Key Quantitative Figures

  • Current Paid-up Capital: ₹28.00 crore (2,80,06,800 equity shares of ₹10 each)
  • Proposed Increased Authorized Capital: ₹118.07 crore (11,80,06,800 equity shares of ₹10 each)
  • FY 2025-26 Revenue: ₹1,264.02 lakhs (Previous year: ₹2,146.91 lakhs)
  • FY 2025-26 Net Profit: ₹14.93 lakhs (Previous year: ₹32.77 lakhs)
  • Preferential Issue Size: 9,00,00,000 equity shares of ₹10 each
  • Acquisition Consideration: ₹90 crore for 100% of Cultureantique Jewellery Pvt Ltd
  • MD Remuneration: ₹1,10,000 per month for 3 years

Dates of Action

  • AGM Date: 7th August 2026 at 4:00 PM through VC/OAVM
  • Record Date: 31st July 2026 to 7th August 2026 (both days inclusive)
  • Remote e-Voting Period: 4th August 2026 (9:00 AM) to 6th August 2026 (5:00 PM)
  • MD Appointment Term: 16th July 2026 to 15th July 2029
  • Relevant Date for Preferential Issue Pricing: 8th July 2026

Parties Involved

Target Company: Cultureantique Jewellery Private Limited (CJPL)

Statutory Auditor: M/s. S S R V & Associates, Chartered Accountants

Secretarial Auditor: M/s. Jay Pandya & Associates, Company Secretaries

Share Transfer Agent: Cameo Corporate Services Limited

Preferential Allottees: 11 entities including Maulik Patel, Chandrikaben Kanubhai Patel, Varcas Decor Private Limited, etc.

Resolutions Proposed

Ordinary Business

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. Dilipbhai Vitthaldas Patel (DIN: 11661239) as director retiring by rotation

Special Business

3. Increase in authorized share capital from ₹28.07 crore to ₹118.07 crore

4. Alteration of objects clause to include gold, silver, bullion, and jewellery business

5. Appointment of Mr. Hit Shah (DIN: 11828132) as Managing Director for 3 years

6. Preferential issue of 9 crore equity shares for acquisition of CJPL via share swap

Financial and Operational Impact

Capital Structure Impact

  • Post-preferential issue paid-up capital will increase from 2,80,06,800 shares to 11,80,06,800 shares
  • Significant dilution of existing shareholders (promoter holding currently 0%, will remain 0% post-issue)
  • Non-promoter individual holding will decrease from 94.06% to 42.32%
  • Non-promoter corporate holding will increase from 1.75% to 56.69%

Acquisition Rationale

Strategic acquisition aimed at expanding business operations into jewellery sector without impacting cash reserves. The acquisition will facilitate diversification and explore new synergies for growth.

Financial Performance

FY 2025-26 vs FY 2024-25:

  • Revenue decreased from ₹2,146.91 lakhs to ₹1,264.02 lakhs
  • Profit before tax decreased from ₹42.66 lakhs to ₹4.92 lakhs
  • Net profit decreased from ₹32.77 lakhs to ₹14.93 lakhs
  • Company has not declared any dividend for FY 2025-26

Corporate Governance

  • Board comprises 5 directors including 2 independent directors
  • Board met 9 times during FY 2025-26
  • All committees (Audit, Nomination & Remuneration, Stakeholders Relationship) are constituted and functional
  • Company has adopted requisite policies including Whistle Blower Policy, Code of Conduct, etc.

Auditor Reports

  • Statutory Auditor: Unmodified opinion on financial statements
  • Secretarial Auditor: No adverse remarks in audit report
  • Internal Auditor: M/s. Umesh Khese & Co., Chartered Accountants

Additional Information

  • AGM will be held through video conferencing/other audio-visual means only
  • Annual report is being sent only through electronic mode
  • Company's shares are under compulsory demat segment
  • No material related party transactions or contingent liabilities reported