On 3rd April 2025, the Board of Directors of Adarsh Mercantile Limited convened a meeting and approved several crucial corporate actions, including changes in shareholding reclassification, borrowing limits, and the company’s name, subject to the approval of shareholders and necessary regulatory bodies.

Reclassification of Shareholding

The Board has approved a reclassification request from Mr. Ashish Chhawchharia, Mr. Kshitiz Chhawchharia, and Avon Credit Pvt Ltd to shift their shareholding from the ‘Promoter or Promoter Group’ category to the ‘Public’ category, in compliance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This reclassification is contingent on the approval of the Stock Exchanges and any other required approvals.

Corporate Resolutions Approved

The following key resolutions were also approved by the Board:

1. Alteration of the Company’s Memorandum of Association (MOA):
   The Board approved changes to the main object clause of the MOA, subject to shareholder approval.

2. Increase in Borrowing Limits:
   The Board approved an increase in the company’s borrowing limits to Rs. 500 Crores under Section 180(1)(c) of the Companies Act, 2013, which will enable the company to leverage more capital for growth.

3. Creation of Charge on Assets for Borrowings:
   The company has received approval to create a charge on its assets to secure borrowings up to Rs. 500 Crores, as per Section 180(1)(a) of the Companies Act, 2013.

4. Increase in Investment/Loan Limits:
   The Board has also approved the increase in limits for making investments, extending loans, and providing guarantees or securities, up to Rs. 500 Crores, in line with Section 186 of the Companies Act, 2013.

5. Change of Company Name:
   The Board approved the change in the company’s name from Adarsh Mercantile Ltd to SMT Global Engineering Limited or such other name as may be permitted by the Central Registration Centre of the Ministry of Corporate Affairs. This change is subject to shareholder approval and other necessary approvals.

6. Shifting of Registered Office:
   The Board approved the relocation of the registered office from West Bengal to Madhya Pradesh, subject to shareholder and statutory approvals.

Postal Ballot Resolutions

In addition to the above, the Board approved the draft notice of a Postal Ballot meeting to approve several resolutions, including the appointment of new directors. The resolutions include:

• Appointment of Mr. Ajay Jaiswal as Managing Director

• Appointment of Mr. Vishal Jaiswal as Whole Time Director

• Appointment of Mr. Ashok Jaiswal as Non-Executive Non-Independent Director and Chairperson

• Appointment of Mr. Yogesh Arvindbhai Bhuva as Non-Executive Independent Director

• Appointment of Mr. Deepak Vyas as Non-Executive Independent Director

• Appointment of Ms. Mitwa Nayan Shah as Non-Executive Independent Women Director

Additionally, the resolutions will include approval for the alteration of the object clause of the Memorandum of Association, the increase in borrowing limits, and other matters relating to the company's strategic expansion.

Appointment of Scrutinizer

The Board also approved the appointment of M/s Nuren Lodaya & Associates, a Practicing Company Secretary, to act as the Scrutinizer for the Postal Ballot process, ensuring the e-voting process is conducted fairly and transparently.

Conclusion

The Board meeting, which commenced at 11 A.M. and concluded at 12 Noon, reflects Adarsh Mercantile Limited’s commitment to enhancing its corporate governance, financial flexibility, and strategic expansion. With key resolutions approved, the company is poised for significant growth and operational restructuring, which will be put to a vote by shareholders through a Postal Ballot process. These moves highlight Adarsh Mercantile's dedication to enhancing shareholder value and expanding its footprint in the industry.

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