Koura Fine Diamond Jewelry Ltd Directors Report

To,

The Members ,

Your directors are pleased to present the Boards Report for year ended as on 31 st March, 2026.

1. FINANCIAL REVIEW:

In INR Lakhs

	Particulars	31/03/2026	31/03/2025
Revenue from Operation		9178.57	4196.05
Other Income		9.53	52.64
Total Revenue		9188.10	4248.69
Depreciation		13.46	12.07
Total Expenses		9084.36	4225.44
Profit / (Loss) before tax		103.74	23.26
Tax Expense		27.83	6.01
Profit / (Loss) after Tax		75.91	17.24

2. PERFORMANCE REVIEW:

During the financial year 2025-26, the Company recorded Revenue from Operations of

9,178.57 Lakhs, as compared to 4,196.05 Lakhs during the previous financial year

2024-25, reflecting a significant growth in operating revenue. Other Income stood at

9.53 Lakhs during the financial year 2025-26, as compared to 52.64 Lakhs in the previous financial year.

The Total Revenue of the Company increased to 9,188.10 Lakhs during the financial year 2025-26 from 4,248.69 Lakhs in the previous financial year. The Total Expenses increased to 9,084.36 Lakhs from 4,225.44 Lakhs, primarily in line with the substantial increase in the Companys operating revenue and business activities.

The Company reported a Profit Before Tax of 103.74 Lakhs during the financial year 2025-26, as compared to 23.26 Lakhs in the previous financial year. After accounting for tax expenses of 27.83 Lakhs, the Company recorded a Profit After Tax of 75.91 Lakhs during the financial year 2025-26, as against 17.24 Lakhs during the previous financial year, representing a significant improvement in profitability.

3. COMPANYS AFFAIRS:

The company is engaged in the Business of manufacturing and designing of Gold & Diamond Jewellery.

4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:

During the year under review, the company do not propose to transfer any sum to reserve, except for profit or loss earned during the year, which has been transferred to surpluses account.

5. DIVIDEND:

In order to conserve profit for future contingencies, your directors do not recommend dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

As the company has not declared and paid any divided during the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

7. SHARE CAPITAL:

As on March 31, 2026, the Companys Authorised Share Capital stood at INR

7,20,00,000/- (Rupees Seven Crore Twenty Lakhs only), divided into 72,00,000 Equity Shares of INR 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company was INR 6,06,35,000/- (Rupees Six Crore Six Lakh Thirty Five Thousand only), divided into 60,63,500 Equity Shares of INR 10/- each.

During the year under review, the Company allotted equity shares on various dates. 6,50,000 Equity Shares were allotted on August 22, 2025, 4,26,000 Equity Shares were allotted on September 10, 2025, 5,74,000 Equity Shares were allotted on October 6, 2025, and 7,85,000 Equity Shares were allotted on December 23, 2025.

Further, during the year under review, the Company also allotted 25,00,000 Equity Warrants on August 22, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Accordingly, there was a change in the Issued, Subscribed and Paid-up Share Capital of the Company during the year under review pursuant to the aforesaid allotments of Equity Shares.

8. DIRECTORS:

During the year under review, the following changes have occurred in the composition of the Board of Directors of the Company:

Mr. Soham Kamlesh Lodhiya was appointed as the Whole-time Director of the Company with effect from September 3, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Ms. Pratibha Kamlesh Lodhiya, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

As on March 31, 2026, the Board of Directors of the Company comprised 6 (Six) Directors.

9. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

10. KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Asha Rameshwarlal Jain resigned from the position of Company Secretary and Compliance Officer of the Company with effect from January 31, 2026. The Board places on record its appreciation for the valuable contribution and services rendered by her during her tenure with the Company.

Consequent to her resignation, the Board of Directors appointed Ms. Anchal Surya Prakash Patwari as the Company Secretary and Compliance Officer of the Company with effect from March 28, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

11. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company, during the period under review.

12. MEETINGS OF BOARD AND COMMITTEES:

During the year 9 (nine) Board Meetings were held by the Board of Directors of the Company. Dates of Board meeting are as under;

Sr.	Dates	Sr.	Dates
No.		No.
1	24/05/2025	7	14/11/2025
2	06/06/2025	8	23/12/2025
3	22/08/2025	9	28/03/2026
4	03/09/2025
5	10/09/2025
6	06/10/2025

13. DEPOSITS:

The Company has not invited or accepted deposit from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Also, the company is not made any default in repayment of deposits or payment of interest thereon, as no deposit has been invited or accepted by the Company during the year. There are no such deposits which are not in compliance with the requirements of Chapter V of the Act.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments, if any made by the Company pursuant to section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

All the Related Party Transactions entered into during the financial year were on an

Arms Length basis and in the Ordinary Course of Business. No material significant

Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

17. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Bimal Shah Associates, Chartered Accountants (Firm Registration No. 101505W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a consecutive term of five years, to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2031-32.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS 1 i.e. Secretarial Standard on meetings of Board of Directors and SS 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2025 26 is annexed herewith as Annexure B.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Munir Shah & Associates as the Internal Auditor of the Company for the financial year 2025 26.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

18. AUDITORS REPORT:

There are no adverse remarks or comments or reservation of opinion by the auditor in its audit report.

19. DETAILS OF FRAUDS REPORT BY THE AUDITOR:

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

20. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

Composition

Sr.
	Name of the Member	Designation
No.
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Kamlesh Lodhiya	Member

The Audit Committee met 3 times during the year. The dates on which Audit Committee Meetings were held were 24 th May, 2025, 03 rd September, 2025 and 14 th November, 2025. Necessary quorum was present at above Meetings.

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

Sr.
	Name of the Member	Designation
No.
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Pratibha Lodhiya	Member

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders relationship committee as per the provisions of Section

178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Sr.
	Name of the Member	Designation
No.
1.	Sona Bachani	Chairperson
2.	Kamlesh Lodhiya	Member
3.	Charmi Lodhiya	Member

21. VIGIL MECHANISM

The company has established vigil mechanism (whistle blower policy) and according to such policy, Audit Committee has been constituted for the purpose of vigil mechanism. All employees are encouraged to report any instance/s of unethical behaviour, fraud, violation of the companys code of conduct or any behaviour which may otherwise be inappropriate and harmful to the Chairperson of the Audit Committee. No such instances have been brought to notice during the year.

22. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT,

PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company had not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

23. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Company, joint venture & associate companies during the year.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.

25. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-A .

26. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled below:

Conservation of Energy:

The steps taken	or impact on conservation			The Company is taking due care for using
of energy				electricity. The Company usually takes
The steps taken by the		company	for	care for optimum utilization of energy. No
utilizing alternate sources of energy				capital investment on energy Conservation
The capital	investment	on	energy	equipment made during the financial year.
conservation equipment\u2019s

Technology Absorption:

The efforts made towards technology
			NIL
absorption
The benefits derived	like	product
improvement, cost reduction,		product	NIL
development or import substitution
In case of imported technology (imported
during the last three years	reckoned from
the beginning of the financial years)
(a) The details of technology imported
(b) The year of import
			NIL
(c) Whether the technology been fully
absorbed
(d) If not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
The expenditure incurred on Research and
			NIL
Development

Foreign Earnings and Outgo:

During the year, the Company has made following Foreign Exchange Earning and Outgo: Foreign Earnings: Nil Foreign Outflow: Nil

27. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has formed an Internal Complaint Committee.

During the financial year 2025-26, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31st March, 2026.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE

COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since, the Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibilities) Rules, 2014; the Company has not formed the Corporate Social Responsibility (CSR) Policy and the CSR Committee. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF

RISK MANAGEMENT POLICY OF THE COMPANY:

Considering the present condition of the company the company has yet to formulate the risk management policy, however the board is being regularly provided with information which may have potential threat of risk as and when required. However, the company shall formulate suitable Risk Management Policy in due course.

30. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

As such the company does not fall under the category of Listed Company or other specified public company, the requirement for the Internal Control System & its Adequacy is not required. However, the Board of Directors of the Company has formed the internal financial controls commensurate with the size of the Business.

31. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no material orders passed by the regulators or courts or tribunals impacting the going concern status of the companys operations in future.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management

Discussion and Analysis Report are annexed as Annexure C.

33. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. Corporate Governance is not applicable to the company under regulation 15(2) of SEBI (LODR) Regulations, 2015 since the company is listed on BSE SME platform.

34. SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly followed by the company.

35. THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.kouradiamondjewelry.com

36. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That have 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 March 31, 2026 and the profit and loss of the company for that period; c) That have 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) That the preparation of the annual accounts is on a going concern basis; e) Proper internal financial controls are laid down and are adequate and operating effectively.

f) That have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems been adequate and operating effectively.

37. DIRECTORS DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING

UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

39. 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 THE REASONS THEREOF.

No such incidence took place during the year.

40. LISTING

The Equity Shares of the Company are listed on BSE Limited (SME Board) from March 14, 2023 onwards. The company has paid listing fees to the Stock Exchange for the applicable year. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

41. GENERAL:

a) Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors.

42. APPRECIATION

The Company places on record its deep appreciation for all those who are associated with the Company and have continued their support towards the growth and stability of the Company.

Annexure-A

[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year:

Sr.	Name of Director	Designation	Remuneration	Ratio of	Percentage (%)
No.			paid in current	remuneration to	increase in
			year	director to Median	Remuneration
			(Amount in Rs.)	Remuneration of
				employees
1	Mr. Kamlesh Keshavlal	Managing Director	18,00,000	0.18	Nil
	Lodhiya
2	Ms. Charmi Kamlesh Lodhiya	Whole Time Director	12,00,000	0.28	Nil
		& CFO
3	Mrs. Pratibha Kamlesh	Director	Nil	NA	NA
	Lodhiya
4	Mr. Soham Kamlesh Lodhiya	Whole Time Director	Nil	NA	NA
5	*Ms. Asha Rameshwarlal Jain	CS	1,35,000	2.44	Nil

* Resigned on 31/01/2026

Note: Independent Directors do not receive any remuneration

1. The percentage increase in the median remuneration of employees in the financial year was: 8.70%

2. The number of permanent employees on the rolls of Company: 5

3. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of employees excluding KMPs: Nil

Average increase in remuneration of KMPs: Nil

4. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

5. Particulars of employee in terms of Sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There was no employee of the Company employed throughout the financial year with salary above Rs. 1 Crore and 2 Lakh per annum or employed in part of the financial year with an average salary above Rs. 8 Lakh and 50 thousand per month.

Further, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration in aggregate, in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent (2 per cent) of the equity shares of the Company.