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Gleam Up Jwel Limited Directors Report

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Jul 13, 2026|09:05:00 AM

Gleam Up Jwel Limited Share Price directors Report

To,

The Members,

GLAAM UP JWEL LIMITED

(Formerly Known as GLEAM FABMAT LIMITED)

Dear Members,

Your directors have pleasure in presenting you the 08th (Eighth) Annual Report on the business and operation of the Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

Financial performance of the Company is summarized in the table below:

(In Lakhs)

PARTICULARS Financial Year 2025-26 Financial Year 2024-25
Revenue from Operations 1239.27 1226.17
Other Income 0.01 13.73
Total Revenue 1239.28 1239.90
Total Expenses 1222.95 1238.02
Profit Before Tax 16.33 1.89
Tax Expense
-Current tax 4.56 0.88
-Current tax for previous years 0.12 0.16
- Deferred tax (0.22) (0.15)
Net Profit for the Year 11.87 1.01
EPS (Basic & Diluted) (in ) 0.12 0.01

2. STATEMENT OF COMPANYS AFFAIRS

During the year under review, your Company achieved INR 1239.28 (In Lakh) turnover during the Financial Year ended on 31st March 2026 as against the turnover of INR 1226.17 (In Lakh) in the Previous Year.

The company has net profit after taxation of INR 11.87 (In Lakhs) in Financial Year ended on 31st March 2026 against the net profit after taxation INR 1.01 (In Lakhs) in Previous Year.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, the Company did not change its nature of business and continued to operate in the manufacturing, importing, exporting, buying, selling, dealing, and trading of all categories of diamonds, rough diamonds, pearls, gems, jewellery, precious and semi-precious stones, bullion, precious metals, and related products.

4. CHANGE IN THE NAME OF THE COMPANY

Pursuant to approval of Members in Annual General Meeting Dated 29th November, 2025 and upon receipt of fresh certificate of incorporation from the Ministry of Corporate Affairs, the name of the Company was changed from "Gleam Fabmat Limited" to Glaam Up Jwel Limited"

5. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

The Members, vide Special Resolution passed at the Annual General Meeting held on 29th November 2025, had approved the shifting of the Registered Office of the Company from the State of NCT of Delhi to the State of Gujarat, which falls under the jurisdiction of the Registrar of Companies, Ahmedabad.

However, the Company has been unable to identify a suitable location in the State of Gujarat for shifting its Registered Office. Accordingly, the Board of Directors has decided to keep the proposed shifting of the Registered Office on hold, and the Registered Office of the Company shall continue to remain situated in the National Capital Territory of Delhi (NCT of Delhi).

6. SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company stood at INR 10,50,00,000/- (Indian Rupees Ten Crore and Fifty Lakh Only) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of INR 10/- (Indian Rupees Ten) each.

During the year under review, there was no change in the Companys Authorized Share Capital.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

Paid-up Share Capital of the Company is INR 10,01,80,000/- (Indian Rupees Ten Crore One Lakh and Eighty Thousand Only) divided into 1,00,18,000 (One Crore and Eighteen Thousand) Equity Shares of INR 10/- (Indian Rupees Ten) each.

During the year under review, there was no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital.

BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the period under review.

BONUS SHARES:

No bonus shares were issued during the period under review.

ISSUE OF EQUITY SHARES UNDER ESOP:

No Equity shares under ESOP were issued during the period under review.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:

No Equity shares with differential rights as to dividend, voting or otherwise were issued during the period under review.

7. DIVIDEND

The company has gained the net profit of INR 11.87 (In Lakhs). However, Company has decided to utilize such profits for the growth of the company, the Board of Directors of the company has not recommended any dividend for the financial year ended on 31st March, 2026.

8. TRANSFER OF UNCLAMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the previous financial year.

9. TRANSFER TO RESERVE

During the Financial Year under review, the company has transferred Net Profit of INR 11.87 (In Lakhs) to Reserves.

10. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company

11. NUMBER OF MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial year under review total Seven (07) Meetings of the Board were held on the dates given below:

29th May, 2025 19th June, 2025 04th September, 2025 16th October, 2025 05th November, 2025 11th November, 2025 11th February, 2026

The maximum interval between any two meetings did not exceed 120 days.

S. No. Name of the Director Category Board Meetings entitled to attend Board Meetings Attended
1. Mr. Amit Gupta Managing Director 7 7
2. Ms. Pushpa Gupta Non- Executive Director 7 7
3. Mr. Ankit Rastogi Independent Director 7 7
4. Mr. Kapil Sharma Independent Director 7 7
5. Mr. Jagdip Panachand Vora Executive Director 7 7
6. Mr. Mayabhai Bhikhabhai Kotar Director 5 5

During the year under review following changes took place in the Board of Directors and Key Managerial Persons:

Mr. Mayabhai Bhikhabhai Kotar was appointed as an Additional and Non-Executive Director of the Company with effect from June 19, 2025 and his appointment was regularised by the Members at the Annual General Meeting (‘AGM) held on November 29, 2025.

However, subsequent to the closure of the financial year under review following changes took place in the Board of Directors and Key Managerial Persons:

Mr. Mayabhai resigned from the position of Non-executive Director with effect from 24th August 2026. Mr. Nirav Khatri was appointed as an Additional Director of the Company, with effect from 25th August 2026. Mr. Urvik Dipakbhai Joshi was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company, with effect from 07th September 2026. Mr. Vicky Deepakkumar Shah was appointed as an Additional Director designated as chairman of the Company, with effect from 07th September 2026.

Further, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

At present Board of Directors of the Company is comprised of following Directors:

S. No. Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Amit Gupta Managing Director 28/12/2018 NA
2. Ms. Pushpa Gupta Non- Executive Director 20/06/2018 NA
3. Mr. Ankit Rastogi Independent Director 28/12/2018 NA
4. Mr. Kapil Sharma Independent Director 05/08/2022 NA
5. Mr. Jagdip Panachand Vora Executive Director 04/08/2018 NA
6. Mr. Mayabhai Bhikhabhai Kotar Additional Director 19/06/2025 NA

Key Managerial Personnel:

Chief Financial Officer:

Mr. Amit Gupta is Chief Financial Officer of the Company.

Company Secretary

Mr. Arjun Dhingra is Company Secretary and Compliance officer of the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, The Directors, to the best of their knowledge and ability, hereby confirm that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That they 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 and Loss of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That they had prepared the Annual Accounts on a Going Concern Basis.

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. DECLARATION OF INDEPENDENCE OF DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on 11th

February 2026 for the Financial Year 2025-26 at the Registered Office of the Company situated at Office Flat No.1111-A, 11th Floor, Indra Prakash Building, 21, Barakhamba Road, New Delhi - 110 001, India.

15. COMMITTEES OF THE BOARD AND OTHER COMMITTEES

Currently, the Board has following committees: Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Board has accepted all recommendations of Audit Committee.

During the Financial Year under review 3 (Three) Meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. 29th May 2025

2. 11th November 2025

3. 11th February 2026

Composition of Audit Committee and its attendance meetings

S. No. Name of the Members Designation No. of the Meetings Attended
1. Mr. Ankit Rastogi Chairman Independent Director 3
2. Mr. Kapil Sharma Member Independent Director 3
3. Mr. Amit Gupta Member Executive Director 3

NOMINATION & REMUNERATION COMMITTEES:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the year under review 1 (One) meeting of the Nomination and Remuneration Committee was held: 19-06-2025

Composition of Nomination and Remuneration Committee and its attendance meetings:

S. No. Name of the Director Category N&R Committee Meeting entitled to attend
1. Mr. Ankit Rastogi Chairman (Independent Director) 1
2. Mr. Kapil Sharma Member (Independent Director) 1
3. Ms. Pushpa Gupta Member (Non-Executive Director) 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year under review One (1) meetings of the Stakeholder Relationship Committee were held:

1. 11-02-2026

S. No. Name of the Director Category N&R Committee Meeting entitled to attend
1 Mr. Ankit Rastogi Chairman (Independent Director) 1
2 Mr. Kapil Sharma Member (Independent Director) 1
3 Ms. Pushpa Gupta Member (Non-Executive Director) 1

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS

Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration Committee constituted by the Board have laid down the Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

17. DISCLOSURE ON VIGIL MECHANISM

As per the provisions of section 177(9) & (10) of the Companies Act, 2013, The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of

Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required to be disclosed in the Boards Report pursuant to Section 197 of the

Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as "Annexure I" to this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186

THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investment under Section 186 of the Act for the financial year 2025-26 are provided in the financial statement which also forms part of this Report.

20. PARTICULARS OF RELATED PARTY TRANSACTION

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this Report.

21. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as "Annexure III" to this report.

22. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company is aware of the risks associated with its Business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company; the key risks associated with the business and measure and steps in place to minimize the same.

23. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

25. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

26. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence the provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

27. AUDITORS& AUDITORS REPORT

Statutory Auditor

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on November 29, 2025 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

M/s. Kapish Jain & Associates., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26.

The Auditor of the Company provided the following qualification in the Audit Report for the FY 2025-26.

Secretarial Auditor

M/s. Vaibhav Sharma & Associates, Company Secretaries (Unique Code S2012DEL80700) having its Registered Office No. DG-II, 268A, Vikaspuri, New Delhi-110018 were appointed as Secretarial Auditors for the financial year 2025-2026 via a Board Meeting held on 11th February, 2026 pursuant to section 204 of the Companies Act, 2013.

The Secretarial Audits Report submitted by them in the prescribed Form MR-3 is attached as the "Annexure IV" to this report.

The Secretarial Auditor has provided certain observations in their report. The company has duly noted these observations and assures that appropriate measures will be taken to address them in the future.

Internal Auditor

The Company had appointed M/s. Appa & Associates, Accountant as Internal Auditor of the Company for Financial Year 2025-2026 and complied with the requirement of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee and/or to the Board of Directors under section 143(12) of the Act, including rules made there under.

29. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

During the financial year under review, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

32. DISCLOSURE ON THE PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

33. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of non-independent Directors and the Board as a whole, to review the performance of the Chiarman of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on February 11, 2026 for the Financial Year 2025-26 at the registered office of the Company.

34. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure V".

35. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Companys website at www.gflaluminum.in .

36. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company had availed credit facilities of 2.00 crore from Axis Bank Limited and had defaulted in repayment of the amounts due thereunder. An aggregate amount of approximately INR 2.06 crore was outstanding as at the date of the Balance Sheet, which has remained outstanding since December 31, 2019. In connection with the recovery of the aforesaid outstanding dues, Axis Bank Limited initiated proceedings before the Debt Recovery Tribunal-

III, Delhi ("DRT"). Pursuant to the order dated December 21, 2020, passed by the DRT-III, Delhi, the Company has been restrained from selling, transferring or otherwise creating any third-party interest in respect of the mortgaged property, being the commercial shop owned by Mrs. Puspha Gupta, Director of the Company, until further orders. The matter is pending adjudication before the DRT.

Further, vide order dated December 26, 2026 passed by the Joint Commissioner, Adjudication, CGST Delhi North, inter alia, the Company has been held to be a non-genuine taxable entity, with allegations relating to fraudulent availment of Input Tax Credit ("ITC") from its suppliers and passing on of such ITC to its customers. Consequently, a penalty amounting to 2,223.54 lakh has been imposed on the Company under the provisions of the Central Goods and Services Tax Act, 2017, and the rules made thereunder. The aforesaid order and the related proceedings may have a material impact on the financial position, liquidity and future operations of the Company, subject to the outcome of any appeal, review or other legal remedies available to the Company under applicable law.

37. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as the Company has listed its securities on the SME Exchange as mentioned in regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are exempted and hence the same has not been annexed to the Boards Report.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year Nil
No. of complaints disposed off during the year Nil
No. of cases pending for more than ninety days Nil

39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the year under review, the Company has not made any settlements with banks or financial institutions. As a result, no valuations were necessary.

42. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

For and on Behalf of
For Glaam Up Jwel Limited
(Formerly Known as Gleam Fabmat Limited)
Sd/- Sd/-
Nirav Khatri Jagdip Panachand Vora
Date: 07-09-2026 Additional Director Director
Place: New Delhi DIN: 09518891
DIN: 11651384

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