Key Dates and Events

  • Annual Report Submission Date: August 27, 2026
  • Annual Report Dispatch Date: September 27, 2026 (to members via electronic means)
  • 80th AGM Date: September 22, 2026 at 3:30 PM IST through Video Conferencing/Other Audio-Visual Means
  • E-voting Cut-off Date: September 15, 2026
  • E-voting Period: September 19, 2026 (9:00 AM) to September 21, 2026 (5:00 PM)
  • Record Date: Not explicitly stated (e-voting cut-off serves as record date)

Financial Performance Highlights (FY 2025-26 vs FY 2024-25)

  • Revenue from Operations: ₹111.35 crore (previous: ₹68.64 crore) - 62% increase
  • Other Income: ₹13.79 crore (previous: ₹14.82 crore)
  • Total Income: ₹125.13 crore (previous: ₹83.46 crore)
  • Operating Profit/EBITDA: ₹14.72 crore (previous: ₹9.96 crore)
  • Finance Costs: ₹0.15 crore (previous: ₹0.16 crore)
  • Profit Before Depreciation & Amortization: ₹14.57 crore (previous: ₹9.80 crore)
  • Depreciation & Amortization: ₹0.57 crore (previous: ₹0.52 crore)
  • Profit Before Tax: ₹13.99 crore (previous: ₹9.29 crore)
  • Current Tax Expense: ₹3.12 crore (previous: ₹1.33 crore)
  • Deferred Tax Expense: ₹(0.91) crore (previous: ₹(2.14) crore)
  • Taxes for Earlier Years: ₹(0.12) crore (previous: ₹(1.56) crore)
  • Profit After Tax: ₹10.98 crore (previous: ₹11.66 crore)
  • Basic/Diluted EPS: ₹0.49 (previous: ₹0.53)

Business Operations Review

Primary Business: Commodity trading (metals, particularly gold and silver) and related activities

  • Commodity Trading Income: ₹106.25 crore (previous: ₹68.64 crore)
  • Investment Activities Income: ₹13.79 crore (previous: ₹14.82 crore)
  • AIF Investment Income: ₹9.24 crore (previous: ₹8.06 crore)
  • Other Investment Income: ₹4.54 crore (previous: ₹6.77 crore)
  • AIF Asset Value: ₹95.42 crore (previous: ₹77.46 crore)
  • Artwork Sales: Contributed to profit during the year

Capital Structure and Shareholding

  • Paid-up Equity Share Capital: ₹22.21 crore (222,064,440 equity shares of ₹1 each)
  • Promoter Holding: 68.45% (152,004,917 shares)
  • No change in share capital during FY 2025-26
  • No dividend declared for FY 2025-26
  • Entire profit retained in retained earnings

Board and Management Changes

  • Ms. Mahek Gaurav Jaju resigned as Company Secretary and Compliance Officer effective April 30, 2026
  • Ms. Ankita Prasiddha Shroff appointed as Company Secretary and Compliance Officer effective May 26, 2026
  • Board Composition: 6 Directors (3 Executive, 3 Non-Executive Independent including 1 woman director)

AGM Agenda Items

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026

2. Re-appointment of Mr. Alok P. Shah (DIN: 00218180) as Director retiring by rotation

Special Business:

3. Re-appointment of Mr. Deepak N. Shah (DIN: 07356807) as Independent Director for second term of 5 years (August 11, 2027 to August 10, 2032)

Director Details for Re-appointment

Mr. Alok P. Shah (Managing Director)

  • DIN: 00218180
  • Date of Birth: September 11, 1970
  • First Appointment: June 29, 2022
  • Qualification: Electrical Engineering from Stanford University, MBA from University of Chicago
  • Shareholding: 8,93,81,990 shares (40.25%)
  • Remuneration: ₹4.80 lakhs per annum

Mr. Deepak N. Shah (Independent Director)

  • DIN: 07356807
  • Date of Birth: October 23, 1950 (76 years)
  • First Appointment: August 11, 2022
  • Qualification: Fellow Member of ICAI, Practicing Chartered Accountant
  • Shareholding: Nil
  • Remuneration: Sitting fees only (₹2.25 lakhs for FY 2025-26)
  • Attendance: 5 out of 5 board meetings

Regulatory Compliance Matters

Related Party Transaction Issue

  • Identified inadvertent non-compliance with first proviso to Regulation 23(1) of SEBI LODR Regulations
  • Related party transactions with Mr. Alok P. Shah exceeded prescribed limits during FY 2025-26
  • Rectification Measures Taken:
  • Audit Committee and Board approval on July 14, 2026
  • Shareholder approval at EGM on August 10, 2026
  • Voluntary suo motu Settlement Application filed with SEBI

Other Compliance

  • Secretarial Audit Report by M/s Jigar Vyas & Associates contained observation on RPT compliance
  • Statutory Auditors: M/s Sharp and Tannan Associates (no qualifications)
  • Internal Auditors: M/s K. S. Jagirdar & Co.
  • CSR Spending: ₹17.50 lakhs (against requirement of ₹17.47 lakhs)

Investment and Asset Management

  • Total Investments: ₹158.19 crore (previous: ₹139.00 crore)
  • Non-current Investments: ₹95.77 crore (AIFs, equity instruments)
  • Current Investments: ₹62.42 crore (mutual funds, bonds)
  • Cash and Cash Equivalents: ₹8.97 crore (previous: ₹1.01 crore)
  • Reclassification of Assets: Land and buildings previously classified as PPE reclassified as Investment Property (₹10.36 crore)
  • Impairment Loss: ₹30.54 lakhs recognized on building reclassification

Risk Factors Disclosed

  • Commodity price volatility and market risks
  • Geopolitical tensions affecting supply chains
  • Foreign exchange risks (though no explicit exposure mentioned)
  • Investment portfolio market risks

Corporate Governance

  • Board met 5 times during FY 2025-26
  • All directors attended last AGM (September 12, 2025)
  • Whistle Blower Policy in place, no complaints received
  • Code of Conduct affirmed by all directors and senior management

Employee Information

  • Total employees: 25 (3 female, 22 male)
  • Average salary increase: 6%
  • No pending sexual harassment complaints

Important Notes

  • Company operates primarily in commodity trading after divesting manufacturing division in April 2022
  • Maintains debt-free status with adequate liquidity
  • Compliance with new Labour Codes assessed, no material impact determined
  • Audit trail feature in accounting software operational throughout year

#Tags: #SuratTradeAndMercantile #AnnualReport #SEBIDisclosure #FY2026Results #CommodityTrading #CorporateGovernance #RegulatoryCompliance #Neutral