Lexoraa Industries Ltd

Director/KMP changes and secretarial auditor appointment

• Appointment of Rakesh Agrawal as nonexecutive independent director, effective 30 Sept 2026, for 5 years, approved by shareholders.
• Profile: Rakesh Agrawal-CA; 8+ years in bank audits; Partner at SARCS & Associates.
• Appointment of Sam Sharda Fernandes as executive director, effective 30 Sept 2026, for 5 years, approved by shareholders.
• Profile: Sam Sharda Fernandes-CA; finance, audit, GST; tax and legal advisory.
• Appointment of Preeti Vijayvargia as nonexecutive independent director, effective 30 Sept 2026, for 5 years, approved by shareholders.
• Profile: Preeti Vijayvargia-CA/Company Secretary; finance, audit, GST; tax planning and advisory.
• Secretarial auditor appointment: M/s Jay Bhatt & Associates for 5-year term from AGM to FY 2031-32.
• Profile: M/s Jay Bhatt & Associates-PCS; ICSI-qualified with extensive secretarial compliance experience.
• Rakesh Agrawal not debarred from holding director position by SEBI or other authority.
• Preeti Vijayvargia not debarred from holding director position by SEBI or other authority.
• Sam Sharda Fernandes not debarred from holding director position by SEBI or other authority.

AGM details

• AGM date/time/mode: 30 Sep 2026, 1:00–1:30 PM, via VC/OAVM.
• E-voting window: 27–29 Sep 2026; Scrutinizer appointed.
• Voting eligibility cut-off date: 23 Sep 2026.

Resolutions proposed

• Ordinary Resolution 1: Adopt Standalone Audited Financial Statements for FY 2025-26.
• Ordinary Resolution 2: Re-appoint Nikita D. Kothari by rotation.
• Ordinary Resolution 3: Appoint Rakesh Agrawal as Nonexecutive Independent Director.
• Ordinary Resolution 4: Appoint Sam Sharda Fernandes as Executive Director.
• Ordinary Resolution 5: Appoint Preeti Vijayvargia as Nonexecutive Independent Director.
• Ordinary Resolution 6: Approve appointment of Secretarial Auditors.

Voting status

• Voting results will be announced within 2 working days.
• Results to be displayed on company website and intimated to BSE.

Director changes

• Nikita D. Kothari re-appointed by rotation.
• Rakesh Agrawal appointed Nonexecutive Independent Director.
• Sam Sharda Fernandes appointed Executive Director.
• Preeti Vijayvargia appointed Nonexecutive Independent Director.

Auditor appointments

• Secretarial auditors appointed (approval sought).

Lexoraa Industries Ltd: Trading Window closed from 1st October, 2026 and shall re-open after expiry of 48 hours after the declaration of unaudited Financial Results for the second quarter and half year ended on 30th September, 2026 generally made available to public.

Governance actions

• Board approved Directors' Report for FY ended 31 March 2025, along with MD&A and annexures.
• Notice for the 31st AGM to be conducted via Video Conferencing/Other AV Means.
• Re-appointment of Nikita D. Kothari as Non-Executive Non-Independent Director retiring by rotation.
• Approval of Secretarial Audit Report for FY 2025-26.
• Appointment of CSDL for E-voting facility at the AGM.

Appointments, secretarial audit & AGM

• Appointment of M/s Jay Bhatt & Associates as Secretarial Auditors for 5 years.
• Scrutinizer for AGM to be M/s Jay Bhatt & Associates.
• Regularisation of Rakesh Agrawal as Independent Director for 5 years.
• Regularisation of Preeti Vijayvargia as Independent Director for 5 years.
• Appointment of Sam Sharda Fernandes as Executive Director for 5 years.

Financial highlights

• Revenue from operations: ₹1,576.48 lakh in FY2025-26.
• Total revenue including other income: ₹1,576.53 lakh.
• Net profit after tax: ₹2.21 lakh; EPS ₹0.06.
• Issued, subscribed and paid-up capital: ₹392.90 lakh (39.29 lakh shares).
• Authorized capital increased to ₹50 crore.
• Net worth negative ₹82.18 lakh; accumulated losses ₹505.14 lakh.
• Dividend not declared for year.

Operations & business

• Strategic shift to jewellery sector with growth potential.
• Operations span Jewellery, Gems, Precious Metals, and related trading.
• Revenue from operations rose to ₹1,576.48 lakh.
• Plans to expand jewellery footprint domestically and for export.

Capital structure & changes

• Authorized capital increased to ₹50 crore; MOA amended.
• Issued capital unchanged at ₹392.90 lakh.
• Forfeited shares ₹30.06 lakh included.
• Rights issue approved post-year up to ₹69 crore.

Board & governance

• Board comprises four directors as of 31-03-2026.
• Independent directors appointed: Rakesh Agrawal & Preeti Vijayvargia, Dec 2025.
• Resignations in 2025: Rajesh Kothari, Pranam Mehta, Sagar Shah.
• Audit committee has 3 members; five meetings held.

Audits & going concern

• Statutory auditors Bakliwal & Co; no qualifications.
• Going concern note due to negative net worth.
• Last quarter revenue ₹1,027.06 lakh; net profit ₹14.69 lakh.
• Internal controls deemed adequate; no material weaknesses.

Related party transactions

• Related party transactions are arm's length and disclosed.
• Remuneration to Nikita Kothari ₹10 lakh; rent ₹2.05 lakh; interest ₹8.03 lakh.
• Advances to Lexoraa Bullions Private Limited ₹54.99 lakh.
• Quarterly review of related party balances.

AGM & investor communications

• 31st AGM on 30 Sept 2026 at 01:00 PM via VC/OAVM.
• Cut-off date for voting: 23 Sept 2026; remote e-voting 27-29 Sept.
• Notice and annual report available on company site; NSDL e-voting.

AGM Details

• Annual General Meeting scheduled for Wednesday, 30 September 2026 at 1:00 PM.
• Cut-off date to vote on AGM resolutions: 23 September 2026.
• Book closure from 24 September 2026 to 30 September 2026 (inclusive).
• Commencement of e-voting on 27 September 2026 at 9:00 AM.
• End of e-voting on 29 September 2026 at 5:00 PM.

AGM Details

• AGM date/time: 30 September 2026 at 1:00 PM IST via VC/OAVM.
• Remote e-voting window: 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM; cut-off 23 Sep 2026.
• Record/Member closure: 24–30 September 2026 (both days inclusive).
• Deemed venue: Registered Office address for the AGM.

Ordinary Businesses

• Adopt standalone financial statements for year ended 31 March 2026.
• Nikita D. Kothari to be re-appointed, retiring by rotation.

Appointments & Independent Directors

• Rakesh Agrawal appointed Non-Executive Independent Director for five years.
• Sam Sharda Fernandes appointed Executive Director and CFO.
• Preeti Vijayvargia appointed Non-Executive Independent Director for five years.
• Secretarial Auditor appointed for five years.

Secretarial Auditor Appointment

• Secretarial Auditor appointed for five years; remuneration to be fixed by the Board.

Board outcomes

• Approved Directors' Report for FY ending 31 March 2025 along with MD&A.
• Notice for 31st AGM to be held via VC/OAVM.
• Re-appointed Nikita D. Kothari as Non-Executive Non-Independent Director.
• Approved Secretarial Audit Report for FY 2025-26.
• Appointed M/s Jay Bhatt & Associates as Secretarial Auditors for five-year term from AGM to FY2031-32.
• Appointed M/s Jay Bhatt & Associates as Scrutinizer for the upcoming AGM.
• Regularised Rakesh Agrawal as Independent Director.
• Regularised Preeti Vijayvargia as Independent Director.
• Appointed Sam Sharda Fernandes as Executive Director.
• Appointed CSDL for E-voting facility at AGM.

Financial highlights

• Standalone total income from operations: ₹1,113.47 Lakhs in Q1 FY2026 vs ₹154.46 Lakhs in Q1 FY2025.
• Standalone net profit after tax: ₹-27.78 Lakhs in Q1 FY2026.
• Consolidated revenue: ₹1,113.47 Lakhs; consolidated net loss: ₹-27.78 Lakhs.
• EPS (basic and diluted) for continuing operations: ₹-0.71.
• Acquisition of Any and Every Exports Limited completed Apr 1, 2026; consolidation includes subsidiary.
• Company operates in one segment.
• Results reviewed by auditors; Limited Review submitted to BSE; Board approved on 25-07-2026.

Financial results approved

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Limited Review Report on the unaudited results approved.
• Standalone revenue ₹1,113.47 lakh; net loss after tax ₹27.78 lakh; EPS -0.71.
• Consolidated revenue ₹1,113.47 lakh; net loss after tax ₹27.78 lakh; EPS -0.71.

Subsidiary acquisition and consolidation

• Parent acquired 100% stake in Any and Every Exports Limited effective 01-Apr-2026.
• Consolidated results include the subsidiary from 01-Apr-2026; comparatives not strictly comparable.
• Subsidiary had not commenced operations during quarter ended 30-Jun-2026.

Auditor/regulatory observations

• Audit Committee reviewed and recommended results; Board approved.
• Standalone results are subject to Limited Review; no auditor qualifications.
• Independent review of consolidation reports concluded no material misstatement.