S. M. Gold Ltd

Independent Director Re-appointment

• Type of change: Re-appointment of Independent Director.
• Name and designation: Ganpatbhai Babubhai Nayi, Independent Director.
• Effective date and term: 1 Oct 2026 to 1 Oct 2031.
• Reason for change: AGM approval; board recommended per Companies Act 2013.
• Brief professional profile: Independent director with extensive jewellery business experience.
• Relationships with other directors: NIL.
• Directorships in other listed companies: NIL.
• Committee memberships in other listed companies: NIL.
• Shares held in the Company: NIL.
• Last drawn remuneration: NIL.
• Debarment status: Not debarred from holding office.

Independent Director Re-appointment

• Type: Re-appointment of Girishchandra Patel as Independent Director for five-year term from Oct 1, 2026.
• Term: Oct 1, 2026 to Oct 1, 2031; recommended by Board under Companies Act.
• Profile: Independent director with matriculation and extensive jewellery business experience.
• Relationships with directors: NIL.
• Remuneration: Last drawn NIL.
• Confirmation: Not debarred from holding office.
• No impact on other committees noted.

Secretarial Auditor appointment

• Appointment of M/s SS Lunkad and Associates as Secretarial Auditor; effective 2 Sep 2026.
• Term: five consecutive financial years from 01-04-2026 to 31-03-2031.
• Reason: appointment as Secretarial Auditor.
• Brief profile: 5+ years PQE in Secretarial and Legal matters.
• Disclosure of director relationships: NA.

AGM Details

• AGM held on 26 Sep 2026 at 1:00 PM IST via VC/OAVM.
• Record date: 21 Sep 2026.
• Postal ballot last date: 26 Sep 2026.
• Meeting end time: 1:17 PM.

Resolutions & Outcomes

• Resolution 1 (Ordinary): Adoption of audited financial statements; passed with 100% in favour.
• Resolution 2 (Ordinary): Re-appointment by rotation of Nitaben Shah; passed with 1 against.
• Resolution 3 (Ordinary): Appointment of Secretarial Auditors for five years; remuneration fixed.
• Resolution 4 (Special): Re-appoint Girishchandra Patel as Independent Director for second term.
• Resolution 5 (Special): Re-appoint Ganpatbhai Nayi as Independent Director for second term.

Dividend

• Dividend: No dividend proposed or declared.

Directors

• Director changes: Nitaben Shah, Girishchandra Patel, Ganpatbhai Nayi re-appointments.

Auditor Appointments

• Secretarial Auditor appointed: M/s SS Lunkad and Associates; FY2026-27 to FY2030-31; remuneration fixed.

Material Related Party Transactions

• Material RPTs: None disclosed or approved.

Other Material Approvals

• Consolidated Scrutinizer’s Report submitted; voting conducted via NSDL/e-voting and VC/OAVM.

AGM details

• AGM held on 26 September 2026 at 1:00 PM via VC/OAVM.
• Voting cut-off date: 21 September 2026.
• Total shareholders on cut-off: 16,211.

Resolutions

• Adoption of Audited Standalone Financial Statements (Ordinary).
• Re-appointment of Nitaben Sureshkumar Shah (retires by rotation) — Ordinary.
• Appointment of SS Lunkad & Associates as Secretarial Auditors for 5 years — Ordinary.
• Re-appointment of Girishchandra Patel as Independent Director — Special.
• Re-appointment of Ganpatbhai Nayi as Independent Director — Special.

Voting results

• Voting results to be declared after counting remote and AGM votes.
• Results to be submitted to BSE within 2 working days and placed on company site.

S. M. Gold Limited trading window closed from Oct 1, 2026 for the quarter and half year ended Sep 30, 2026; shall reopen 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended Sep 30, 2026.

Financial snapshot

• Total income for 2025-26: Rs 15,609.62 lakhs; YoY growth approximately 77.5%.
• PAT after tax: Rs 156.91 lakhs; EPS: Rs 1.19.
• PBT: Rs 201.33 lakhs; tax expense: Rs 45.00 lakhs; DT: (0.58).
• Net worth: Rs 3,020.63 lakhs; paid-up capital: Rs 1,323.75 lakhs.
• Total assets: Rs 4,747.80 lakhs; no dividend declared for the year.

Cash flow & liquidity

• Net cash from operating activities: Rs (510.92) lakhs.
• Net increase in cash and cash equivalents: Rs 98.65 lakhs.
• Cash and cash equivalents at year-end: Rs 140.07 lakhs.
• Proceeds from preferential allotment: Rs 320.00 lakhs; rights issue planned.

Capital structure & equity

• Equity share capital increased to Rs 1,323.75 lakhs (1,32,37,512 shares).
• Authorised capital increased to Rs 3,010.00 lakhs.
• Promoter/promoter group hold 31.60% via Priyank Shah.
• Reserves: FVTOCI NR 400.68; Securities Premium 599.25; Retained earnings 696.94.
• Rights Issue: LOF drafted; approvals awaited; terms revised in March 2026.

Governance & audit

• Board size six; 3 independent; independent-director meeting held on 23-Mar-2026.
• Independent Directors: Patel, Nayi, Jagdishkumar Loladiya; Nitaben Shah non-independent.
• Statutory auditors Shah Karia & Associates; unqualified report.
• Secretarial Auditor: SS Lunkad appointed for 5 years from FY2026-27; no qualifications.
• Board meetings held nine times during the year.

Business outlook & risks

• Risks include gold price volatility, regulatory changes, competition, and supply chain disruption.
• Outlook emphasizes branded, lightweight jewellery, and expansion; rights issue to fund growth.
• Management focuses on product innovation, operational efficiency, and stronger customer relationships.

Significant developments

• Preferential issue of 32,00,000 equity shares in 2025; paid-up capital rose to Rs 13.23 crore.
• Rights Issue of up to 2,64,75,024 equity shares; LOF issued February 2026; terms revised.
• Office expansion at 312/A Sun Gravitas; new office space added.
• Management changes: Megha Saraswat (CS & CO) resigned 17-Mar-2026; Deepa Garg appointed 14-Aug-2026.

AGM & investor notices

• 9th AGM scheduled for 26-Sep-2026 via VC/OAVM; cut-off date 21-Sep-2026.
• Remote e-voting from 23-Sep-2026 to 25-Sep-2026; claims from shareholding as on cut-off date.
• Annual Report and Notice available on company site and NSDL/NSDL portals.