Transaction Details
The Board of AJC Jewel Manufacturers Ltd. approved the acquisition of an 80% stake in AJC Jewel Manufacturers (FZC), Sharjah, UAE. The acquisition value is ₹9.60 crore (₹9,59,96,946.72) to be executed entirely through a non-cash share swap arrangement.
Financial Consideration Structure
The consideration will be discharged through issuance of up to 5,67,492 equity shares of AJC Jewel Manufacturers Ltd. at an issue price of ₹169.16 per share. The issue price was determined based on a valuation report from an independent Chartered Accountant and Registered Valuer.
Target Company Financial Performance
AJC Jewel Manufacturers (FZC) reported the following financial performance:
- CY2024 Revenue: ₹53.82 crore (AED 2.08 crore)
- CY2025 Revenue: ₹127.95 crore (AED 4.94 crore) - representing 138% year-on-year growth
- January-June 2026 Revenue: ₹72.46 crore (AED 2.80 crore)
The company was incorporated in Sharjah on May 15, 2024, and engages in precious metal jewellery manufacturing.
Capital Structure Impact
The proposed preferential issue of 5,67,492 equity shares will constitute approximately 8.55% of the Company's post-issue equity share capital. Promoter and promoter-group shareholding is expected to increase from 56.33% to 59.85% based on shareholding as of August 21, 2026.
Mr. Afzal Rahman Perinkadakkad, the proposed allottee, is expected to hold 8.55% of the Company's post-issue share capital.
Regulatory Framework
The transaction is proposed to be undertaken on an arm's-length basis and in accordance with Chapter V of the SEBI ICDR Regulations.
Strategic Rationale
The acquisition moves AJC from having an international operating presence to majority ownership of an existing UAE jewellery manufacturing business. The UAE represents a strategic market as the world's second-largest global hub for gold trade, with approximately AED 683 billion (US$186 billion) of gold traded in 2024 across more than 6,200 companies and 53 licensed gold refineries.
The transaction is supported by the India-UAE Comprehensive Economic Partnership Agreement (CEPA), which provides preferential market access across more than 97% of UAE tariff lines, with value-addition requirements for gems and jewellery sector ranging from 3% to 7%.
Company Background
AJC Jewel Manufacturers Ltd. manufactures 22K and 18K gold jewellery for retail chains, corporates and independent jewellers from its 21,780 sq. ft. manufacturing facility in Malappuram, Kerala. The company operates a digital B2B ecosystem with over 5,000 jewellery designs.
Management Commentary
Mr. Ashraf P, Chairman & Managing Director, stated that the acquisition marks an important step in consolidating international operations and strengthening presence in the UAE. He emphasized the share-swap structure allows consolidation without cash outflow for acquisition consideration.
Transaction Timeline
The acquisition is expected to be completed within approximately 3-6 months, subject to necessary regulatory approvals and shareholder approval for the preferential issue. Upon completion, the UAE entity will become a subsidiary of AJC Jewel Manufacturers Ltd.
Required Approvals
The transaction is subject to shareholder and regulatory approvals.