AGM Details

The 7th Annual General Meeting will be held on Tuesday, 29th September, 2026 at 01:00 p.m. through Video Conferencing/Other Audio-Visual Means. The cut-off date for determining members entitled to vote is Wednesday, 23rd September, 2026. Remote e-voting commences on Friday, 25th September, 2026 at 9:00 a.m. and ends on Monday, 28th September, 2026 at 5:00 p.m.

Business to be Transacted

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended 31st March, 2026

2. Re-appointment of Mrs. Nehaben Chiragbhai Shah (DIN: 08561828) who retires by rotation

Special Business:

3. Appointment of M/s P H Shah and Co., Chartered Accountants [FRN:0115464W] as Statutory Auditors for 5 years from FY 2026-27 to FY 2030-31

4. Appointment of M/s Madhav Upadhyay and Associates, Practising Company Secretaries as Secretarial Auditors for 5 years from FY 2026-27 to FY 2030-31

Financial Performance Highlights (Standalone)

FY 2025-26 vs FY 2024-25 (₹ in Lakhs):

  • Total Income: ₹5,938.81 (prev. ₹2,925.70) - 103% increase
  • Total Expenses: ₹5,928.57 (prev. ₹2,903.30) - 104% increase
  • Profit Before Tax: ₹10.24 (prev. ₹22.40) - 54% decrease
  • Current Tax: ₹2.91 (prev. ₹3.50)
  • Deferred Tax Credit: ₹9.32 (prev. debit of ₹1.02)
  • Profit After Tax: ₹16.65 (prev. ₹19.92) - 16% decrease
  • EPS: ₹0.01 (prev. ₹0.02)

Key Financial Components:

  • Revenue from Operations: ₹5,938.79 lakhs
  • Purchase of Stock-in-Trade: ₹5,799.50 lakhs
  • Employee Benefit Expense: ₹25.67 lakhs
  • Inventory Value (closing): ₹1,718.10 lakhs
  • Trade Receivables: ₹313.76 lakhs
  • Cash & Cash Equivalents: ₹39.67 lakhs

Capital Structure

  • Authorized Share Capital: ₹13,20,00,000 (13.20 crore equity shares of ₹1 each)
  • Paid-up Share Capital: ₹13,10,52,533 (13,10,52,533 equity shares of ₹1 each)
  • No change in share capital during the year
  • No dividend recommended for FY 2025-26

Board and Management

Current Board Composition:

1. Mr. Chirag Arvind Shah - Managing Director (DIN: 08561827)

2. Mrs. Nehaben Chiragbhai Shah - Whole-time Director (DIN: 08561828)

3. Mrs. Jalpaben Jalpeshbhai Panara - Non-Executive Independent Director

4. Mrs. Geetaben Miteshkumar Prajapati - Non-Executive Independent Director

5. Mr. Prajapati Bharatkumarkhumaji - Executive Director

Key Managerial Personnel:

  • Mr. Chirag Arvindbhai Shah - Managing Director & CFO
  • Mrs. Pooja Shridhar Appa - Company Secretary and Compliance Officer

Auditor Matters

Statutory Auditors:

M/s Shah Karia & Associates, Chartered Accountants (FRN: 131546W) issued a qualified opinion on FY26 financial statements with following key qualifications:

1. Maintenance of Books: Company not maintained proper and updated books of account and financial records for GST records of branches and reconciliation

2. GST Reconciliation: Material unexplained variances between input tax credit claimed, output tax liabilities recorded, and GST portal balances. Difference of ₹3.09 lakh exists between book and portal balances

3. Inventory Valuation: Inventory records not detailed, lack item-wise identification, and lack precise valuation data. Inventory valued at ₹1,718.10 lakhs relied on estimates

4. Trade Confirmations: Unable to obtain independent external confirmations for Trade Receivables (₹313.76 lakhs) and Trade Payables (₹15.79 lakhs)

Management Response to Qualifications:

  • All books maintained and made available to auditors
  • GST reconciliation difference of ₹62,85,441 pertaining to Narol Branch sales transactions due to inadvertent GST return mismatch, since rectified
  • Inventory maintained with detailed gram-wise records, valued at actual purchase cost/net realizable value
  • Balance confirmations obtained and made available to auditors

Auditor Changes:

  • M/s Shah Karia & Associates resigned after FY closure
  • M/s P H Shah and Co. [FRN:0115464W] proposed as new Statutory Auditors for 5 years
  • M/s Neelam Somani & Associates resigned as Secretarial Auditors
  • M/s Madhav Upadhyay and Associates proposed as new Secretarial Auditors for 5 years

Regulatory and Legal Matters

SEBI Order dated 29th May 2026:

  • Against Company and MD Mr. Chirag Arvind Shah
  • Alleged violations of Sections 12A(a), 12A(b), and 12A(c) of SEBI Act read with PFUTP Regulations
  • Monetary penalty of ₹20,00,000 imposed on Mr. Chirag Arvind Shah under Section 15HA
  • Both Company and MD restrained from accessing securities market for 5 years
  • Prohibited from buying, selling, or dealing in securities
  • Appeal filed with Securities Appellate Tribunal (SAT) - matter pending

Other Compliance:

  • Secretarial Audit Report by M/s Neelam Somani & Associates contains no qualifications
  • No material pending litigations impacting financial position
  • No fraud reported during the year

Operational Highlights

  • Company operates in single business segment - jewellery retail
  • No subsidiaries, joint ventures or associate companies
  • Employee strength: 5 employees as of 31st March 2026
  • No incidents of sexual harassment reported
  • No CSR initiatives undertaken (not applicable)

Related Party Transactions

All related party transactions were conducted at arm's length and in ordinary course of business. Significant transactions include:

  • Sales to related parties: ₹477.24 lakhs
  • Purchases from related parties: ₹68.22 lakhs
  • Loans payable to related parties: ₹822.63 lakhs (Chirag Arvind Shah)

Risk Factors

Management Discussion highlights several risks:

  • Continued gold price volatility affecting affordability
  • Tightening of duty-free gold import framework
  • Dependence on US market despite tariff relief
  • Competitive pressure from unorganized sector
  • Regulatory and compliance changes

Forward-looking Statements

The outlook discusses opportunities from India-UK trade agreement, US market access, and diversification strategies. Company aims to expand physical footprint and focus on customization, personalization, and product diversification.