AGM Details
- Meeting Date: September 29, 2026 (Tuesday)
- Time: 02:00 PM IST
- Mode: Video Conference/Other Audio-Visual Means
- Venue: Registered Office at 38/227-Z, Inkel Greens Edu City, Karathode-Konampara Road, Panakkad Village, Pattarkadavu, Malappuram, Ernad, Kerala, India - 676519
Ordinary Business Items
1. Adoption of Financial Statements
- To receive, consider and adopt Audited Standalone Financial Statements for FY 2025-26 ending March 31, 2026
- To receive, consider and adopt Audited Consolidated Financial Statements for FY 2025-26 ending March 31, 2026
- Includes Reports of Directors and Auditors on both statements
2. Retirement by Rotation
- Re-appointment of Mrs. Fathima Jasna Kottekkattu (DIN: 10691112) as Executive Director
- She retires by rotation and offers herself for reappointment
- Currently holds 215,400 shares in the company
Special Business Items
3. Revision of Managing Director Remuneration
Director: Mr. Ashraf Perinkadakkad (DIN: 08094239)
Current Basic Salary: ₹6,00,000 per month
Proposed Basic Salary: ₹7,00,000 per month (16.7% increase)
Effective Date: October 1, 2026
Additional Perquisites:
- Contribution to Provident Fund, Superannuation Fund/Annuity Fund (non-taxable amounts)
- Gratuity payable at half-month salary per completed year of service
- Encashment of leave at end of tenure as per company rules
Minimum Remuneration: Payable even in event of inadequacy of profits
4. Revision of Whole-time Director Remuneration
Director: Mr. Mohamed Ali Cheruparambil (DIN: 10668023)
Current Basic Salary: ₹61,500 per month
Proposed Basic Salary: ₹1,25,000 per month (103.2% increase)
Effective Date: October 1, 2026
Additional Perquisites: Same structure as Managing Director
Rationale: Recognition of contribution in obtaining higher sales volume during the year
5. Revision of Executive Director Remuneration
Director: Mrs. Fathima Jasna Kottekkattu (DIN: 10691112)
Current Basic Salary: ₹1,25,000 per month
Proposed Basic Salary: ₹2,00,000 per month (60% increase)
Effective Date: October 1, 2026
Additional Perquisites: Same structure as other directors
Rationale: Recognition of valuable contribution to overall company performance
6. Acquisition of 80% Stake in AJC Jewel Manufacturers FZC
Transaction Type: Preferential issue of equity shares through share swap arrangement
Target Company: AJC Jewel Manufacturers FZC, UAE
Acquisition Stake: 80% shareholding (80 shares of face value AED 1500 per share)
Preferential Issue Details:
- Number of Shares: 5,67,492 equity shares
- Face Value: ₹10 per share
- Issue Price: ₹169.16 per share (including premium of ₹159.16)
- Total Consideration: ₹9,59,96,946.72
- Allottee: Mr. Afzal Rahman Perinkadakkad (Promoter Group)
- Relevant Date for Pricing: August 28, 2026
Pricing Methodology:
- Floor price determined as higher of:
- 90-day VWAP: ₹120.79
- 10-day VWAP: ₹167.42
- Final price of ₹169.16 based on valuation report by Alphavalue Consulting Valuation LLP (IBBI/RV-E/05/2021/151)
Shareholding Pattern Impact:
- Pre-issue Capital: 60,68,360 equity shares
- Post-issue Capital: 66,35,852 equity shares
- Promoter Holding Increase: From 56.33% to 60.06%
- Mr. Afzal Rahman Perinkadakkad's Holding: 8.55% post-issue
Timeline and Conditions:
- Allotment to be completed within 15 days of shareholder approval
- Shares subject to lock-in as per SEBI ICDR Regulations
- Entire pre-preferential shareholding of allottee subject to lock-in
- Application will be made to BSE for listing of new shares
Valuation: Consideration for non-cash transaction determined by registered valuer's report dated September 2, 2026
Voting Arrangements
- Remote e-voting Period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
- Cut-off Date: September 18, 2026
- Service Provider: Central Depository Services (India) Limited (CDSL)
- Facility: Available through demat accounts with CDSL/NSDL