AJC Jewel Manufacturers AGM 2026: ₹9.6cr UAE deal

Filing to BSE puts FY26 annual report and AGM notice on record

AJC Jewel Manufacturers has submitted its annual report for the financial year 2025-26 to the Bombay Stock Exchange (BSE), along with the notice for its 8th Annual General Meeting (AGM). The company positioned the filing as a compliance disclosure. It cited SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 34(1), for the annual report submission. The company is listed on the BSE SME platform and operates as a Kerala-based B2B gold jewellery manufacturer. The notice lays out the AGM date, the meeting mode, and the resolutions that shareholders will vote on. While routine items such as adoption of accounts are included, two proposals stand out for their impact on governance and ownership. One relates to revisions in remuneration for senior leadership. The other is a cross-border acquisition structured through a preferential issue and share swap.

8th AGM scheduled for September 29, 2026 via VC/OAVM

The 8th AGM is scheduled for Tuesday, September 29, 2026, at 2:00 PM IST. The company said the meeting will be conducted through video conferencing (VC) or other audio-visual means (OAVM). As per the disclosure, the annual report and AGM notice are being dispatched to members whose names appear in the Register of Members or the Register of Beneficial Owners maintained by depositories as on Friday, August 28, 2026. This eligibility cut-off is relevant for shareholder communication and participation. The notice also states that remote e-voting will be open from September 26, 2026, to September 28, 2026. For investors, the online format and e-voting window are key operational details because they define how and when resolutions can be approved. The company’s disclosure indicates that the AGM notice forms part of the FY26 annual report package submitted to the exchange.

What shareholders will vote on at the AGM

The notice lists multiple items of business. Shareholders will be asked to adopt the audited standalone and consolidated financial statements for FY 2025-26. The agenda also includes the reappointment of Mrs. Fathima Jasna Kottekattu (DIN: 10691112) as a director retiring by rotation. Beyond these regular items, the company has placed proposals to revise remuneration for key managerial personnel and directors. Another key item is a proposed acquisition of an 80% stake in AJC Jewel Manufacturers FZC (UAE) through a preferential issue of equity shares. The exchange filing also references a board meeting scheduled for September 2, 2026, with agenda highlights including a preferential issue of shares and the draft AGM notice. Together, these items make the AGM more consequential than a standard annual approval meeting. The resolutions, if passed, would change both the company’s cost structure through higher leadership pay and its capital structure through new share issuance.

Remuneration proposals: revised monthly salaries from October 1, 2026

One set of resolutions seeks shareholder approval for higher monthly remuneration for three directors, effective October 1, 2026. The Managing Director, Mr. Ashraf Perinkadakkad (DIN: 08094239), is proposed to move from ₹6.00 lakh per month to ₹7.00 lakh per month. The Whole-time Director, Mr. Mohamed Ali Cheruparambil (DIN: 10668023), is proposed to increase from ₹0.615 lakh per month (₹61,500) to ₹1.25 lakh per month. The Executive Director, Mrs. Fathima Jasna Kottekattu (DIN: 10691112), is proposed to increase from ₹1.25 lakh per month to ₹2.00 lakh per month. The disclosure notes that these revisions are based on recommendations from the Nomination and Remuneration Committee and are linked to their contributions to the company’s performance. For shareholders, these items typically involve assessing whether the revised payouts align with governance norms and the company’s reported financial outcomes for FY26. The effective date being October 1, 2026 means the revised pay structure would apply from the second half of FY27.

Preferential issue to acquire 80% stake in UAE entity

The second major proposal is a preferential issue of equity shares to facilitate an acquisition. The company proposes to acquire an 80% stake in AJC Jewel Manufacturers FZC (UAE). The structure described is a share swap rather than a cash transaction. Under the plan, AJC Jewel Manufacturers would issue up to 5,67,492 equity shares at an issue price of ₹169.16 per share (including a premium component). The proposed allottee is Mr. Afzal Rahman Perinkadakkad, described in the disclosure as a promoter-group member. In return, he would transfer his 80% stake in AJC Jewel Manufacturers FZC (UAE) to AJC Jewel Manufacturers. The company stated the transaction consideration works out to about ₹9.60 crore in total. The notice also provides a more precise total consideration figure of ₹9.599694672 crore (₹9,59,96,946.72).

Pricing, relevant date, and post-issue shareholding disclosed

The relevant date for determining the issue price was stated as August 28, 2026, which the company noted is 30 days prior to the AGM. The total number of shares proposed to be allotted is 5,67,492. The notice states that, post-issue, the proposed allottee would hold 8.55% of the post-issue share capital. The disclosure further indicates that if the allotment goes through, promoter holding in the company would climb from 56.33% to just over 60%. For existing shareholders, these figures matter because they describe dilution, control, and the resulting ownership distribution. Since the acquisition consideration is being paid through new equity, the preferential issue directly ties the company’s overseas consolidation step to a change in its capital base. The company has framed the move as a way to bring an overseas manufacturing arm more fully under the parent’s fold.

Why this structure matters for governance and minority shareholders

A preferential issue to a promoter-group member, combined with a related acquisition, typically draws attention because it affects both control and asset ownership. In this case, the transaction is explicitly non-cash and depends on shareholders approving the preferential allotment at the AGM. The disclosed post-issue promoter holding moving above 60% is a clear governance datapoint, because it indicates increased promoter control. At the same time, the company has provided specific numerical disclosures about the number of shares, the issue price, and the stake being acquired, which helps investors evaluate the structure on disclosed terms. Separately, the remuneration revisions would increase fixed monthly payouts for leadership from October 1, 2026, making the AGM a focal point for both ownership changes and compensation policy. Investors typically track such resolutions closely because they can shape long-term decision-making dynamics. The exchange filing itself is positioned as a compliance step, but the substance of the agenda is what will drive shareholder scrutiny.

Key dates and numbers from the AGM notice

What to watch next

The immediate next step is the shareholder vote at the September 29, 2026 AGM, where approval is required for the remuneration revisions and the preferential issue tied to the UAE stake acquisition. Investors will also track outcomes linked to the September 2, 2026 board meeting referenced in the filing, given its agenda focus on the preferential issue and the AGM notice. The company has already disclosed the key mechanics, including the share count, issue price, relevant date, and post-issue holding impact. For shareholders, the practical actions are participation through VC/OAVM and voting through the remote e-voting window from September 26 to September 28, 2026. The AGM will also cover the adoption of audited standalone and consolidated financial statements for FY 2025-26 and the reappointment of a director retiring by rotation. Any final approvals will depend on the resolutions passed at the meeting, as laid out in the AGM notice.