Jetmall Spices and Masala Ltd

Artemis ADR Marketplace Limited: Trading window closed from Oct 1, 2026 until 48 hours after declaration of financial results for the half-year ended Sept 30, 2026

AGM Details

• AGM held on 21-09-2026 at 12:30 PM via VC/OAVM
• Record date: 14-09-2026
• Meeting duration about 25 minutes
• Total resolutions passed: 4

Resolutions and outcomes

• Resolution 1 (Ordinary): Adopt Audited Financial Statements and Reports; passed with all votes in favour
• Resolution 2 (Ordinary): Appoint M/s K Singh & Associates as Statutory Auditor for four years; passed
• Resolution 3 (Ordinary): Re-appoint Arti Chadda by rotation; passed
• Resolution 4 (Special): Ratify name-change certificate; passed

Dividend and related-party notes

• Dividend: no proposal or declaration
• Related-party transactions: none disclosed as material

Directors and auditors

• Auditor appointment: M/s K Singh & Associates appointed as Statutory Auditor till 2030
• Director: Arti Chadda re-appointed by rotation

Other material approvals

• Name change: certificate ratified in connection with proposed change of company name

Resignation details

• Name and designation: Shrey Aggarwal, Whole Time Director.
• Type of directorship: Executive/Whole-Time Director.
• Effective date of resignation: 22 September 2026.
• Reason: Resignation as Additional Director, to be designated as Whole Time Director.
• Annexure A contains the resignation letter.

AGM Details

• AGM held Sept 21, 2026 at 12:30 IST via VC/OAVM.
• Chairman: Shrey Aggarwal, Whole-time Director, chaired proceedings.
• Record date: Sept 14, 2026; on-record shareholders: 108.
• Meeting duration: 12:30–12:55 IST.
• Shareholders present: 26 via video; promoter group attendance: none.
• E-voting window: Sept 18 9:00 to Sept 20 17:00; voting during AGM also.
• Scrutinizer: Nishant Jain, Practising Company Secretary.
• Financials taken as read; no qualifications in Statutory Audit.
• Secretarial Audit observations addressed in Board Report.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended March 31, 2026 with Directors' and Auditors' reports.
• Ordinary: Appoint M/s K Singh & Associates as Statutory Auditor for four years; remuneration to be mutually agreed.
• Ordinary: Re-appoint Arti Chadda by rotation.
• Special: Ratification of certificate for change of name.

Voting Outcome

• Voting results pending; to be announced within two days.

AGM notice and AR access

• 14th AGM scheduled for 21 September 2026, conducted via VC/OAVM.
• Annual Report FY 2025-26 to be accessed electronically; notice sent to unregistered emails.
• AR available at Artemis ADR website; registered shareholders instructed to register KYC details.
• Exemptions by MCA/SEBI permit electronic dispatch of AGM notice and AR.
• Contact guidance provided via Cameo Wisdom portal and toll-free line for clarifications.

AGM details

• 14th AGM on 21 Sep 2026 at 12:30 IST via VC/OAVM.
• Register of Members and share transfers closed 15–21 Sep 2026.
• Voting cut-off date fixed at 14 Sep 2026.

Resolutions proposed

• Ordinary: adopt Audited Financial Statements and reports.
• Ordinary: appoint M/s K Singh & Associates as Statutory Auditor for four years.
• Ordinary: re-appoint Arti Chadha as Director (Non-Executive) by rotation.
• Special: ratify certificate for name change and bifurcation details; authorize filings.

Dividend

• No dividend proposed due to loss.

Board and directors

• Resignations of several directors in Sep 2025; new board formed under new management.
• Unni Krishnan Nair appointed Manager in Sep 2025; resigned Aug 10, 2026.
• As of 31 Mar 2026, board includes Shrey Aggarwal (WD), Vivek Sethi, Harpreet Singh, Arti Chadha.

Auditors

• Statutory auditor: M/s K Singh & Associates appointed for 2025-26; term up to 2030; remuneration to be fixed by Board.

Material related party transactions

• Jupitice Justice Technologies Private Limited – services, ₹584.71 Lakhs.
• Aeren IT Solution Private Limited – rent paid, ₹37.43 Lakhs.
• Loans from promoter/related parties disclosed; terms described.

Other material approvals

• Convertible warrants: up to 98.58 lakh warrants at ₹36; 75% paid; 18-month exercise window.
• Agreement with Jupitice Justice Technologies Pvt. Ltd. for ADR marketplace development.

Financials at a glance

• Revenue from operations: 37.75 Lakh in FY2025-26; prior year 73.55.
• Total revenue: 57.93 Lakh; prior year 79.94.
• PAT: -74.93 Lakh; PBT: -82.37 Lakh; Deferred tax: 7.45.
• EPS (Basic): -1.25; Diluted: -0.47.
• Cash and cash equivalents: ₹2,000.00 Lakh; prior year ₹41.35.

Revenue by segment and ADR pivot

• ADR revenue: 20.00 Lakh; spices revenue: 17.75 Lakh.
• Total revenue from operations: 37.75 Lakh; ADR started mid-year.
• ADR segment commenced 15 Dec 2025; full-year impact not yet.
• Revenue disaggregated under Ind AS 115; prior period relates to old business.

Capital structure & liquidity

• Authorized share capital: ₹22 crore; paid-up capital: ₹5.99 crore.
• Warrants: 98.58 Lakh; issue price ₹36; 75% received.
• Net worth: ₹3,444.84 Lakh; total assets ₹3,497.98 Lakh.
• Financing cash inflow ₹2,689.83 Lakh; operating cash flow outflow ₹(194.46) Lakh.

Strategic shifts & corporate actions

• Change in main object to ADR services; approved Dec 14, 2025.
• Name changed to Artemis ADR Marketplace Limited; certificate May 13, 2026.
• Registered office shifted to Chandigarh; Aug 9, 2025.

Governance & management changes

• Board reconstituted Sept 2025; four directors including two independents.
• Audit Committee reconstituted 01.09.2025; Chair Harpreet Singh.
• Secretarial auditors: Nishant Jain & Associates; deposits approvals pending.

Audit highlights & accounting notes

• Key audit matter: ₹584.71 L capitalization of ADR infrastructure as CWIP.
• Trade receivables and loans recoverability analyzed; balances ₹772.10 L.
• Exceptional items: ₹32.89 L; assets written off ₹17.54 L; loss on sale ₹15.34 L.

Related party disclosures

• RPTs with Jupitice Justice Technologies ₹584.71 L; Aeren IT Solutions ₹37.43 L.
• Promoter-related loans disclosed; arm's length terms; approvals by AC/Board.

Risks & outlook

• ADR business faces confidentiality, data security, regulatory, and adoption risks.
• Outlook remains positive with growth potential; execution and regulatory risks acknowledged.