Kabra Jewels Ltd Directors Report

DIRECTORS REPORT

To,

Dear Shareholders,

Your directors have pleasure in presenting 15^th (Fifteenth) Annual Report the business and operations of the Company and the accounts for the Financial Year ("FY") ended on 31^st March 2025.

FINANCIAL RESULTS:

		(Rs. In Lakhs)
PARTICULARS	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	21,088.25	16,379.00
Other Income	33.09	24.15
Total Revenue	21,121.34	16,403.16
Total Expenses	19,624.17	15,181.31
Profit/(Loss) before tax	1497.16	1221.85
Profit After Tax	1141.38	899.54

STATE OF COMPANYS AFFAIRS:

During the year under review, the Revenue from Operation of the Company increased from Rs. 16379.00 lakhs to Rs.21088.25 lakhs as compared to Previous Financial Year Ended on 31^st March, 2025. Pursuant to the increase in sales of the Company the profit of the Company increased from Rs. 899.54 lakhs to Rs.1141.38 lakhs as compared to Previous Financial Year Ended on 31^st March, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on the Companys website at http://kkjewels.org/ .

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There is no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relates and the date of the report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

SHARE CAPITAL:

Particular	Amount
Authorized Share Capital
Opening as on 01.04.2024	1,00,00,000
10,00,000 equity shares of Rs.10/- each
Addition during the year	10,00,00,000
1,00,00,000 equity shares of Rs.10/- each vide passing resolution at EOGM dated Saturday, 13 July, 2024
Closing as on 31.03.2025	11,00,00,000
1,10,00,000 equity shares of Rs. 10/- each
Paid-up & Subscribed Share Capital
Opening as on 01.04.2024	46,00,000
4,60,000 equity shares of Rs.10/- each
Addition during the year	6,90,00,000
6,900,000 equity shares of Rs.10/- each by Bonus Issue of Equity Shares vide passing board resolution for allotment dated on 09th August 2024.
Addition during the year	3,12,50,000
31,25,000 equity shares of Rs.10/- each by issuing IPO of the company as per the basis of allotment approved by the Designated Stock Exchange viz. National Stock Exchange vide passing board resolution dated 20th January, 2025
Closing as on 31.03.2025	10,48,50,000
1,04,85,000 equity shares of Rs.10/- each

INITIAL PUBLIC OFFERING (IPO)

During the Financial Year ended March 31, 2025, the Company successfully completed its Initial Public Offering (IPO) on the NSE Emerge platform. The ISIN No. of the Company is INE0XOW01017. A total of 31,25,000 equity shares were allotted to the public on January 20, 2025. The shares were subsequently listed and commenced trading on the NSE Emerge platform on January 22, 2025.

This milestone marks a significant achievement in the Companys growth trajectory, enhancing its visibility and providing access to capital for future expansion and development. The Board extends its gratitude to all stakeholders for their continued support and confidence in the Company.

During the period under review, the company has allotted 31,25,000 Equity Shares via Initial Public Offer w.e.f 20^th January 2025 and the subsequent listing of the company took place on 22^nd January, 2025.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Kailash Satyanarayan Kabra (DIN: 03135234) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) Appointment and Resignation of Directors

During the Financial Year ended March 31, 2025, the following changes occurred in the composition of the Board of Directors:

Name	Designation	Appointment/ Resignation	Effective Date
Mr. Anand Chandubhai Thakkar	Executive Director	Appointment	08.03.2025
Mr. Nimesh Puranprakash Phophalia	Non-Executive Director	Appointment	01.04.2024
Ms. Hetal Karsanbhai Vaghela	Independent Director	Appointment	11.06.2024
Mrs. Indira Suresh Vora	Independent Director	Appointment	06.04.2024
Ms. Ila Sunil Trivedi	Independent Director	Resignation	11.06.2024
Ms. Palak Malviya	Independent Director	Resignation	11.06.2024

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Kailash Satyanarayan Kabra	- Managing Director
2. Ms. Hiral Ishan Dave	- Company Secretary
3. Mrs. Rahul Jitendrakumar Jain	- Chief Finance Officer

MEETINGS OF THE BOARD:

The Board of Directors met at regular intervals during the Financial Year ended March 31, 2025, ensuring that the gap between two consecutive meetings did not exceed 120 days, in compliance with Section 173(1) of the Companies Act, 2013. A total of 27 Board meetings were convened and held on the following dates:

01.04.2024	09.08.2024	07.01.2025
06.04.2024	26.08.2024	08.01.2025
15.04.2024	27.08.2024	20.01.2025
09.05.2024	04.09.2024	21.01.2025
10.05.2024	12.09.2024	20.02.2025
05.06.2024	19.10.2024	08.03.2025
11.06.2024	24.10.2024	09.03.2025
13.06.2024	02.01.2025
30.06.2024	03.01.2025
13.07.2024	04.01.2025

All meetings were convened with proper notices, and the proceedings were duly recorded and signed, ensuring compliance with the statutory requirements.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ending on 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors 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 31^st March 2025 and of the Profit of the Company for the period ended on 31^st March 2025.

c) The Directors 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.

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. and posted on the website of the Company http://kkiewels.org/ .

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committees Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 09.03.2025 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus.

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 4 (Four) meetings were held viz 09.08.2024, 12.09.2024, 04.01.2025 and 25.02.2025. The Composition and attendance of the Committee as under:

Sr. No.	Name of Member	Chairman /Member	No. of Meetings attended
1	Ms. Hetal Karsanbhai Vaghela	Chairman	04
2	Mrs. Indira Suresh Vora	Member	04
3	Mr. Kailash Satyanarayan Kabra	Member	04

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 3 (Three) meetings were held viz 09.08.2024, 04.01.2025 and 25.03.2025. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mrs. Indira Suresh Vora	Chairman	03
2	Mr. Nimesh Puranprakash	Member	03
3	Ms. Hetal Karsanbhai Vaghela	Member	03

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 3 (Three) meetings were held viz 09.08.2024, 04.01.2025 and 25.03.2025. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman /Member	No. of Meetings attended
1	Mrs. Indira Suresh Vora	Chairman	03
2	Mr. Nimesh Puranprakash	Member	03
3	Ms. Hetal Karsanbhai Vaghela	Member	03

IV. Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 3 (Three) meetings were held viz 09.08.2024, 04.01.2025 and 25.03.2025. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mrs. Indira Suresh Vora	Chairman	03
2	Mr. Nimesh Puranprakash	Member	03
3	Ms. Hetal Karsanbhai Vaghela	Member	03

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-A to this Report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in this Annual Report.

M/s. S. N Shah & Associates, Chartered Accountants (ICAI Firm Registration No. 109782W), Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the 13^th Annual General Meeting was held on 30^th September, 2023 to hold the office from conclusion of that meeting until the conclusion of the 18^th Annual General Meeting of the Company to be held in 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Dhyanam Vyas (Mem. No: F13259, COP: 21815), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2025.

The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March 2025 is annexed to this report as Annexure - B.

There is no observation made by the Secretarial Auditor of the Company.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors:

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence,

Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

Further, in the ensuing Annual General Meeting, your directors have proposed to pass the Special resolution u/s 188 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 202425. The details regarding the same is enclosed as Annexure - C.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - D.

CORPORATE GOVERNANCE:

As the Company qualifies as a small listed entity under Regulation 15 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015—having both paid-up capital and turnover below threshold values—the mandated corporate governance committee norms (Regulations 17-27, clauses (b) to (i) of sub-Regulation (2) of Regulation 46, and Paragraphs C, D, and E of Schedule V) do not apply. Consequently, corporate governance disclosures in the Directors Report (including committee constitution) are not mandatory this year.

Pursuant to the Listing Regulations, the Corporate Governance Report regarding compliance of conditions of Corporate Governance, is not applicable to the companies listed on SME Exchange of stock exchanges, therefore the said report is not applicable to your company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure-E.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value.

The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in pharmaceutical business and environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to NSE.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year.

The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

	For and on behalf of the Board
	Kailash Satyanarayan Kabra
	Chairman and Managing Director
	(DIN: 03135234)
Date: 01.09.2025
Place: Ahmedabad