SMT Engineering Limited (formerly known as Adarsh Mercantile Limited) successfully concluded its Extraordinary General Meeting (EGM) on January 6, 2026, with shareholders unanimously approving all proposed resolutions including a preferential issue worth Rs 348.75 crore and an increase in authorized share capital.

EGM Outcomes and Voting Results

The EGM held on Tuesday, January 6, 2026, at 12:30 PM through Video Conferencing achieved significant shareholder participation with 84.98% voter turnout. All resolutions received unanimous approval with 100% votes in favor and zero votes against.

Resolution 1: Authorized Share Capital Increase

Shareholders approved the increase in authorized share capital from Rs 17.00 crore to Rs 18.10 crore. The resolution received overwhelming support across all categories of shareholders.

Resolution 2: Preferential Issue Approval

The special resolution for issuing up to 15,50,000 equity shares at Rs 225.00 per share on a preferential basis to non-promoter public category investors was unanimously approved. This preferential issue will raise up to Rs 348.75 crore for the company.

Scrutinizer Report and Compliance

Nikhil Dhanotiya of Nikhil Dhanotiya & Associates served as the scrutinizer for the e-voting process. The remote e-voting period was conducted from January 3, 2026 (09:00 AM) to January 5, 2026 (05:00 PM), with the record date set as December 30, 2025.

Fund Utilization Strategy

The approved preferential issue proceeds will be utilized for growth objectives including investments in wholly-owned subsidiaries, capital expenditures, and working capital requirements. Up to 25% of the issue proceeds are allocated for general corporate purposes, providing operational flexibility.

Regulatory Framework

The preferential issue was conducted in accordance with SEBI (ICDR) Regulations, with the relevant date for price determination set as December 5, 2025. The company obtained necessary regulatory approvals and compliance certifications from practicing company secretaries.

These approved corporate actions represent SMT Engineering's strategic initiative to strengthen its capital base and support long-term growth objectives while maintaining full regulatory compliance.

SMT Engineering Limited has issued a corporate guarantee for its wholly-owned material subsidiary, Sai Machine Tools Private Limited, to secure working capital facilities from Standard Chartered Bank. The company disclosed this development under SEBI listing regulations on December 19, 2025.

Corporate Guarantee Details

The company has extended a corporate guarantee to facilitate working capital facilities for its subsidiary up to ₹7.70 crores from Standard Chartered Bank. This guarantee supports the subsidiary's business operations and working capital requirements.

Credit Facility Structure

Sai Machine Tools Private Limited has executed a Memorandum of Entry for Deposit of Title Deeds with Standard Chartered Bank for the credit facilities. The arrangement comprises business working capital facilities structured to meet operational requirements.

Security and Mortgage Arrangements

The credit facilities are secured through a mortgage by deposit of title deeds involving land owned by Ashok Jaiswal, a promoter of both SMT Engineering and Sai Machine Tools Private Limited. The promoter has extended his land as security to facilitate the working capital facilities.

Impact and Related Party Considerations

The transaction qualifies as a related party transaction given the common ownership and management structure. However, none of the promoters or members of the promoter group or directors have any interest in this transaction, and it has been executed on an arm's length basis. The company has indicated that at this point, there is no impact of this guarantee other than disclosure in the financial statements as a contingent liability.

Regulatory Compliance

SMT Engineering has disclosed the corporate guarantee in accordance with Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The disclosure follows the requirements outlined in SEBI Master Circular dated November 11, 2024, and December 31, 2024, ensuring comprehensive transparency regarding the subsidiary's credit arrangements and corporate guarantee provisions.