Mini Diamonds India Ltd Directors Report

Boards Report

To,

The Members

Mini Diamonds (India) Limited.

Your Directors hereby present the 39th (Thirty Ninth) Annual Report on the Business and Operations of the company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

KEY FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 ("the Act") as well as the relevant applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and subsequent amendments thereto.

Financial highlights of the Company for the financial year ended March 31, 2026 is summarized below:

			(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the financial year ended on March 31, 2026	For the financial year ended on March 31, 2025	For the financial year ended on March 31, 2026
Revenue from operations	56784.91	40,557.47	56721.69
Other Income	50.42	35.38	50.44
Total Income	56835.33	40592.85	56772.13
Expenses	56611.74	39887.81	56603.34
Net Profit before Exceptional items & Taxes	223.59	705.04	168.79
Less: Exceptional items	(43.90)	(156.01)	(43.90)
Net Profit for the year before Taxes	179.69	549.03	124.89
Less: Provision for Taxes
Current Tax	56.28	178.65	56.28
Deferred Tax Assets	(13.05)	(36.87)	(13.78)
(Excess)/ Short Provision for tax of earlier years	(23.99)	63.50	(23.99)
Profit for the year	160.46	343.75	106.38

REVIEW OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company has reported a total income of Rs.56,835.33 Lakhs as against Rs. 40,592.85 Lakhs in the previous financial years. The total income has increased by 16242.48 Lakhs as compared to the previous financial year. The Profit before tax was Rs. 179.69 Lakhs as against Profit before tax of Rs. 549.03 Lakhs in the previous financial year. The Profit after tax was Rs. 160.46 Lakhs as against Profit after tax Rs. 343.75 Lakhs in the previous financial year. The net profit of the Company has decreased by Rs. 183.29 Lakhs as compared to the previous financial year.

The Consolidated financial statements comprise of financials of the Company and its subsidiary company viz., Namra Jewels Private Limited and Pyramid Gold Assaying & Hallmarking Centre Private Limited. The consolidated revenue for the financial year 2025-26 is Rs. 56721.69 Lakhs and the Profit after tax is Rs. 106.38 Lakhs.

The Company operates in a single segment viz. Manufacturing, Trading & Exporting of Cut & Polished Diamonds/ Studded Jewelry. An analysis of performance for the financial year including the major developments, if any, has been included in the Management Discussion & Analysis Report, which forms part of the Annual Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review and the Company continues to operate in a single segment.

DIVIDEND:

In order to preserve the resources and for undertaking future expansion plan, your directors have not recommended any dividend for the financial year 2025-26.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the financial year under review.

TRANSFER TO RESERVES:

During the financial year 2025-26, the Company has not transferred any amount to the general reserves.

SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the company at the beginning of the financial year was Rs. 24,00,00,000 (Rupees Twenty Four Crore) consisting of 2,40,00,000 (Two Core Forty Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten) each, however, during the year under review the Authorized Share Capital of the company has increased from Rs. 24,00,00,000 (Rupees Twenty Four Crore) consisting of 2,40,00,000 (Two Core Forty Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten) each to Rs.30,00,00,000 (Rupees Thirty Crore) consisting of 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten) each pursuant to the approval of the members of the Company in its Extra Ordinary General Meeting ("EGM") held on May 13, 2025.

Further, the equity shares of the Company were sub-divided in such a manner that every 1 (One) existing fully paid- up equity share having a face value of Rs.10/- (Rupees Ten only) each was sub-divided into 5 (Five) fully paid-up equity shares having a face value of Rs.2/- (Rupees Two only) each, ranking pari-passu in all respects. The said sub-division of equity shares was approved by the members of the Company through Postal Ballot on November 02, 2025.

Consequent to the aforesaid sub-division, as on March 31, 2026, the Authorised Share Capital of the Company stands at Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crore) equity shares of Rs.2/- (Rupees Two only) each.

After the closure of financial year and as on the date of signing of this report, the Authorised Share Capital of the Company has increased from Rs. 30,00,00,000/- (Indian Rupees Thirty Crore) consisting of 15,00,00,000 (Fifteen Crore) equity shares of face value of Rs. 2/- (Rupees Two only) each to Rs. 50,00,00,000/- (Rupees Thirty Crore) consisting of 25,00,00,000 (Twenty Five Crore) Equity Shares of Rs. 2/- (Rupees Two only) each pursuant to the approval of the members of the Company by way of Postal Ballot on May 30, 2026.

Paid up Share Capital:

During the year under review, equity shares of the Company were sub-divided in such a manner that every 1 (One) existing fully paid-up equity share having a face value of Rs.10/- (Rupees Ten only) each was sub-divided into 5 (Five) fully paid-up equity shares having a face value of Rs.2/- (Rupees Two only) each, ranking pari-passu in all respects. The said sub-division of equity shares was approved by the members of the Company through Postal Ballot on November 02, 2025.

Pursuant to the subdivision of Share capital the issued, subscribed and paid-up share capital of the Company as on March 31, 2026, is Rs. 23,56,91,160 (Rupees Twenty-Three Crore Fifty-Six Lakh Ninety-one thousand one hundred and sixty) consisting of 11,78,45,580 (Eleven Crore Seventy-Eight Lakh Forty-Five Thousand Five Hundred Eighty) equity shares of Face Value Rs. 2/- (Rupees Two) each.

After the closure of financial year and as on the date of signing of this report, the Paid Up Share Capital of the Company has increased from Rs. 23,56,91,160 (Rupees Twenty-Three Crore Fifty-Six Lakh Ninety-one Thousand One Hundred and Sixty) consisting of 11,78,45,580 (Eleven Crore Seventy-Eight Lakh Forty-Five Thousand Five Hundred Eighty) equity shares of face value of Rs. 2/- (Rupees Two only) each to Rs. 47,13,82,320/- (Rupees Forty Seven Crore Thirteen Lakh Eighty Two Thousand Three Hundred and Twenty) consisting of 23,56,91,160 (Twenty- Three Crore Fifty-Six Lakh Ninety-One Thousand One Hundred and Sixty) Equity Shares of Rs. 2/- (Rupees Two only) each pursuant to Bonus Issue approved by members by way of Postal Ballot on May 30, 2026.

PREFERENTIAL ISSUE OF WARRANTS AND CONVERSION:

During the Financial Year under review:

> the Board at its meeting held on April 15, 2025 has approved the issuance of up-to 60,00,000 (Sixty Lakhs) convertible equity warrants of face value of Rs. 10/- each at a price of Rs. 153/- (including a premium of Rs. 143/-) per equity warrant aggregating up-to maximum amount of Rs. 91,80,00,000/- by way of preferential issue to individuals/entities under public category.

> the Members of the Company at their EGM held on May 13, 2025 has approved the aforesaid issuance of convertible equity warrants.

> the Company had filed listing application to BSE Limited for issuance of convertible equity warrants however, the said application is being rejected.

Further, after the closure of Financial Year but before signing of this Report:

> The Board at its meeting held on July 09, 2026 has approved the issuance of up-to 1,11,00,000 convertible equity warrants of face value of Rs. 2/- each at a price of Rs. 8/- (including a premium of Rs. 6/-) per equity warrant aggregating up-to maximum amount of Rs. 8,88,00,000/- by way of preferential issue to persons belonging to promoter(s)/ Promoter Group.

> the Members of the Company at their EGM held on August 07, 2026 has approved the aforesaid issuance of convertible equity warrants. Further, the Company shall allot the said warrants upon receipt of listing approval from BSE Limited.

> The Company has filed listing application to BSE Limited for issuance of convertible equity warrants however, the said application is still pending for approval.

ALTERATION IN MEMORANDUM OF ASSOCIATION:

During the year under review the Capital Clause of Memorandum of Association ("MOA) was altered twice:

1. The authorised share capital of the Company was increased from Rs. 24,00,00,000/-(Indian Rupees Twenty- Four Crore only) consisting of 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of Rs. 10/- (Indian Rupees Ten only) each to Rs. 30,00,00,000/-(Indian Rupees Thirty Crore only) consisting of 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Indian Rupees Ten only) each pursuant to the approval of the Members of the Company at their EGM held on May 13, 2025.

2. Equity shares of the Company were sub-divided in such a manner that every 1 (One) existing fully paid-up equity share having a face value of Rs.10/- (Rupees Ten only) each was sub-divided into 5 (Five) fully paid-up equity shares having a face value of Rs.2/- (Rupees Two only) each, ranking pari-passu in all respects. The said sub-division of equity shares was approved by the members of the Company through Postal Ballot on November 02, 2025. Pursuant to which the Capital clause of the Memorandum read as follows:

"The Share Capital of the Company is INR 30,00,00,000/-(Indian Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crores) equity shares of INR 2 (Indian Rupees Two) each".

Further, after the closure of financial year and before the signing of this report the Memorandum of Association ("MOA") of the Company was altered and the authorised share capital of the Company was increased from INR 30,00,00,000/-(Indian Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crores) equity shares of INR 2 (Indian Rupees Two) each to INR 50,00,00,000/- (Indian Rupees Fifty Crore Only) divided into 25,00,00,000 (Twenty Five Crore) equity shares of INR 2 (Indian Rupees Two) each. Pursuant to which the Capital clause of the Memorandum read as follows:

"The Share Capital of the Company is INR 50,00,00,000/-(Indian Rupees Fifty Crore only) divided into 25,00,00,000 (Twenty-Five Crores) equity shares of INR 2 (Indian Rupees Two) each"

ALTERATION IN ARTICLES OF ASSOCIATION:

During the financial year under review, there was no alteration in the Articles of Association ("AOA") of the company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has two subsidiary companies the details of these companies are as follows:

Name of the Company	Incorporation Date
Namra Jewels Private Limited (Wholly-Owned Subsidiary)	July 22, 2024
CIN: U32112MH2024PTC429207
Pyramid Gold Assaying & Hallmarking Centre Private Limited	August 06, 2024
CIN: U24205MH2024PTC430214

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company has been prepared and forms part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Subsidiary Company(ies) is attached to the financial statements in Form AOC-1 and is annexed herewith as "Annexure-I" and forms a part of this Report.

As on March 31, 2026, the Company has no material subsidiaries. Further, the Companys "Policy on Material Subsidiaries" can be accessed at: https://www.minidiamonds.net/uploads/investor-relations /policy-for-determining- material-subsidiaries-0AD11397-CBCE-4931-BD50-28E325F168E3.pdf .

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at https:// www.minidiamonds.net/investors-types/annual-reports. Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at https://www.minidiamonds.net/investors-types/financial-statements-of-subsidiaries. Members interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary and Compliance Officer at compliance@minidiamonds.net.

Your Company does not have any Associate Company or Joint Venture. Further, no Company ceased to be Subsidiary or Associate or Joint Venture of the Company, during the financial year under review

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or invited any deposits from the public falling within the ambit of Section 73 & Section 76 of the Act read with Companies (Acceptance of Deposits), Rules, 2014. As on March 31,2026 there were no deposits lying unpaid or unclaimed.

ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in e-Form MGT-7 for the financial year 2025-26 is available on the website of the Company and can be accessed at the following link: https://www.minidiamonds.net/investors-types/annual-return.

DIRECTORS & KEY MANAGERIAL PERSONNEL ("KMP"):

Your Company has an appropriate mix of directors on its Board. The composition of the Board of your Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Act. None of the Directors are disqualified as specified under Section 164 of the Act.

BOARD OF DIRECTORS:

As on March 31,2026, the Board of Directors ("the Board") of the company comprises of 6 (Six) Directors which are as follows:

Sr. No.	Name of Director	Designation
1.	Mr. Upendra Narottamdas Shah	Chairman & Managing Director
2.	Mr. Ronish U Shah	Executive Director
3.	Mr. Narayanbhai Pragjibhai Kevadia	Non-Executive Director
4.	Mr. Chintan Mahesh Shah	Independent Director
5.	Ms. Niharika Roongta	Independent Director
6.	Mr. Ashutosh Chandraprakash Tiwari	Independent Director

Changes in the Board Composition:

During the financial year under review:

> Ms. Niharika Roongta (DIN: 08858090) was re-appointed by the members of the Company in their meeting held on September 30, 2025 as an Independent Director for a second term of 5 (five) consecutive years commencing from September 04, 2025 up-to September 03, 2030 (both days inclusive).

> Mr. Ronish U Shah (DIN: 03643455) was re-appointed by the members of the Company in their meeting held on September 30, 2025 as an Executive Director for a term of 3 (Three) consecutive years commencing from September 02, 2025 to September 01,2028 (both days inclusive).

Appointment and Re-Appointment of Directors:

The following Directors are proposed to be appointed/re-appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 39^th AGM forming part of this Annual Report:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Upendra Narottamdas Shah (DIN: 00748451), who retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Re-appointment of Mr. Upendra Narottamdas Shah (DIN: 00748451) as the Managing Director:

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on Wednesday, September 04, 2026 has re-appointed Mr. Upendra Narottamdas Shah (DIN: 00748451) as the Managing Director of the Company for a period commencing from March 1, 2027 to March 1, 2030, subject to the approval of the members at the ensuing AGM.

The terms and conditions including remuneration are given in the explanatory statement and annexure attached to the notice of AGM.

The Company has received the requisite Notices from a member in writing proposing their appointment as Directors.

Brief profile of the Director proposed to be appointed/re-appointed as stipulated under of SEBI Listing Regulations and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") is given in the Notice of AGM forming part of this Annual Report.

Based on the written representations received from the Director he is not disqualified under Section 164 (2) of the Act, and is also not debarred by SEBI or any other statutory authority for holding office of a Director. The Director has also made necessary disclosures as required under provisions of Section 184(1) of the Act. As required by SEBI Listing Regulations, a certificate from Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance Report as annexed herewith as "Annexure - VII" and forms a part of this Annual Report.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) & (7) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority.

Further, in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience, including the proficiency required to best serve the interest of the Company.

The details of the Board and Committee Composition, tenure, cessation, appointment or re-appointment of Directors are provided in the Corporate Governance Report as annexed herewith as "Annexure - V" and forms a part of this Annual Report.

KEY MANAGERIAL PERSONNEL ("KMP"):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31,2026:

Sr. No.	Name of KMP	Designation
1	Mr. Upendra Narottamdas Shah	Chairman & Managing Director
2	Mr. Prashant Jayant Chauhan	Chief Financial Officer (CFO)
3	Mrs. Archana Rajesh Agarwal	Company Secretary (CS) & Compliance Officer

After the closure of Financial Year but before the signing of this Report Mrs. Archana Rajesh Agarwal, Company Secretary and Compliance Officer of the Company has resigned w.e.f. August 03, 2026, and Mrs. Ayushi Lunia was appointed as the Company Secretary and Compliance Officer w.e.f August 04, 2026.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, and the same is uploaded on the website of the Company and can be accessed at the web-link: https://www.minidiamonds.net/uploads/investor-relations/ nomination--remuneration-policy-8C4E76DD-3C92-4AA0-934A-D5128C750215.pdf

The salient features covered in the policy are:

• Criteria for appointment, removal and retirement of Directors and Managerial Personnel including the qualification and diversity requirements, their term and their evaluations

• Policy for remuneration to Executive Directors, Non-Executive/Independent Directors and Managerial Personnel

• Familiarisation programmes to be conducted for Directors

• The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

FAMILIARISATION PROGRAMMES FOR DIRECTORS:

As part of the best practices, all new Directors, including Independent Directors, who joins the Board, undergoes a formal orientation program. According to Regulation 25 of the SEBI Listing Regulations, the Directors of the Company are well updated on material changes/developments in the corporate scenario, including those pertaining to statutes/ legislation & economic environment and on matters significantly affecting the Company to enable them to take well informed and timely decisions.

The Directors are also kept abreast on all business-related matters including corporate social responsibility and sustainability interventions, succession plans including management development processes and new initiatives proposed by the Company.

The policy of the familiarization programmes for Independent Directors is available on the Companys website at https://www.minidiamonds.net /uploads /investor-relations/policy-for-familiarization-programmes-for-independent- directors-4ED332CF-2F70-4FC9-A264-8D1003F7A385.pdf.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

In compliance with the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the Annual Performance evaluation of Individual Directors, Committees of the Board and the Board as a whole in accordance with the framework and criteria laid down by the Nomination and Remuneration Committee. A structured questionnaire was prepared separately for the Board, Committees and Individual Directors, inter-alia covering various parameters viz. composition and structure of the Board, responsibilities, attendance including participation of the Directors at the Board and Committee meetings, governance and compliance as a whole, quality of deliberations and effectiveness of the procedures and all other factors. The above criteria are broadly based on the SEBI Guidance Note on Board Evaluation.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, Independent Directors at their separate meeting had evaluated performance of Non-

Independent Directors, Board as a whole, Chairman of the Board and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held on August 03, 2026. The recommendations of the Committee were subsequently considered by the Board at its meeting held on August 03, 2026, thereby concluding the performance evaluation process.

The manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures pertaining to remuneration and other details as required pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure "III" and forms part of this Annual Report.

CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Companys website-https://www.minidiamonds.net/ uploads/investor-relations/code-of-conduct-for-board-and-smp-E2DC0CAE-1F6B-491D-BD0A-5884E0E24998.pdf

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI Listing Regulations, a declaration signed by the Managing Director to this effect is annexed in the Corporate Governance Report as Annexure - "VIII" forming a part of this Annual Report.

NUMBER OF MEETING OF THE BOARD:

The Board met 7 (Seven) times during the financial year under review. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Meetings of the Board ("SS-1") and SEBI Listing Regulations, as amended from time to time. The details of the meetings are disclosed in the Corporate Governance Report forming part of this Annual Report.

COMMITTEE OF THE BOARD:

The Company has in place 3 (three) committees in compliance with the Companies Act, 2013 and SEBI Listing Regulations viz;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

The details of all the Committees along with their composition, terms of reference, meetings held during the financial year and attendance at the meetings are disclosed in the Report on Corporate Governance that forms part of this Annual Report.

1. Audit Committee

During the financial year 2025-26, the Audit Committee met 5 (Five) times i.e., on May 30, 2025, August 13, 2025, September 02, 2025, November 13, 2025, and February 13, 2026 respectively. The details pertaining to composition of the Audit Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

2. Nomination and Remuneration Committee:

During the financial year 2025-26, the Nomination and Remuneration Committee met 3 (three) time, i.e., on May 30, 2025, August 13, 2025, and September 02, 2025 respectively.

The details pertaining to composition of the Nomination and Remuneration Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

3. Stakeholders Relationship Committee:

During the financial year 2025-26, 1 (one) meeting of the Stakeholders Relationship Committee was held i.e. on February 13, 2026.

The details pertaining to composition of the Stakeholders Relationship Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

The details with respect to the composition, number of meetings held, and terms of reference for each committee are given in the Corporate Governance Report forming part of this Annual Report.

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 13, 2026 to review the performance of Non-Independent Directors and Board as a whole, to assess the quality, quantity and flow of information between the management and the Board. The said meeting was attended by all the Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Act and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

RISK MANAGEMENT:

The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

The Risk Management Policy of the Company is available on the website and can be accessed at: https://www. minidiamonds.net/uploads/investor-relations/risk-management-8D8FF40E-2F97-48DD-AF7A-85260C246D98.pdf.

VIGIL MECHANISM/ WHISTLE BLOWERS POLICY:

The Company has a vigil mechanism to report concerns about unethical behavior, actual/ suspected frauds and violation of Companys Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistle blower through several channels. The Audit Committee of the Board oversees the functioning of Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The said Mechanism is established for directors and employees to report their genuine concerns. The procedure and other details required to be known for the purpose of reporting such grievances or concerns are uploaded on the website of the Company. The Policy is available on the Companys website and can be accessed at: https://www.minidiamonds.net/uploads/ investor-relations/vigil-mechanism--whistle-blower-policv-AEC43F85-20F9-43E6-BA42-8AF620F2C946.pdf.

We affirm that no employee/director has been denied access to the Chairman of Audit Committee and that no complaint was received during the financial year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant orders passed by any of the Regulators or Courts or Tribunals, which has an impact on the operations of the Company or affecting the Going Concern status of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions related to Corporate Social Responsibility ("CSR") under Section 135 of the Act and the Rules made thereunder are not applicable to the Company during the financial year under review.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place well defined and adequate internal financial controls and the same were operating effectively throughout the financial year.

The Company has timely statutory audit and procedural checks in place. The Board evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the financial year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company, if any and falling under the purview of Section 186 of the Act are given in the notes to the Financial Statements, forms part of this Annual Report.

PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https:// www.minidiamonds.net /uploads/investor- relations/related-partv-transactions-policv-C59DBC40-8FDE-4673-9612-C2D2D554BB77.pdf

All contracts or arrangements or transactions entered during the financial year with related parties were on arms- length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for financial year 2025-2026. The details of transactions with Related Parties during the period are available in notes attached to the Financial Statements.

Further, a statement of all Related Party Transactions is placed on a quarterly basis before the Audit Committee and also before the Board for approval.

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the financial year under review, the Company has not borrowed any amount from the Director(s) or their relative. Theres no loan outstanding from Directors or their relative as on March 31,2026 as disclosed in the notes to the Financial Statements, as included in this Annual Report.

STATUTORY AUDITORS AND AUDITORS REPORT:

At the 36^th Annual General Meeting ("AGM") of the Company held on September 30, 2023, the members of the Company had approved the appointment of M/s. Mittal & Associates, Chartered Accountants, (Firm Registration No. 106456W) as the Statutory Auditors of your Company for a period of 5 (five) years commencing from the conclusion of 36^th AGM till the conclusion of 41^st AGM to be held for the financial year ending March 31,2028.

The Company has obtained written consent and a certificate from M/s. Mittal & Associates confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act.

The Auditors Report for the financial year ended March 31,2026 does not contain any qualification, reservation or adverse remark. The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the Statutory Auditors, the Internal Auditors or the Secretarial Auditors to the Audit Committee, the Board, or to the Central Government, under Section 143(12) of the Act. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mr. Vishal N Manseta, Practicing Company Secretary, (Membership No.: FCS 14075/C.P. No.: 8981) (Peer Review: PR 1584/2021) was appointed as the Secretarial Auditors of the Company to conduct the secretarial audit of the Company for financial years 2025-26 to 2029-30 at the 38^th Annual General Meeting held on September 30, 2025.

The Secretarial Audit Report, in the prescribed Form No. MR-3 received from Secretarial Auditors for the financial year ended March 31,2026, is annexed to this Report as Annexure "II" and forms part of this Annual Report. The qualifications given by the Secretarial Auditors in their Audit Report for the financial year 2025-26 along with the managements reply are as under:

Qualification	Managements reply
On July 10, 2025, the Company made an announcement regarding the receipt of a work order and its participation in B2C Exhibition under the head " General Announcement i.e. Business Updates". In this regard, BSE Limited vide its e-mail dated July 24, 2025, sought clarification regarding the Non Submission of XBRL Filing of Bagging/ Receiving of orders/ contracts, to which the Company had duly submitted a reply vide its e-mail dated July 31,2025 to the BSE Limited. No further communication was received from BSE LIMITED in this regard.	We would like to inform you that the following reply was submitted to BSE Limited ("BSE") vide email: "Since the transaction entered into by the Company is not material in nature when compared with the threshold limits, the Company has not filed XBRL for the same. Also, the Company has filed the said transaction under the head "General announcement" i.e. business updates and not under awarding/ bagging/ receiving/ amendment or termination of awarded/bagged orders/contracts not in the normal course of business." No further communication was received from BSE in this regard.
Delay was observed in recording certain UPSI entries, this delay was due to non-maintaining SDD Software in prudent manner, due to which Company was SDD - Non - Compliant. The SDD Certificate was submitted to the BSE and e-mail dated December 22, 2025 BSE communicated the date of SDD inspection. The inspection was conducted on given time, and on January 07, 2026 SDD - Non - Compliant tag was cleared.	Utmost care was taken to prevent the leakage of UPSI and the designated persons were duly informed to restrict themselves from trading in securities of the Company based on such UPSI. The management shall ensure that going forward, necessary entries are made in the SDD.

As on March 31, 2026, the Company does not have any material subsidiary(ies). Therefore, the requirement of Regulation 24A of SEBI Listing Regulations of undertaking Secretarial Audit of Material Unlisted Indian Subsidiary of the Company is not applicable for the financial year ended March 31, 2026.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by Securities and Exchange Board of India, your Company has obtained Annual Secretarial Compliance Report for the financial year 2025-26, from Mr. Vishal N Manseta, Practicing Company Secretary, pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2026 has been submitted to the Stock Exchanges on May 29, 2026 and the said report may be accessed on the Companys website at the link https:// www.minidiamonds.net/investors-types/secretarial-compliance-report .

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, which came into effect on December 13, 2024, significant amendments were introduced to the SEBI Listing Regulations, including Regulation 24A, which mandates that listed entities appoint or re-appoint a Peer Reviewed Secretarial Auditor for a continuous term as prescribed subject to approval by the members at the AGM.

The members at their meeting held on September 30, 2025, upon the recommendation of the Audit Committee, appointed Mr. Vishal N. Manseta, a Peer Reviewed Company Secretary in Practice (Peer Review No. 1584/2021, Membership No.: FCS 14075 and C.P. No.: 8981) as Secretarial Auditors for a term of 5 (five) consecutive years commencing from financial year 2025-26 to 2029-30.

INTERNAL AUDITOR:

The Company has appointed M/s Jain Chandresh & Associates, Chartered Accountants, (Firm Registration Number/ Membership Number: 139662W/145404), as Internal Auditor of the Company, pursuant to provisions of Section 138 of the Act.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically.

The management examines the internal auditors report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.

COST AUDITORS AND MAINTENANCE OF COST RECORDS:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor and maintenance of Cost Records and Cost Audit records is not applicable to the Company for the financial year 2025-26.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:

(A) CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: Nil

iii. the capital investment on energy conservation equipments: Nil

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be Nil.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the financial year and the Foreign Exchange outgo during the financial year in terms of actual outflows:

		(Amount in Rs.)
Particulars	Financial Year 2025-26	Financial Year 2024-25
Earnings in Foreign Currency	51,29,24,182	2,74,10,236
Expenses in Foreign Currency	125,09,33,563	83,74,03,943

LISTING ON STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2025-26 to the said Stock Exchange.

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

BONUS ISSUE

After the end of financial year 2025-26 and as on the date of signing of this report, Members of the Company through Postal Ballot May 30, 2026 approved Bonus Issue of 11,78,45,580 (Eleven Crore Seventy-Eight Lakh Forty-Five Thousand Five Hundred Eighty) equity shares of face value of Rs. 2/- (Rupees Two only) each aggregating to Rs. 23,56,91,160/- (Rupees Twenty-Three Crore Fifty-Six Lakh Ninety-One Thousand One Hundred and Sixty). The said equity shares were allotted on June 17, 2026.

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY:

After the end of financial year 2025-26 and as on the date of signing of this report, Members of the Company at their EGM held on August 07, 2026 has approved the issuance of up-to 1,11,00,000 convertible equity warrants of face value of Rs. 2/- each at a price of Rs. 8/- (including a premium of Rs. 6/-) per equity warrant aggregating up-to maximum amount of Rs. 8,88,00,000/- by way of preferential issue to persons belonging to promoter(s)/ Promoter Group. The Company shall allot the said warrants upon receipt of listing approval from BSE Limited.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

The Company has complied with respect to the provisions of Corporate Governance within prescribed timeline as per the provisions of Listing Regulations.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.

Report on Corporate Governance along with a Certificate received from Mr. Vishal N Manseta, Practicing Company Secretary, (Peer Review No.: PR 1584/2021) (Membership No. FCS 14075, C.P. No. 8981) regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure - "V" & "VI" respectively and forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as prescribed under Part B of Schedule read with Regulation 34 of SEBI Listing Regulations is provided as separate Annexure "IV" and forms a part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the clauses of Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings issued and notified by Institute of Company Secretaries of India. ("ICSI") during the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Reporting (BRSR) is applicable to top 1000 listed entities based on market capitalisation. Since your company has not been in the list of top 1000 listed entities based on market capitalisation as on March 31,2026, BRSR is not applicable to the Company for financial year 2025-26.

OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") applies to all workplaces, including government, private, and non-governmental organizations, as well as any organization, institution, undertaking, or establishment that employs ten or more individuals and is required to constitute an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place for every woman employee. Since the number of employees in the Company were less than ten during the financial year under review, therefore the provisions related to POSH Act and the Rules made thereunder is not applicable.

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The necessary disclosure in terms of requirements of Rule 8 of the Companies (Accounts) Rules, 2014 and SEBI Listing Regulations in this regard is given below:

Sr. No. Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed of during the year	Nil
3. Number of cases pending for more than ninety days	Nil

COMPLIANCE OF THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961:

The Company is not required to comply with the provisions of the Maternity Benefit Act, 1961, as the number of employees on the pay roll of the Company were less than ten during the financial year under review.

E-VOTING FACILITY AT AGM:

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 39^th AGM of the Company shall be transacted through electronic voting system and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by Purva Sharegistry (India) Private Limited ("Purva"). The detailed process and guidelines for e-Voting have been provided in the notice convening the meeting which forms part of this Annual Report.

GENERAL DISCLOSURES:

During the financial year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature:

a) no application has been made under the Insolvency and Bankruptcy Code, 2016, as amended, hence, the requirement to disclose the details of application made or any proceeding pending under the said Code along with their status as at the end of the financial year is not applicable.

b) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable as there was no such valuation done.

c) there was no revision of financial statements and Boards Report of the Company.

d) the Company couldnt implement one Corporate Action: Preferential Allotment of Convertible warrants due to non-receipt of requisite listing approval, the details of which have been disclosed in this report.

e) there were no agreements entered by the Company which comes within the purview of Regulation 30A of Listing Regulations.

f) the trading of securities of the Company was not suspended by the stock exchange.

g) issue of equity shares with differential rights as to dividend, voting or otherwise

h) issue of shares (including sweat equity shares) to employees of the Company under any scheme.

i) buy back of the shares of the Company.

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 39^th AGM of the Company including the Annual Report for the financial year 2025-26 are being sent to all shareholders whose e-mail addresses are registered with the Company/Depository Participant(s).

ACKNOWLEDGEMENT:

Your directors place on records their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

	For and on behalf of the Board of Directors
	Mini Diamonds (India) Limited
	Sd/-
	Upendra Narottamdas Shah
Place: Mumbai	Chairman and Managing Director
Date: September 04, 2026	DIN: 00748451