AJC Jewel Manufacturers Ltd Directors Report

To

The Members,

AJC JEWEL MANUFACTURERS LIMITED

Your Directors have pleasure in presenting the 8th Boards Report together with audited Statement of Accounts and the Auditors Report of AJC JEWEL MANUFACTURERS LIMITED for the financial year ended 31st March, 2026.

1. FINANCIAL SUMMARY (Standalone)

(5 In Lakhs)
Particulars	FY 2025-26	FY 2024-25
Income:
Revenue from Operations	29,174.87	22,046.35
Other Income	45.76	67.43
Total Income (I+II)	29,220.63	22,113.78
Expenses:
Cost of Materials Consumed	27,320.02	23,151.40
Purchase of Stock in Trade	-	-
Changes in Inventories of Finished Goods, Work-in-Progress and	(67.15)	(2,159.20)
Stock-in-Trade
Employee Benefits Expense	310.90	353.10
Finance Costs	326.81	204.65
Other Expenses	188.60	138.12
Total Operating Expenses	28,079.18	21,688.07
Cash profit	1,141.45	425.71
Depreciation and Amortization Expense	41.03	34.25
Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	1,100.42	391.45
Exceptional Items	NIL	NIL
Profit Before Extraordinary Items and Tax (V-VI)	1,100.42	391.45
Extraordinary Items	NIL	NIL
Profit Before Tax (VII-VIII)	1,100.42	391.45
Tax Expense
(1) Current Tax	291.45	103.16
(2) Deferred Tax	6.61	1.71
(3) Short/excess of Income tax of previous years	(0.01)	0.23
Profit/(Loss) for the Period from continuing operations (IX-X)	802.37	286.34
Profit/(Loss) from discontinuing operations	NIL	NIL
Tax Expense of discontinuing operations	NIL	NIL
Profit/(Loss) from discontinuing operations after tax (XII-XIII)	NIL	NIL
Profit/Loss for the period (XI+XIV)	802.37	286.34

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company is engaged in the manufacturing of gold jewellery under the brand name AJC. During the year under the review, in June 2025, the Company came out with an IPO and raised an amount 515.39 cr in the said IPO.

Consequently, the shares were listed on the SME Platform of BSE Limited with effect from July 01, 2025 under the ISIN INE0XRR01010. The Company also invested in its subsidiary Esthara Jewels Private Limited a percentage of 88% and as on 31-03-2026 the total investment in the said subsidiary is 596,80,000/-.

The Company also has plans for acquiring AJC Jewel Manufacturers FZC, Sharjah in the current financial year 2026-2027. The proposal for the same is placed before the shareholders in the upcoming Annual General Meeting.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the business of the Company during the financial year ended 31st March, 2026.

4. STANDALONE FINANCIAL RESULTS

¦ The turnover of the company for the current

year is 929174.87 Lakhs as against the turnover of 922046.35 Lakhs of the previous year, thus registering an increase of 32.33%.

¦ The net profit for the current year is 9802.37 Lakhs as against the net profit of 9286.34 Lakhs of the previous year, resulting in an increase of 180%.

5. WEB LINK

The Annual return of the Company is uploaded in the website of the company and the link for the same is

6. DIVIDEND

No dividend is recommended for the current financial year as your directors propose to plough back the profit for continued investment in the business.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There are no unclaimed dividend to be transferred to investor education and protection fund.

8. MATERIAL CHANGES & COMMITMENTS

The Company during the year under review was listed in the SME Platform of BSE on July 1st 2025.

9. CAPITAL AND DEBT STRUCTURE

The company during the year under review issued and allotted 16,20,000 Equity shares of 910/- through IPO and the shares were listed in the SME platform of BSE on July 1st 2025.

10. DEMATERIALISATION OF SECURITIES

The entire Equity share of the Company are in dematerialized format under the ISINE0XRR01010.

11. INVESTOR COMPLAINTS

The Company has not received any investor complaints during the Financial Year 2025-26. An update on the status of complaints is reported on quarterly basis to the Board and is also filed with stock exchange.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

There is nothing to be reported with respect to conservation of energy, technology absorption as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has implemented requisite checks and balances to ensure energy conservation in the production unit and in the premises. The Company is also engaging the best possible latest innovations and technology absorption techniques to attain maximum operational efficiency.

The details with regard to Foreign Exchange is as given below:

¦ Foreign Exchange earnings and outgo: 94.78 Lakhs

¦ Foreign Exchange earned in terms of actual inflows during the year: NIL

¦ Foreign Exchange outgo during the year in terms of actual outflows: 94.78 Lakhs

13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company being in gold business have various risks and the Company has formulated an internal risk management policy with adequate checks and audits. The risks thus identified are duly informed to the Board of Directors for their timely intervention.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees during the year under review. However, the Company has invested an amount of 996,80,000/- in its subsidiary Esthara Jewels Private Limited. The above investment is in compliance with Sec 186 of the Companies Act 2013.

15. PARTICULARS OF RELATED PARTY TRANSACTIONS

The company has entered into contracts transactions with related parties which were on Arms length and ordinary course of business. However, these transactions does not include any materially significant transaction with the Promoter/Directors and others as defined in Sec 2(76) of the Companies Act 2013, which may have conflict of interest with the Company at large.

Disclosure of related party in AOC 2 is enclosed herewith in Annexure-A. The policy on Related Party Transactions is available in the website of the Company at

16. DETAILS OF COMPANYS CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility are not applicable for the year under review.

17. AUDITORS AND THEIR REPORTS STATUTORY AUDITOR

M/s Kumar & Biju Associates Chartered Accountants (FRN:006113S), CHARTERED ACCOUNTANTS, Calicut were appointed as the Statutory Auditors of the Company for a period of 5 years from 2024-25 to 2028-29 at the 6th Annual General Meeting held on 09-09-2024 and also to hold office from the conclusion of the 6th AGM till the conclusion of the 11th AGM to be held in the year 2029.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not require any further comment. The statutory Auditors Report does not carry any adverse remarks or comments. SECRETARIAL AUDITOR

Gopimohan Satheesan & Associates LLP was appointed as the Secretarial Auditors of the Company for a period of 5 years ending

31.03.2030 at the 7th AGM held on 27-09-2025. The secretarial Report for the year under review has been annexed as Annexure-B to the Directors Report.

The observations of the Secretarial Auditor, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not require any further comment. The Secretarial Auditors Report does not carry any adverse remarks or comments.

18. DETAILS OF FRAUD REPORT BY AUDITOR

No fraud u/s 143 (12) is reported by the auditors.

19. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

As on 31st March 2026, the Board comprises of 3 Executive directors and 4 non-executive Directors. All the 4 non-executive Directors are Independent Directors.

All the appointments were made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations and other laws, rules and guidelines as applicable to the Company.

During the year under review there has been no change in the composition of Board of Directors.

20. MEETINGS DURING THE FINANCIAL YEAR BOARD MEETINGS

During the financial year 2025-26, the Board of Directors of the Company duly met 18(Eighteen) times i.e. on 11-04-2025, 1504-2025, 02-05-2025, 07-05-2025, 09-06-2025, 13-06-2025, 20-06-2025, 25-06-2025, 27-06- 2025(2), 28-06-2025, 28-08-2025, 29-09-2025, 11-11-2025, 25-11-2025, 11-02-2026, 25-02-2026 and 23-03-2026. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

Sno	Date	Ashraf P	Fathima Jasna	Muhamed Ali C	Afnas	Anoop	Ganesh Ramani	Thajudheen Valakkundil	Total date wise
1	11-04-2025	\u2713	\u2713	\u2713	-	-	-	-	3
2	15-04-2025	\u2713	\u2713	\u2713	-	-	-	\u2713	4
3	02-05-2025	\u2713	\u2713	\u2713	-	-	-	-	3
4	07-05-2025	\u2713	\u2713	\u2713	-	-	-	-	3
5	09-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
6	13-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
7	20-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
8	25-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
9	27-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
10	27-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
11	28-06-2025	\u2713	\u2713	\u2713	-	-	-	-	3
12	28-08-2025	\u2713	\u2713	\u2713	-	-	-	\u2713	4
13	29-09-2025	\u2713	\u2713	\u2713	-	-	-	-	3
14	11-11-2025	\u2713	\u2713	\u2713	-	-	-	\u2713	4
15	25-11-2025	\u2713	\u2713	\u2713	-	-	\u2713	-	4
16	11-02-2026	\u2713	\u2713	\u2713	-	-	-	-	3
17	25-02-2026	\u2713	\u2713	\u2713	\u2713	\u2713	-	\u2713	6
18	23-03-2026	\u2713	\u2713	\u2713	-	-	\u2713	-	4
	Total	18	18	18	1	1	2	4
	director wise

Note: Attended - ?

Shareholders Meeting

The general meeting details held during the year under review is given below:

Sno	Meeting Type	Date
1	Extra-Ordinary General	05-05 2025
	Meeting
2	Annual General Meeting	27-09-2025

Meeting of Independent Directors

Pursuant to Regulation 25 of the Listing Regulations and Section 149 and Schedule IV of Companies Act, 2013 a meeting of the Independent Directors of the Company was held on 17-01-2026 without the presence of Non-Independent Directors and members of the management and all the 4 Independent Directors were present at the meeting.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. They have laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and are operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under reviewforms the part of this report and is marked as Annexure - C to this report.

23. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has one Subsidiary named Esthara Jewels Private Limited. The subsidiary was incorporated on 23.12.2025 and the main area of business is retail silver jewellery shops. AOC 1 with regard to the consolidated statements is annexed herewith as Annexure - D.

24. DEPOSITS

During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. The requisite return for FY 2025-26 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as on date.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there has been no change in the constitution of the director board.

Pursuant to Sec 152 of the Companies Act 2013 read with the Article 93 of the Article of Association of the Company Mrs FATHIMA JASNA KOTTEKKATTU (DIN: 10691112) Director of the Company is liable to retire by rotation and being eligible has offered herself for reappointment at the ensuing Annual General Meeting. The Board recommends her reappointment.

26. EMPLOYEE DETAILS

The total number of employees as on 31.03.2026 is 113.

The composition of the total number employees is as mentioned below:

Number of male employees 102

Number of female employees 11

Number of transgender employees 0

Total number of employees 113

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

POSH Disclosure

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made thereunder, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The company has also formed an ICC under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under and the committee met twice during the year under review.

¦ Number of complaints received during the year: NIL

¦ No. of complaints disposed off in the year;

NIL

¦ Cases pending for more than 90 days; NIL

¦ No. of workshops and awareness programmes conducted in the year; NIL

¦ Nature of action by employer or District Officer, if any NIL

Maternity Benefit Act Disclosure

There were no female employees covered under the Maternity Benefit Act 1961 for the year under review. Hence the Company does not require to disclose the maternity benefits provided under the Act.

28. AMOUNT WHICH IT PROPOSES TO CARRY TO RESERVES

The after-tax profit earned by the Company for the financial year was S802.37 Lakhs/- and the same was transferred to surplus account under reserves and surplus account.

29. COST RECORD

The provision of Cost audit as per section 148 (l) is not applicable for the Company.

30. DISCLOSURES BY THE DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.

32. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of the board, its committees and individual directors pursuant to the provisions of the Act and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing Regulations).

The performance of the board and the committees were evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

33. CORPORATE GOVERNANCE NON-APPLICABILITY

As the company has been listed on BSE SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17,18,19, 20, 21, 22, 24, 25, 26, 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed

35. DISCLOSURE OF COMPOSITION OF COMMITTEES

The details of the committees, the constituion and the meeting details are as mentioned below:

Audit Committee
Name of the Directors	Nature of Directorship	Designation in Committee	Meeting and attendance
			15-04 2025	20-07- 28-082025 2025		11-11 2025	25-02 2026	23-03 2026
Mr	Non-Executive	Chairman	\u2713	\u2713	\u2713	\u2713	\u2713	\u2713
Thajudheen	Independent
Valakkundil	Director
Mr. Afnas	Non-Executive Independent Director	Member	\u2713	\u2713	\u2713	\u2713	\u2713	\u2713
Mr. Ashraf P	Chairman & Managing Director	Member	\u2713	\u2713	\u2713	\u2713	\u2713	\u2713
Mrs Reshmi N	Company	Secretary	\u2713	\u2713	\u2713	\u2713	\u2713	\u2713
K	Secretary

Stakeholder Relationship Committee
Name of the Directors	Nature of Directorship	Designation in Committee	Meeting and attendance 24-03-2026
Mr. Afnas	Non-Executive	Chairman	\u2713
	Independent Director
Mr. Anoop V	Non-Executive	Member	\u2713
	Independent Director
Mr. Mohamedali	Whole Time Director	Member	\u2713
Cheruparambil
Mrs Reshmi N K	Company Secretary	Secretary	\u2713

Nomination and Remuneration Committee
Name of the Directors	Nature of Directorship	Designation in Committee	Meeting and attendance 24-03-2026
Mr. Anoop V	Non-Executive	Chairman	\u2713
	Independent Director
Mr. Afnas	Non-Executive	Member	\u2713
	Independent Director
Mr. Ganesh	Non-Executive	Member	\u2713
Ramani	Independent Director
Mrs Reshmi N K	Company Secretary	Secretary	\u2713

36. Policies

The Companies Act 2013 pursuant to SEBI (LODR) Regulation, 2015 has complied with formulation of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same and the

Company adheres to the policies such formulated to ensure good corporate governance and proper business ethics.

i. Whistle Blower and Vigil Mechanism Policy

The company has developed a Whistle Blower and Vigil Mechanism Policy so as to

enable the Directors and Employees to report their concerns and any unethical behavior or suspected fraud or violation of companys code of conduct. The board aims at providing a safer work environment for all the employees. The Whistle Blower and Vigil Mechanism Policy can be accessed in the website of the company under the link

ii. Nomination and Remuneration Policy Pursuant to Section 178 of the Companies Act, 2013, the Company has constituted the Nomination and Remuneration Committee (nrc), and the Committee has formulated a Nomination and Remuneration Policy. The policy governs the appointment, qualifications, and remuneration of Directors, Key Managerial Personnel (kmp), and Senior Management . The Policy can be accessed in the website of the company under the link

iii. Code of Conduct for Board of Directors and Senior Managerial Personnel

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel. The Policy can be accessed in the website of the company under the link

iv. Code of practice and procedure of UPSI

In terms of the requirement stated under Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (The Regulations), mandate that every Listed Company to formulate and publish on its official Website, code of practices and procedures for fair disclosure of unpublished price sensitive information that it would follow in order to adhere to each of the principles set out in Schedule A to the regulations. The Policy can be accessed in the website of the company under the link

v. POSH Policy

This Policy has been framed in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 hereinafter referred as POSH ACT,2013 and Rules framed thereunder. The Policy covers all the key aspects of the said Act and the Rules and for any clarification reference shall always be made to the said Act and the Rules and the provisions of the said Act and the Rules shall prevail. The POSH Policy may be accessed in the link

vi. Insider Trading Policy

The Board of Directors of the Company has adopted this Prohibition of Insider Trading Policy (the Policy) to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (SEBI Regulations) as amended from time to time. This policy shall be applicable to all Insiders (as defined herein) of the Company, including designated persons and immediate relatives of designated persons as defined in this policy. The SEBI Regulations prohibit an Insider from Trading in the securities of a company listed on any stock exchange when in possession of any unpublished price sensitive information. The Company endeavors to preserve the confidentiality of Un-published Sensitive information (UPSI) and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all the stakeholders and in ensuring adherence to all laws and regulations. The link to the policy is

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

38. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT 2013

The Company has neither accepted nor renewed any deposits which are not in compliance with the requirements of Chapter V

of the Companies Act 2013 during the year under review.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards and that systems are adequate and operating effectively.

40. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the

Companies 47(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure-E to this Report, attached hereto.

41. CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended March,31 2026. The certificate is given in Annexure-F.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to banks, employees, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on their Company.