Shardul Securities Ltd

Promoter group reclassification

• Application to reclassify requesting members from Promoter to Public category submitted to BSE on 17 August 2026.
• Requesting members named: Gagan Dinanath Chaturvedi; Shruti G. Chaturvedi; Mohini G. Chaturvedi.
• Additional entities: Pradeep Sandeep Corporate Advisors LLP and Kamvan Construction Private Limited.
• Category change status: from Promoter and Promoter Group to Public, under Regulation 31A.
• Filing status: application made to BSE on 17 August 2026; awaiting regulatory outcome.
• Company will inform stock exchange of updates as per Listing Regulations.

Buyback proposal

• Approved buyback of up to 1,92,00,000 equity shares at ₹60 per share.
• Transaction size up to ₹115.2 crore, excluding expenses.
• Buyback size: 24.92% standalone and 14.16% consolidated of paid-up capital and free reserves.
• Tender offer route; record date to be decided; 15% reserved for small shareholders.
• Promoters intend to participate in the buyback.
• Subject to shareholder approval by special resolution at AGM and other statutory approvals.
• Public announcement and offer documents will be released per SEBI Buyback Regulations.

Promoter reclassification

• Approved reclassification of specified promoter group members to Public category.
• Will seek no-objection from BSE for reclassification.
• Reclassification in accordance with Regulation 31A of LODR.

Regulatory disclosures

• Annexures I and B provide pre-buyback holding pattern and LODR disclosures.
• Pre-buyback promoter holding pattern attached; promoters held 74.85% (Annexure I).
• Public announcements and offer details to be issued per SEBI Buyback Regulations.

Promoter group re-classification

• Board to consider promoter-to-public re-classification under Regulation 31A following the 16 July 2026 family settlement.
• Applicants named: Gagan D. Chaturvedi, Shruti G. Chaturvedi, Mohini G. Chaturvedi, Pradeep Sandeep Corporate Advisors LLP, Kamvan Construction.
• Shareholding shows Nil for all Applicants.
• Applicants divested their entire shares under the 16 July 2026 family settlement.
• Board will evaluate re-classification at meeting scheduled for 12 August 2026.
• If approved, company to undertake the re-classification with stock exchanges.
• Undertakings confirm no more than 10% voting rights and no management control post-reclassification.
• FSA aims to promote amity and harmony within the Chaturvedi Family.
• Post-reclassification, applicants are no longer associated with the company.
• Action contingent on regulatory approvals and exchange filings.

Meeting Details

• Board meeting on 12 August 2026; time and venue not disclosed.

Key Agenda Items

• To consider buy-back of equity shares and related incidental matters.

Other Notes

• No additional material governance or financial items disclosed.

Parties and purpose

• Parties: Shardul Securities Limited.
• Promoter-group members: Rajesh D Chaturvedi; Devesh D Chaturvedi; Brijesh D Chaturvedi.
• Promoter-group members: Raghav R Chaturvedi; Babita D Chaturvedi; Varsha R Chaturvedi.
• Promoter-group member: Ramya Rajesh Chaturvedi.
• Sellers and acquirer: Shriyam Commodities Intermediary LLP.
• Sellers: Gagan Dinanath Chaturvedi; Shruti Gagan Chaturvedi; Mohini G Chaturvedi.
• Additional counterparties: Pradeep Sandeep Corporate Advisors LLP; Kamvan Construction Private Limited.
• All parties are promoter/group members.

Key terms

• Memorandum dated 16 July 2026 to reconcile family and goodwill.
• Share Purchase Agreement dated 16 July 2026.
• Aggregate 1,83,20,010 equity shares transferred (20.94%).
• Purchase price: INR 65 per share.
• Sellers reclassified from promoter to public.
• Management and control unaffected; no impact on governance.
• Exemption under Takeover Regulations Reg 10(1)(a)(ii).
• No new equity issuance; no control change.

Related party and impact

• Parties are promoter-promoter group members.
• Transaction is a related party transaction.
• Arm's-length status not explicitly stated.
• No impact on management or control.

Regulatory and termination

• Regulatory disclosures to stock exchanges; Annexures filed.
• Termination/amendment: Not applicable.

Standalone results

• Quarter ended 30-Jun-2026: Standalone total income 17,338.59 Lakhs; PAT 13,154.55 Lakhs; EPS 15.04.
• Net gain on standalone fair value changes: 17,163.48 Lakhs.
• Standalone PBT before tax: 16,317.80 Lakhs; tax 3,163.25 Lakhs.
• Reclassification to Stock-in-Trade from 1-Apr-2026; no impact on financial position.
• Single segment: holding, investing and financing; no separate reportable segment.
• Board approved unaudited results; Audit Committee reviewed; date 10-Jul-2026.
• NBFC Base Layer classification by RBI.

Consolidated results

• Quarter ended 30-Jun-2026: Consolidated total income 18,940.89 Lakhs; PAT 14,266.76 Lakhs; EPS 16.31.
• Consolidated net gain on fair value changes: 18,421.55 Lakhs.
• Consolidated fees & commission income: 297.14 Lakhs.
• Consolidated PBT before tax: 17,719.59 Lakhs; tax expense: 3,452.83 Lakhs.
• Consolidated PAT after tax: 14,266.76 Lakhs.
• Segment results: Investment & Finance PBT 16,205.62 Lakhs; Other activity PBT 1,423.97 Lakhs.
• Total segment assets 1,16,849.03 Lakhs; segment liabilities 36,798.81 Lakhs.
• Subsidiaries: Shriyam Broking Intermediary Limited; Shriyam Realtors Private Limited included.
• Results unaudited; limited review performed.
• Reclassification in consolidation to Stock-in-Trade effective 1-Apr-2026.
• NBFC Base Layer status; RBI oversight.

Notes & disclosures

• NBFC Base Layer classification by RBI.
• Results subject to limited review; not a formal audit.
• Reclassification of equity investments to Stock-in-Trade with effect 1-Apr-2026; measured at FVTPL.
• Operating segments per Ind AS 108: single holding/investing/financing.

Dematerialisation status

• Dematerialisation requests received during the quarter were confirmed to depositories by the RTA.
• Securities dematerialised during the quarter have been listed on the relevant stock exchanges.
• Physical certificates received for dematerialisation were mutilated, cancelled, and the depository substituted as owner within prescribed timelines.