Annual General Meeting Details

  • Meeting Date: October 30, 2026 at 12:00 Noon (IST)
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off date: October 23, 2026
  • Register of Members closure: October 24, 2026 to October 30, 2026 (both days inclusive)
  • e-Voting period: October 27, 2026 (09:00 AM) to October 29, 2026 (05:00 PM)
  • Scrutinizer: M/s. Mukesh H Shah & Co. (FCS 5827)

Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt Audited Financial Statement for FY ended March 31, 2026 together with Reports of Board of Directors and Auditors

2. Director Appointment: To appoint Shri Jitendrakumar Saremal Soni (DIN:01795752) as Director who retires by rotation under Section 152(6) of Companies Act, 2013

3. Auditor Reappointment: To reappoint M/s. Shivam Soni & Co., Chartered Accountants (Firm Registration No. 152477W) as Statutory Auditors for second term of 5 years till conclusion of 23rd AGM in 2031

Special Business

4. Independent Director Reappointment: To reappoint Shri Saurabh Govindbhai Patel (DIN:09445561) as Non-Executive Independent Director for second and final term of 5 years from December 30, 2026 to December 29, 2031

5. Remuneration Revision - Chairman & MD: To increase overall maximum managerial remuneration payable to Shri Saremal Champalal Soni (DIN:02288750) to ₹10 crore per annum effective April 1, 2026

6. Remuneration Revision - MD: To increase overall maximum managerial remuneration payable to Shri Dineshkumar Saremal Soni (DIN:01795746) to ₹10 crore per annum effective April 1, 2026

7. Remuneration Revision - Joint MD: To increase overall maximum managerial remuneration payable to Shri Jitendrakumar Saremal Soni (DIN:01795752) to ₹10 crore per annum effective April 1, 2026

8. Related Party Transactions Approval: To approve material related party transactions with various entities as detailed in explanatory statement

Financial Performance Highlights (Standalone)

FY 2025-2026 Performance

  • Total Income: ₹31,735.56 lakhs (₹317.36 crore)
  • Revenue from Operations: ₹31,720.85 lakhs (₹317.21 crore)
  • Operating & Administrative expenses: ₹29,163.02 lakhs
  • Profit Before Depreciation and Taxes: ₹2,572.54 lakhs
  • Depreciation: ₹67.98 lakhs
  • Net Profit Before Tax: ₹2,504.56 lakhs
  • Current Tax: ₹611.54 lakhs
  • Deferred Tax: ₹36.62 lakhs
  • Profit After Tax: ₹1,856.40 lakhs (₹18.56 crore)
  • EPS (Basic & Diluted): ₹0.56
  • Net Worth: ₹16,674.80 lakhs (₹166.75 crore)

Comparative Performance

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Total Income | 31,735.56 | 31,740.99 |

| Net Profit After Tax | 1,856.40 | 1,203.64 |

| Net Worth | 16,674.80 | 14,667.13 |

| EPS | 0.56 | 0.38 |

Capital Structure

  • Authorized Share Capital: 41,00,00,000 equity shares of ₹1 each (₹41 crore)
  • Issued, Subscribed and Paid-up: 33,33,14,666 equity shares of ₹1 each (₹33.33 crore)
  • No change in share capital during FY 2025-26

Board of Directors and KMP

Directors as on March 31, 2026

  • Shri Saremal C. Soni - Chairman & Managing Director
  • Shri Dineshkumar S. Soni - Managing Director
  • Shri Jitendrakumar S. Soni - Joint Managing Director
  • Shri Rushikesh H. Patel - Independent Director
  • Shri Saurabh G Patel - Independent Director
  • Km. Pooja S. Jadiya - Independent Director

Key Managerial Personnel

  • Shri Dharmesh J. Shah - Company Secretary
  • Shri Jenik Dineshkumar Soni - Chief Financial Officer (Appointed as CFO w.e.f. October 06, 2026)

Remuneration Details

FY 2025-26 Actual Remuneration

  • Shri Saremal Champalal Soni (CMD): ₹1.75 crore
  • Shri Dineshkumar Saremal Soni (MD): ₹2.50 crore
  • Shri Jitendrakumar Saremal Soni (JMD): ₹2.50 crore
  • Independent Directors: Sitting fees only (₹0.20-0.22 lakh each)

Proposed Revision (Effective April 1, 2026)

Maximum remuneration of ₹10 crore per annum each for:

  • Shri Saremal Champalal Soni (CMD)
  • Shri Dineshkumar Saremal Soni (MD)
  • Shri Jitendrakumar Saremal Soni (JMD)

Related Party Transactions for Approval

Shareholder approval sought for following material RPTs (values represent maximum annual limits):

A1. Mr. Jenik Dineshkumar Soni (CFO)

  • Nature: Payment of salary as CFO
  • Value: Upto ₹500 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A2. Mrs. Nisha Jenik Soni

  • Nature: Payment of salary
  • Value: Upto ₹100 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A3. Mrs. Herina Dineshkumar Soni

  • Nature: Payment of salary as Jewellery Designer
  • Value: Upto ₹100 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A4. Aadhira Retail Private Limited

  • Nature: Purchase and sale of precious metals, jewellery, bars, stones
  • Value: Upto ₹100 crores per annum
  • % of FY26 turnover: 31.51%

A5. Mr. Saremal Champalal Soni

  • Nature: Payment of rent for immovable property
  • Value: Upto ₹300 lakhs per annum
  • % of FY26 turnover: 0.95%

A6. Ms. Flora J Soni

  • Nature: Payment of salary as Social Media Manager
  • Value: Upto ₹100 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A7. Mrs. Alkaben J Soni

  • Nature: Payment of salary as Senior HR Manager
  • Value: Upto ₹100 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A8. Mrs. Kiranben D Soni

  • Nature: Payment of salary as HR Manager
  • Value: Upto ₹100 lakhs per annum
  • Period: FY 2026-27 to FY 2030-31

A9. Arzish Goldcraft Private Limited

  • Nature: Purchase and sale of precious metals, jewellery, bars, stones
  • Value: Upto ₹500 crores per annum
  • % of FY26 turnover: 157.63%
  • % of related party's turnover: 69,093.94%

Dividend and Reserves

  • Dividend: No dividend recommended for FY 2025-26
  • Reserves: No amount transferred to General Reserves during the year

Corporate Governance

  • Board Meetings: 6 meetings held during FY 2025-26
  • Committee Meetings: Audit Committee (4), NRC (1), Stakeholders Committee (1), CSR Committee (1)
  • Whistle Blower Policy: Implemented, no complaints received during the year
  • CSR Spending: ₹17.32 lakhs spent against obligation of ₹17.31 lakhs

Auditors

  • Statutory Auditors: M/s. Shivam Soni & Co. (FRN: 152477W) - Proposed for reappointment
  • Secretarial Auditor: M/s. Shah & Shah Associates
  • Internal Auditor: M/s. Bharat H. Shah & Co.
  • Audit Fees: Statutory audit ₹1.00 lakh, Tax audit ₹0.25 lakh

Other Disclosures

  • Fixed Deposits: Company has not accepted any fixed deposits
  • Subsidiaries: No subsidiaries, joint ventures or associate companies
  • Material Changes: No material changes since close of financial year
  • Internal Financial Controls: Adequate and operating effectively
  • Sexual Harassment: No complaints received during the year

Shareholding Pattern (as on March 31, 2026)

  • Promoter & Promoter Group: 48.06%
  • Bodies Corporate: 1.18%
  • Individuals: 47.51%
  • NRIs: 1.37%
  • HUF: 1.83%
  • Total Shares: 33,33,14,666 equity shares
  • Dematerialized Holdings: 100%

Registrar and Transfer Agent

Bigshare Services Private Limited, Ahmedabad

Bankers

ICICI Bank Ltd.

#Tags: #AshapuriGold #AGMNotice #FY2026Results #SEBIDisclosure #RemunerationRevision #RelatedPartyTransactions #BSE