Nityas Gems and Jewellery Limited Secured Aayaani Control

Nityas Gems and Jewellery Limited secured majority control of Aayaani Diamonds and Jewellery Private Limited through a Rs 24.11 crore preferential allotment approved on July 2, 2025. Nityas disclosed that it later paid outstanding call money, completing the conversion of partly paid shares into fully paid equity shares, while its subsidiary shareholding table records a 50.04% stake.

How did Nityas secure control of Aayaani Diamonds?

Nityas secured control by subscribing to 50.04% of Aayaani Diamonds’ issued and paid-up share capital through a preferential allotment, according to the acquisition disclosure. A preferential allotment is a share issue to a specified investor rather than a public offer. Nityas’ shareholders approved the subscription by special resolution on July 2, 2025, for aggregate consideration of Rs 24.11 crore.

The acquisition disclosure says Nityas was allotted 14,100,000 partly paid equity shares at Rs 171 each, comprising a Rs 10 face value and Rs 161 securities premium per share. Face value is the nominal value assigned to a share, while securities premium is the amount issued above that nominal value. At Rs 171 a share, 14,100,000 shares equal the disclosed Rs 24.11 crore consideration.

Nityas’ subsidiary shareholding table presents a different share count: it records 1,410,000 shares held by Nityas, representing 50.04% of Aayaani Diamonds’ 2,818,025 issued, subscribed and paid-up shares as of the Red Herring Prospectus date. The source does not explain the difference between the 14,100,000 shares stated in the allotment disclosure and the 1,410,000 shares stated in the later shareholding table. The 50.04% ownership percentage, rather than the inconsistent counts, is the common measure of Nityas’ majority position.

What was paid upfront and what remained as call money?

Nityas paid Rs 42.75 per share at allotment and left Rs 128.25 per share payable on call under the Rs 171 issue price. The initial Rs 42.75 comprised Rs 2.50 towards face value and Rs 40.25 towards securities premium. Call money is the remaining amount due from a holder of partly paid shares when the issuing company makes a call for payment.

Using the acquisition disclosure’s 14,100,000-share figure, the initial payment was Rs 6.03 crore and the balance call money was Rs 18.08 crore. The initial payment represented 25% of the Rs 171 issue price, while 75% remained payable on call. These calculations follow the disclosed allotment figure and should not be read as a reconciliation with the 1,410,000-share holding reported in the subsidiary table.

Nityas subsequently paid the balance call money and converted the partly paid equity shares into fully paid shares, the acquisition disclosure states. The source does not give the call date, payment date, funding source, interest terms or consequences for a delayed payment. The later Aayaani Diamonds shareholding table nevertheless records Nityas’ 50.04% interest as part of the subsidiary’s issued, subscribed and paid-up capital.

What supported the Rs 24.11 crore allotment price?

The Rs 24.11 crore preferential allotment was preceded by a June 30, 2025 valuation report for Aayaani Diamonds’ equity shares. CA Priyank Drolia, identified as a Registered Valuer for Securities or Financial Assets, issued the report to determine the fair value of the equity shares. The report date was two days before the July 2, 2025 special resolution approving Nityas’ subscription.

The disclosed Rs 171 issue price therefore had both a capital structure split, comprising Rs 10 face value and Rs 161 premium, and a stated fair-value determination process. The source does not disclose the valuation method, comparable companies, cash-flow assumptions, valuation range or the fair value conclusion. It consequently establishes the existence and timing of an independent valuation report, but not the detailed basis for the Rs 171 price.

The stated transaction sequence has three identified steps: valuation on June 30, 2025, shareholder approval on July 2, 2025, and subsequent payment of the unpaid call money. For the acquisition to result in the fully paid subsidiary holding described in the prospectus, the outstanding Rs 128.25 per share had to be paid and the partly paid shares converted. No later acquisition plan or additional subscription by Nityas is disclosed in the supplied information.

How concentrated is ownership of Aayaani Diamonds after the allotment?

Nityas is the largest reported shareholder in Aayaani Diamonds with 1,410,000 shares, or 50.04%, in the shareholding table as of the Red Herring Prospectus date. Rajnikant Lallubhai Chanchad is the second-largest holder with 533,333 shares, or 18.93%, and Savaliya Dhruv Janakbhai holds 376,321 shares, or 13.35%. Nityas’ holding is 0.04 percentage points above 50%, establishing a majority interest under the disclosed ownership distribution.

The three largest holders collectively own 82.32% of Aayaani Diamonds’ paid-up share capital. The other six shareholders collectively own 17.68%, including Samdhaan Advisors Private Limited at 9.46% and Sonalben Rajnikant Chanchad at 3.21%. This distribution means Nityas has majority ownership, while shareholders other than Nityas retain a combined 49.96% interest.

Aayaani Diamonds has authorised share capital of Rs 3 crore, divided into 3,000,000 equity shares of Rs 10 each. Its issued, subscribed and paid-up share capital is Rs 2.82 crore, divided into 2,818,025 equity shares of Rs 10 each. The stated capital structure leaves 181,975 authorised but unissued shares, although the source does not state whether Aayaani Diamonds intends to issue them.

What business entered Nityas’ subsidiary group?

Nityas added a jewellery-focused subsidiary operating within the wider gems and jewellery field. Aayaani Diamonds was incorporated on April 26, 2022 under the Companies Act, 2013, and has its registered office in Surat, Gujarat. Nityas lists the acquisition of a 50.04% stake in Aayaani Diamonds in 2025 among its corporate milestones.

Aayaani Diamonds’ stated business includes manufacturing, trading, designing and processing jewellery and related products, including gold, silver, platinum, bullion, gems and ornaments. Its objects also cover natural, synthetic, imitation, precious and semi-precious stones. The company may operate as a manufacturer, trader, agent, broker, stockist, distributor and service provider in wholesale and retail activities.

Nityas had two subsidiaries as of the Red Herring Prospectus date: Aayaani Diamonds and Ratna LGD Private Limited. Nityas holds 51.00% of Ratna LGD, compared with 50.04% of Aayaani Diamonds. The source states that Ratna LGD ceased to qualify as a material subsidiary following updated Fiscal 2026 financial information and the applicable materiality criteria under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations; it does not disclose an equivalent materiality determination for Aayaani Diamonds.

Conclusion

Nityas obtained a 50.04% interest in Aayaani Diamonds through a Rs 24.11 crore preferential allotment structured with 25% paid at allotment and 75% initially left as call money. The subsequent call-money payment and conversion into fully paid shares completed the disclosed funding structure, while the prospectus identifies Aayaani Diamonds as one of Nityas’ two subsidiaries.

The next point to watch is whether later disclosures reconcile the acquisition section’s 14,100,000 allotted-share figure with the subsidiary table’s 1,410,000 shares held by Nityas. The supplied disclosure gives no explanation for that difference and no future capital plan for Aayaani Diamonds, while it does show that subsidiary materiality can change after updated Fiscal 2026 financial information, as occurred for Ratna LGD.