Trejhara Solutions Ltd

Trejhara Solutions Limited: Trading Window Closed from October 01, 2026 till completion of 48 hours after the declaration of Un-Audited Financial Results for the quarter ended September 30, 2026

AGM Details

• AGM held on 21 September 2026 at 11:00 AM IST via VC/OAVM.
• Meeting concluded at 11:25 AM IST.
• Voting rights cut-off date: 14 September 2026.
• Total shareholders on record date: 10,031.
• Four resolutions were put to vote; all passed.

Key Resolutions

• Resolution 1: Adoption of audited financial statements; ordinary; 99.9826% in favour.
• Resolution 2: Appointment by rotation of Snehal Pandit; ordinary; 99.9826% in favour.
• Resolution 3: Re-appointment of Independent Director Tushar Ranpara for second term; special; 99.9826% in favour.
• Resolution 4: Approval of material related party transactions; ordinary; 99.9700% in favour.

Director Changes

• Snehal Pandit retires by rotation; re-appointment approved.
• Tushar Ranpara appointed as Independent Director for a four-year term.

AGM Details

• AGM held Sept 21, 2026 at 11:00 IST via VC/OAVM.
• Meeting concluded at 11:25 IST; remote e-voting Sept 17–20, 2026.
• Chaired by Amit Sheth, Chairman and Whole-Time Director.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements and auditors’ report.
• Ordinary: Re-appointment of Snehal Pandit on rotation.
• Special: Re-appointment of Tushar Ranpara as Independent Director for second four-year term.
• Ordinary: Approval of material related party transactions.

Voting Results

• Resolution 1: Adoption of financial statements — results pending.
• Resolution 2: Re-appointment of Snehal Pandit — results pending.
• Resolution 3: Re-appointment of Tushar Ranpara — results pending.
• Resolution 4: Related party transactions — results pending.

Director Changes

• Snehal Pandit retires by rotation and seeks re-appointment.
• Tushar Ranpara re-appointed as Independent Director for second four-year term.

AGM Details

• Date, time, mode: 21 Sep 2026, 11:00–11:25 IST, via VC/OAVM.
• Remote e-voting ran 17–20 Sep 2026; no shareholder queries received.
• Quorum confirmed; meeting chaired by Amit Sheth.

Resolutions

• Resolution 1 (Ordinary): Adopt audited standalone and consolidated financial statements for year ended Mar 31, 2026.
• Resolution 2 (Ordinary): Re-appointment of Snehal Pandit as Director by rotation.
• Resolution 3 (Special): Re-appointment of Tushar Ranpara as Independent Director for second four-year term.
• Resolution 4 (Ordinary): Approval of material related party transactions.

Voting Status

• Voting results to be declared after Scrutinizer's report.
• No shareholder queries were raised.
• AGM e-voting concluded; results pending.

AGM notice and access

• 9th AGM scheduled Sept 21, 2026 at 11:00 IST via VC/OAVM.
• E-voting entitlement cut-off date: Sept 14, 2026.
• E-voting window: Sept 17, 2026 9:00 IST to Sept 20, 2026 5:00 PM IST.
• FY2025-26 Annual Report and AGM Notice accessible via trejhara.com Investor portal.
• Notices sent to shareholders with unregistered emails.

AGM Details

• AGM scheduled for 21 Sep 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting from 17 Sep to 20 Sep 2026; cut-off 14 Sep 2026.

Resolutions Put to Vote

• Adopt standalone financial statements for FY2025-26.
• Adopt consolidated financial statements for FY2025-26.
• Re-appoint Snehal Pandit as director, retiring by rotation.
• Re-appoint Tushar Ranpara as Independent Director for a second term.
• Approve material related party transactions with Aurionpro up to ₹75 crore for FY2026-29.

Voting Results

• Prior postal ballots: Ranpara re-appointment 99.01% in favour; 0.99% against.
• Prior postal ballots: RPT with Aurionpro 97.89% in favour; 2.11% against.
• AGM voting results for current resolutions not disclosed in this chunk.

Dividend

• No dividend proposed or declared for FY2025-26.

Director Changes

• Re-appointment of Snehal Pandit as director (ordinary resolution).
• Re-appointment of Tushar Ranpara as Independent Director for a four-year term (special).

Auditor Appointments

• Statutory auditors M/s Chokshi & Chokshi LLP appointed for four consecutive years.

Material Related Party Transactions

• Proposed RPTs with Aurionpro up to ₹75 crore for FY2026-27 to FY2028-29; ordinary resolution.

Other Material Approvals

• Board approved Trejhara Solutions Limited Employee Stock Purchase Scheme, 2026; subject to shareholder and stock exchange approvals.

Financial performance

• Consolidated revenue from operations rose to 14,224.86 lakhs.
• Consolidated EBITDA stood at 781.51 lakhs, up 8.19%.
• Consolidated PBT was 1,063.32 lakhs; PAT reached 867.07 lakhs.
• Standalone revenue from operations was 11,654.47 lakhs; Standalone PAT 1,502.09 lakhs.
• Standalone EPS (Basic/Diluted) came in at ₹6.37.
• Operating margin (Consolidated) was 12.7%; Net margin 6.1% (Consolidated).
• Debt/equity ratio at 0.07x; Current ratio 2.08x.
• Net debt stood at 1,156.89 lakhs with gearing 3.89%.
• Cash and cash equivalents were 1,033.08 lakhs.
• Dividend for FY2025-26 was not recommended/not declared.

Acquisitions and strategic expansion

• LP Logistics Plus Chemical SCM Scheme amalgamation completed; effective Oct 16, 2025.
• Acquired LP Logistics Plus LLC, Dubai; USD 12.50m total consideration; USD 9.50m paid.
• Whats more, G S Marketing Associates Private Limited was acquired; 60% stake; Jan 21, 2026.
• Entered Trade Fairs & Exhibitions; strategic cross-border expansion and synergies with logistics.
• Introduced Trejhara Solutions ESPS 2026 for employee equity participation; approvals in 2026.

Capital structure and equity

• Authorised share capital increased to ₹3,500.00 lakhs; final level after board/SH resolution.
• Paid-up share capital rose to ₹2,411.67 lakhs (2,41,16,754 shares) post merger/preferential issue.
• 89,89,344 new shares issued under the merger; preferential issue of 6,11,112 shares at ₹216 each.
• Trading approvals for new equity shares received in 2026; issuance completed for merger shares.
• Promoter/promoter group stakes remain substantial; 99.8% shares dematerialised as of 31 Mar 2026.

Subsidiaries and corporate structure

• Group comprises 2 Indian and 3 foreign subsidiaries; includes LP Dubai, G S Marketing, Trejhara Pte Ltd.
• Trejhara Pte Ltd (Singapore) and LP Logistics Plus LLC expanded cross-border footprint.
• GS Marketing Associates Private Limited incorporated Jan 2026; 60% owned by Trejhara.
• Trejhara Logistics Services LLC (Saudi) is a step-down subsidiary.

Related party transactions and governance

• Material RPTs with Aurionpro; multi-year approvals up to ₹75 crore (FY2026-27 to FY2028-29).
• RPTs to be at arm's length; Audit Committee oversight; SH approvals obtained where required.
• Aurionpro-related services include warehousing and transition arrangements; multi-entity dealings disclosed.

CSR and governance

• CSR expenditure totaled ₹17.00 lakhs; cataract surgeries in Bihar and SRCC rehabilitation support.
• CSR committee active; policies disclosed on the company site; utilization details in Annexure.
• Independent directors have submitted independence declarations; governance framework aligned with SEBI LODR.

Risk factors and forward-looking statements

• Geopolitical tensions, notably Strait of Hormuz, pose supply-chain and insurance cost risks.
• Fluctuating fuel and logistics costs pressure margins; diversification mitigates concentration risk.
• Foreign exchange and credit risks managed via hedging and credit controls; substantial cross-border exposure.

Audit, controls and compliance

• Auditors: Chokshi & Chokshi LLP and Harshvardhan Tarkas engaged; clean audit opinions on consolidation.
• Going concern risk flagged for Auroscient Outsourcing Limited; Group management expects support and recovery.
• Internal controls deemed adequate; Vigil mechanism and secretarial compliance in place.

Outlook and strategy

• Management aims for sustained growth via consolidation, organic expansion, and acquisitions.
• Expanding in Middle East and exhibitions complements core logistics technology strengths.
• Focus on SCMProFit expansion and integrated logistics platform to improve visibility and efficiency.

Resolutions and outcomes

• Resolution 1 (Special): Approve ESPS 2026 and implementation through ESPS Trust.
• Outcome 1: Passed; 99.9955% in favour, 0.0045% against.
• Resolution 2 (Special): Extend ESPS 2026 purchase option to employees of existing/future subsidiaries.
• Outcome 2: Passed; 99.9912% in favour, 0.0088% against.
• Resolution 3 (Special): Provide funds to ESPS Trust to purchase Trejhara shares.
• Outcome 3: Passed; 99.9912% in favour, 0.0088% against.
• Material impact: ESPS approvals may affect share capital and compensation structure.

Issue Overview

• Type: Preferential issue; securities: equity shares and convertible warrants.
• Total issue size revised to Rs 162.17 crore due to undersubscription.
• Main objectives: strategic acquisitions, capex, working capital, and general corporate purposes.

Utilisation of Proceeds

• Utilisation is as per disclosures; no material deviations reported.
• Object 1: 50.44 utilised; 44.56 unutilised; 111.73 yet to be received from warrant holders.
• Capex object: revised cost 3.00; no utilisation in quarter.
• Working Capital: revised 26.17; no utilisation in quarter.
• GCP and Issue Expenses: revised 38.00; no utilisation in quarter.
• Unutilised funds status: not invested; remaining proceeds awaiting warrant conversion or receipt.

Governance and Compliance

• All stated utilisation as per offer documents; MA notes no material deviations.
• Warrant conversion risk noted: conversion price higher than market price may limit utilisation.
• No substantive changes to approvals; comments from board largely absent.
• No major adverse events identified; potential funding delays tied to warrant receipts.

General Corporate Purpose

• GCP not applicable per MA; no allocation or utilisation reported.