Bhakti Gems and Jewellery Ltd

Secretarial Auditor Appointment

• Type of change: Appointment of Secretarial Auditor.
• Name and role: M/s Madhav Upadhyay and Associates, Secretarial Auditor.
• Effective date: 1 September 2026.
• Term: Five years from 01.04.2026 to 31.03.2030.
• Reason: Appointment as Secretarial Auditor.
• Brief profile: Post-qualification experience in secretarial and legal matters; SEBI compliance.
• Relationships: Disclosure of relationships with directors: NA.
• Board/committee impact: Not specified.

AGM Details

• Date and mode: 25 Sep 2026, 4:00 PM via VC/OAVM
• Record date: 18 Sep 2026
• End time: 4:19 PM

Key Resolutions

• Adopt Audited Standalone Financial Statements and Board's and Auditors' Reports
• Re-appointment of Varshaben Akshaykumar Mehta as Director (retiring by rotation)
• Re-appointment of Shah Karia & Associates as Statutory Auditors; remuneration fixed
• Appointment of Madhav Upadhyay & Associates as Secretarial Auditor for five years

Voting Results

• Resolution 1 passed with 100% in favour
• Resolution 2 passed with 100% in favour
• Resolution 3 passed with 99.997% in favour; 0.003% against
• Resolution 4 passed with 100% in favour

Director Changes

• Varshaben Akshaykumar Mehta re-appointed as Director (retiring by rotation)

Auditor Appointments

• Statutory Auditors Shah Karia & Associates re-appointed; remuneration fixed
• Secretarial Auditor Madhav Upadhyay & Associates appointed for five years

Related Party Transactions

• No material related party transactions disclosed

AGM Details

• AGM held on 25 September 2026 at 4:00 PM via VC/OAVM.
• AGM concluded at 4:19 PM.
• Remote e-voting conducted 21–24 September 2026.
• Cut-off date for members: 18 September 2026.
• Total shareholders on cut-off: 8,521.
• Attendees via VC: 32 members.

Key Resolutions

• Adoption of Audited Standalone Financial Statements (Ordinary Resolution).
• Re-appointment of Varshaben Akshaykumar Mehta, retiring by rotation.
• Re-appointment of M/s Shah Karia & Associates as Statutory Auditors for five years.
• Appointment of Madhav Upadhyay and Associates as Secretarial Auditors for five years.

Voting Results

• Voting results will be submitted separately; outcomes not disclosed in filing.

Director Changes

• Re-appointment of Varshaben Akshaykumar Mehta, retiring by rotation.

Auditor Appointments

• Statutory Auditor Re-appointment: Shah Karia & Associates for five years.
• Secretarial Auditor Appointed: Madhav Upadhyay and Associates for FY2026-27 to FY2030-31.

Guru Krupa Gems and Jewellery Limited — Trading window closed from Oct 1, 2026 for the Unaudited Financial Results for the quarter and Half Year ended Sep 30, 2026; shall reopen 48 hours after the declaration of the Unaudited Financial Results the quarter and Half Year ended Sep 30th, 2026.

Financial highlights

• Revenue from operations: Rs 2,698.11 Lakhs in FY2025-26 vs Rs 11,298.13 in FY2024-25.
• Total revenue Rs 2,709.06 Lakhs in FY2025-26, down 76% YoY.
• PAT Rs 56.59 Lakhs in FY2025-26, down from Rs 67.86.
• Basic EPS Rs 0.38 in FY2025-26.
• Net worth Rs 2,475.91 Lakhs as at 31 Mar 2026.

Capital structure & liquidity

• Authorized capital Rs 1,504.00 Lakhs; issued & paid-up capital Rs 1,503.95 Lakhs.
• Total equity Rs 2,475.91 Lakhs; total assets Rs 2,581.96 Lakhs.
• Non-current borrowings Rs 49.42 Lakhs.
• Cash and cash equivalents Rs 8.70 Lakhs.
• Current ratio 49.90x; inventories Rs 1,517.80 Lakhs; trade receivables Rs 722.88 Lakhs; payables Rs 27.42 Lakhs.

Dividends & capital allocation

• Dividend not recommended for FY2025-26.
• No unclaimed dividend; no transfer to IEPF.
• Proposed preferential issue of 3.2 million shares approved but not executed; capital unchanged.

Corporate actions & governance

• Name changed to Guru Krupa Gems and Jewellery Limited; approval by BSE.
• Name change and related amendments approved in 2026.
• Rights issue proposed (32,00,000 shares); not pursued; no change in share capital.

Operations & market position

• Single reportable segment: wholesale/retail of gold and silver jewellery.
• Main revenue from gold jewellery; outsourcing to limited suppliers.
• Seasonality and wedding/festive demand; price volatility.
• BIS hallmarking and favourable budget measures support organised retailers.

Governance & controls

• Board: 9 directors; 4 independent; 1 woman; MD and Chair separate.
• Independent Directors met on 30 Mar 2026.
• Internal control system adequate; internal audit; secretarial audit appointed for 2026-31.
• RPT governance: arm's length; Audit Committee approvals.

Audit & financial reporting

• Independent Auditor: Shah Karia & Associates; unmodified opinion.
• Secretarial audit flagged Reg 6(1A) non-compliance; new secretary appointed.
• Secretarial audit discussions and governance disclosures annexed in report.

Risks & outlook

• Key risks: gold price volatility; Ahmedabad concentration; supplier base.
• Working capital intensity and seasonality; regulatory changes could affect margins.
• Outlook: FY2026-27 potential growth; focus on governance and product mix.

Internal Auditor appointment

• Type: Appointment of Internal Auditor for FY 2026-27.
• Name/Designation: Muzaffarhusen Nazirhusen Shaikh, Internal Auditor.
• Effective date/term: w.e.f. 1 September 2026; for FY 2026-27.
• Reason for change: Appointment as Internal Auditor.
• Profile: 4+ years in internal audit, assurance, taxation.
• Related party disclosure: No inter-se relation with other directors or KMP.

Secretarial Auditor Appointment

• Change type: appointment of secretarial auditor.
• Appointee: M/s Madhav Upadhyay and Associates, Practising Company Secretaries.
• Effective date: 1 September 2026.
• Term: five consecutive financial years from 01.04.2026 to 31.03.2030.
• Reason: appointment as Secretarial Auditor.
• Subject to shareholder approval at ensuing AGM.
• Brief profile: Post-qualification experience in secretarial/legal matters; exposure to SEBI, listing, FEMA, and related acts.
• Relationship disclosure: NA.
• Impact: no board/committee changes disclosed; subject to AGM approval.