Koura Fine Diamond Jewelry Ltd

Parties & promoter status

• Acquirer: Kamlesh Keshavlal Lodhiya (promoter).
• PACs: Jeetkumar Nileshkumar Makadia.
• PACs: Mirali Kamlesh Lodhiya.
• PACs: Charmi Kamlesh Lodhiya.
• PACs: Soham Kamlesh Lodhiya.
• PACs: Pratibhaben Kamleshkumar Lodhiya.
• Promoter-group status: Yes.
• Exchange: BSE Ltd.
• Mode: Preferential allotment of convertible warrants.
• Allotment date: 12 October 2026.

Shareholding & capital impact

• Pre-acquisition voting rights: 29,31,975 shares (48.57%).
• Pre-acquisition encumbrances: 14,51,500 shares (24.05%).
• Pre-acquisition total: 43,83,475 shares (72.62%).
• Pre-acquisition warrants: 3,50,000 (4.76%).
• Post-acquisition voting rights: 29,31,975 shares (39.88%).
• Post-acquisition encumbrances: 14,51,500 shares (19.74%).
• Post-acquisition warrants: 3,50,000 (4.76%).
• Total diluted post-acquisition: 73,51,500 shares.

AGM details

• AGM held on Sep 30, 2026 at 11:30 IST in person at Ahmedabad address.
• Voting conducted via ballot papers; no e-voting facility provided.
• Chairman: Kamlesh Keshavlal Lodhiya (Chairman & MD).
• Quorum confirmed; statutory registers opened for inspection.

Resolutions presented

• Ordinary: Receive, consider, and adopt Audited Financial Statements for FY ended Mar 31, 2026.
• Ordinary: Re-appoint Ms. Pratibha Kamlesh Lodhiya (DIN 09547590) retiring by rotation.

Voting results

• Consolidated voting results and Scrutinizer's report will be disseminated to exchange and on the company website.
• No results disclosed in filing; final outcome to be announced subsequently.

Director changes

• Director changes: Re-appointment as per resolution; no other changes reported.

Auditors status

• Auditors status: No auditor changes disclosed; Auditors' report read at AGM.

Related party transactions

• Related party transactions: No material RPTs disclosed in proceedings.

Koura Fine Diamond Jewelry Limited — Trading Window closed from Thursday, October 01, 2026; shall open after 48 hours of announcement of Financial Results of the Company for the half year and year ended September 30, 2026, at the forthcoming Board Meeting.

Resolutions & outcomes

• Resolution 1: Special; increase in authorized share capital; no price terms specified; promoter interest not disclosed.
• Resolution 2: Special; up to 600,000 convertible warrants issued on a preferential basis for cash.
• Resolution 1: Approved; 100% in favour of valid votes.
• Resolution 2: Approved; 100% in favour.

Shareholding impact

• Increases authorized capital; potential dilution upon warrant exercise; allottees include promoters and non-promoters.

Fund utilisation / rationale

• Proceeds from warrants not detailed; consideration in cash.

Management changes

• No director changes disclosed.

Governance / reporting

• Revised Scrutinizer's Report issued; EGM results dated Aug 31, 2026.

Financial snapshot

• Total revenue ₹9,188.10 Lakhs; PAT ₹75.91 Lakhs; EPS ₹1.26.
• Revenue from operations ₹9,178.57 Lakhs; prior year ₹4,196.05 Lakhs; strong growth.
• Dividend for FY25-26 not recommended.

Revenue trends & margins

• Net profit margin 0.83%; operating margin 1.13% for FY2025-26.
• PAT rose to ₹75.91 Lakhs from ₹17.24 Lakhs in prior year.

Capital structure & equity issuance

• Authorized capital ₹7.20 Crore; issued paid-up ₹6.03 Crore.
• Fresh allotments: 6,50,000; 4,26,000; 5,74,000; 7,85,000 shares in 2025.
• 25,00,000 Equity Warrants issued on Aug 22, 2025.

Governance & board changes

• Soham Kamlesh Lodhiya appointed Whole-time Director from 3 Sep 2025.
• Board size: six directors; independent directors: Kothari and Bachani.
• Audit Committee chaired by Karan Kothari; NR & Remuneration by Kothari.

Audit, controls & compliance

• Statutory auditor: M/s Bimal Shah Associates; Secretarial auditor: Suthar & Surti; Internal auditor: Munir Shah & Associates.
• Auditor’s report: no adverse remarks; internal controls adequate and operating effectively.

Related party transactions

• Related party disclosures exist; transactions are on arm's length basis.
• Promoter remuneration: MD ₹18.00 Lakhs; WTD CFO ₹12.00 Lakhs; promoter loan ₹382.78 Lakhs.

Outlook, risks & MD&A

• Outlook FY2026-27 positive; focus on branded and hallmarked jewellery with digital expansion.
• Risks include gold/diamond price volatility and regulatory changes.

AGM Details

• AGM date/time: 30 September 2026, 11:30 AM, at Ahmedabad (physical).
• Venue: 304, Iscon Emporio, Satellite, Ahmedabad.
• Voting rights cut-off date: 28 August 2026.

Key Resolutions

• Adopt Audited Financial Statement for the year ending 31 March 2026 and reports.
• To re-appoint Ms Pratibha Kamlesh Lodhiya, retiring by rotation.

Director Changes

• Ms Pratibha Kamlesh Lodhiya to be re-appointed as Director.

Board approvals

• Directors' Report and annexure for FY ended 31 March 2026 approved.
• Notice of 4th AGM to be held on 30 September 2026 approved.

Resolutions and outcomes

• Resolution 1: Special, increase in authorized capital; approved 100% votes.
• Resolution 2: Special, issue up to 6,00,000 convertible warrants on preferential basis to promoters/non-promoters; approved 100% votes.
• Impact: no immediate change in shareholding; warrants could dilute on exercise.
• Management: no changes announced.

Capital action

• Special resolution to increase the authorized share capital.

Warrant issuance

• Up to 6,00,000 convertible warrants to be issued on a preferential basis.
• Warrants issued for cash to promoters and non-promoters.

Voting status

• Detailed voting results to be submitted to stock exchange.

Key resolutions

• Special resolution to increase the authorized share capital of the company.
• Special resolution to issue up to 6,00,000 convertible warrants on a preferential basis for cash.
• Voting outcomes: items transacted and voted; detailed results to be submitted to stock exchange.