Board Meeting Outcome

eIC / lJ C Registered Office: 38/227-Z, Inkel Greens Edu City Karathode-Konampara Road Jewel Manufacturers Ltd. Panakkad Village, Pattarkadavu (Formerly Known as AJC Jewel Manufacturers Pvt Ltd) Malappuram, Ernad, Kerala, India -676519 Ref: AJC/BSE/15/2026-27 Date: September 02, 2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 BSE Scrip Code: 544425 Sub: Outcome of the meeting of the Board of Directors of AJC Jewel Manufacturers Limited (the "Company") under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") Dear Sir/Madam, Further to our intimation to the stock exchanges dated August 26, 2026, and pursuant to Regulation 30 read with Schedule IlI of the Listing Regulations, we wish to inform you that the Board of Directors of the Company at its meeting held on September 02, 2026 has, inter alia, considered, discussed and approved the following matters: 1. Approval of draft 8t Annual General Meeting Notice Considered and Approved the Draft Notice of 8" Annual General Meeting of the Company proposed to be held on Tuesday, September 29, 2026 at 02:00 P.M. (IST) through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Notice of the Annual General Meeting shall be intimated separately. 2. Acquisition of 80% stake in AJC Jewel Manufacturers FZC, UAE by way of preferential issue of Equity Shares under share swap arrangement The Board approved the acquisition of 80% of the aggregate paid-up share capital of AIC Jewel Manufacturers FZC, Sharjah, UAE (“AJC UAE”), a promoter group entity, from Mr. Afzal Rahman Perinkadakkad (“Transferor”/ “Proposed Allottee”), for a total purchase consideration of a maximum of INR 9,59,96,946.72/- (Indian Rupees Nine Crore Fifty- Nine Lakh Ninety-Six Thousand Nine Hundred Forty-Six and Seven Two Paisa Only) (“Purchase Consideration”); and © +919567916106 ] info@ajcjewel.com @ www.ajcjewel.com eIC / \J C Registered Office: 38/227-Z, Inkel Greens Edu City Karathode-Konampara Road Jewel Manufacturers Ltd. Panakkad Village, Pattarkadavu (Formerly Known as AJC Jowl Manufacturors Pt Ltd) Malappuram, Ernad, Kerala, India -676519 Accordingly, approved the preferential issue of up to 5,67,492 equity shares (“Subscription Shares”) of the Company to the Transferor, having a face value of INR 10/- each, at an issue price of INR 169.16/- (Indian Rupees One Hundred Sixty-Nine and One Six Paisa only) per equity share (including a premium of INR 159.16/- per Equity Share), on a preferential basis, subject to the approval of members of the Company, by way of which the entire Purchase Consideration shall be discharged on a non-cash (share swap) basis. The acquisition of 80% stake in AJC UAE, representing 80 Shares of face value of AED 1500/- per share (‘Sale Shares’), of issued and paid-up share capital of AJC UAE equity shares of AJC Jewel Manufacturers (FZC) is intended to consolidate the Company’s shareholding in AJC UAE. Upon completion of the transaction, AJC UAE will become a subsidiary of the Company. Details as required under Regulation 30 of the SEBI Listing Regulations read with relevant circulars are attached as ‘Annexure A’ and ‘Annexure B’. The meeting started at 04:00 pm and concluded at 05:20 pm. We request you to take this on record and treat it as compliance with the applicable provisions oft he Listing Regulations. Yours faithfully, For AJC Jewel Manufacturers Limited, Ms. Reshmi N K Company Secretary and Compliance Officer © +919567916106 ] info@ajcjewel.com @ www.ajcjewel.com Registered Office: 38/227-Z, Inkel Greens Edu City Karathode-Konampara Road Jewel Manufacturers Ltd. Panakkad Village, Pattarkadavu (ForKmnoewn rasl AyJC Jewel ManufactuPrvte Lrtsd) Malappuram, Ernad, Kerala, India -676519 Annexure - A Disclosure of information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sr. Particulars Remarks 1. | Name of the target entity, AJC Jewel Manufacturers (FZC) is a Company limited details in brief such as size, by Shares incorporated in Sharjah, United Arab turnover, limited etc. Emirates (UAE), on 15/05/2024, and having its registered office at Jewellery Workshop, JP04-05, Brief background about the JP04-06, JP04-04, Sharjah - U.A.E. entity acquired in terms of products/ line of business The total capital of the Company is 100 shares acquired, date of having face value of AED 1500/- per share. incorporation, history of last 3 years turnover, country in The principal activities of AJIC Jewel Manufacturers which the acquired entity (FZC): Precious Metal Jewellery Manufacturing. has presence, and any other significant information (in Last 3 financial years’ revenue: brief) Year Period | Revenue in | Reveninu IeNR 2026 |Jan 2,80,03,064 72,46,21,005.57 June 2025 Jan 4,94,46,900 | 1,27,95,12,213.38 2024 Jan —-12,07,97,215 | 53,81,58,925.98 The industry to which the Jewellery Manufacturing entity being acquired belongs Whether the acquisition The Board has approved the acquisition of 80% of would fall within related the aggregate paid-up share capital of AJC Jewel party transaction(s) and Manufacturers (FZC) from Mr. Afzal Rahman whether the Perinkadakkad, a person belonging to promoter promoter/promoter group, for a total purchase consideration of a group/group companies maximum of INR 9,59,96,946.72/- (Indian Rupees have any interest in the Nine Crore Fifty-Nine Lakh Ninety-Six Thousand Nine entity being acquired. If yes, Hundred Forty-Six and Seven Two Paisa Only) on nature of interest and details share swap basis. thereof and whether the same is done at "arm's AJC Jewel Manufacturers (FZC) is a promoter group © +919567916106 X info@ajcjewel.com @ www.ajcjewel.com Registered Office: 38/227-Z, Inkel Greens Edu City Karathode-Konampara Road Jewel Manufacturers Ltd. Panakkad Village, Pattarkadavu (ForKmnoewn rasl AyJC Jewel ManufactuPrvte Lrtsd) Malappuram, Ernad, Kerala, India -676519 length" entity. The said transaction will be carried out on Arm'’s length basis and in terms of Chapter V of SEBI ICDR Regulations by way of preferential issue which is exempt from the provisions of Related Party Transactions. 4. | Objects and effects of the Consolidation of the Company's shareholding in AIC acquisition UAE by acquiring the majority stake held by the Transferor; AJC FZC will become a subsidiary of the Company upon completion. 5. | Cost of acquisition or the Purchase consideration of INR 9,59,96,946.72/- price at which the shares are payable to the Transferor for acquisition of 80% of acquired the aggregate paid-up share capital of AJC UAE. 6. | Nature of consideration Consideration other than Cash (i.e., share swap): (cash consideration or share swap and details of the The total consideration payable shall be discharged same) by way of issue and allotment of up to 5,67,492 equity shares of the Company having face value of INR 10/- each, at an issue price of INR 169.16/- per equity share on a preferential basis, considering the valuation report issued by Independent Chartered Accountants & Registered Valuer, in accordance with the applicable laws. 7. | Percentage of shareholding/ AIC Jewel Manufacturers Limited is proposing to control acquired and/or acquire 80% of the aggregate paid-up share capital number of shares acquired of AJC Jewel Manufacturers (FZC) from Mr. Afzal Rahman Perinkadakkad. Consequent to this transaction, AJC Jewel Manufacturers (FZC) will become a subsidiary of the Company. 8. | Brief details of governmental Not Applicable approvals required for the acquisition 9. | The indicative time period Subject to necessary approvals of the regulator(s), as for completion of the may be required, and subject to shareholders' acquisition approval for issue of equity shares on a preferent [Showing first 8,000 characters — download PDF for full document]