Simandhar Impex Limited shareholders approved the alteration of its Memorandum of Association (MOA) and the adoption of a new set of Articles of Association (AOA) during the company's third Annual General Meeting held on September 28, 2026. These changes align the company's constitutional documents with its revised business requirements and prevailing corporate governance frameworks.

The proceedings were conducted via Video Conferencing and Other Audio-Visual Means. Mr. Chandraprakash Wadhwani, Chairperson and Non-Executive Director, chaired the meeting. The session commenced at 2:30 pm and concluded at 3:18 pm, excluding the time allowed for e-voting.

Strategic transition and governance updates

The Chairman informed members that the company's equity shares were listed on December 22, 2025. Subsequently, Farmico International Private Limited completed the acquisition of the company on May 21, 2026. The transition of the Board and management was finalized on June 30, 2026. The year under review was described as a period of foundation-building, with immediate focus on strengthening governance systems and management capabilities.

Mr. Lalit Nagdev, Chief Executive Officer and Executive Director, outlined the business outlook. He stated that the management would focus on translating strategic direction into executable initiatives. The company intends to continue its existing trading business while evaluating opportunities in merchandising, import-export, processing, manufacturing, warehousing, logistics, and distribution. These expansions are subject to commercial viability and strategic suitability.

Director appointments approved

The members approved the appointment of additional directors as full-time directors with specific terms effective from June 2026. Mr. Amit Suresh Ninawe (CFO) and Mr. Lalit Naresh Nagdev (CEO) were appointed as Executive Directors for a five-year term ending June 5, 2031. Both are liable to retire by rotation. Mr. Ninawe is a qualified Chartered Accountant with over 13 years of experience in finance and banking, previously serving as Senior Credit Manager at ICICI Bank. Mr. Nagdev is also a qualified Chartered Accountant with over 9 years of experience across finance, banking, and international markets, having worked with Axis Bank.

Mr. Chandraprakash Wadhvani was appointed as Non-Executive Non-Independent Director (Promoter Category), effective June 30, 2026. He is not liable to retire by rotation. A Dubai-based NRI entrepreneur associated with the Farmico Group, he brings over two decades of experience in agro commodities, logistics, and international trade. Ms. Neha Hardeepsingh Narang was appointed as Non-Executive Non-Independent Women Director (Professional Category), effective June 30, 2026. She is liable to retire by rotation and possesses over two decades of experience in Human Resources and Talent Acquisition, currently serving as Head-HR at Farmico Group.

Two independent directors were also confirmed. Mr. Gaurav Patel, a Fellow Chartered Accountant and Certified Information Systems Auditor with over 13 years of experience in corporate governance and risk management, was appointed for a five-year term ending June 29, 2031. Mr. Manish Tarachand Pandey, an experienced Company Secretary and Compliance Officer with exposure to SEBI regulations and listed company compliances, was appointed for a similar five-year term. Neither independent director is liable to retire by rotation.

Key resolutions passed

The meeting addressed several special resolutions aimed at expanding the company's operational and financial flexibility. The shareholders approved changes to the Memorandum of Association and Articles of Association to align with the new strategic direction. All resolutions were passed with 100% votes in favour and zero against, as confirmed by the Scrutinizer's report dated September 29, 2026.

Details of constitutional amendments

The alteration of the MOA involved inserting additional Main Object Clauses to enable the company to undertake a wider range of business activities. This includes trading, merchandising, import, export, manufacturing, processing, warehousing, logistics, and distribution of various commodities and products in India and abroad. The company is also empowered to act as an Operating-cum-Holding Company, allowing it to promote, acquire, invest in, finance, manage, and provide support services to subsidiaries, associate companies, joint ventures, LLPs, SPVs, and other business entities.

Additionally, new Ancillary Object Clauses were inserted to facilitate expanded operations. These provisions cover borrowing, fund raising, banking operations, creation of security, operation of bank accounts, execution of negotiable instruments, management of assets, creation of reserves, contribution to charitable activities, and indemnification of directors and officers.

The adoption of a new set of AOA substitutes and entirely excludes the existing articles. This move aligns the company's constitutional documents with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the altered MOA, and the revised business requirements.

Financial discipline and capital allocation

Mr. Amit Ninawe, Chief Financial Officer and Executive Director, emphasized that financial discipline and prudent capital allocation remain central to the growth strategy. New investments and joint ventures will be evaluated based on expected returns, risk profiles, and working-capital needs. The CFO highlighted the importance of transparent financial reporting and robust internal controls as the company enters its next phase of growth.

The voting results, comprising consolidated valid votes from remote e-voting and live e-voting, have been placed on the company website and submitted to stock exchanges within the stipulated time.

Simandhar Impex Limited has scheduled its third Annual General Meeting (AGM) for Monday, September 28, 2026. The meeting will be conducted through Video Conferencing or Other Audio-Visual Means, as per regulatory guidelines.

The company filed its annual report for FY26 with the Bombay Stock Exchange on September 4, 2026. This filing was made pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, newspaper advertisements informing members about the AGM were published in Business Standard and Mumbai Lakshadeep on September 5, 2026, under Regulation 30 of SEBI LODR.

Key Dates and Voting Details

Shareholders can participate in the AGM via remote e-voting. The cut-off date for determining eligibility to vote is September 21, 2026.

Ankita Hande, Company Secretary and Compliance Officer, signed the disclosure documents. The notice convening the AGM and the annual report for FY26 will be sent electronically to members who have registered email addresses with the company or depositories. This process follows guidelines from the Ministry of Corporate Affairs and SEBI.