Nature of the Event

This is a regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to intimate the stock exchange (BSE Limited) about the notice convening an Extra-ordinary General Meeting (EGM) of the company's members.

EGM Schedule and Logistics

  • Date and Time: Monday, August 31, 2026, at 04:30 PM (IST)
  • Mode: To be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) in compliance with MCA and SEBI circulars.
  • E-voting Period: Commences on Friday, August 28, 2026, at 09:00 AM (IST) and ends on Sunday, August 30, 2026, at 05:00 PM (IST).
  • Cut-off Date: Monday, August 24, 2026. Members holding shares as of this date are entitled to vote.
  • Notice Availability: The notice is available on the company's website (www.kouradiamondjewelry.com) and on the website of National Securities Depository Limited (NSDL) (https://www.evoting.nsdl.com).

Agenda and Resolutions

The EGM has been convened to transact the following special businesses:

ITEM NO. 1: Increase in the Authorized Share Capital (Ordinary Resolution)

  • Purpose: To support overall business growth, future expansion, and operational needs for raising funds.
  • Proposal: To increase the Authorised Share Capital from the existing ₹7,20,00,000 (Rupees Seven Crores Twenty Lakhs) divided into 72,00,000 Equity Shares of ₹10 each to ₹7,40,00,000 (Rupees Seven Crores Forty Lakhs) divided into 74,00,000 Equity Shares of ₹10 each.
  • Increase: This creates an additional ₹20,00,000 (Rupees Twenty Lakhs) divided into 2,00,000 Equity Shares of ₹10 each.
  • Rights: The new shares will rank pari passu with existing equity shares.
  • Memorandum Alteration: Requires alteration of Clause V of the Memorandum of Association to reflect the new authorized capital.
  • Authority: The Board of Directors approved this proposal in their meeting on Thursday, August 06, 2026.
  • Inspection: The existing MOA with proposed alterations is available for inspection at the registered office.
  • Interest: None of the Directors, Key Managerial Personnel, or their relatives are concerned or interested in this resolution.

ITEM NO. 2: Issuance of Convertible Warrants on a Preferential Basis (Special Resolution)

  • Purpose: To raise funds for working capital requirements and general corporate purposes to enhance long-term resources and strengthen the financial structure.
  • Proposal: To issue and allot, in one or more tranches, up to 6,00,000 Convertible Warrants.
  • Terms: Each warrant carries a right to subscribe to 1 (one) Equity Share of face value ₹10 each.
  • Allottees and Allocation:

| Name | Category | Number of Warrants |

| Kamlesh Keshavlal Lodhiya | Promoter & Managing Director | 3,50,000 |

| Anil Vrujlal Jogia | Non-Promoter | 2,50,000 |

  • Issue Price: ₹37 per Warrant, including a premium of ₹27 per Warrant.
  • Total Proceeds: Aggregating up to ₹2,22,00,000 (Rupees Two Crores Twenty-Two Lakhs).
  • Utilization of Proceeds:
  • Working Capital Requirements: ₹1,77,60,000 (to be utilized within 1 year)
  • General Corporate Purposes: ₹44,40,000 (to be utilized within 1 year; includes issue expenses and does not exceed 25% of total proceeds)
  • Pricing Justification (Relevant Date: July 31, 2026):
  • The minimum price as per SEBI ICDR Regulation 164 was determined to be ₹36.48 per share.
  • A valuation certificate was obtained from Mr. Abhishek Chhajed, a Registered Valuer (IBBI Registration No. IBBI/RV/03/2020/13674), dated August 6, 2026, in accordance with Regulations 164 and 166A of SEBI ICDR Regulations.
  • The issue price of ₹37 is higher than the regulatory minimum.
  • Payment Terms:
  • At least 25% of the issue price (₹9.25 per warrant) is payable on allotment.
  • The remaining 75% (₹27.75 per warrant) is payable upon conversion.
  • Warrants lapse if not converted within 18 months from allotment, and the initial payment is forfeited.
  • Allotment Timeline: Allotment of warrants must be completed within 15 days of shareholder approval or within 15 days of receiving the last required regulatory approval.
  • Conversion Timeline: Warrants can be exercised in one or more tranches anytime within 18 months of allotment. Equity shares must be allotted within 15 days of the conversion notice.
  • Lock-in: Warrants and the resultant equity shares will be subject to lock-in as prescribed under SEBI ICDR Regulations.
  • Listing: The resultant equity shares will be listed on BSE Limited and will rank pari passu with existing shares.
  • Pre- and Post-Issue Shareholding Pattern (Assuming full conversion of 600,000 new warrants and 715,000 previously pending warrants):
  • Promoter Holding (Kamlesh Keshavlal Lodhiya): Pre-issue: 66.86% -> Post-issue: 69.39%
  • Public Holding: Pre-issue: 33.14% -> Post-issue: 30.61%
  • Anil Vrujlal Jogia (Non-Promoter): Will hold 260,000 shares or 3.54% post-issue.
  • Compliance: A certificate from M/S Dilip Swarnkar & Associates, Practicing Company Secretary, confirms compliance with SEBI ICDR Regulations.
  • Change in Control: The disclosure states there shall be no change in the management or control of the company.
  • Other Key Disclosures:
  • The company, its promoters, directors, and proposed allottees are not wilful defaulters, fraudulent borrowers, or fugitive economic offenders.
  • The company has no outstanding defaults in dividend payments or dues to SEBI/Exchanges/Depositories.
  • The company is in compliance with all continuous listing conditions.
  • The proposed allottee, Anil Vrujlal Jogia, has confirmed he has not sold any shares in the 90 days preceding the relevant date (July 31, 2026).
  • Interest: Except for Mr. Kamlesh Keshavlal Lodhiya, none of the other Directors or Key Managerial Personnel are interested in this resolution.

General Instructions for Members

  • The meeting will be conducted via VC/OAVM as per MCA and SEBI circulars. Physical attendance is not required.
  • Members can join the meeting 15 minutes before/after the scheduled time. Attendance through VC/OAVM counts for quorum.
  • Detailed instructions for remote e-voting and joining the VC/OAVM meeting are provided, including helpdesk contacts for NSDL (022-48867000) and CDSL (1800-21-09911).
  • Members who wish to speak during the meeting must register their request 7 days in advance via email.