Surat Trade and Mercantile Ltd

Promoter dissolution and share transfer

• Subject: Dissolution of promoter Alok Praful Shah (HUF) and share transfer.
• 521 equity shares are to be transferred to the recipient per dissolution deed.
• On completion, Alok Praful Shah (HUF) ceases to be promoter; recipient becomes promoter per Reg 31A(6)(a).
• Disclosure is under Regulation 30 of SEBI LODR Regulations.
• Date of intimation: October 14, 2026.
• Transfer will be executed as per dissolution deed; ownership change affects promoter category.
• Information to be updated on company website www.stml.in.
• Impact on governance: promoter group composition updated; no change to other material terms.
• Recipient of shares will be classified as promoter after transfer per Reg 31A.
• Information will be available on the company's website.

Auditor firm converts to LLP

• Statutory auditors Sharp & Tannan Associates LLP converted to an LLP under the LLP Act 2008.
• New firm name is Sharp & Tannan Associates LLP, Chartered Accountants, FRN 109983W/W101313.
• Conversion does not change the existing audit engagement or tenure.
• Auditors will continue to discharge responsibilities for the remaining tenure.

AGM details

• AGM held on Sept 22, 2026 at 3:30 PM IST via VC/OAVM.
• Remote e-voting: Sept 19–21, 2026; cut-off date Sept 15, 2026.
• Meeting duration: 3:30 PM to 4:00 PM IST.

Key resolutions

• Res 1 (Ordinary): Adoption of Audited Financial Statements for year ended Mar 31, 2026.
• Res 2 (Ordinary): Re-appointment/continuation of Director Alok Shah by rotation.
• Res 3 (Ordinary): Re-appointment of Deepak N. Shah as Independent Director.

Voting results

• Res 1 passed with requisite majority.
• Res 2 passed with overwhelming support (~99.999%).
• Res 3 passed with overwhelming support (~99.9997%).

Director changes

• Alok Shah retires by rotation; reappointment approved.
• Deepak N. Shah reappointed as Independent Director.

Auditor appointments

• No auditor appointments or changes disclosed.

Dividend

• Dividend details not disclosed in the excerpt.

Material related party transactions

• No material related party transactions disclosed.

Other material approvals

• No other significant approvals disclosed.

AGM details

• 80th AGM held on 22 Sep 2026 at 3:30 PM IST via VC/OAVM.

Key resolutions

• Ordinary: adopt Audited Financial Statements, Board report, and Auditor’s report via remote e-voting.
• Ordinary: re-appoint Alok P. Shah, retires by rotation, via remote e-voting.
• Special: re-appoint Deepak N. Shah as Independent Director for a second five-year term.

Voting status

• Resolution 1: Outcome pending; results to be disclosed after Scrutinizer’s Report.
• Resolution 2: Outcome pending; results to be disclosed after Scrutinizer’s Report.
• Resolution 3: Outcome pending; results to be disclosed after Scrutinizer’s Report.

Dividend

• No dividend proposed or declared.

Director changes

• Alok P. Shah retires by rotation; eligible for re-appointment.
• Deepak N. Shah re-appointed as Independent Director for second five-year term.

Auditor information

• No auditor appointments or changes announced.

Related party transactions

• No material related party transactions disclosed.

Surat Trade and Mercantile Limited: Trading window closed from 01.10.2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended 30.09.2026

AGM Details

• 80th AGM on 22 September 2026 at 3:30 PM IST via VC/OAVM.
• Notice indicates Annual Report accessible via website for members without registered email.

Annual Report Access & KYC

• Annual Report for 2025-26 available at the company website.
• Annual Report URL: /Reports/Annual%20Reports/STML_Annual_Report_202526.pdf
• Cut-off date for non-email registered members is 21 August 2026.
• KYC updates required per SEBI circular to enable electronic payments.

AGM Details

• 80th AGM on 22 Sep 2026 at 3:30 PM IST via VC/OAVM at registered office.
• AGM held per MCA/SEBI relaxations; attendance via VC/OAVM only.

Ordinary Business

• Adopt Audited Financial Statements for FY ended 31 March 2026; Board and Auditor reports.
• Re-appoint Alok P. Shah as Director, retiring by rotation.

Special Business

• Re-appoint Deepak N. Shah as Independent Director for a second five-year term (Aug 2027–Aug 2032).

Director Changes

• Alok P. Shah re-appointed as Director, liable to retire by rotation.
• Deepak N. Shah re-appointed Independent Director for second five-year term.

E-Voting Details

• Cut-off date for e-voting eligibility: 15 September 2026.
• Remote e-voting window: 19 September to 21 September 2026.
• Speaker registration: 28–31 August 2026.
• AGM via VC/OAVM; attendance limited to 1000 members.
• No proxies; attendance via VC/OAVM only.

Financial highlights

• Revenue from operations: Rs 11,134.58 Lakhs.
• Total income: Rs 12,513.14 Lakhs.
• EBITDA: Rs 1,471.76 Lakhs.
• Profit before tax: Rs 1,399.35 Lakhs.
• Profit after tax: Rs 1,097.60 Lakhs.
• Revenue grew YoY to Rs 11,134.58 Lakhs.
• Dividend for FY25-26: not declared.

Dividend & capital allocation

• Dividend not declared for FY2025-26.
• Retained earnings: Rs 20,556.42 Lakhs.
• Total equity: Rs 22,777.06 Lakhs.
• Promoter holding: 65.50%.
• Equity share capital unchanged at Rs 2,220.64 Lakhs.

Operations & mix

• Commodity trading is the main revenue driver.
• Income from commodity trading: Rs 10,625.33 Lakhs.
• Artwork sales boosted FY26 profits.
• Hedging derivatives managed price volatility.
• AIF/mutual fund investments; AIF assets Rs 9,542.07 Lakhs.

Debt & liquidity

• No term loans outstanding; debt-free.
• Cash & cash equivalents: Rs 896.78 Lakhs.
• Total investments: Rs 15,819.28 Lakhs.
• No working capital facilities from banks.

Governance & controls

• Board: 6 directors; 3 independent; 1 woman independent.
• Audit Committee met 5 times; chaired by Deepak N. Shah.
• Statutory auditors: Sharp & Tannan; Secretarial: Jigar Vyas.
• Internal controls adequate and operating; quarterly MD/CFO certification.

Related party transactions

• RPT policy adopted; all transactions arm's length.
• Leave/licence fees with Sorrento: Rs 71.77 Lakhs.
• MD sold art & artifacts: Rs 811.25 Lakhs total.
• MD-related RPT exceeded limits; settled via SEBI settlement and EGMs.
• KMP remuneration total: Rs 62.68 Lakhs.
• Balance payable to related party creditors: Rs 7.61 Lakhs.

Audit, risk & internal controls

• Auditors: Sharp & Tannan; Secretarial: Jigar Vyas; Internal: K.S. Jagirdar & Co.
• No qualifications in auditor's report; going concern affirmed.
• Internal financial controls robust; risk management framework in place.

Outlook & risks

• Geopolitical West Asia risks could affect commodity markets.
• Domestic demand remains supportive; hedging mitigates price volatility.
• Long-term prospects for commodity trading remain positive.

CSR & governance disclosures

• CSR spend: Rs 17.50 Lakhs; focus on education, healthcare, conservation.
• CSR committee chaired by Deepak N. Shah; policy on website.
• Green initiatives: annual report and AGM notices sent electronically.