Dear Members,
Your Board of Directors Board) is pleased to present the 17th Report on the business and operations of Pushpa Jewellers Limited along with audited financial statements for the financial year ended March 31, 2026.
1. COMPANY OVERVIEW
Pushpa Jewellers Limited (formerly known as Pushpa Jewellers Private Limited) is a premier Business-to-Business (B2B) jewellery manufacturing enterprise in India, listed on the NSE SME Emerge Platform. The Company specializes in the design, crafting, and wholesale supply of high-end gold, diamond, and precious gemstone jewellery to leading retail chains and regional distributors across the country.
Core Capabilities & Operations
2. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2026 compared with the previous financial year is summarized below:
1. COMPANY OVERVIEW
Pushpa Jewellers Limited (formerly known as Pushpa Jewellers Private Limited) is a premier Business-to-Business (B2B) jewellery manufacturing enterprise in India, listed on the NSE SME Emerge Platform. The Company specializes in the design, crafting, and wholesale supply of high-end gold, diamond, and precious gemstone jewellery to leading retail chains and regional distributors across the country.
Core Capabilities & Operations
2. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2026 compared with the previous financial year is summarized below:
(? in Lakhs)
| Particulars | 2025-26 | 2024-25 |
| Total Income | 41954.80 | 28127.08 |
| Total Expenses | 38328.52 | 25146.83 |
| Profit/(Loss) Before Tax | 3626.28 | 2980.25 |
| Prior Period Items | 126.82 | - |
| Total Tax Expenses | 910.46 | 751.62 |
| Net Profit/(Loss) after Tax | 2588.50 | 2228.63 |
| Basic Earnings Per Shares (In Rs.) | 11.36 | 11.82 |
| Diluted Earnings Per Shares (In Rs.) | 11.36 | 11.82 |
3. STATE OF COMPANYS AFFAIRS & BUSINESS OVERVIEW
During the year under review, your Company delivered robust financial growth. Revenue from operations increased by 48.86% to reach 41,838.87 Lakhs compared to 28,106.07 Lakhs in the previous financial year. Profit After Tax (PAT) grew by 16.15% to 2,588.50 Lakhs compared to 2,228.63 Lakhs in the previous financial year. There has been no change in the nature of business of the Company during the financial year under review.
4. DIVIDEND & RESERVES
Dividend:
To conserve resources for ongoing expansion and working capital requirements, the Board does not recommend any dividend on Equity Shares for FY 2025-26.Transfer to Reserves:
The Board has decided to retain the entire profit for the year under review in the Statement of Profit & Loss. No amount has been transferred to any specific reserve.5. SHARE CAPITAL & IPO PROCEEDS
During the financial year under review, the Company successfully completed its Initial Public Offering (IPO) and listed its equity shares on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) on July 7, 2025.
Authorized Share Capital:
25,00,00,000/- divided into 2,50,00,000 Equity Shares of 10/- each.Paid-up Equity Share Capital:
Increased from 1,885.29 Lakhs to 2,422.29 Lakhs by issuing 53,70,000 fresh Equity Shares at an issue price of 147 per share, which included a premium of 137 per share through SME IPO in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.During the year under review, the Company has:
Increase in Authorised Share Capital
Between the end of the financial year of the Company to which financial statements relates and the date of the report, the Authorised Share Capital of the Company was increased from Rs.25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each to Rs.27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 Equity Shares of Rs.10/- each, ranking pari-passu with the existing equity shares in all respects. Consequently, Clause V of the Memorandum of Association of the Company was altered to reflect the said increase.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis (MDA) Report forms an integral part of this Annual Report.
7. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V are not applicable to companies listed on the SME Exchange platform. Consequently, a formal Corporate Governance Report does not form part of this Report.
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Companys Board is an optimum mix of Executive, Non-executive, Independent and Woman Directors and conforms to the provisions of the Act, SEBI Listing Regulations, FDI guidelines, terms of shareholders agreement and other applicable statutory provisions.
As on March 31, 2026, the Board of Directors of the Company comprised five (5) Directors, consisting of one (1) Managing Director, two (2) Whole-time Directors and two (2) Non-Executive Independent Directors, both of whom were women Directors.
Subsequent to the close of the financial year and prior to the date of this Report, Mr. Mohit Dujari was appointed as an Additional Non-Executive Independent Director of the Company with effect from June 26, 2026, subject to the approval of the Members at the ensuing Annual General Meeting.
The appointment/re-appointment of all the Board members of the Company is subject to periodic approval of the shareholders. Details of changes in the Board and Key Managerial Personnel during FY 2025-26 and till the date of this report are as under:
A. Changes in the Composition of the Board of Directors & KMP:
Appointments & Regularizations:
Resignations:
The Board records its appreciation for his guidance during his tenure.
Re-appointment by Rotation:
In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Madhur Tibrewal (DIN: 02269488), Whole-Time Director & CFO, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
B. The following table sets out the composition of the Board of Directors and Key Managerial Personnel as on the date of this Report. The appointment of Mr. Mohit Dujari took place subsequent to the close of the financial year, i.e., with effect from June 26, 2026:
| SL. No. | Name of Director / KMP | Designation | Date of Appointment / Change |
| 1 | Mr. Anupam Tibrewal | Managing Director & Chairman | 03/06/2009 |
| 2 | Mr. Mridul Tibrewal | Whole-Time Director & CEO | 29/11/2010 |
| 3 | Mr. Madhur Tibrewal | Whole-Time Director & CFO | 03/06/2009 |
| 4 | Ms. Gargi Singh | Non-Executive Independent Director | 30/07/2024 |
| 5 | Mrs. Shaista Afreen | Non-Executive Independent Director | 29/08/2025 |
| 6 | Mr. Mohit Dujari | Non-Executive Independent Director | 26/06/2026 |
| 7 | Mrs. Smita Mondal | Company Secretary & Compliance Officer | 01/04/2025 |
C. Declarations by Independent Directors & Board Evaluation:
Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act, as amended, read with rules framed thereunder. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management.
The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. They have also confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. In compliance with statutory requirements, the Company has constituted a Corporate Social Responsibility (CSR) Committee to monitor the activities specified under Schedule VII of the Companies Act, 2013.
A. Composition of the CSR Committee
The Corporate Social Responsibility Committee of the Board of Directors comprises the following members as on the date of this report:
| Name of Members | Designation | Position in Committee |
| Mr. Mridul Tibrewal | Whole-Time Director & Chief Executive Officer | Chairman |
| Mr. Anupam Tibrewal | Managing Director | Member |
| Mrs. Shaista Afreen | Non-Executive & Independent Director | Member |
B. Brief Outline of CSR Obligations & Spending for FY 2025-26
For the financial year 2025-26, the prescribed CSR obligation of the Company was 39.94 Lakhs (39,94,233/-).
During the financial year, the Company incurred CSR expenditure of 39.90 Lakhs (39,90,000/-) towards approved CSR activities. The treatment of the balance amount of 4,233/- has been disclosed in the Annual Report on CSR Activities annexed to this Report.
C. Subsequent Events & Compliance (Post 31st March, 2026 up to Date of Signing)
Transfer to Specified Fund:
Subsequent to the close of the financial year and prior to the date of this Report, the Company transferred 5,000/ on June 18, 2026 to PM CARES Fund, subject to the applicable provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The CSR disclosures contained in Annexure 3 should be read together with the above disclosure.Suo Moto Adjudication & Filing of Form GNL-2:
To ensure full statutory compliance regarding earlier/unsent CSR amounts not transferred to a specified fund within the prescribed statutory timeframe under Section 135(6), the Company has voluntarily filed e-Form GNL-2 with the Registrar of Companies (ROC) for Suo-Moto adjudication under Section 135(7) of the Companies Act, 2013. The Company remains committed to good governance and prompt rectification of compliance matters.D. Annual Report on CSR Activities
The detailed Annual Report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, including details of expenditure incurred and committee proceedings, is annexed herewith as Annexure-3 and forms an integral part of this Report.
10. TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF
During the year under review, there were no amounts of unclaimed or unpaid dividend required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, no such transfer was made during the financial year.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY IN THE FINANCIAL STATEMENTS
During the financial year 2025-26, the Company successfully launched its Initial Public Offer (IPO), of 9865.17 lakhs. The offer comprised a fresh issue of 7893.90 lakhs and an offer for sale of 1971.27 lakhs.
The issue opened on June 30, 2025, and closed on July 02, 2025. Through the fresh issue, the Company raised 7893.90 lakhs by issuing 53,70,000 Equity Shares at an issue price of 147 per share, which included a premium of 137 per share. Following the successful SME IPO, the Companys equity shares were listed on the National Stock Exchange of India Limited (NSE) SME Emerge Platform on July 7, 2025.
Apart from this, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
12. RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 to identify, evaluate, and mitigate various business risks. This policy ensures a structured and disciplined approach towards managing risks that could affect the Companys operations, performance, or reputation.
The Board of Directors oversees the implementation of this policy and periodically reviews the risk management framework. The key risks identified by the Company relate to market fluctuations, credit exposure, operational efficiency, compliance with regulatory requirements, and technology advancements. Adequate measures are in place to mitigate these risks and minimize their impact on the business operations.
The Risk Management Policy is available on the Companys website at https://pushpajeweller.com/codes-and-policies/
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns and unethical behaviour. This mechanism provides adequate safeguards against victimization of persons using the mechanism and also provides direct access to the Chairperson of the Audit Committee in exceptional cases.
The Vigil Mechanism Policy is available on the Companys website at: https://pushpajeweller.com/codes-and-policies/
14. PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE
The Company has adopted a policy against sexual harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted an Internal Committee for the redressal of complaints relating to sexual harassment.
During the financial year under review:
The Company maintains a safe and respectful working environment and has adopted a zero-tolerance approach towards sexual harassment.
15. MATERNITY BENEFITS AND EMPLOYEE WELFARE
The Company is committed to providing equal opportunities and a safe and inclusive working environment for all employees. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.
During the financial year under review, three women employees availed maternity benefits in accordance with the applicable provisions of law.
16. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR
During the financial year 2025-26, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
No significant or material orders were passed by any regulator, court or tribunal which would adversely impact the going concern status of the Company or its future operations.
18. ANNUAL RETURN
Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for Financial Year 2025-26 in Form MGT-7 is available on the Companys Website at https://pushpajeweller.com/annual-return/
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year, the Audit Committee granted prior and/or omnibus approvals for related party transactions, wherever applicable, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Policy on Materiality of and Dealing with Related Party Transactions.
The Policy on Related Party Transactions and Policy on Materiality are available on the Companys website at: https://pushpajeweller.com/codes-and-policies/
All applicable related party transactions were reviewed by the Audit Committee and placed before the Board, wherever required.
There were no material related party transactions requiring approval of the shareholders during the financial year under review.
Accordingly, disclosure in Form AOC-2 is not applicable. The details of related party transactions are disclosed in Note No. 36 to the Financial Statements.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars if any of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements of the Company.
21. 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
During the financial year under review, the Company has not entered into any one-time settlement (OTS) with any Bank or Financial Institution. Accordingly, the requirement to provide details of the difference in valuation and the reasons thereof does not arise.
22. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
23. MEETINGS
During the financial year 2025-26, the Company held eleven (11) meetings of the Board of Directors. The intervening gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the applicable Secretarial Standards. The dates on which the Board Meetings were held are as follows:-
| SL No. | Date of Board Meeting | Board Strength | Directors Present |
| 1 | 01.04.2025 | 6 | 3 |
| 2 | 02.04.2025 | 6 | 3 |
| 3 | 21.05.2025 | 6 | 5 |
| 4 | 30.05.2025 | 6 | 3 |
| 5 | 20.06.2025 | 6 | 3 |
| 6 | 02.07.2025 | 6 | 3 |
| 7 | 03.07.2025 | 6 | 3 |
| 8 | 04.07.2025 | 6 | 3 |
| 9 | 29.08.2025 | 6 | 4 |
| 10 | 05.11.2025 | 6 | 6 |
| 11 | 02.03.2026 | 6 | 5 |
The interval between any two consecutive meetings was within the statutory limit of one hundred and twenty days, as prescribed under the Companies Act, 2013 and the Secretarial Standards.
24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework and risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.
Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.
25. DEPOSITS
Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
26. COMPLIANCE OF SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.
27. AUDITORS AND AUDITORS REPORT
A. STATUTORY AUDITOR
M/s. S K Agrawal and Co. Chartered Accountants LLP, Chartered Accountants (Firm Registration Number: 306033E), was appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) to be held in 2030.
The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
B. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors, at its meeting held on August 29, 2025, appointed M/s. Rahul Srivastava & Co. Practicing Company Secretary (Membership No. F11828, C.P No. 23592) as Internal Auditors of the Company for the financial year 2025-26.
The Internal Audit function is carried out in accordance with the scope approved by the Audit Committee and the Board, and the observations and recommendations of the Internal Auditors are periodically reviewed by the Audit Committee.
C. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. MR & Associates, Practicing Company Secretaries (Membership No. F4515, C.P No. 2551) to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure-1.
The Report confirms that the Company has generally complied with the applicable provisions of the Companies Act, 2013, Rules made thereunder, and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable. There are no qualifications, reservations, or adverse remarks in the report.
D. FRAUD REPORTING:
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).
28. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are included in Annexure-2 to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report.
In terms of the second proviso to Section 136(1) of the Act and second proviso to Rule 5(2) of the said Rules, the Annual Report is being sent to members excluding the statement of top ten employees. The same is available for inspection at the Registered Office of the Company during business hours up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.
During the financial year 2025-26, no employee was in receipt of remuneration equal to or exceeding 1.02 Crore per annum (if employed throughout the year) or 8.50 Lakhs per month (if employed for a part of the year).
29. PERFORMANCE EVALUATION OF THE DIRECTORS
Pursuant to the applicable provisions of the Companies Act, 2013, the Board carried out the annual evaluation of its own performance, the performance of individual Directors and the functioning of its Committees.
The performance evaluation was carried out based on parameters including the composition and effectiveness of the Board and its Committees, participation in meetings, contribution to strategic decision-making, knowledge and experience, discharge of duties, professional conduct, integrity and contribution towards the overall governance and performance of the Company.
The Independent Directors also evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of the Chairperson, taking into account the views of the Executive and Non-Executive Directors, in accordance with the applicable provisions of law.
30. PREVENTION OF INSIDER TRADING
The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https://pushpajeweller.com/codes-and-policies/
31. HUMAN RESOURCE AND INDUSTRIAL RELATION
The Company always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognized and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed, competency and time management skill of its employees.
As a company, we are sensitive to the needs of the employees and ensure that best practices are adopted in the organization and conducive environment is created for growth of the employees. Employee career growth is the focus area of HR policy that aims to balance personal and professional growth.
32. DISCLOSURE OF COMPOSITION OF COMMITTEES
During the financial year under review and up to the date of this report, the Board of Directors reconstituted its statutory committees-including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee-consequent to changes in the composition of Independent Directors.
These changes include the appointments of Mrs. Shaista Afreen (w.e.f. August 29, 2025) and Mr. Mohit Dujari (w.e.f. June 26, 2026), as well as the resignations of Mr. Chandan Ambaly (w.e.f. September 02, 2025) and Mr. Pranay Agarwal (w.e.f. March 27, 2026).
All committee reconstitutions were executed in strict compliance with Sections 177 and 178 of the Companies Act, 2013 and Regulations 18, 19, and 20 of the SEBI (LODR) Regulations, 2015. During the year under review, the Board accepted all recommendations made by the respective committees.
The revised composition of the statutory committees as on the date of signing this Report is detailed below:
A. AUDIT COMMITTEE:
The composition of the Audit Committee changed during the financial year pursuant to changes in the composition of the Board. The details of the composition of the Committee and attendance of its members at the meetings held during their respective tenure are set out below:
| Name of Members | Designation | Meetings Held During Tenure | Meetings Attended |
| Mr. Pranay Agarwal | Non-Executive and Independent Director | 4 | 4 |
| Mr. Madhur Tibrewal | Whole Time Director and Chief Financial Officer | 2 | 2 |
| Mr. Chandan Ambally | Non-Executive and Independent Director | 2 | - |
| Mrs. Shaista Afreen | Non-Executive and Independent Director | 2 | 2 |
| Ms. Gargi Singh | Non-Executive and Independent Director | NIL | NIL |
| Mr. Mridul Tibrewal | Whole Time Director and Chief Executive Officer | 2 | 2 |
The Audit Committee met four (4) times during the financial year 2025-26, on April 2, 2025, May 21, 2025, November 5, 2025 and February 5, 2026.
All recommendations made by the Audit Committee during the financial year were accepted by the Board of Directors.
Composition as on the Date of this Report
The composition of the Audit Committee as on the date of this Report is as follows:
| Name of Members | Designation | Position in Committee |
| Mrs. Shaista Afreen | Non-Executive and Independent Director | Chairman |
| Ms. Gargi Singh | Non-Executive and Independent Director | Member |
| Mr. Mridul Tibrewal | Whole Time Director and Chief Executive Officer | Member |
B. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Nomination and Remuneration Committee changed during the financial year and subsequent to the close of the financial year pursuant to changes in the composition of the Board of Directors.
The composition of the Committee during the financial year 2025-26, together with details of meetings held and attendance of the members during their respective tenure, is set out below:
| Name of Members | Designation | Meetings Held During Tenure | Meetings Attended |
| Mr. Pranay Agarwal | Non-Executive and Independent Director | 1 | 1 |
| Mr. Chandan Ambally | Non-Executive and Independent Director | 1 | - |
| Ms. Gargi Singh | Non-Executive and Independent Director | 1 | 1 |
The Nomination and Remuneration Committee met one (1) time during the financial year 2025-26, on August 20, 2025.
The composition of the Nomination and Remuneration Committee as on the date of this Report is as follows:
| Name of Members | Designation | Position in Committee |
| Mr. Mohit Dujari | Non-Executive and Independent Director | Chairman |
| Mrs. Shaista Afreen | Non-Executive and Independent Director | Member |
| Ms. Gargi Singh | Non-Executive and Independent Director | Member |
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The committees composition, terms of reference, role, powers, rights, authority and obligations of the Stakeholders Relationship Committee are in conformity with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment or amendments thereof).
The composition of the Stakeholder Relationship Committee is as follows:
| Name of Members | Designation | Position in Committee |
| Mrs. Shaista Afreen | Non-Executive and Independent Director | Chairman |
| Ms. Gargi Singh | Non-Executive and Independent Director | Member |
| Mr. Anupam Tibrewal | Managing Director | Member |
The role of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.
During the financial year 2025-26, no meetings of the Committee were held, as no grievances or complaints were received from shareholders, and no matters required committee action. All routine share transfers and related requests were processed in the ordinary course.
D. COMMITTEE OF DIRECTORS
In compliance with Section 179 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board in its meeting held on 29.08.2025, constituted a Committee of Directors to manage routine operational and administrative matters requiring urgent attention.
The composition of the Committee is as follows:
| Name of Members | Designation | Position in Committee | Meetings Held During Tenure | Meetings Attended |
| Mr. Anupam Tibrewal | Managing Director | Chairman | 2 | 2 |
| Mr. Mridul Tibrewal | Whole Time Director cum CEO | Member | 2 | 2 |
| Mr. Madhur Tibrewal | Whole Time Director cum CFO | Member | 2 | 2 |
The Committee has been delegated specific administrative, operational, and financial powers to oversee day-to-day business operations and ensure prompt decision-making.
The Committee of Directors met two (2) times during the financial year 2025-26 on 9th December 2025, and 31st March 2026.
E. IPO COMMITTEE & DISSOLUTION
The Board of Directors had constituted a special-purpose IPO Committee to oversee, manage, and execute all matters pertaining to the Initial Public Offering (IPO) and listing of Equity Shares of the Company.
During the financial year under review, the Company successfully completed its IPO, and its equity shares were listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) on July 7, 2025.
Upon successful completion of all IPO-related activities, allotment, listing, and compliance formalities, the objective for which the IPO Committee was constituted stood fully achieved. Consequently, the Board of Directors, at its meeting held on August 29, 2025, dissolved the IPO Committee with immediate effect. The Board places on record its appreciation for the members of the IPO Committee for their valuable guidance in successfully completing the IPO process.
33. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178
The Company has constituted its Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013 and the Listing Regulations. The Policy is available on the Companys website at https://pushpajeweller.com/codes-and-policies/.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO
The Company continues to take appropriate measures for the efficient use and conservation of energy in its operations. The Company regularly monitors energy consumption and encourages the adoption of practices aimed at reducing wastage and improving energy efficiency.
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the applicable rules, are disclosed below.
FOREIGN EXCHANGE EARNING AND OUTGO AS ON 31-03-2026
(Amount in Lakhs)
| DETAILS | FY 2025-26 | FY 2024-25 |
| Foreign Exchange earned in terms of actual inflows | 330.44 | 618.53 |
| Foreign Exchange outgo in terms of actual outflows | - | 20.82 |
35. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
36. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
37. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 of the Company for the financial year ended on that date;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. proper internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
38. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude to the regulatory and government authorities, bankers, business associates, shareholders, customers and other stakeholders for their continued support and confidence in the Company.
The Directors also place on record their appreciation for the commitment and contribution of all employees towards the growth and success of the Company.
| For and on behalf of the Board of Directors |
| PUSHPA JEWELLERS LIMITED |
| Place: Kolkata Date: 02-09-2026 |
| Sd/- ANUPAM TIBREWAL — MANAGEMENT DIRECTOR — DIN: 02269542 |
| Sd/- MRIDUL TIBREWAL — WHOLE TIME DIRECTOR AND CEO — DIN: 03311402 |
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