Key Agenda Items and Quantitative Figures

1. Ordinary Business: Adoption of Financial Statements

  • To receive, consider, and adopt the financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. Special Business: Preferential Issue of Convertible Warrants

  • Resolution Type: Special Resolution
  • Proposal: To issue and allot up to 46,98,32,000 (46.98 crore) fully convertible equity warrants on a preferential basis.
  • Issue Price: ₹1 (Rupee One) per warrant.
  • Total Aggregate Issue Size: ₹46,98,32,000 (₹46.98 crore).
  • Proposed Allottee: Patel Maulik Kanubhai, a public shareholder (Non-Institutional – Resident Individual).
  • Number of Warrants to Allottee: 2,21,99,562.
  • Relevant Date for Pricing: Monday, August 31, 2026.
  • Valuation & Floor Price: A valuation report dated September 08, 2026, by CS Abhishek Chhajed (IBBI/RV/03/2020/13674) determined a fair value of ₹0.52 per share. The issue price of ₹1 is above this floor price.
  • Payment Terms: 25% of the issue price (₹0.25 per warrant) payable upfront on allotment. The balance 75% payable upon conversion.
  • Conversion Terms: Each warrant is convertible into one equity share of face value ₹1. Conversion can be exercised in one or more tranches within 18 months from the date of warrant allotment.
  • Object of the Issue: To utilize proceeds for working capital requirements (95%) and general corporate purposes (5%).
  • Estimated Utilization: Working Capital: ₹44,63,40,400; General Corporate Purpose: ₹2,34,91,600; within 1 year.
  • Lock-in: Equity shares allotted upon conversion will be subject to lock-in as prescribed under SEBI ICDR Regulations.
  • Post-Issue Capital Change: The company's paid-up equity share capital will increase from 15,51,68,000 shares to 62,50,00,000 shares upon full conversion of all warrants, significantly diluting existing shareholders.

3. Special Business: Regularization of Director Appointments

  • Resolution Type: Ordinary Resolution
  • Appointment of Mrs. Khyati Bhavya Shah (DIN: 09430457) as Non-Executive Independent Director.
  • Initially appointed as an Additional Director on April 16, 2026.
  • Proposed term: 5 years, from April 16, 2026, to April 15, 2031.
  • Entitled to sitting fees for board/committee meetings.
  • Qualifications: Company Secretary, B.Com., LL.B., with over 7 years of experience in corporate laws.
  • Resolution Type: Ordinary Resolution
  • Appointment of Mr. Bharatbhai Kanjibhai Patel (DIN: 11815519) as Non-Executive Non-Independent Director.
  • Initially appointed as an Additional Director on August 27, 2026.
  • Liable to retire by rotation.
  • Entitled to sitting fees.
  • Experience: Business owner with expertise in grocery retail and inventory management.

4. Special Business: Appointment of Managing Director and Remuneration

  • Resolution Type: Special Resolution
  • Appointment of Mr. Sanjay Patil (DIN: 11912512) as Managing Director.
  • Tenure: 5 years, from August 27, 2026, to August 26, 2031.
  • Remuneration: Basic gross salary not exceeding ₹6,00,000 per annum (inclusive of all perks), with an annual increment of up to 30% year-on-year.
  • Remuneration Cap: The remuneration is subject to a limit of 5% of the company's annual net profits for the MD individually and 10% for all executive directors collectively. In case of inadequate profits, remuneration will be paid as per limits specified in Schedule V of the Companies Act, 2013.
  • Experience: Over 17 years in the gold and jewellery manufacturing industry.
  • Current Financials (Context for Remuneration): For FY 2025-26, the company reported a total income of ₹9.66 crore, expenses of ₹9.82 crore, resulting in a loss before tax of ₹(15.88) lakh and a net loss of ₹(16.23) lakh.

Dates of Action

  • AGM Date: Wednesday, September 30, 2026, at 02:00 P.M. IST.
  • AGM Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • Record Date (Cut-off) for E-Voting: Wednesday, September 23, 2026.
  • Remote E-Voting Period: Saturday, September 26, 2026 (09:00 A.M. IST) to Tuesday, September 29, 2026 (05:00 P.M. IST).
  • Warrant Allotment Timeline: To be completed within 15 days of passing the special resolution or 15 days from receipt of the last regulatory approval.

Parties Involved

  • Stock Exchange: BSE Limited (BSE)
  • Registrar and Transfer Agent (RTA): Bigshare Services Private Limited
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Himanshu Surendrakumar Gupta of M/s. Himanshu S K Gupta & Associates
  • Registered Valuer: CS Abhishek Chhajed (IBBI Registration No. IBBI/RV/03/2020/13674)

Financial and Capital Structure Impact

  • Capital Dilution: The full conversion of 46.98 crore warrants will increase the company's equity share capital from 15.52 crore shares to 62.50 crore shares, causing significant dilution for existing shareholders.
  • Fund Inflow: The company will receive a minimum of ₹11.75 crore (25% of ₹46.98Cr) upon warrant allotment and up to ₹46.98 crore upon full conversion within 18 months.
  • Utilization of Funds: The raised capital is earmarked for working capital and general corporate purposes.