Vivid Mercantile Ltd

Dematerialisation/rematerialisation status

• No dematerialisation/rematerialisation requests were received during the quarter ended 30 September 2026.

Secretarial Auditor Appointment

• Change type: Appointment of Secretarial Auditor.
• Name: M/s Madhav Upadhyay and Associates (Secretarial Auditor).
• Date of appointment: Sept 2, 2026.
• Term: five financial years from 01.04.2026 to 31.03.2031.
• Reason: Board-approved appointment.
• Brief profile: post-qualification experience in secretarial and legal matters.
• Relationships: Not Applicable.

AGM Details

• AGM held on 26 September 2026 at 4:00 PM via Video Conferencing.

Resolutions & Outcomes

• All items in the AGM notice were transacted and approved by shareholders.

Voting Results

• Voting combined remote e-voting and AGM voting with requisite majority.

AGM Details

• AGM held Sep 26, 2026 via VC/OAVM from 16:00 to 16:27 IST.
• Remote e-voting conducted Sep 23–25, 2026; e-voting available during AGM.
• Cut-off date for voting eligibility: Sep 21, 2026; total shareholders on cut-off: 6,048.
• Attendance: 37 members attended via VC.
• Scrutinizer appointed: Madhav Upadhyay and Associates.
• Voting results to be submitted to the Stock Exchange within 2 working days.
• No speakers or queries registered; meeting concluded at 16:27 IST.

Key Resolutions

• Adoption of Audited Financial Statements — Ordinary.
• Re-appointment of Dhaval Satishkumar Gajjar, retiring by rotation — Ordinary.
• Appointment of M/s. P H Shah and Co. as Statutory Auditors — Ordinary.
• Appointment of M/s. Madhav Upadhyay and Associates as Secretarial Auditors — Ordinary.

Voting Results

• Results to be declared after counting remote and AGM votes.
• Stock Exchange filing within 2 working days.

Monitoring Agency appointment

• Board approved appointing Brickwork Ratings India Pvt Ltd as Monitoring Agency for rights issue proceeds.
• Monitoring Agency to monitor utilization of proceeds per objects disclosed in the Draft Letter Offer.
• Appointment approved in Board meeting held on 19 September 2026 under Regulation 30 of SEBI LODR.

Key Decisions

• Appointed M/s. Brickwork Ratings India Pvt. Ltd as Monitoring Agency for rights issue proceeds.

Financial highlights

• Revenue from operations: ₹4,691.06 lakhs in FY2025-26, up from ₹1,370.99.
• Profit after tax: ₹1,078.80 lakhs in FY2025-26, up from ₹137.70.
• EPS: ₹1.08 (basic & diluted) in FY2025-26.
• Total equity: ₹5,620.35 lakhs as at 31-Mar-2026.
• Total assets: ₹7,113.49 lakhs as at 31-Mar-2026.
• Dividend: no dividend declared for FY2025-26.
• Rights issue approved to raise funds for working capital.
• Authorised share capital increased to ₹15.25 crore via postal ballot.
• Borrowings reduced; non-current ₹7.00 lakhs; no current borrowings.

Capital actions & funding

• Rights issue details: up to 5,01,28,200 shares at ₹5, ratio 1:2.
• Paid-up capital unchanged at ₹1,002.56 lakhs.
• No ESOS/ESOP.
• Debt reduction leading to near debt-free status.

Governance & management

• Board of six directors; three independent.
• MD & CFO: Satishkumar Ramanlal Gajjar; Company Secretary: Priti Jain.
• Statutory auditor: M/s P H Shah & Co for 2026-31; replacement after resignation.
• Secretarial Auditor: Madhav Upadhyay & Associates appointed.

Industry & outlook

• India's gems and jewellery market valued ₹7,31,255 crore Jan 2026; projected ₹11,18,390 crore by 2030.
• Organised market growth; BIS hallmarking and quality focus boost consumer trust.
• MD&A highlights rights issue, digital channels, and efficiency improvements.

Risks & regulatory

• SEBI order dated 29 May 2026 barred market access for five years; SAT appeal pending.
• Gold price volatility remains a core risk.
• Regulatory/compliance risks include taxation, hallmarking, AML and reporting.

CSR status

• CSR not applicable for FY2025-26.

Internal controls & audit

• Internal controls over financial reporting are adequate and effective.
• Statutory auditors Shah Karia & Associates issued an unqualified opinion.
• Secretarial audit report shows no qualifications; new auditor appointed.

Financial snapshot

• Revenue from operations: ₹4,691.06 L (FY2025-26).
• Profit after tax: ₹1,078.80 L (FY2025-26).
• EPS: ₹1.08 (Basic & Diluted).
• Total equity: ₹5,620.35 L as at 31-Mar-2026.
• PBT: ₹1,301.38 L; PBT margin 26.76%, PAT margin 23.00%.

Revenue drivers & margins

• Growth driven by core trading in gold, silver and jewellery.
• Total income rose to ₹4,863.96 L, led by operating revenue.
• PBT and PAT expanded significantly due to cost discipline.

Balance sheet & capital structure

• Total assets ₹7,113.49 L; total equity ₹5,620.35 L.
• Authorised capital raised to ₹15.25 Cr.
• Rights issue up to 5,01,28,200 shares at ₹5 incl. ₹4 premium.
• Current borrowings: ₹0; non-current borrowings: ₹7.00 L.
• Investments in equity: ₹3,502.50 L; cash ₹227.09 L; inventory ₹478.25 L.
• Loans to related parties: ₹526.59 L (5.88 L non-current; 520.71 L current).

Capital actions & dividends

• Dividend for FY2025-26 not declared.
• Rights issue to strengthen capital base and working capital.
• No differential rights shares issued.
• Postal ballot increased authorized capital; rights issue subject to approvals.

Governance & management

• Board of six directors; independent directors Gor, Ayush Shah, Jaymin Shah.
• Statutory auditors changed to P H Shah & Co for 2026-31.
• Secretarial auditor appointed: Madhav Upadhyay & Associates.
• MD & CFO: Satishkumar Gajjar; CS: Priti Jain.
• Board meetings: 9; Audit: 5; NRC: 2; SRC: 3; SH: 2.

Strategic risks & outlook

• Risks: gold price volatility and regulatory changes.
• Outlook: consolidate trading, strengthen working capital and customer relations.
• SEBI order post-year-end restricting market access for five years; SAT appeal filed.

Related party transactions

• Related party balances total ~₹526.59 L.
• Advance against copyright to Krina Creation: ₹518.01 L.
• Veeram Vendors sale of goods/services: ₹1,367.42 L.
• Veeram Barter sale: ₹176.99 L.
• MD remuneration: ₹12.00 L; independent director fees noted.
• Note 2.17 and Annexure A disclose details.

AGM & shareholding

• 32nd AGM on 26-Sep-2026 via VC/OAVM.
• Cut-off date for e-voting: 21-Sep-2026.
• Remote e-voting window: 23-25 Sep 2026.
• Shareholders: 6,198; 100% dematerialised.
• Top holders include Satishbhai Gajjar 6.10%, Salim Punjani 15.34%, Veeram Vendors 11.58%.

CSR & compliance

• CSR provisions not applicable for FY2025-26.
• BRSR not applicable; governance compliance maintained.
• Communications predominantly electronic; AGM notices on website.