Amanaya Ventures Limited has appointed M/s Dharam Pal Bullion & Jewels as the first and Founding Franchisee of its retail brand "Aurel Forever Yours®" in Chamba District, Himachal Pradesh. This appointment marks the commencement of the company's franchise-led retail expansion for physical gold and silver bullion and jewellery.

The company executed a Franchise & Growth Agreement with Dharam Pal Bullion & Jewels on October 11, 2026. The firm, a partnership based in Dogra Bazaar, Chamba, has been granted exclusive franchise rights for the Aurel brand within the district. The outlet was inaugurated on the same day the agreement was signed.

Agreement Terms and Structure

The agreement was executed substantially in the standard form approved by the Board of Directors on September 22, 2026. Key terms include a five-year term renewable for another five years, with a 12-month lock-in period for the franchisee. The franchisee paid a one-time processing fee of ₹10,000 plus GST. No royalty or recurring franchise fee is applicable during the initial term.

Products will be supplied by Amanaya Ventures at base cost plus an agreed supply margin and minting charges. The franchisee will earn commissions on facilitated plan enrolments and AMANTRA sales. Exclusive sourcing of Aurel-branded products from the company is mandatory, and brand IP remains with Amanaya Ventures.

Related Party Disclosure

The partners of Dharam Pal Bullion & Jewels are members of the maternal family of Manan Mahajan, Promoter and Whole-time Director & CFO of Amanaya Ventures. However, the company stated that neither the promoter nor any promoter group entity holds a partnership interest in the franchisee firm. Consequently, the transaction does not fall under related party transactions as defined by Section 2(76) of the Companies Act, 2013 or Regulation 2(1)(zb) of the Listing Regulations. The agreement is on arm's length terms applicable to all franchisees.

What the Numbers Show

The financial structure of this initial franchise agreement highlights a low-barrier entry strategy for expansion. With a one-time fee of just ₹10,000 and no recurring royalties, Amanaya Ventures is prioritizing rapid network establishment over immediate upfront franchise revenue. Revenue generation for the parent company is tied directly to product supply margins and commission facilitation rather than fixed franchise fees, aligning the company's income with actual retail sales volume at the outlet level.

Amanaya Ventures has deferred its proposed private placement of secured, redeemable, unlisted non-convertible debentures aggregating up to ₹3 crore. The board approved the deferment on September 22, 2026, citing the inability to appoint a mandatory Debenture Trustee.

The company stated that no proposal or consent was received from any SEBI-registered Debenture Trustee or IBBI-registered Valuer. Under Rule 18(1)(c) of the Companies (Share Capital and Debentures) Rules, 2014, an offer letter cannot be issued without a Debenture Trustee. Consequently, no offer letters were issued, no application money was received, and no allotment was made.

Terms of the Deferred Issue

The debt instrument was originally approved by members at the 17th Annual General Meeting held on August 28, 2026. The special resolutions passed during that meeting continue to remain in force. If the board decides to revive the issue within one year of that date, fresh member approval will not be required under the second proviso to Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Regulatory Compliance and Next Steps

The disclosure is made pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting commenced at 2:00 pm and concluded at 3:00 pm at the company’s registered office in Amritsar.

The company confirmed that if it proceeds with the issue in the future, the entire process will be undertaken afresh, except for the existing member approval. Amanaya Ventures will make a further disclosure to the exchange once the board decides to revive the proposed issue.