Goldkart Jewels shareholders have unanimously approved a special resolution to extend an unsecured loan of up to ₹100 crore to its promoter group entity, Laxmi Goldorna House Limited (LGHL). The approval, secured through a postal ballot via remote e-voting that concluded on July 26, 2026, allows the jewellery retailer to deploy surplus funds into its related party during financial year 2026-27. This transaction represents a significant capital deployment, accounting for 85.24% of Goldkart Jewels’ audited consolidated annual turnover of ₹1,173.18 crore for FY25-26.

The voting process was scrutinized by M/s Nirav Shah & Associates, Practicing Company Secretaries, who confirmed the resolution passed with requisite consent under Section 110 read with Section 108 of the Companies Act, 2013. Out of 510 shareholders on record as of June 19, 2026, 28 members representing 1,113,750 shares cast their votes electronically. All votes were in favor, with zero votes against or abstentions. Promoter and promoter group shareholders, holding 74.14% of the company, were required to abstain from voting as they are deemed interested parties under Regulation 23 of the SEBI Listing Regulations.

The proposed loan facility is structured with an interest rate of 11% per annum and a tenure of two years. It is unsecured and will be funded from Goldkart Jewels’ retained earnings and securities premium account. LGHL intends to utilize the proceeds for its principal business activities, which include real estate development and jewellery business, as well as to meet its working capital requirements. The transaction has been reviewed and approved by Goldkart Jewels’ Audit Committee and Board of Directors, who certified that the terms are on an arm’s length basis and in the ordinary course of business.

Transaction Details

Regulatory Compliance and Related Party Disclosures

The transaction falls under Section 185 and Section 186 of the Companies Act, 2013, necessitating shareholder approval due to the involvement of directors interested in the related party. Mr. Vijay Chinubhai Shah (Managing Director), Mrs. Alpa Vijay Shah, and Mr. Jayesh Chinubhai Shah are deemed interested in the resolution due to their shareholdings in both entities. Goldkart Jewels holds 2.14% shares in LGHL, while LGHL holds 4.8256% shares in Goldkart Jewels. The aggregate value of this transaction, combined with existing loans and guarantees, exceeds the limits prescribed under Section 186(2) of the Act, further mandating a special resolution.

What the Numbers Show

The scale of this related-party transaction is notable relative to Goldkart Jewels’ size. At ₹100 crore, the loan constitutes 85.24% of the lender’s annual consolidated turnover, indicating a substantial concentration of credit risk within the promoter group. For the borrower, LGHL, the amount represents 95.87% of its standalone annual turnover for FY25-26. While LGHL reported a standalone net profit of ₹4.39 crore on a turnover of ₹104.31 crore in FY25-26, the injection of ₹100 crore suggests significant liquidity needs or expansion plans. Investors should monitor whether these funds are deployed efficiently to generate returns commensurate with the 11% cost of capital charged by Goldkart Jewels.

Goldkart Jewels Limited has called for a postal ballot to secure shareholder approval for a material related party transaction involving a loan of ₹100 crore to its promoter group entity, Laxmi Goldorna House Limited. The loan, proposed for the financial year 2026-27, carries an interest rate of 11% per annum and a tenure of two years. The transaction is intended to facilitate the efficient utilization of surplus funds and support the business operations of the related party.

The proposed loan amount represents 85.24% of Goldkart Jewels Limited's audited consolidated annual turnover of ₹11731.82 Lacs for the financial year 2025-26. As the aggregate value of the proposed transactions may exceed the limits prescribed under Section 186(2) of the Companies Act, 2013, the company requires shareholder approval via a special resolution. The Audit Committee and the Board of Directors have reviewed the commercial rationale and approved the proposal, subject to shareholder consent.

Key Details of the Proposed Transaction

The resolution seeks authorization to extend the loan in one or more tranches or independent transactions. The funds will be utilized from the Retained Earnings and Securities Premium Account of Goldkart Jewels Limited. The loan is unsecured and will be extended on an arm's length basis in the ordinary course of business.

Postal Ballot and E-Voting Schedule

Goldkart Jewels Limited has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process. The company will not send physical copies of the postal ballot notice; all communications will be conducted electronically. M/s Nirav Shah & Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to oversee the voting process.

The remote e-voting period is open from Saturday, June 27, 2026, at 9:00 A.M. IST and concludes on Sunday, July 26, 2026, at 5:00 P.M. IST. Shareholders whose names appear on the Register of Members or Record of Depositories as on the cut-off date of Friday, June 19, 2026, are eligible to vote. The results of the postal ballot will be declared within two working days from the conclusion of the e-voting period and will be available on the company's website.