Surat Trade and Mercantile Ltd

Independent Director re-appointment

• Change: Re-appointment of Deepak N. Shah as Independent Director for a five-year term.
• Effective date: with effect from August 11, 2027, subject to AGM approval.
• Reason: Board approved re-appointment at Aug 12, 2026 meeting; awaiting member resolution.
• Profile: 76-year-old Fellow Member of ICAI; practicing CA with 4+ decades in audits and MIS.
• Relationship: No inter-se director relationships.
• Regulatory status: Not debarred by SEBI or other authorities.
• Disqualification: Not disqualified under Section 164 of the Companies Act 2013.

Financial highlights

• Revenue from operations ₹4,934.52L; total income ₹5,750.14L; YoY up ~32%/~28% respectively.
• Purchases of stock-in-trade ₹6,840.42L; finished goods inventory change −₹2,422.86L.
• Employee benefits ₹60.40L; finance costs ₹3.61L; depreciation ₹18.98L; other expenses ₹195.30L.
• Profit before tax ₹11.24Cr; tax ₹1.57Cr; profit after tax ₹9.67Cr.
• Basic EPS ₹1.44.

Operations & scale

• Standalone results for quarter ended 30 June 2026.
• Single operating segment: trading in commodities and related activities per Ind AS 108.

Audit & regulatory disclosures

• Limited Review by Sharp & Tannan: unmodified conclusion.
• SEBI settlement application filed on Aug 11, 2026; outcome remains uncertain.
• Non-compliance in related party transactions with MD noted; approvals obtained; disclosed as contingent liability.

Financial results

• Standalone unaudited financial results for the quarter ended 30 June 2026 approved.

Independence and governance

• Re-appointed Deepak N. Shah as Independent Director for a second five-year term from 11 August 2027.
• Appointed Jigar Vyas as Scrutinizer for AGM/e-voting.

AGM logistics

• 80th AGM to be held on 22 September 2026 via VC/OAVM.
• AGM cut-off date 21 August 2026; Notice by 27 August 2026.

AGM items

• To receive, consider and adopt Audited Financial Statements for FY2025-26.
• To appoint Mr. Alok P. Shah, retiring by rotation.
• To re-appoint Deepak N. Shah as Independent Director for five years.

Regulatory & compliance

• Non-compliance with LODR Reg 23 on related party transactions involving MD Alok P. Shah.
• Board and shareholders approved necessary approvals and ratification for related party transactions.
• Voluntary Settlement Application filed with SEBI on August 11, 2026; outcome uncertain; contingent liability disclosed.

Auditor remarks

• Statutory auditors issued an unmodified conclusion on standalone Q1 2026 results.

Voluntary SEBI settlement on RPTs

• EGM on Aug 10, 2026 ratified related party transactions with MD Alok P. Shah.
• Filing voluntary settlement application with SEBI on Aug 11, 2026.
• Nature: material related party transactions exceeded SEBI materiality threshold.
• Impact: presently no material impact; settlement amount, if any, to be disclosed when determined.
• SEBI settlement status: details to be communicated; no current material development.
• Details of event enclosed as Annexure-A.
• No change in management or board appointments reported.

EGM resolutions

• Purpose of EGM: Reappointment of WTD, increase in investment limit, and related party approvals.
• Ordinary resolution: Re-appoint Suhail P. Shah as Whole-time Director for 5 years; approved.
• Special resolution: Increase in limit for investments/loans/guarantees/securities under section 186; approved.
• Ordinary resolution: Approve and ratify material related party transactions with MD exceeding limits for FY2025-26; approved.
• Governance: No material changes to promoter holding or control reported.

Resolutions

• Re-appointment of Suhail P. Shah as Whole-Time Director for five years (Ordinary).
• Increase in limit for investments, loans, guarantees and securities under Section 186 (Special).
• Approval and ratification of material related party transactions with MD Alok P. Shah exceeding limits for FY2025-26 (Ordinary).
• Voting results pending; Scrutinizer's report to determine outcome.
• No material changes to shareholding or promoter control disclosed.

WTD Re-appointment

• Ordinary resolution to reappoint Suhail Shah as Wholetime Director for 5 years.
• Term starts 1 September 2026 and will be liable to retirement by rotation.
• Remuneration: salary up to ₹5 Lakh/month; perquisites up to ₹2.5 Lakh/month.
• Cap on total remuneration at 10% of net profits; retirement by rotation.
• Board may vary terms within Schedule V; no further approvals needed.

Section 186 Limit Increase

• Special resolution to increase limit for investments, loans, guarantees, and securities to ₹250 Crore.
• Board authorized to act, settle documents, and execute transactions under this limit.
• Authorized signatories: Alok Shah (MD), Chandresh Punjabi (CFO), Ankita Shroff (Company Secretary).
• Limit may be varied by Board/Committee for operational flexibility.

MRPT Ratification with MD

• Ordinary resolution to approve MRPT with Alok P. Shah for FY2025-26.
• Sale of three arts/artifacts and MD remuneration.
• Value: ₹8,16,05,000; MD remuneration for FY2025-26 ₹4,80,000.
• Materiality: 10% turnover threshold; turnover ₹709.004 Lakhs; transaction ₹816.05 Lakhs; over by ₹107.01 Lakhs.
• Related parties abstain from voting; MRPT reviewed by Audit Committee; Board recommends approval.