Key Financial Figures (FY 2025-26)

  • Revenue from Operations: ₹713.60 lakhs (previous year: ₹4,001.77 lakhs) - 82.17% decline
  • Other Income: ₹252.57 lakhs (previous year: ₹375.31 lakhs) - 32.70% decline
  • Total Income: ₹966.17 lakhs (previous year: ₹4,377.08 lakhs)
  • Total Expenses: ₹982.05 lakhs (previous year: ₹4,366.04 lakhs)
  • Net Loss: ₹16.23 lakhs (previous year: Net Profit of ₹16.31 lakhs)
  • Basic EPS: ₹(0.01) (previous year: ₹0.01)
  • Share Capital: ₹15,51,68,000 (15.52 crore equity shares of ₹1 each)
  • Authorized Capital: ₹62,50,00,000 (62.50 crore equity shares of ₹1 each)

Preferential Issue Proposal

Resolution 2: To consider and approve issuance of up to 46,98,32,000 fully convertible equity warrants

  • Issue Price: ₹1 per warrant
  • Total Issue Size: ₹46,98,32,000 (₹46.98 crore)
  • Conversion: Each warrant convertible into 1 equity share within 18 months
  • Payment Terms: 25% payable upfront, 75% payable on conversion
  • Objects: 95% for working capital requirements (₹44.63 crore), 5% for general corporate purpose (₹2.35 crore)
  • Relevant Date for Pricing: Monday, August 31, 2026
  • Allottees: 15 entities including individuals, partnership firms, and body corporates
  • Major Allottees: Venece Merchandise Private Limited (12,92,03,800 warrants), Patel entities (2,21,99,562 each), N N Financial Advisory (3,10,79,387 warrants), P J Finserv (3,10,79,387 warrants)
  • Lock-in: As prescribed under SEBI ICDR Regulations
  • Valuation Report: Floor price determined at ₹0.52 per share by CS Abhishek Chhajed, Registered Valuer

Director Appointments

Resolution 3: Regularization of Mrs. Khyati Bhavya Shah (DIN: 09430457) as Non-Executive Independent Director

  • Tenure: 16th April, 2026 to 15th April, 2031 (5 years)
  • Qualifications: Company Secretary, LLB, BCom with 7+ years experience
  • Current Directorships: Prime Fresh Limited, JFL Life Sciences Limited, Dhaval Packaging Limited, etc.

Resolution 4: Regularization of Mr. Bharatbhai Kanjibhai Patel (DIN: 11815519) as Non-Executive Non-Independent Director

  • Experience: Business owner with expertise in grocery store operations and inventory management

Resolution 5: Regularization of Mr. Sanjay Patil (DIN: 11912512) as Managing Director

  • Tenure: 27th August, 2026 to 26th August, 2031 (5 years)
  • Remuneration: Basic gross salary not exceeding ₹6,00,000 per annum with annual increment up to 30%
  • Experience: 17+ years in gold and jewellery manufacturing industry

Board Composition (as of 31.03.2026)

  • Mr. Dharamjit Bhupatsinh Mori: Whole-time Director & CFO (till 07.09.2026)
  • Mr. Rajat Raja Kothari: Independent Director
  • Mrs. Nisha Sukhdevbhai Parmar: Independent Director (till 15.04.2026)
  • Mr. Rajesh Chinubhai Sutaria: Additional Non-Executive Director (w.e.f 24.03.2026, till 06.09.2026)

Auditor Qualifications

Statutory Auditor (M/s. DDS & Associates) qualified opinion on:

1. Lack of clear MSME creditor classification

2. Outstanding TDS balance of ₹24.33 lakh (FY 2022-23) and ₹5.79 lakh (earlier years) without adequate documentation

3. Unsecured advances/loans of ₹1,526.97 lakh without formal agreements or interest charges

4. Unsecured loans received of ₹356.23 lakh without formal agreements or interest provisions

5. Grant income recognition of ₹247.78 lakh for skill development projects without adequate documentation

6. Incomplete supporting documentation for purchase/sales transactions

7. Non-use of accounting software with audit trail facility

Secretarial Auditor (M/s. Himanshu S K Gupta & Associates) qualification:

  • Non-appointment of Internal Auditor for FY 2025-26

AGM Details

  • Date: 30th September, 2026
  • Time: 02:00 PM
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Deemed Venue: 7th Floor, 722, Gala Empire, Drive in Road, Opp. TV Tower, Thaltej Road, Ahmedabad-380054
  • Cut-off Date: 23rd September, 2026
  • Remote e-Voting Period: 26th September, 2026 (09:00 AM) to 29th September, 2026 (05:00 PM)

Other Material Information

  • Listed at: BSE SME Platform
  • Registrar & Share Transfer Agent: Bigshare Services Private Limited
  • Bankers: HDFC Bank Ltd., Shree Kadi Nagarik Sahakari Bank Ltd., Punjab National Bank, Indusind Bank, ICICI Bank Ltd., Jammu & Kashmir Bank Ltd., Kotak Mahindra Bank Limited
  • No dividend declared for FY 2025-26
  • No deposits accepted during the year under review
  • No subsidiary, joint venture or associate companies
  • Vigil Mechanism policy in place for directors and employees

Capital Structure Impact

If all warrants are converted, the post-issue paid-up capital would increase from 15.52 crore shares to 62.50 crore shares, resulting in significant dilution for existing shareholders.

Financial Impact

The preferential issue would bring in ₹46.98 crore primarily for working capital requirements. The financial impact of auditor qualifications is not quantified in the disclosure.