Shubhlaxmi Jewel Art Limited reported a net profit of ₹106.16 lakh for the financial year ended March 31, 2026, on revenue from operations of ₹6,265.24 lakh. The Board adopted the audited standalone financial results for the year at a meeting held on May 30, 2026. The statutory auditors issued a qualified opinion due to their inability to verify inventory quantities and valuations aggregating ₹4,806.18 lakh, as physical verification was not carried out and independent valuer reports were absent.

The Board approved the reappointment of Mr. Narendrasinh J Chauhan as Chairman and Managing Director for a consecutive term of five years effective May 30, 2026. His remuneration was revised to ₹70 Lakhs per annum effective June 1, 2026, subject to member approval. Mr. Narendrasinh J Chauhan is a promoter of the company with over 30 years of experience in the jewelry business.

In other governance decisions, the Board designated M/s. Parth Nair and Associates as Secretarial Auditor and M/s. A R Parmar & Co as Internal Auditor for FY27. The Board also approved related party transactions with M/s Laxmi Gold Gems Private Limited for the sale, purchase, and labour charges of goods and materials not exceeding ₹15 Crore per annum for FY27.

The Board sanctioned the reclassification of Mr. Jitendrakumar J Chauhan and Mrs. Kajal Jitendrakumar Chauhan from Promoter Group Shareholder to Public Shareholder. This change, subject to approvals from stock exchanges and shareholders pursuant to Regulation 31A of the SEBI (LODR) Regulations, 2015, follows a family settlement agreement. The company confirmed it will remain compliant with minimum public shareholding requirements post-reclassification.

Key Financial Metrics for FY26

Key Board Approvals

The Securities and Exchange Board of India (SEBI) has imposed a monetary penalty of ₹10 lakh on the promoters of Shubhlaxmi Jewel Art Limited for violating the Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The adjudication order, passed by Adjudicating Officer Amit Kapoor on May 21, 2026, penalised eight individuals for failing to make a mandatory open offer after their collective shareholding exceeded the prescribed threshold. The penalty must be paid jointly and severally by the noticees within 45 days of receiving the order. The company clarified to the National Stock Exchange of India Ltd. that there is no material impact on its financials, operations, or other activities due to this order.

The regulatory action stems from the preferential allotment of 18,00,000 equity shares to Narendrasinh J Chauhan on May 08, 2023. This allotment followed the conversion of warrants approved by the board in November 2021. SEBI's examination revealed that the shareholding of the promoter and promoter group increased by 5.82% post-allotment, breaching the 5% limit specified in Regulation 3(2) of the SAST Regulations. Consequently, the promoters were required to make a public announcement of an open offer, which they failed to do.

Violation of SAST Regulations

The order identified that the promoters, deemed Persons Acting in Concert (PACs), held more than 25% of the voting rights prior to the allotment. Under Regulation 3(2), any acquirer holding such a stake cannot acquire additional shares entitling them to exercise more than 5% of voting rights in a financial year without making an open offer. The difference between pre-allotment and post-allotment voting rights is treated as the quantum of acquisition, which in this case exceeded the regulatory limit.

The noticees argued that the preferential allotment was undertaken to rescue the company from financial distress and benefited public shareholders, as the share price had doubled compared to the warrant issue price. They contended that there was no change of control or prejudice to public shareholders. However, the Adjudicating Officer rejected these submissions, stating that the financial intent of the transaction does not exempt compliance with the mandatory open offer requirements.

Penalty Details

SEBI imposed the penalty under Section 15H of the SEBI Act, 1992, which provides for a minimum penalty of ₹10 lakh for failure to make a public announcement or offer. The regulator noted that while no quantifiable disproportionate gain or specific loss to investors could be established, a penalty was necessary to deter future violations. The eight penalised individuals include Narendrasinh J Chauhan, Soham Narendrasinh Chauhan, Ranjitsinh Gambhirsinh Solanki, Jagrutiben N Chauhan, Jignasha Ranjitsinh Solanki, Vilasben Ashokkumar Parmar, Kajal Jitendrakumar Chauhan, and Jitendrakumar J Chauhan.

Company Clarification

In a submission to the exchange dated May 27, 2026, Shubhlaxmi Jewel Art Limited addressed the timing of its initial disclosure made on May 23, 2026. The company stated that it did not receive the official order directly from SEBI or the promoters until it was shared by Mr. Ranjitsinh. It asserted that the disclosure was submitted immediately upon receiving the information. The company further noted that it has instructed promoters and directors to immediately inform the company of any regulatory orders in the future to prevent delays.