AGM Details

The 8th Annual General Meeting of Glaam Up Jwel Limited is scheduled to be held on Tuesday, September 29, 2026 at 03:30 PM (IST) through Video Conferencing/Other Audio Visual Means. The deemed venue is the Registered Office at Office Flat No.1111-A, 11th Floor, Indra Prakash Building, 21 Barakhamba Road, New Delhi-110001.

Remote E-Voting Arrangements

Register Closure Period

The Register of Members and Share Transfer Books will remain closed from Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive).

Business to be Transacted

Ordinary Business:

1. Item 1: To receive, consider and adopt the audited financial statements for FY 2025-26 together with Board Report and Auditors' Report

2. Item 2: To reappoint Mr. Jagdip Panachand Vora (DIN: 09518891) who retires by rotation

Special Business:

3. Item 3: Appointment/Regularization of Mr. Nirav Khatri (DIN: 11651384) as Managing Director for 5 years from September 7, 2026 to September 6, 2031 (Special Resolution)

4. Item 4: Regularization of Mr. Urvik Dipakbhai Joshi (DIN: 11701673) as Independent Director for 5 years (Ordinary Resolution)

5. Item 5: Regularization of Mr. Vicky Deepakkumar Shah (DIN: 11112376) as Director (Ordinary Resolution)

6. Item 6: Approval to borrow funds up to ₹100 crores under Section 180(1)(c) of Companies Act, 2013 (Special Resolution)

7. Item 7: Approval to create charge on assets up to ₹100 crores under Section 180(1)(a) (Special Resolution)

8. Item 8: Approval for loans, guarantees, securities and investments up to ₹100 crores under Section 186 (Special Resolution)

9. Item 9: Approval for loans/guarantees to entities where directors are interested under Section 185 up to ₹100 crores (Special Resolution)

Financial Performance Summary (FY 2025-26)

  • Revenue from Operations: ₹12.39 crore (Previous year: ₹12.26 crore)
  • Other Income: ₹0.01 lakh (Previous year: ₹13.73 lakh)
  • Total Revenue: ₹12.39 crore (Previous year: ₹12.40 crore)
  • Total Expenses: ₹12.23 crore (Previous year: ₹12.38 crore)
  • Profit Before Tax: ₹16.33 lakh (Previous year: ₹1.89 lakh)
  • Tax Expense: ₹4.56 lakh (Current tax) + ₹0.12 lakh (prior year) - ₹0.22 lakh (deferred tax)
  • Net Profit: ₹11.87 lakh (Previous year: ₹1.01 lakh)
  • EPS (Basic & Diluted): ₹0.12 (Previous year: ₹0.01)

Capital Structure

  • Authorized Share Capital: ₹10.50 crore (1.05 crore equity shares of ₹10 each)
  • Paid-up Share Capital: ₹10.02 crore (1.00 crore equity shares of ₹10 each)
  • No change in share capital during the year
  • No dividend recommended for FY 2025-26

Director Changes

During FY 2025-26:

  • Mr. Mayabhai Bhikhabhai Kotar appointed as Additional Director on June 19, 2025

Subsequent to year-end:

  • Mr. Mayabhai resigned on August 24, 2026
  • Mr. Nirav Khatri appointed as Additional Director on August 25, 2026
  • Mr. Urvik Dipakbhai Joshi appointed as Independent Director on September 7, 2026
  • Mr. Vicky Deepakkumar Shah appointed as Director on September 7, 2026

Key Managerial Personnel

  • Mr. Amit Gupta: Managing Director & CFO
  • Mr. Arjun Dhingra: Company Secretary

Legal and Regulatory Contingencies

Axis Bank Debt Default

  • Credit facility of ₹2 crore with Axis Bank Limited
  • Default in repayment with outstanding of ₹2.06 crore as of balance sheet date (since December 31, 2019)
  • Bank applied to Debt Recovery Tribunal-III, Delhi for recovery
  • DRT order dated December 21, 2020 restrains Company from selling/transferring mortgaged property (commercial shop owned by Director Mrs. Pushpa Gupta)
  • Next hearing date: July 28, 2026
  • No provision made for interest payable on outstanding amount

GST Adjudication Order

  • Order dated December 26, 2026 from Joint Commissioner, Adjudication, CGST Delhi North
  • Company held as non-genuine taxable entity alleging fraudulent availment of Input Tax Credit
  • Penalty of ₹2,223.54 lakh (₹222.35 crore) levied under CGST Act, 2017
  • Management believes penalty is not sustainable and intends to pursue legal remedies
  • Disclosed as contingent liability, no provision recognized in books

Auditor Qualifications

Statutory Auditors (M/s Kapish Jain & Associates) issued qualified opinion citing:

1. No provision for interest on Axis Bank default despite DRT proceedings

2. No provision for GST penalty of ₹222.35 crore despite adjudication order

Internal Financial Controls

Auditors issued disclaimer of opinion on internal financial controls, stating the Company has not established internal financial controls over financial reporting based on essential components of internal control.

Other Significant Disclosures

  • Company changed name from Gleam Fabmat Limited to Glaam Up Jwel Limited effective December 15, 2025
  • Registered office shift from Delhi to Gujarat approved but not implemented due to inability to identify suitable location
  • GST registration in Delhi cancelled on August 6, 2021; operations moved to Gujarat with new registration from January 20, 2023
  • Stock of ₹304.44 lakh located at sealed premises in Delhi due to Axis Bank loan default
  • No maintenance of adequate inventory records; valuation based on management representation

Related Party Transactions

  • Unsecured borrowings from directors: Mr. Anil Kumar Gupta (₹302.14 lakh), Mrs. Pushpa Gupta (₹4.12 lakh), Mr. Amit Gupta (₹15.21 lakh), Mr. Arun Gupta (₹1.40 lakh), Mr. Ajay Maruda (₹10.09 lakh)

Board and Committee Meetings

  • 7 Board meetings held during FY 2025-26
  • 3 Audit Committee meetings held
  • 1 Nomination and Remuneration Committee meeting held
  • 1 Stakeholders Relationship Committee meeting held