Kenrik Industries Ltd

AGM Details

• Date and time: 29 September 2026, 02:00 PM; mode: physical at Registered Office.
• Remote e-voting period: 26 September 2026 9:00 AM to 28 September 2026 5:00 PM.
• Voting cut-off entitlements date: 22 September 2026.

Resolutions

• Resolution 1 (ordinary): Adoption of financial statements for FY 2025-26; passed with majority.
• Resolution 2 (ordinary): Appointment of director liable to retire by rotation; passed.

Dividend

• Dividend: not proposed or declared.

Other Governance

• All resolutions passed; no votes against; no material related party transactions disclosed.

AGM Details

• AGM held on 29 September 2026 at 02:00 P.M. IST at the registered office (physical).

Ordinary Resolutions

• Adoption of financial statements for FY 2025-26 (ordinary resolution).
• Appointment of director liable to retire by rotation.

Voting Status

• Voting results not disclosed; will be published on BSE within 2 working days.

Kenrik Industries Limited — Trading Window closed from 1 October 2026 until the end of 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026.

Offer overview

• Open Offer to acquire 32,49,454 shares, 26% of KIL, at Rs 10 per share.
• Maximum consideration Rs 3.2494 crore; payment in cash.
• Acquirer: Darsh Advisory Private Limited; bid under SEBI SAST regulations.

Funding & consideration

• Financed from own resources; no borrowings from banks or financial institutions.
• Escrow deposits Rs 82 Lakh; minimum 25% of maximum consideration.

Promoter change & ownership

• Post-Offer, acquirer would hold 98.01% of KIL; promoters relinquish control.
• Promoters to reclassify as Public; new promoter is the Acquirer.

Timeline & identifiers

• Tendering period 22 Oct 2026 to 4 Nov 2026; Identified Date 7 Oct 2026.

Regulatory & governance implications

• Post-completion, MPSR risk; undertakes to restore public shareholding to 75% within 12 months.
• KIL listed on BSE SME; 72.01% promoter stake under lock-in; market lot 6000.

Book closure details

• Book closure: 23 Sep 2026 to 29 Sep 2026 (inclusive).
• Purpose: 10th Annual General Meeting.
• Security: Equity shares (Scrip: 544398).
• Record date for voting entitlement: 22 Sep 2026.
• E-voting window: 26 Sep 2026 09:00 to 28 Sep 2026 17:00.
• AGM date: 29 Sep 2026.

Financials

• Total revenue from operations: 8020.18 Lakhs in FY2025-26.
• Profit after tax: (0.38) Lakhs in FY2025-26.
• FY2024-25 revenue 7478.58 Lakhs; PAT 99.31 Lakhs.

Capital & IPO

• IPO completed May 9, 2025; listed on BSE SME.
• 34,98,000 shares issued; paid-up capital after IPO ₹1249.79 Lakhs.
• Authorized capital ₹1300 Lakhs.

Governance & Compliance

• Board as of 31-03-2026: 5 directors; MD chairs.
• Statutory auditor: VSSB & Associates; Secretarial auditor: Dharti Patel & Associates.
• Corporate Governance Report non-applicable; SME listing.

Dividend & Capital Allocation

• Dividend for FY2025-26: not declared.
• Retained earnings to fund growth; no transfer to reserves.

Related Party Transactions

• RPT remuneration: Zalakben Gajjar ₹1.48 L, Sweta Panchal ₹0.57 L.
• Directors Nihar Shah and Nitin Shah remuneration: Nil; Rent to Manisha Shah ₹0.75 L.
• All RPTs on arm's length and ordinary course.

Outlook & Risks

• Industry trend: branded, organized jewellery growth; Tier II/III expansion potential.
• Risks: gold price volatility; regulatory changes; macro conditions.
• Company risk management and compliance measures.

Audit & Compliance

• Secretarial audit: Dharti Patel; no material findings.
• Insider trading and related compliance: SEBI regulations followed; UPSI controls implemented.

Material Changes

• No material changes between board report date and year-end.

AGM details

• Date and time: 29 September 2026 at 2:00 PM IST.
• Mode: physical AGM at registered office; remote e-voting available.
• Books/records closed: 23 Sep 2026 to 29 Sep 2026.

Resolutions

• Item 01: Adoption of Audited Standalone Financial Statements for FY 2025-26.
• Item 02: Re-appoint Nihar Nitinbhai Shah as Director liable to rotation.

Voting logistics

• Remote e-voting window: 26 Sep 2026 to 28 Sep 2026; cut-off 22 Sep 2026.

Director information

• Nihar Nitinbhai Shah to be appointed as Non-Executive Director (DIN 07714540).
• Shareholding as on 31 Mar 2026: 2,956,600 shares.

Open Offer Overview

• Acquirer: Darsh Advisory Private Limited; PACs: not disclosed.
• Target: Kenrik Industries Limited.
• Trigger: Open Offer under SEBI SAST due to substantial acquisition and control change.

Offer Details

• Offer size: 32,49,454 equity shares, 26.00%.
• Offer price: Rs 10 per share; total Rs 3,24,94,540.
• Mode of payment: Cash.
• Type: Triggered offer under Regulations 3(1) & 4 following SPA.

Transaction Background

• SPA dated 27 Aug 2026 with outgoing promoters for 89,99,500 shares (72.01%).
• Post-SPA, acquirer holds 72.01%, triggering control and promoter change.
• Sellers cease to be promoters; reclassified under LODR.
• Underlying transaction triggers open offer under SEBI (SAST) Regulations 2011.

Post-Offer Impact

• Pre-transaction acquirer holding: 0%.
• Post-transaction holding: 89,99,500 shares, 72.01%.
• Acquirer to become new sole promoter; no delisting or stated strategy changes.
• Minimum public shareholding 25%; post-offer implied public ~28%.

Timeline and Process

• Public Announcement date: 27 Aug 2026.
• Detailed Public Statement to be published by 3 Sept 2026.
• Eligibility: Public shareholders (excluding promoters and acquirer) may tender.

Recommendations

• Independent directors' recommendation not disclosed.

Other Material Information

• Regulatory approvals: SEBI (SAST) approvals; other applicable approvals.
• Conditions/risks: Not conditional on minimum acceptance; not a competitive bid.
• Acquirer has adequate financial resources to meet obligations.

Certificate submission status

• Certificate under Regulation 74(5) submitted to stock exchange via RTA for the reporting period