Divine Hira Jewellers Ltd Directors Report

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Oct 16, 2026|03:31:11 PM

Divine Hira Jewellers Ltd Share Price directors Report

To,

The Members,

DIVINE HIRA JEWELLERS LIMITED

Your directors have pleasure in presenting the Fourth (4 th) Annual Report on the business operation of your Company together with the Audited Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2026. This Report is in accordance with the applicable provision of the Companies Act, 2013 (“the Act”) the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

1. FINANCIAL RESULTS

The Financial Performance of the Company for Financial Year 2024-25 and 2025-26 is summarized as below:

(Amount in Lakh)

Particulars

For the year ended March 31, 2026 For the year ended March 31, 2025
Revenue from Operation 88,382.64 35,880.52
Other income 14.33 16.43

Total Revenue

88,396.97 35,896.95

Total expenditure

87,444.74 35,154.35
Profit before tax 952.23 742.60
Current Tax 240.14 186.16
Tax expenses for earlier years 0.16 -
Deferred Tax (0.62) 0.89
Tax expenses 239.68 187.05
Net Profit after tax 712.55 555.55
Basic and diluted earnings per share 5.46 5.79

2. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the Financial Year 2025-2026, the Company recorded total revenue of I 8,83,96,97,283.06/- (Eight Hundred Eighty-three Crore Ninety-six Lakh Ninety-seven Thousand Two Hundred Eighty-three Rupees and Six paisa Only) as compared to the total revenue of I 3,58,96,94,954.53/- (Three Hundred Fifty-Eight Crore Ninety-Six Lakh Ninety-Four Thousand Nine Hundred Fifty-Four Rupees and Fifty Three paisa Only) in the previous year. The Company recorded a Net Profit of I 7,12,54,971.41/- (Rupees Seven Crore Twelve Lakh Fifty-four Thousand Nine Hundred Seventy-one Rupees and Forty One paisa Only) as compared to the Net Profit of I 5,55,54,740.92/- (Five Crore Fifty-Five Lakh Fifty-Four Thousand Seven Hundred Forty Rupees and Ninety-Two Paisa Only) in the previous year.

3. STATE OF COMPANY AFFAIR

Our Company is engaged in the trades or business of manufacturing, making, buying and selling in ornaments, articles, bar, coins and jewelry of all kinds in Gold and Silver. In continuation of the strategy to focus on market percolation in all the major cities while delivering customer satisfaction and diverse portfolio of products, your Company will continue to explore growth opportunities and increase its customer base in India. Your directors are optimistic about your Companys robust growth in the financial year 2025-2026 in view of the booming business of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There were no significant material changes and commitments that have occurred.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount lying with regard to unpaid and unclaimed dividend of earlier years which was required to be transferred or is due to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2025-26, in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), as amended from time to time.

There were no shares on which were required to be transferred or is due to be transferred to the IEPF, during the FY 2025-26.

6. LISTING AND DEPOSITORY ARRANGEMENTS

The Shares of the Company were listed on National Stock Exchange SME platform, on March 24, 2025. The Company has paid the annual listing fee for the financial year 2025-2026. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0NA501011.

Depositories

Your Company has arrangements with National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL), the Depositories, for facilitating the members to trade in the fully paid-up equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2025-26 has been paid to both the Depositories.

7. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company had completed its Initial Public Offer (IPO) during the financial year 2024 25 comprising 35,37,600 Equity Shares of face value I 10 each at an issue price of I 90 per Equity Share (including a premium of I80 per Equity Share), aggregating to I3,183.84 Lakhs.

During the year under review, the Company has fully utilized the IPO proceeds in accordance with the objects stated in the Prospectus dated March 6, 2025. Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that: - There has been no deviation or variation in the utilization of the public issue proceeds from the objects stated in the Prospectus.

8. CAPITAL STRUCTURE

A. AUTHORISED SHARE CAPITAL:

During the year under review there was no change in the authorized share capital of the Company. As at March 31, 2026, the authorised share capital of the Company was I 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of I 10 each.

Subsequent to the end of the Financial Year, the Company increased its authorised share capital from I 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of I 10 each to I 39,50,00,000/- (Rupees Thirty Nine Crore Fifty Lakh Only) divided into equity shares of I 10 each pursuant to the approval of the shareholders on June 11, 2026 through remote E-Voting.

B. PAID UP CAPITAL:

During the year under review there was no change in the Issued, Subscribed and Paid up share capital of the Company. As at March 31, 2026, the Issued, Subscribed and Paid-up capital is I 13,04,71,000/- (Rupees Thirteen Crore Four Lakh Seventy-One Thousand) divided into 1,30,47,100 (One Crore Thirty Lakh Forty-Seven Thousand and One Hundred) equity shares of I 10/- Subsequent to the end of the Financial Year, the Company issued and allotted bonus equity shares in the ratio of 2:1, resulting in an increase in the Issued, Subscribed and Paid-up capital from I 13,04,71,000/- (Rupees Thirteen Crore Four Lakh Seventy-One Thousand) divided into 1,30,47,100 (One Crore Thirty Lakh Forty-Seven Thousand and One Hundred) equity shares of I 10/- to I 39,14,13,000/- (Rupees Thirty Nine Crore Fourteen Lakh Thirteen Thousand Only) divided into 3,91,41,300 (Three Crore Ninety One Lakh Forty-One Thousand and Three Hundred) equity shares of I 10/-

Further, disclosure of issue of equity shares includes the following:

1) Bonus Issued

Date of issue and allotment;

Date of Issue June 11, 2026
Date of Allotment- July 03, 2026
Method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities etc.) Bonus Issue
Issue price; Bonus Issue: 110 Statutory Reports
Conversion price; N.A
Number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities; 2,60,94,200
ed to the promoter group including allott Numberof shares orsecurities represented by depository receipts); 1,89,69,600
In case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the valuation report of a registered valuer Not Applicable

9. APPLICABILITY OF SEBI MAIN BOARD REGULATIONS:

Consequent to the allotment of the bonus shares after the end of the financial year, the post-issue paid-up equity share capital of the Company has exceeded the threshold limit of I25 Crore.

In compliance with the Proviso to Regulation 280 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, since this capital expansion beyond I25 Crore occurred via a corporate action subsequent to the financial year-end, the Company continues to be listed on the SME Exchange. However, the Company is now legally required to adopt and implement the corporate governance, periodic disclosure, and reporting mandates applicable to companies listed on the Main Board of the Stock Exchange(s).

The Company is actively aligning its operational and board structures to ensure full compliance with the enhanced provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. DIVIDEND

The Board does not recommend any dividend on Equity Shares for the financial year ended March 31, 2026.

11. RESERVES

No amount has been transferred to General Reserve.

12. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE

COMPANIES

During the year under review, no company has become or ceases to become subsidiary, joint venture or associates of companies. However, subsequent to the end of the financial year, the Company incorporated its wholly owned subsidiary, Taaris Jewels Limited, on July 16, 2026. The Company holds 100% of the equity share capital of Taaris Jewels Limited.

13. REGISTRAR AND SHARE TRANSFER

AGENT

To provide services to the Shareholders, the Company has appointed Bigshare Services Private Limited having its, office at Office No S6-2, 6 th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai 400093, as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The following are the Directors and KMP of the Company as on the financial year ended March 31, 2026.

Sr. No Name of the Director

DIN Designation
1 Niraj Hirachand Gulecha 09238372 Whole Time Director & CFO
2 Hirachand Pukhraj Gulecha 09677562 Managing Director
3 Khushbu Niraj Gulecha 09677573 Executive Director
4 Manoj Premkumar Bohra 07915840 Independent Director
5 Hiram Zubair Shaikh 07930501 Independent Director
6 Dhiraj Kiranraj Rathod 07924804 Non-Executive Director
7 Jai Dilip Shrimankar CMIPS5563E CS

During the year under review and as on date of this officials were appointed/resigned report the following or redesignated:

Name

Designation Appointment/ Resignation

Date of Appointment/ Resignation

Ganesh Bhanudas Bhayde CFO Resignation 18/12/2025
Niraj Hirachand Gulecha CFO Appointment 20/12/2025
Dhiraj Kiranraj Rathod Additional Non-Executive Director Appointment 02/02/2026
Khushbhu Niraj Gulecha Executive Director Change in designation 02/02/2026
Niraj Hirachand Gulecha Whole Time Director Resignation 08.08.2026
Dhiraj Kiranraj Rathod Non Executive Director Appointment 08.08.2026
Khushbu Niraj Gulecha Whole Time Director Appointment 08.08.2026

15. DECLARATION FROM INDEPENDENT

DIRECTOR

The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI

Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct. The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA).

16. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVEMMENT.

No fraud was reported by the Auditors under subsection 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

17. HUMAN RESOURCE DEVELOPMENT

AND INDUSTRIAL RELATIONS

Your Company continues to enjoy cordial relationship with all its personnel at its Plants, Offices and on the field. Your company is organizing training programmes wherever required for the employees concerned to improve their skill. They are also encouraged to participate in the seminars organised by the external agencies related to the areas of their operations. Your company continues to focus on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.

18. FUTURE OUTLOOK, RISK

MANAGEMENT SYSTEM AND INTERNAL CONTROL AND ITS ADEQUACY

Details relating to future outlook, risk management system and internal control and its adequacy have been given in detail in the Management Discussion and Analysis Report, which is part of the Directors Report. The Company has an adequate Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The company has a suitable risk management policy to identify and mitigate risks. This Policy, inter-alia, includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten the existence of the Company.

19. REPORT OF AUDITORS

During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company. There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year I. Statutory Auditor: M/s Muchhal & Gupta, Chartered Accountants (Firm Registration No. 004423C) have been appointed as Statutory Auditors at the Annual General meeting of the Company held on September 30, 2023, for the term of 5 consecutive years from financial year: 2023-2024 till financial year: 2027-2028. II. Cost Auditor: The Company is not required to appoint a Cost Auditor as per the provisions of Section 148 of the Companies Act, 2013. III. Internal Auditor: The provisions of Section 138(1) of Companies Act, 2013 is now applicable to Company and Company has appointed M/s K. A Mehta & Associates., Chartered Accountants, to carry out Internal Audit for the Financial Year 2025-26, in its meeting of Board of Directors held on May 29, 2025.

20. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandates the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have appointed The Secretarial Auditor of the Company.

The Board of Directors of your Company has appointed M/s DMJ & Partners (Formerly known as “Jain & Vishwakarma”), Company Secretaries, a peer reviewed firm, to act as the Secretarial Auditor to the Company, in the Meeting of the Board of Directors held on June 11, 2026 for the Financial Year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Boards Report as Annexure I.

Secretarial Auditor remark:

The Secretarial Auditor has observed a delay of one day in the submission of the disclosure of Related Party Transactions for the quarter ended September 30, 2025, under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which the National Stock Exchange of India Limited (NSE) levied a fine on the Company. The managements response to the said observation is provided below:

Management Response:

The delay in submission was inadvertent and limited to one day. The Company subsequently submitted the required disclosure and remitted the applicable fine within the timeline prescribed by NSE. Further, the Company has strengthened its internal compliance monitoring mechanism to ensure timely compliance with all applicable regulatory requirements and to prevent the recurrence of such delays.

21. MAINTENANCE OF COST RECORD

As per the Companies (Accounts) Rules, 2014, as amended from time to time, disclosure as to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to our Company and accordingly such accounts and records are not required to be made and maintained by the Company.

22. DISCLOSURE OF ACCOUNTING

TREATMENT

The financial statements of the Company have been prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounting Standards) Rules, 2021, as amended from time to time, and other generally accepted accounting principles in India.

23. EXTRACT OF ANNUAL RETURN, IF

ANY

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in E-form MGT-7 shall be available at website of the Company at www.divinehirajewellers. com.

In pursuance of the Companies (Management and Administration) Second Amendment Rules, 2023, the Board of Directors of the Company have appointed Mr. Niraj Hirachand Gulecha (DIN: 09238372) as the Designated Person for compliance under the said Rules.

24. PARTICULARS OF EMPLOYEES

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time.

25. MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2026, Six Board Meetings were held on 29.05.2025, 11.08.2025, 08.10.2025, 10.11.2025, 19.12.2025 and 02.02.2026. The maximum gap between any two Board Meetings was less than One Hundred and Twenty days in accordance with the provisions of the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors i.e. SS 1 in relation to the Board Meetings held during the financial year ended March 31, 2026.

The Composition of Board of Directors and the details of meeting held and attended by Directors are given below:

S. No. Name of the Director

Category of Director Number of Meetings Held During the Financial Year 2025 2026
Held Attended
1. Hirachand Pukhraj Gulecha Managing Director 06 06
2. Niraj Hirachand Gulecha Whole Time Director 06 06
3. Khushbu Niraj Gulecha Director 06 06
5. Dhiraj Kiranraj Rathod Additional Director 06 NA
6. Hiram Zubair Shaikh Independent Director 06 05
7. Manoj Premkumar Bohra Independent Director 06 06

26. MATERIAL CHANGES AND

COMMITMENTS

No material changes and commitments affecting the financial position of your Company occurred between the end of the Financial Year to which the Financial Statements relate up to the date of this Report.

27. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, no significant and material orders were passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company or its future operations. However, the Company received a penalty from the National Stock Exchange of India Limited (NSE) for delay in submission of the Related Party Transactions report. The said penalty does not have any material impact on the financial position, operations, or going concern status of the Company.

28. BOARD EVALUATION

Pursuant to provision of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has carried out evaluation of individual Directors as well as the entire Board and Committees thereof. The evaluation of the Board of directors and Member of the committees was done by the Independent Directors and evaluation of the Independent Directors was done by the Entire board.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/ Committee Meetings.

29. DEPOSITS

Your Company has neither accepted nor renewed any deposits during the Financial Year under review.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S

186.

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note no. 15 attached to the Standalone Financial Statements. The full particulars are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

31. RELATED PARTY TRANSACTIONS.

All contracts /arrangements / transactions entered by the Company during the Financial Year 2025-26 with the related parties as defined under section 188 of companies act 2013, were in the ordinary course of business and at arms length basis and refer the note 26 of the financial statement for details of related party transaction.

Accordingly, the disclosure of particulars of contract/ arrangements with related parties in form AOC 2 is annexed hereto as Annexure II with the Boards report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS & OUTGO:

The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of Energy

(i) the steps taken or impact on conservation of energy Considering the nature of operations of the Company, your Companys operation does not consume significant amount of energy. The Company adopts all the energy conservation measures wherever possible across all its offices.
(ii) the steps taken by the company for utilizing alternate sources of energy Not applicable, in view of comments in clause (i)
(iii) the capital investment on energy conservation equipment Not applicable, in view of comments in clause (i)

b. Technology Absorption

(i) The efforts made towards Technology Absorption

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution; -
(iii) The steps taken by the Company for utilizing alternate source of energy -
(iv) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- -
(a) Details of Technology Import -
(b) The year of import; -
(c) Whether the technology been fully absorbed -
(d) If not fully absorbed, area where absorption has not taken place, and the reason thereof -
(iv) The expenditure incurred on Research and Development -

c. Foreign Exchange earnings and Outgo

Description

FY: 2025-2026 (in K )
Earnings Nil
Outgo Nil

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to formulate the Corporate Social Responsibility Policy. However, pursuant to section 135(9) of the companies act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company during the financial year ended 31 st March 2026. The brief outline of the CSR policy of the company and the initiatives undertaken during the year are set out in Annexure III in the format as prescribed by the rules.

34. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

36. AUDIT COMMITTEE

During the year under review, our Company has constituted the Audit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and any other applicable guidelines.

The detail of the composition of the Audit committee along with their meetings held/attended is as follows:

Attendance at the Committee meeting held on

Name of the Director

Category 29/05/2025 10/11/2025 16/01/2026
Hiram Zubair Shaikh Chairperson Present Present Present
Manoj Premkumar Bohra Member Present Present Present
Niraj Hirachand Gulecha Member Present Present Present

37. NOMINATION REMUNERATION COMMITTEE

The Company has in place a duly approved Nomination and Remuneration Policy in accordance with the provisions of Section 178 of Boards Report the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for identifying and appointing Directors, Key Managerial Personnel (KMP), and Senior Management and provides a framework for their remuneration and evaluation. It aims to ensure that the level and composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Companys performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individual, and the Companys overall performance.

The Policy also includes provisions for Board diversity and criteria for determining qualifications, positive attributes, and independence of Directors, as well as guidelines for the evaluation of the Board, its committees, and individual Directors. The Nomination and Remuneration Policy is available on the Companys website at: www.divinehirajewellers. com.

The detail of the composition of the Nomination Remuneration Committee along with their meetings held/attended is as follows:

Attendance at the Committee meeting held on

Name of the Director

Category 11/08/2025 19/12/2025 02/02/2026
Hiram Zubair Shaikh Chairperson Present Present Present
Manoj Premkumar Bohra Member Present Present Present
Khushbu Niraj Gulecha Member Present Present Present

38. STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014.

The detail of the composition of the Stakeholder Relationship Committee along with their meetings held/attended as follows:

Name of the Director

Category Attendance at the Committee meeting held on 02/02/2026
Hiram Zubair Shaikh Chairperson Present
Manoj Premkumar Bohra Member Present
Niraj Hirachand Gulecha Member Present

39. RISK MANAGEMENT COMMITTEE

During the year under review, our Company has voluntarily constituted the Risk Management Committee as a part of its corporate governance framework to oversee and monitor the Companys risk management processes.

The details of the composition of the Risk Management Committee, along with the meetings held and attended by its members during the year, are as follows:

Attendance at the Committee meeting held on

Name of the Director

Category 29/05/2025 10/11/2025
Hirachand Pukhraj Gulecha Chairman Present Present
Manoj Premkumar Bohra Member Present Present
Hiram Zubair Shaikh Member Present Present

40. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review, although the Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in terms of Section 135(9) of the Companies Act, 2013, the Board of Directors voluntarily constituted the Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, to assist the Board in discharging its CSR responsibilities.

The details of the composition of the Corporate Social Responsibility (CSR) Committee, along with the meetings held and attended by its members during the year, are as follows:

Name of the Director

Category Attendance at the Committee meeting held on 08/10/2025
Hirachand Pukhraj Gulecha Chairman Present
Manoj Premkumar Bohra Member Present
Hiram Zubair Shaikh Member Present

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