Parshva Enterprises Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 9th Annual Report on the business and operations of your Company along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended March 31, 2026 is summarized below:

( in Lakhs)

PARTICULARS	Standalone		Consolidated
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	2475.67	2477.41	2475.67	2477.41
Finance Cost	4.33	10.61	4.34	10.64
Depreciation	6.88	15.28	6.88	15.28
Other Expenses	27.79	28.09	28.77	29.62
Profit/Loss before tax and exceptional Item	41.41	32.81	40.41	31.26
Less: Extraordinary Items	5.39	4.28	5.39	5.08
Less: Deferred Tax Asset (Net)	0.00	-1.91	0.00	-1.91
Less: Current Tax	9.07	9.40	9.07	9.40
Profit for the year	26.95	18.05	25.96	18.69

PERFORMANCE

On a consolidated basis, during the year under review your Company has earned profit of 25.96 Lakhs as against profit of 18.69 Lakhs in the previous year.

On a standalone basis, during the year under review your Company has earned profit of 26.95 Lakhs as against profit of 18.05 Lakhs in the previous year.

The company will continue to reduce costs and improve efficiencies, enhance value-added services for its customers, and maximize utilization of capacity. As a result of these efforts, the company hopes to generate revenues and profitability.

DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31.03.2026. Further, no amount of dividend was required to be transferred to IEPF.

TRANSFER TO RESERVES

Your Company has not transferred anything to reserve during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

SR No.	Name of Holding / Subsidiary / Associate Companies / Joint Ventures	Indicate whether Holding / Subsidiary / Associate Companies / Joint Ventures	% of shares held by listed entity
1	Parshva Multitrade Limited	Wholly Owned Subsidiary	100%

Note: Pursuant to the Scheme of Demerger, the existing equity share capital of the Resulting Company, Simandhar Impex Limited, was cancelled with effect from 08.11.2025. Consequently, Simandhar Impex Limited ceased to be a wholly owned subsidiary of the Demerged Company (Parshva Enterprises Ltd).

A statement containing salient features of the financial statements of Subsidiaries as required under Section 129 (3) of the Act is attached as Annexure I to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and separate audited financial statements in respect of its subsidiaries, are available on the Companys website at https://www.parshvaenterprises.co.in/subsidiary_companies The Board of Directors of the Company has adopted a policy for determining Material Subsidiary Company in line with Listing Regulations. The Policy is uploaded on the website of the Company at https://www.parshvaenterprises.co.in/documents/Policy%20for%20material%20Subsidiary.pdf .However the Company does not have any Joint venture or Associate Company.

CHANGE IN NATURE OF BUSINESS

During the year there is no material change in the nature of business of the Company.

SCHEME OF DEMERGER DEMERGER

The scheme of arrangement between Parshva Enterprises Limited (Demerged Company) and Simandhar Impex Limited (Resulting Company) under section 230-234 and other applicable provisions of the Companies Act, 2013 was approved by the Board of Directors of the Company on May 14, 2024. Pursuant to the scheme transfer, Jewellery business of holding Company namely Parshva Enterprises Limited is transferred to Simandhar Impex Limited by way of a demerger in order to Segregation of business of the Jewellery division of the Parshva Enterprises Limited (Demerged Company).

The above Scheme of arrangement was approved by Honble National Company Law Tribunal, Mumbai bench vide its order dated 13th October, 2025. Pursuant to the demerger, shares in the ratio of 3:10 were issued to shareholders of Parshva Enterprises Limited and shares held by Parshva Enterprises Limited in Simandhar Impex Limited were cancelled thereby replicating mirror shareholding pattern of Parshva Enterprises Limited in Simandhar Impex Limited. The Simandhar Impex Ltd had received In-principle approval for listing of 30,56,925 equity shares of Rs.10/- each from BSE Limited ("BSE") on December 03, 2025. Further the equity shares of the

Simandhar Impex Ltd were listed and admitted for trading on BSE with effect from December 22, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

SHARE CAPITAL OF THE COMPANY

During the year under review, the following changes have taken place in the Share Capital:

Pursuant to the resolution passed by the Shareholders through Postal Ballot on February 21, 2026, the Authorised share capital of increased from 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs only) to 15,00,00,000/- (Rupees Fifteen Crores only) with subsequent alteration in the clause V of the Memorandum of Association of the company.

The Companys paid-up equity share capital as on March 31, 2026 continues to stand at 1018.97 lakhs divided into 10189749 equity shares of face value of 10 each. There was no changes in the Share Capital during the Financial Year under review.

Further, there was no public issue, rights issue, preferential issue, bonus issue etc., during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options or provision of money for shares of the Company to the employees or Directors of the Company during the Financial Year.

NUMBER OF MEETINGS OF THE BOARD

The Company had 8 (Eight) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board has constituted 3 Committees as under: 1) Audit Committee; 2) Nomination and Remuneration Committee; and

3) Stakeholders Relationship Committee.

Details of the Board and its Committees along with their amended charters, composition, meetings held during the year are given under Corporate Governance Report appearing as a separate section in this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2026, our Board of Directors consists of 6 (Six) Directors out of which 2 (Two) are Executive Directors; and 4 (Four) are Non-Executive Directors and out of which 3 (three) are Independent Directors.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.parshvaenterprises.co.in You can access it directly via this link too https://parshvaenterprises.co.in/documents/Nomination-Remuneration-Policy.pdf The details of this Policy is explained in the Corporate Governance Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 ("the SEBI Listing Regulations") a separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as Annexure II to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors states that: that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit / loss of the Company for the year ended on that date; that the Directors have 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; that the directors had prepared the annual accounts on a going concern basis.

that the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively and;

that the Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). The Company was not required to constitute an Internal Complaint

Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder as the company does not employ 10 or more employees.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:

No.	Nature of Complaints	Received	Disposed-Off	Pending
1.	Sexual Harassment	-	-	-
2.	Workplace Discrimination	-	-	-
3.	Child Labour	-	-	-
4.	Forced Labour	-	-	-
5.	Wages and Salary	-	-	-
6.	Other HR Issues	-	-	-

DEPOSITS

The Company has not accepted any public deposits and as such, no amount of principal or interest on public deposits was outstanding during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Mr. Harsh Prashant Vora retires by rotation and being eligible offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice. b) There was no changes in the Directors and KMP during the year under review except the following:

The Board of Directors at its meeting held on 8th April, 2026 on the recommendation of the Nomination and Remuneration Committee, approved the Re-designation of Mr. Harsh Prashant Vora (DlN: 07861487) from an Executive Director (Whole-time director) to a Non-Executive Non Independent Director of the Company w.e.f. 8th April, 2026.

Brief resume of the Directors proposed to be re-appointed, nature of expertise and the names of companies in which they hold directorships and Chairpersonships / Memberships of Board Committees etc. are provided in Notice to Members forming part of this Annual Report. Resolutions seeking Members approval for their reappointment along with other required details forms part of the Notice. The Directors seeking re-appointment are not debarred from holding the office of Director pursuant to any order. The Board recommends to the members the resolutions for their re-appointment.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, attendance of Board Meetings and Committees etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 and provisions of the Companies Act, 2013 and SEBI Listing Regulation. Further, the Independent Directors at their meeting held on March 26, 2026, reviewed the performance and role of Non-Independent Directors and the Board as a whole and Chairman of the Company. Further, the Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarization Programme for Independent Directors is designed with an aim to make the Independent Directors aware about their roles, responsibilities and liabilities as per the Act, SEBI Listing Regulations and other applicable laws and to get better understanding about the Company, nature of industry in which it operates and environment in which it functions, business model, long term/short term/strategic plans etc. As a part of familiarization programme, the Company makes presentations to the Board Members, inter alia, covering business environment, business strategies, operations review, quarterly and annual results, review of Internal Audit Report and action taken, statutory compliance, risk management etc.

The details of the training and familiarization program are available on our website at https://www.parshvaenterprises.co.in/familiarisation_programme

AUDITORS

The Members at the 6th AGM held on June 10, 2023, approved the appointment of M/s. Bohara Shah & Co., Chartered Accountants (Membership no. 143865W), as Statutory Auditors of the Company for a term of five years to hold office till the conclusion of the 11th AGM to be held for the financial year ended March, 2028.

AUDITORS REPORT

The Report given by M/s. Bohara Shah & Co., on the financial statement of the Company for the financial year 2025-26 is part of the Annual Report. The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

INTERNAL AUDITOR

M/s. Jigar Zaveri & Associates have been appointed as an Internal Auditor of the company and they performed the duties of Internal Auditors of the Company for the Financial Year 2025-26 and their report is reviewed by the Audit Committee on quarterly basis.

COST AUDITOR

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the Financial Year 2025-2026.

SECRETARIAL AUDITOR

The Members at the 8th Annual General Meeting held on July 12, 2025, approved the appointment of M/s. JSD & Associates, Practicing Company Secretary as Secretarial Auditor of the Company, for a term of 5 (Five) consecutive years from FY 2025-26 to FY 2029-30 to carry out Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026 pursuant to the provisions of Section 204 of the Act is annexed herewith this report in the prescribed Form MR-3 as Annexure III. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

REPORTING OF FRAUDS BY AUDITORS

There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the year ended 31st March, 2026.

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

(A) Conservation of Energy: i) The step taken or impacts on conversation of energy The operation of your Company is not energy intensive. However, adequate measures have been initiated for conservation of energy. ii) The steps taken by the Company for utilizing alternative sources of energy NIL iii) The capital investment on energy conservation equipments - NIL

(B) Technology absorption

(i)	the efforts made towards technology absorption the benefits derived like product improvement, cost	The Company is aggressively moving towards establishing a paperless corporate environment and strives to utilize the
(ii)	reduction, product development or import substitution in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	latest technology for achieving this goal. The management is regularly involved in implementing newer means of storage towards reduction of waste through use of
(iii)	(a) the details of technology imported	technology. At present, the Company has not incurred any costs for Research and
	(b) the year of import;	development.
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development

(C) Foreign Exchange Earnings & Outgo:

(Rs. In Lakhs)

PARTICULARS	2025-2026	2024-2025
Foreign Exchange Earning	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of the Directors Report.

REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure V to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES PROVIDED:

Details of Loan, Guarantee, and Investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the standalone financial statements.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at http://www.parshvaenterprises.co.in/annualreports

RISK MANAGEMENT

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

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

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations. Except the Order received from Honble National Company Law Tribunal, Mumbai Bench vide its order dated October 13, 2025 ("Order"), regarding sanction of the Scheme of Arrangement between Parshva Enterprises Limited ("Demerged Company") and Simandhar Impex Limited ("Resulting Company") and their respective Shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

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

Not Applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on http://www.parshvaenterprises.co.in/documents/Whistle_Blower_Policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have complied with the Code of Independent Directors as prescribed in the Schedule IV to the Act.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year with related parties were on arms length basis & in ordinary course of business and in compliance with the provisions of section 188 of the Companies Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any material transactions with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI Listing Regulations. Accordingly, the details are not required to be given under AOC-2. Disclosures pursuant to Accounting Standards on related party transactions have been made in the note no. 2.13 of note 23 to Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations.

This policy has been uploaded on the website of the Company at www.parshvaenterprises.co.in. You can access them directly via this link too http://www.parshvaenterprises.co.in/documents/POLICY_FOR_MATERIALITY_OF_EVENTS_INFORMATI ON%20PEL.pdf

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A declaration duly signed by the Managing Director has been annexed in Corporate Governance report. The code of conduct of our Company is given on our Website www.parshvaenterprises.co.in You can directly access the code of conduct via this link too http://www.parshvaenterprises.co.in/documents/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-AND-SENIOR-MANAGEMENT.pdf

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. There was no issuance of equity shares with differential rights regarding dividend, voting, or otherwise, and no issuance of shares under the Employees Stock Option Scheme as per the provisions of Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014. b. There was no issuance of shares (including sweat equity shares) to employees of the Company under any scheme. c. No voting rights were exercised in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

For and on behalf of the Board of Directors
Parshva Enterprises Limited
Prashant Vora	Harsh Vora
Managing Director	Director
DIN: 06574912	DIN: 07861487
Date: August 24, 2026
Place: Mumbai