Meeting Details

The 8th Annual General Meeting is scheduled to be held on Tuesday, September 29, 2026 at 02:00 PM (IST) via Video Conference/Other Audio-Visual Means.

Ordinary Business

1. To receive, consider and adopt:

  • Audited Standalone Financial Statements for the financial year ended March 31, 2026 together with Reports of Directors and Auditors
  • Audited Consolidated Financial Statements for the financial year ended March 31, 2026 and Auditors Report

2. Retirement by rotation and re-appointment of Mrs. FATHIMA JASNA KOTTEKKATTU (DIN: 10691112) as Director who retires by rotation

Special Business

Item 3: Revision of Remuneration of Managing Director - Mr. ASHRAF PERINKADAKKAD (DIN: 08094239)

  • Special resolution to revise basic salary from ₹6,00,000 to ₹7,00,000 per month
  • Effective from October 1, 2026
  • Additional perquisites: Provident fund contributions, gratuity not exceeding half-month salary per completed year, leave encashment as per company rules
  • Minimum remuneration provision in case of inadequacy of profits

Item 4: Revision of Remuneration of Whole Time Director - Mr. MOHAMED ALI CHERUPARAMBIL (DIN: 10668023)

  • Special resolution to revise basic salary from ₹61,500 to ₹1,25,000 per month
  • Effective from October 1, 2026
  • Same perquisite structure as Managing Director
  • Rationale: Recognition of contribution in obtaining higher sales volume during the year

Item 5: Revision of Remuneration of Executive Director - Mrs. FATHIMA JASNA KOTTEKKATTU (DIN: 10691112)

  • Special resolution to revise basic salary from ₹1,25,000 to ₹2,00,000 per month
  • Effective from October 1, 2026
  • Same perquisite structure as other directors
  • Rationale: Recognition of valuable contribution to overall company performance

Item 6: Acquisition of 80% Stake in AJC Jewel Manufacturers FZC through Preferential Issue

  • Special resolution for preferential issue of up to 5,67,492 equity shares of face value ₹10 each
  • Issue price: ₹169.85 per share (including premium of ₹159.85)
  • Total consideration: Up to ₹9,64,00,000
  • Shares to be issued to Mr. Afzal Rahman Perinkadakkad (Promoter Group) for acquisition of 80% shareholding in AJC Jewel Manufacturers FZC, UAE
  • Consideration: Primarily share swap arrangement, with balance amount if any paid in cash

Preferential Issue Details

  • Relevant date for price determination: August 28, 2026
  • Floor price calculated as higher of:
  • 90-day VWAP: ₹124.26
  • 10-day VWAP: ₹169.70
  • Final price determined: ₹169.85 based on valuation report from Alphavalue Consulting Valuation LLP (IBBI/RV-E/05/2021/151)
  • Lock-in period as per SEBI ICDR Regulations
  • Allotment to be completed within 15 days of shareholder approval or regulatory approvals

Shareholding Impact

  • Pre-issue shares: 6,068,360 equity shares
  • Post-issue shares: 6,635,852 equity shares
  • Promoter holding increases from 56.33% (3,418,300 shares) to 60.06% (3,985,792 shares)
  • Mr. Afzal Rahman Perinkadakkad will hold 8.55% post-issue
  • No change in control or management of the company

Voting Arrangements

  • Remote e-voting period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: September 18, 2026
  • CDSL appointed as e-voting agency
  • Physical attendance not permitted due to virtual meeting format