Confirmatory order in the matter of Rajesh Exports Limited · 14 Oct 2026

NSE

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National Stock Exchange of India

Circular

To All NSE Members,

Sub: Confirmatory order in the matter of Rajesh Exports Limited

This has reference to SEBI order no. WTM/KV/CFID/CFID-SEC6/32431/2026-27 dated June 03, 2026, and circular no. NSE/INVG/74537 dated June 03, 2026, where in SEBI has restrained following entity from buying, selling or dealing in securities of Rajesh Exports Limited, either directly or indirectly, in any manner whatsoever, until further orders:

SEBI now vide confirmatory order no. WTM/KV/CFID/CFID-SEC6/32770/2026-27 dated October 14, 2026, has stated that Mr. Rajesh Mehta, shall continue to be restrained from buying, selling or otherwise dealing, directly or indirectly, in the securities of Rajesh Exports Limited, in any manner whatsoever, until further orders.

Order is available on SEBI website - http://www.sebi.gov.in

Further, the consolidated list of such entities is available on the Exchange website http://www.nseindia.com home page at the below mentioned link:

https://www.nseindia.com/regulations/member-sebi-debarred-entities

Members are advised to take note of the above and ensure compliance.

In case of any further queries, members are requested to email us at dl-invsg-all@nse.co.in

Confidential

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NSE

India@75
A guiding light,
shining bright

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National Stock Exchange of India

For and on behalf of
National Stock Exchange of India Limited

Vikram Narvekar
Senior Manager

ANNEXURE: Confirmatory order in the matter of Rajesh Exports Limited

Confidential

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WTM/KV/CFID/CFID-SEC6/32770/2026-27

SECURITIES AND EXCHANGE BOARD OF INDIA

CONFIRMATORY ORDER

UNDER SECTIONS 11 (1), 11 (4) AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF RAJESH EXPORTS LIMITED

In respect of:

(The above entities are individually referred to by their corresponding names/numbers and collectively referred to as “Noticees”, unless the context requires otherwise)

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TABLE OF CONTENTS

A. BACKGROUND......................................................................................................................................2
B. PRIMA FACIE FINDINGS IN THE INTERIM ORDER....................................................................2
C. REPLIES TO INTERIM ORDER AND PERSONAL HEARING.....................................................8
D. CONSIDERATION OF ISSUES AND FINDINGS..............................................................................8
D.1. Non-cooperation by the Noticees ...............................................................................................................9
D.2. Non-disclosure of material consolidated financial information................................................................ 17
D.3. Misrepresentation of financial Statements - Consolidated basis .............................................................. 24
D.4. Discrepancies in submissions made by REL............................................................................................ 29
D.5. Misrepresentation of Financial Statements -Standalone basis.................................................................. 30
D.6. Misrepresentation of Financial Statements - Incorrect Consolidation...................................................... 34
D.7. Misrepresentation of Financial Statements - Claim of “Investment in Gold Mines in Africa” ................ 37
D.8. Incorrect Adjustment of Trade Receivables against Trade Payables........................................................ 38
D.9. Misutilization of Funds by REL ............................................................................................................... 41
D.10. General submissions of the Noticees...................................................................................................... 49
E. CONTINUATION OF INTERIM DIRECTIONS .................................................................................. 54
F. ORDER....................................................................................................................................................... 58

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A. BACKGROUND

1. Rajesh Exports Limited (hereinafter referred to as “Company”/”REL”) is a public limited company listed on National Stock Exchange of India Limited and BSE Limited incorporated on February 01, 1995 under CIN L36911KA1995PLC017077 having its Registered office at #4, Batavia Chambers, Kumara Krupa Road, Kumara Park East, Bangalore-560001. The Company is a gold refiner and manufacturer of gold products. The Company claims to exports its products to various countries around the world and also sells its products in wholesale and retail in India and through its own retail showrooms under the brand name ‘SHUBH Jewelers’.

2. Securities and Exchange Board of India (hereinafter referred to as "SEBI") had passed an ex-parte interim order dated June 03, 2026 (“hereinafter referred to as "Interim Order”) against Noticees for possible contravention of the provisions of the Securities and Exchange Board of India Act, 1992 (hereinafter referred as “SEBI Act”), the Securities Contracts (Regulation) Act, 1956 (hereinafter referred as “SCRA”), the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “LODR Regulations”), Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred as “PFUTP Regulations”) and other applicable provisions of securities laws.

3. The observations and the prima facie findings of examination by SEBI recorded in the Interim Order are summarized in subsequent paragraphs.

B. PRIMA FACIE FINDINGS IN THE INTERIM ORDER

4. SEBI had received a complaint alleging potential financial misrepresentation in the books of REL with respect to large sums of trade receivables remained outstanding for more than two years. Subsequently, an investigation was initiated by the SEBI from the period between April 01, 2020 to March 31, 2024 involving Noticees. A Forensic Auditor viz. BDO India Services Pvt. Ltd. (hereinafter referred to as “Forensic Auditor”/ “BDO”) was also appointed in the matter on December 03, 2024.

5. During the course of investigation, the Investigating Authority (hereinafter referred to as the “IA”) issued various summons to Noticees for personal appearance and for production of documents. The Noticees submitted information and documents in multiple tranches, which were found to be incomplete in many aspects even after providing sufficient time to furnish the same. The Noticees also did not cooperate with the Forensic Auditor and resultantly, finalization of the Forensic Audit Report (hereinafter referred to as “FAR”) and investigation by SEBI was hampered.

6. Considering the preliminary findings of the investigation, the ex-parte Interim Order was passed wherein, it was observed that despite the statutory requirements, REL failed to provide the financial statements of its subsidiaries and step-down subsidiaries. REL, inter alia, did not furnish requisite information of details of consolidated operations, specifically party-wise data for sales, purchases, debtors, creditors, and inventory citing confidentiality agreements and restrictive nature of Swiss Law. The Interim Order further prima facie records that REL disclosed substantially higher consolidated revenues by including revenues attributable to its overseas subsidiaries and step-down subsidiaries and that there were inconsistencies in the consolidation process.

7. The interim Order records that as per the Annual Reports and submissions of REL, REL has a multi-layered corporate structure comprising domestic operations and multiple overseas subsidiaries/ step-down subsidiaries, with a substantial portion of consolidated operations originating outside India. The corporate structure of REL is illustrated below.

[Image omitted. See the official document.]

Note: During FY 2024-25 REL’s shareholding in ACC Energy Storage Pvt Ltd was reduced from 100% to 51.05%.

8. The details regarding the aforesaid corporate entities is as follows:

• I. Rajesh Exports Limited, India: A listed public limited company engaged in the import and sale of gold bullion, manufacture of gold products, and export, wholesale and retail sale (including under the brand ‘Shubh Jewellers’) of gold products.
• II. REL Singapore Pte Ltd, Singapore (hereinafter referred to as ‘REL Singapore’): A wholly owned subsidiary of REL, stated to be a holding Company and not engaged in any day to day business activity.
• III. Global Gold Refineries AG, Switzerland (hereinafter referred to as ‘GGR’): An entity in which REL Singapore Pte Ltd holds 95% and REL holds 5%. It is stated to be a holding company of Valcambi SA and not engaged in day to day business activities.
• IV. Valcambi SA, Switzerland (hereinafter referred to as ‘Valcambi’): A wholly owned subsidiary of GGR engaged in refining precious metals and sale of branded precious metal bars including gold bullion bars to various entities including bullion banks, international banks, central banks, bullion exchanges and bullion dealers, receives precious metals under arrangements such as purchase, loan and safekeeping.
• V. Valcambi USA Inc, USA (dissolved in December 2023): A wholly owned subsidiary of Valcambi SA engaged in marketing Valcambi brand in North America.
• VI. Bab AL Rayan Jewellery LLC, UAE: A wholly owned subsidiary of REL Singapore Pte Ltd, stated to be engaged in procuring scrap gold/ gold dore bars and refining/ manufacturing gold products for sale/export.
• VII. ACC Energy Storage Pvt Ltd, India: A wholly owned subsidiary of REL, stated to be a start-up engaged in the research of Advanced Energy Storage Devices with operations yet to begin.

9. The Interim Order prima facie found that the standalone revenues of Valcambi SA constituted only a negligible fraction of the consolidated revenues reported by GGR and REL. This was inconsistent with REL’s claim that Valcambi SA was the principal operating entity driving the group’s revenues and the fact that GGR was merely a holding company without any day to day operations. Instances of incorrect consolidation in REL’s Financial statements were also prima facie found and discrepancies were observed in relation to investments, trade payables and trade receivables of REL in its books.

10. It was prima facie found that there were material discrepancies and inconsistencies in the sales figures furnished by REL through various submissions made by them. The Interim Order also prima facie found material misrepresentation of REL’s financial statements in relation to its transactions with Affluence Shares and Stocks Private Limited (hereinafter referred to as “Affluence”). Affluence’s records and bank statements prima facie revealed substantial transaction involving Mr. Rajesh Mehta. REL could not furnish any documentary evidence, which established Mr. Rajesh Mehta as an authorized conduit or nominee for REL in respect of the impugned trades. Further, REL in its standalone Financial statement during FY 2020-21 to FY 2023-24 included foreign exchange fluctuations arising from revaluation of foreign currency debtors and interest income on Fixed Deposits/Mutual Funds as part of Revenue from Operations without requisite disclosures. The Interim Order prima facie found that records relating to purchases made by REL from Harshil Enterprise (hereinafter referred to as “Harshil”) and Vienna Multiventures Private Limited (hereinafter referred to as “Vienna”) had discrepancies and that REL failed to furnish supporting documentation to the IA in respect of the alleged purchase transaction with Harshil and Vienna.

11. The Interim Order further prima facie found Misrepresentation of Financial Statements in relation to its claim of “Investment in Gold Mines in Africa” amounting to INR 1,035.27 crore as disclosed by REL on a consolidated basis in its Annual Reports. The purported “investment in gold mines in Africa” was found unsubstantiated and unverifiable based on information available on record.

12. Interim Order also prima facie found instances of incorrect adjustment of Trade Receivables against Trade Payables, with such adjustments accounting to approximately 98%-99% of REL’s standalone trade receivables during FY 2021-22 to FY 2023-24 in respect of four overseas entities. No formal agreements governing such adjustments were furnished.

13. The Interim Order, based on examination of bank statements of REL, prima facie found substantial undisclosed transactions with related parties, particularly Mr. Rajesh Mehta and Mr. Siddharth Mehta (who is son of Mr. Rajesh Mehta). Analysis of the banking transactions revealed multiple instances of routing and exchange of funds between REL and Mr. Rajesh Mehta / Mr. Sidharth Mehta through their personal bank accounts, which has also been admitted by REL. Further, substantial fund transfers were observed between REL and Elest Pvt. Ltd (hereinafter referred to as “Elest”), an entity substantially owned and controlled by Rajesh Mehta which were not disclosed as related party transactions in Annual Reports and were not found to be approved by the board of REL. The investigation also focused on ACC Energy Storage Pvt. Ltd. (hereinafter referred to as “ACC”), incorporated by REL and investment of INR 262 crore by ACC in Elest during FY 2024-25. The details relating to valuation, percentage stake acquired and underlying terms of such investment were not available on record.

14. In view of the foregoing, the Interim Order prima facie found that the Noticees have prima facie violated

• I. Sections 11(2)(ia), 11C(3) 12A(a), 12A(b), and 12A(c) of the SEBI Act, 1992;
• II. Regulations 3(b), 3(c), 3(d), 4(1), 4(2)(e), 4(2)(f), 4(2)(k) and 4(2)(r) of the PFUTP Regulations;
• III. Regulations 4(1)(a), 4(1)(b), 4(1)(c), 4(1)(e), 4(1)(g), 4(1)(h), 4(1)(j), 4(2)(e)(i), 23(2), 33(1)(a), 33(1)(c), 34(3) read with Clause 1 of Para A of Schedule V, 46(2)(s) and 48 of the LODR Regulations;
• IV. Section 136(1) of the Companies Act, 2013.

15. In view of the same, in terms of paragraph 231 of the Interim Order, following directions were issued by SEBI: