Key Dates and Logistics

  • AGM Date & Time: Friday, September 4, 2026, at 11:30 AM IST
  • AGM Mode: Video Conference (VC) or Other Audiovisual Means (OAVM)
  • Record Date for E-Voting: 28th August 2026
  • Remote E-Voting Period: Begins on 1st September 2026 and ends on 3rd September 2026
  • AGM Convened pursuant to: MCA Circulars No. 14/2020, 17/2020, 20/2020, 02/2022, 10/2022, 09/2023, and 09/2024

Ordinary Business

Item No. 1: Adoption of Financial Statements

To receive, consider, and adopt the Audited Financial Statements for the financial year ended 31st March 2026, comprising the Balance Sheet, Profit and Loss Account, and Cash Flow Statement, together with the Reports of the Board of Directors and Auditors.

Special Businesses

Item No. 2: Regularisation of Mrs. Aksha Mohit Kamboj (DIN: 03347200)

To appoint Mrs. Aksha Mohit Kamboj as a Non-Executive Non-Independent Director, liable to retire by rotation. She was initially appointed as an Additional Director (Non-Executive Non-Independent) effective 27th April 2026.

Item No. 3: Regularisation of Mr. Sukumar Anand Shetty (DIN: 03540525)

To appoint Mr. Sukumar Anand Shetty as a Non-Executive Non-Independent Director, liable to retire by rotation. He was initially appointed as an Additional Director (Non-Executive Non-Independent) effective 27th April 2026.

Item No. 4: Regularisation and Appointment of Ms. Vaishali Sharad Lad (DIN: 10252839) as Whole-Time Director

To appoint Ms. Vaishali Sharad Lad as a Whole-Time Director for a term of five consecutive years, from 24th July 2026 to 23rd July 2031. Her appointment is proposed at NIL remuneration as the Company is in a business establishment and restructuring phase. She was initially appointed as an Additional Director (Non-Executive) on 27th April 2026, and her designation was changed to Additional Director – Executive (Whole-Time Director) on 24th July 2026.

Item No. 5: Regularisation of Mr. Vaibhav Agarwal (DIN: 11267514) as Non-Executive Independent Director

To appoint Mr. Vaibhav Agarwal as a Non-Executive Independent Director for a term of up to 5 years, effective from 21st July 2026. He is entitled to sitting fees for Board/Committee meetings and may be paid professional fees for strategic advice, provided the services are of a professional nature and he possesses the requisite qualifications.

Item No. 6: Regularisation of Mr. Rajesh Chunilal Bhojani (DIN: 01804482) as Non-Executive Independent Director

To appoint Mr. Rajesh Chunilal Bhojani as a Non-Executive Independent Director for a term of up to 5 years, effective from 21st July 2026. He is entitled to sitting fees for Board/Committee meetings and may be paid professional fees for strategic advice, provided the services are of a professional nature and he possesses the requisite qualifications.

Item No. 7: Regularisation of Mr. Arjun Bikas Dutta (DIN: 11845860) as Non-Executive Independent Director

To appoint Mr. Arjun Bikas Dutta as a Non-Executive Independent Director for a term of up to 5 years, effective from 23rd July 2026. He is entitled to sitting fees for Board/Committee meetings and may be paid professional fees for strategic advice, provided the services are of a professional nature and he possesses the requisite qualifications.

Item No. 8: Shifting of Registered Office and Alteration of MOA (Special Resolution)

To shift the Registered Office of the Company from the State of Tamil Nadu to the State of Maharashtra, subject to confirmation from the Regional Director, Ministry of Corporate Affairs. The rationale is to align the Registered Office with the new management based in Mumbai for efficient decision-making and to support the proposed expansion.

Item No. 9: Alteration of the Object Clause of the MOA (Special Resolution)

To alter the Main Object Clause (Clause III) of the Memorandum of Association to enable the Company to commence a new line of business in the bullion and precious metals sector. The proposed new objects include businesses related to goldsmiths, jewellers, bullion trading, mining, metallurgy, and operating online/offline trading platforms for precious metals and stones.

Item No. 10: Approval for Sale of Fixed Assets (Special Resolution)

To approve the sale of machinery situated at the Registered Office of the Company. The consideration is to be decided by the Board based on market valuation. The proceeds are intended to be used for working capital requirements, investment in the proposed new business activities, and general corporate purposes. The Board granted in-principle approval for this sale on 6th August 2026.

Item No. 11: Increase in Authorised Share Capital and Alteration of MOA (Ordinary Resolution)

To increase the Authorised Share Capital of the Company from ₹15,00,00,000 (divided into 3,00,00,000 equity shares of ₹5 each) to ₹40,00,00,000 (divided into 8,00,00,000 equity shares of ₹5 each). The increase is intended to support the Company's proposed expansion into the retail and bullion business and provide financial flexibility.

E-Voting and AGM Participation Details

The document provides extensive instructions for shareholders to participate in the AGM via VC/OAVM and to cast their votes electronically through the CDSL platform. The facility for remote e-voting is provided in accordance with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020.

Financial and Capital Structure Impact

  • Authorised Share Capital Change: Increase from ₹15 crore to ₹40 crore, subject to shareholder approval.
  • Remuneration Impact: The appointment of the Whole-Time Director (Ms. Vaishali Sharad Lad) is at nil remuneration, resulting in no immediate cash outflow.
  • Asset Sale Impact: The sale of fixed assets (machinery) will generate cash inflow; the amount is not quantified but will be based on market valuation.
  • Professional Fees: Potential future cash outflow for professional fees payable to Independent Directors (Vaibhav Agarwal, Rajesh Bhojani, Arjun Dutta), subject to Board approval and within statutory limits; quantum not specified.

Governance and Compliance

  • All proposed director appointments are based on the recommendations of the Nomination and Remuneration Committee.
  • The necessary director consents (DIR-2), declarations of independence (for IDs), and DIR-8 forms have been obtained.
  • Draft letters of appointment for Independent Directors are available for inspection at the Registered Office.
  • The explanatory statement provides detailed profiles, expertise, and disclosures for all directors proposed for appointment, as required under Regulation 36(3) of SEBI LODR and Secretarial Standard-2.