Vivid Mercantile Limited has announced a postal ballot seeking shareholder approval for a significant increase in its authorised share capital. The company issued the notice on February 16, 2026, proposing to enhance its capital structure to support future business requirements.

Proposed Capital Structure Changes

The postal ballot seeks approval for increasing the company's authorised share capital through the following restructuring:

The proposal involves creating additional 5,22,00,000 equity shares of Rs. 1 each, representing a substantial expansion of the company's authorised capital base. This increase will require consequential alteration to Clause V of the Memorandum of Association.

Postal Ballot Timeline and Process

The company has established a comprehensive timeline for the postal ballot process:

Shareholders whose names appear in the register of members as on the cut-off date of February 20, 2026, will be eligible to participate in the voting process. The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities for the postal ballot.

Governance and Compliance Framework

Vivid Mercantile has appointed M/s. Neelam Somani & Associates, Practicing Company Secretary, Ahmedabad (COP No. 12454), as the scrutiniser for conducting the postal ballot. The scrutiniser will ensure the voting process is conducted in a fair and transparent manner, with their decision on vote validity being final.

The postal ballot is being conducted in accordance with Section 110 of the Companies Act, 2013, and the Companies (Management and Administration) Rules, 2014. The process also complies with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and SEBI (LODR) Regulations, 2015.

Strategic Rationale and Board Recommendation

According to the explanatory statement, the Board of Directors approved and recommended the capital increase at their meeting held on February 16, 2026. The company stated that the increase is intended to accommodate rights issues and future requirements, indicating potential expansion plans or capital-raising activities.

The Board considers the alteration to the capital clause of the Memorandum of Association to be in the interest of the company. The resolution is being proposed as an Ordinary Resolution, and the Board has confirmed that no directors, key managerial personnel, or their relatives have any financial interest in the resolution beyond their shareholding in the company.

The postal ballot notice and related documents are available on the company's website at www.vividmercantile.com and will be communicated to stock exchanges upon completion of the voting process.

Vivid Mercantile Limited announced key strategic decisions following its board meeting held on February 16, 2026, including a significant increase in authorized share capital and the appointment of a new internal auditor to strengthen its corporate governance framework.

Authorized Share Capital Enhancement

The board approved a substantial increase in the company's authorized share capital, expanding its financial capacity for future growth initiatives. The enhancement represents a strategic move to provide greater flexibility for potential fundraising activities.

The capital restructuring requires amendment to Clause V of the company's Memorandum of Association and is subject to shareholder approval through a postal ballot process.

Postal Ballot Process Initiated

To facilitate shareholder approval for the capital increase, the board approved the draft postal ballot notice. The company has appointed M/s Neelam Somani & Associates, a practicing company secretary firm, as the scrutinizer for the postal ballot process. This appointment ensures transparent and compliant conduct of the shareholder voting process in accordance with regulatory requirements.

Internal Auditor Appointment

The board appointed Mr. Dhaval Satishkumar Gajjar as the company's internal auditor for a three-year term, following recommendations from the audit committee. The appointment strengthens the company's internal control and governance mechanisms.

Mr. Gajjar brings industry knowledge and strategic expertise to the role, being part of the promoter group with deep understanding of the company's operations.

Meeting Details and Compliance

The board meeting commenced at 2:00 PM and concluded at 3:50 PM on February 16, 2026, at the company's registered office in Ahmedabad, Gujarat. All decisions were made in compliance with Regulation 30 of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015, and relevant SEBI circulars issued in 2023 and 2024.

The company has fulfilled its disclosure obligations by informing BSE Limited about these material developments, ensuring transparency for stakeholders and market participants.