EGM Business Items

Item 1: Appointment of Mr. Mithun Padam Sacheti (DIN: 01683592) as Non-Executive Director

  • Resolution Type: Ordinary Resolution
  • Appointed as Additional Director (Non-Executive, Non-Independent) effective May 12, 2026
  • Holds office until ensuing Annual General Meeting
  • Member of promoter group as per SEBI ICDR Regulations
  • Voluntarily waived entitlement to sitting fees and reimbursement of expenses
  • Holds 31,43,764 shares in the company as of June 30, 2026
  • Qualifications: Bachelor's degree in Commerce from Sydenham College, certified gemologist from GIA California
  • Experience: Founder of CaratLane, transformed Indian jewelry landscape, numerous industry awards

Item 2: Appointment of Mr. Muraarie Rajan (DIN: 02756837) as Independent Director

  • Resolution Type: Special Resolution
  • Appointment for 5-year term from May 12, 2026 to May 11, 2031
  • Qualifications: Bachelor of Commerce (University of Madras), UK Chartered Accountant, MBA from MIT Sloan
  • Experience: 35+ years in corporate strategy, investment banking; worked with McKinsey, Credit Suisse, J.P. Morgan, Piramal Enterprises, JSW Group
  • Skills: International business, financial and risk management, mergers and acquisitions, capital raising
  • No shareholding in the company
  • Entitled to sitting fees as approved by Board

Item 3: Re-designation of Mr. Vikash Mittersain (DIN: 00156740) as Founding Chairman and Remuneration Approval

  • Resolution Type: Special Resolution
  • Re-designation from "Chairman & Managing Director" to "Founding Chairman" (Non-Executive Director)
  • Term: 5 years from June 1, 2026 to May 31, 2031
  • Remuneration Package:
  • Fixed remuneration: ₹75,00,000 per annum payable monthly
  • Benefits and facilities: Maximum ₹10,00,000 per annum
  • Additional: Sitting fees for board/committee meetings and reimbursement of business expenses
  • Special approvals required:
  • Remuneration exceeding 1% of net profits under Sections 197/198 of Companies Act
  • Minimum remuneration provision for FY2026-27 to FY2028-29 in case of no/inadequate profits
  • Remuneration exceeding 50% of total non-executive director remuneration for FY2026-27
  • Continuation as director beyond age 75 (will attain 75 during tenure)
  • Current remuneration (FY2025-26): ₹1.51 crores
  • Shareholding: 2,000 shares as of June 30, 2026
  • Founder of company (1999), associated since incorporation
  • Father of Mr. Nitish Mittersain (Managing Director & CEO)

Financial Context

  • Company has no outstanding borrowings and no default in payment dues
  • Standalone financial performance (FY2025-26): Revenue from operations ₹7,384 lakh, loss of ₹93,497 lakh
  • Consolidated financial performance (FY2025-26): Revenue from operations ₹1,82,898 lakh, loss of ₹2,175 lakh
  • Loss attributed to regulatory developments, increased competition, and impairment losses

Voting Arrangements

  • Remote e-voting period: August 5, 2026 (9:00 a.m.) to August 9, 2026 (5:00 p.m.)
  • Cut-off date for voting rights: August 3, 2026
  • Scrutinizer: CS Sandhya Malhotra of Manish Ghia & Associates
  • Results to be declared within 2 working days post-EGM
  • EGM conducted via VC/OAVM with capacity for 1,000 members on first-come basis