategic Expansion and Order Wins

Systematic Industries has diversified its portfolio beyond legacy steel wires into Optical Ground Wire (OPGW) and Optical Fibre Cable (OFC). The company secured its first EPC contract from Power Grid Corporation of India Limited (PGCIL) for the 400 KV Agra–Kumher section, valued at approximately ₹824 Mn. This milestone qualifies the company for participation in upcoming OPGW tenders estimated at ₹10,000 Mn in FY27.

Additionally, the company received an order worth over ₹100 Mn from Indian Railways for armoured optical fibre cables. These wins underscore the company's technical capabilities and approved supplier status with key government entities like PGCIL, RDSO, and DRDO.

Capacity Augmentation and Market Position

The company has scaled its installed steel-wire capacity to 1,72,000 MTPA through acquisitions and organic growth. A new capacity of 72,000 MTPA is scheduled to become operational from November 2026. Systematic Industries is currently India's third-largest steel wires and cables manufacturer and the only integrated OPGW player in the country.

What the Numbers Show

A divergence exists between revenue growth and return metrics. While revenue grew 23.9% YoY, Return on Capital Employed (ROCE) declined from 30.0% in FY25 to 16.4% in FY26. This drop correlates with the significant increase in equity base due to the listing and capital infusion, which rose from ₹811 Mn in FY25 to ₹2,014 Mn in FY26. The dilution of returns suggests that while the asset base is expanding rapidly, the immediate profit generation has not yet caught up with the enlarged capital structure.