The Board considered and approved the following agendas:

1. Increase in Authorized Share Capital

The Board approved an increase in the Authorized Equity Share Capital of the Company from ₹28,00,68,000 (Rupees Twenty-Eight Crore Sixty-Eight Thousand Only), divided into 2,80,06,800 Equity Shares of ₹10 each, to ₹1,18,00,68,000 (Rupees One Hundred Eighteen Crore Sixty-Eight Thousand Only), divided into 11,80,06,800 Equity Shares of ₹10 each. This represents an addition of ₹90,00,00,000 (Rupees Ninety Crore Only) to the existing authorized share capital. This change is subject to the approval of shareholders at the ensuing Annual General Meeting and will necessitate an alteration to the Memorandum of Association.

2. Alteration of Memorandum of Association Object Clause

The Board approved the alteration of the object clause of the Memorandum of Association to expand the company's business activities. A new point, Clause 6, was added to the Main Object Clause (III)(A). The new business object is: "To carry on the business as manufacturers, refiners, processors, assayers, importers, exporters, buyers, sellers, traders, wholesalers, retailers, merchants, stockists, distributors, brokers, commission agents, consignors, consignees, and otherwise to deal in gold, silver, bullion, precious and semi-precious metals, bullion bars, coins, jewellery, ornaments, diamonds, precious and semi-precious stones, gems, articles made therefrom, and allied products."

3. Acquisition of Cultureantique Jewellery Private Limited (CJPL)

The Board approved the acquisition of 100% of the equity shareholding (90,00,000 shares) of M/s. Cultureantique Jewellery Private Limited ("CJPL") for a total purchase consideration of ₹90,00,00,000 (Rupees Ninety Crore Only). The acquisition price is ₹100 (Rupees Hundred Only) per equity share of CJPL.

The consideration will be discharged by issuing and allotting up to 9,00,00,000 (Nine Crore) fully paid-up equity shares of 7NR Retail Limited, with a face value of ₹10 per share, to the shareholders of CJPL. This is a share swap transaction (consideration other than cash). The issue price of ₹10 per share was determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

Post this acquisition, CJPL will become a wholly-owned subsidiary of 7NR Retail Limited.

Key details of the acquisition from Annexure B:

  • CJPL's business: Manufacturer and Seller of Gold and Silver Jewellery.
  • Authorised Capital of CJPL (As on date): ₹9,00,00,000.
  • Paid-up Capital of CJPL (As on date): ₹9,00,00,000.
  • The acquisition is not a Related Party Transaction.
  • Object of acquisition: Entering into a new business segment to diversify the established business.
  • No governmental or regulatory approvals are required for the acquisition itself.
  • The acquisition is expected to be completed within 15 days from the later of: (i) the date of approval of the special resolution for the preferential issue, or (ii) receipt of necessary approvals for the allotment from regulatory authorities.

4. Preferential Allotment of Equity Shares

Consequent to the acquisition, the Board approved the offer, issue, and allotment of 9,00,00,000 Equity Shares of face value ₹10 per share on a preferential basis for consideration other than cash (share swap) to the shareholders of CJPL.

Key details of the preferential issue from Annexure C:

  • Type of Security: Equity Shares of face value ₹10 per share.
  • Type of Issuance: Preferential Allotment.
  • Total number of securities: Up to 9,00,00,000 Equity Shares.
  • Issue Price: ₹10 per share, as determined under Chapter V of SEBI ICDR Regulations.
  • Allottees: The shareholders of CJPL, as per its shareholding pattern.

5. Other Agenda Items

  • The Board took on record the Valuation Report of equity shares and certificates issued by a Practicing Chartered Accountant and a Practicing Company Secretary in relation to the acquisition and share issuance.
  • The Board appointed M/s. Soni and Patel (FRN: 134652W), Chartered Accountants, Ahmedabad, as the Internal Auditor for the Financial Year 2026-27. The firm specializes in tax consultancy, statutory representations, internal audits, and SEBI LODR compliance reviews.
  • The Board noted a request letter received from Mr. Umang Vijaykumar Trivedi for reclassification of his status from the "Promoter category" to "Public category," subject to the approval of BSE Limited.
  • The Board considered and approved the Director's Report of the Company for the financial year 2025-26 along with its annexures.
  • The Board decided to hold the 14th Annual General Meeting ("AGM") of the Company on Friday, 7th August, 2026, at 4:00 P.M. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).