Mercantile Ventures Ltd

Mercantile Ventures Ltd – Closure of Trading Window

AGM Details

• Date and time: 24 September 2026, 11:00 AM to 11:18 AM.
• Mode: VC/OAVM with deemed venue at registered office.
• Record date: 17 September 2026.

Resolutions considered

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements for 2026.
• Resolution 2 (Ordinary): Appoint director by rotation for re-appointment eligibility.
• Resolution 3 (Ordinary): Approve material related party transactions with SPIC.
• Resolution 4 (Special): Re-appoint Whole-time Director for three years.

Voting Results

• Resolution 1: Passed with overwhelming support; minor opposing votes.
• Resolution 2: Passed; negligible opposition.
• Resolution 3: Passed; related party votes treated as invalid and excluded.
• Resolution 4: Passed; near-unanimous in-favour; some against.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Director changes: Rotation-based re-appointment; Whole-time Director re-appointed for three-year term.

Auditors

• Auditors: No changes disclosed.

Material Related Party Transactions

• Related party: SPIC; nature: RPT; value not disclosed.

Other Material Approvals

• Adoption of financial statements and reports approved.

AGM Details

• 25th AGM held on 24 September 2026 at 11:00 IST via VC/OAVM.

Key Resolutions

• Adoption of standalone and consolidated financial statements and reports (ordinary resolution).
• Re-appointment of director retiring by rotation (ordinary resolution).

AGM details and resolutions

• AGM: 24 September 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting: 21–23 September 2026; cut-off 17 September 2026.
• Book closure: 18 September 2026 to 24 September 2026.
• Ordinary Business: 1a standalone financials; 1b consolidated financials; 2 re-appoint K Gopalakrishnan.
• Special: 3 SPIC RPT approval; 4 re-appoint E N Rangaswami as WTD.
• Material RPT details: SPIC lease, maintenance, manpower, security; up to Rs 20 crore; arm's length.
• Counterparty relations: SPIC related party; Mercantile holds 0.46% in SPIC; SPIC holds 13.43% in Mercantile.
• Previous SPIC RPT: Rs 1,667.84 Lakhs in FY 2025-26.

Financial highlights

• Standalone revenue from operations: 4,293.24 Lakhs; up from 3,656.07.
• Standalone PAT: 126.62 Lakhs; down from 689.16.
• Standalone total comprehensive income: loss 5,393.56 Lakhs.
• Consolidated revenue from operations: 9,333.69 Lakhs; up from 7,218.53.
• Consolidated PAT: 204.17 Lakhs; down from 1,626.54.
• Consolidated total comprehensive income: loss 5,839.78 Lakhs.
• EPS (Basic/Diluted): 0.12 Rs.

Segments and operations

• Rent & Maintenance revenue: Standalone 779.17; segment profit 389.04.
• Manpower Services revenue: Standalone 3,514.07; segment profit 198.97.
• Investment activity revenue: Standalone 250.01; segment profit 250.01.
• Consolidated segment mix shows Rent, Manpower, and Investment contributions.
• Standalone segment assets: Rent 7,455.46; Manpower 1,014.93; Investment 17,319.52.

Amalgamation and capital structure

• Scheme of amalgamation with India Radiators Limited approved; NCLT order dated 2 July 2026.
• Effective date of amalgamation: 23 January 2025; record date 24 July 2026.
• Transferor shareholders allotted 1,53,161 equity shares; paid-up capital now 11,20,71,356.
• Promoter group Trinity Autopoints Limited holds 31.58%; SPIC holds 0.46%.
• Dividend declared: none for the year.

Governance and risk

• Board comprised six directors; Niranjhan resigned as Independent director (31 July 2025).
• E N Rangaswami reappointed as Whole-time Director; N Umasankar appointed as WTD (Finance) & CFO (2025).
• Audit Committee met seven times; key oversight on related parties and internal controls.
• Secretarial audit by KRA & Associates; emphasis on Walery investment qualification noted.
• Vigil mechanism and whistleblower policy in place; CSR policy disclosed.

Related party transactions

• Material Related Party Transaction with SPIC up to Rs 20 Crores; 21.43% of annual turnover.
• FY2025-26 SPIC lease rentals, maintenance, manpower, security: Rs 1,667.84 Lakhs.
• SPIC and Mercantile group entries include i3 Security Private Limited; Walery; and other entities.
• RPT approvals required from Audit Committee and shareholders; period up to 2027 AGM.

Audits and internal controls

• Statutory auditors: M/s Venkatesh & Co; Secretarial: M/s KRA & Associates.
• Walery investment carries qualified opinion due to absence of valuation reports.
• Internal financial controls exist and were evaluated; unmodified opinion on controls.
• CARO observations noted; some disclosures on related party balances included.

Regulatory outlook and management view

• Management discusses positive outlook for manpower and real estate sectors.
• Regulatory environment shaping structure through amalgamations and related party norms.
• Risk management framework described; SEBI LODR requirements addressed where applicable.

CSR and sustainability

• CSR expenditure incurred: Rs 10.81 Lakhs in FY2025-26.
• CSR policy published on the company website; unspent CSR balances managed per policy.

Significant regulatory events

• NCLT sanctions major amalgamations with India Radiators and Walery; effective 23 July 2026.
• Record date for equity shares: 24 July 2026.
• Scheme of amalgamation for Walery with i3 Security approved; compliance continued.

Scheme details

• Inter-company amalgamation between two issuer subsidiaries.
• Appointed Date: 01 January 2024.
• Effective Date: 22 August 2026.
• Regulatory approvals: NCLT sanction; INC-28 filed with ROC.
• Shareholding pattern unchanged for the listed company.

Financial & governance impact

• No share exchange or capital changes disclosed.
• Transferor to dissolve without winding up; board and committees dissolve.

Status

• Scheme became effective on 22 August 2026.

AGM schedule and voting

• 25th AGM scheduled for 24 September 2026 at 11:00 IST via video conference or OAVM.
• Remote e-voting opens 21 September 2026 at 09:00 IST and closes 23 September 2026 at 17:00 IST.
• Cut-off date for voting eligibility is 17 September 2026.
• Register of Members and transfer books will close 18–24 September 2026 (inclusive).