RBZ Jewellers Ltd Directors Report

To,
The Members,
RBZ JEWELLERS LIMITED

Your directors have pleasure in presenting their 18th Annual Report together with Audited Financial Statement for the year ended 31st March 2026.

1. FINANCIAL RESULTS

(Rs In Lakhs)

Particulars	2025-2026	2024-25
Revenue from Operations	63648.02	53011.52
Total Income	63694.93	53075.23
Profit before Finance Costs, Depreciation, Exceptional Items and Taxation	9232.37	6489.41
Financial Cost	1407.09	954.15
Depreciation and Amortization Expenses	432.00	284.33
Profit/(Loss) before Tax After Extra Ordinary Items	7,393.88	5250.93
Provision of Tax
Income Tax	1,926.21	1347.00
Deferred Tax	(8.30)	(23.86)
Tax For Earlier Years	(3.64)	47.94
Profit/ (Loss) for the year, net of tax from Continuing Operations	5,479.61	3879.85
Other Comprehensive (Income)/Loss for the year	1.48	(6.01)
Net Profit/(Loss) after Tax	5,478.13	3885.86

2. Review of Operation
Your directors are pleased to inform that the Revenue from operations of the Company for the financial year 2025-2026 increased by 20.06% to Rs 63648.02 Lakhs as against Rs 53,011.52 Lakhs in the previous year. During the year under review, the Company has earned net profit of Rs 5,478.13 Lakhs as against the net profit of Rs 3885.86 Lakhs in the previous year witnessing an increase of approximately 40.98% . Barring unforeseen circumstances, your directors are hopeful of achieving better financial performance in the coming years.

3. Deposits
During the year under review, the Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

4. Transfer of Reserves
The Company did not transfer any sum to general reserves for the year ending 31st March 2026.

5. Change in the Nature of Business
There were no changes in the nature of the business during the Financial Year ended March 31, 2026.

6. Material Changes and Commitments Affecting the Financial Position Between the end of the Financial Year and the Date of the Report
There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

7. Dividend
The Board of Directors of your Company has not recommended any dividend for the financial year under review.

8. Dividend Distribution Policy
Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, setting out the parameters for the declaration and distribution of dividends. The Policy is available on the website of the Company at https://rbzjewellers.com/wp-content/uploads/2026/06/Dividend-Distribution-Policy.pdf

9. Finance
In the month of September and October 2025, IDFC First Bank and ICICI Bank has sanctioned to the Company working capital unto Rs 35 Crore and Rs 50 Crore respectively. Additionally, in the month of September 2025, Kotak Bank has sanctioned to the Company term loan of Rs 24 Crores.

10. Listing with Stock Exchange
The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) on December 27, 2023. The listing fee for the financial years 2024-25, 2025-26 and 2026-27 are paid to both the Stock Exchanges.

11. Subsidiary/ Joint Ventures/Associate Companies
The Company does not have any subsidiary, joint venture or associate Company.

12. Share Capital of the Company
A. Authorized Share Capital
The present Authorized Capital of the company is Rs 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of Rs 10/- (Rupees Ten Only) each as on March 31, 2026.

B. Issued, Subscribed and Paid-up Share Capital:
Issued, Subscribed and Paid-up Share Capital of the Company is Rs 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 Equity Shares of Rs 10/- each.

C. Buy Back of Securities
Your Company has not bought back any of its securities during the year under review.

D. Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares
Your Company has not issued any Bonus Shares during the year under review.

F. Employees Stock Option Plan
Your Company has not issued any shares under any Stock Option Scheme to the employees.

13. Board of Directors & Key Managerial Personnel
I. Composition of the Board of Directors
As on 31st March 2026 the Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including One (1) Woman Independent Director. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings during FY 2025-26 are provided in the Corporate Governance Report which forms part of this Report.

II. Directors retiring by rotation
Mr. Rajendrakumar Kantilal Zaveri (DIN: 02022264), Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself reappointment. Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

III. Appointment/Reappointment of Directors
On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on August 11, 2026, approved, re-appointment of Mr. Rajiv Nitin Mehta as an Independent Director of the Company for a further period of 5 (Five) years w.e.f. June 30, 2027, subject to approval of Members at the ensuing 18th Annual General Meeting.

IV. Disqualification of Director
Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from Mr. Vasant B. Patel (COP NO. 3848), Company Secretary in Practice and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India ("SEBI") or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the FY 2025-2026.

V. ANNUAL COMPLIANCE AFFIRMATION
Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct for Board of Directors and senior management Personnel.

VI. KEY MANAGERIAL PERSONAL
The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 as on 31st March 2026 are as follows:

Name	Designation
Mr. Rajendrakumar K. Zaveri	Chairman & Managing Director
Mr. Harit R. Zaveri	Joint Managing Director & CFO
Mrs. Heli Akash Garala	Company Secretary & Compliance Officer

VII. Declaration By Independent Directors
All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

VIII. Statement Regarding Integrity, Expertise and Experience of Independent Directors
In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. As per the recent amendments of the Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Companys Independent Directors have already passed the online proficiency self-assessment test.

IX. Evaluation of the Board, Its Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, during the year under review the annual performance evaluation of the Board, its Committees and each Director has been carried out.

14. Credit Rating
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations.

During the financial year 2025-26, the Company has obtained following Credit rating:

No.	Date	Agency	Facilities	Current Rating
1.	05/08/2025	CRISIL Ratings	Total Bank Loan Facilities Rated	Rs200 Crore (Enhanced from Rs150 Crore)
			Long Term Rating	CRISIL BBB+/Stable (Reaffirmed)
			Short Term Rating	CRISIL A2 (Reaffirmed)
2.	12/02/2026	CARE Ratings	Long-term bank facilities	CARE BBB+; Stable
			Long-term / Short-term bank facilities	CARE BBB+; Stable / CARE A3+
			Long-term / Short-term bank facilities	CARE BBB+; Stable / CARE A3+
3.	10/03/2026	CRISIL Ratings	Total Bank Loan Facilities Rated	Rs300 Crore (Enhanced from Rs200 Crore)
			Long-term Rating	CRISIL BBB+/Positive (Outlook revised from ‘Stable; Rating Reaffirmed)
			Short-term Rating	Crisil A2 (Reaffirmed)

15. Familiarization Program
In compliance with the requirements of the Listing Regulations, the Company has in place a framework for Familiarization Programmes for Independent Directors. During the year, the Independent Directors participated in the Companys Business Plan Meeting, where various functional heads presented their departmental strategies and business plans, providing insights into the Companys operations, manufacturing process, factory operations, and the Companys codes and policies. The Policy on Familiarization Programmes for Independent Directors is available on the Companys website and can be accessed through https://rbzjewellers.com/wp-content/uploads/2026/06/Familiarisation-Programme-for-Independent-Directors.pdf

NUMBER OF BOARD MEETINGS
The Board met 06 (Six) times during the Financial Year 2025-2026. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

16. Particulars of Loans, Guarantees Or Investments
During the year under review, the company has not given any loans or guarantees or provided security (ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

17. Maintenance of Cost Records
The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
a) Conservation of Energy
Your Company is taking utmost care to conserve energy wherever possible.
b) Technology Absorption
During the year under review, there was no technology absorption.
c) Foreign Exchange Earnings and Outgo
During the year, your Companys foreign exchange earnings were 93.89 Lakhs from export of the goods and there was no foreign exchange outgo.

19. Industrial Relation
During the year under review, the Company maintained peaceful and harmonious industrial relations across all its operations. There were no significant industrial disputes or disruptions affecting the Companys business, and the management continued to foster a constructive and collaborative industrial relations environment.

20. Human Resources
The Company firmly believes that its employees are its greatest strength and remains committed to fostering a positive, inclusive, and performance-driven work environment. The Company continues to invest in employee development, engagement, and well-being while nurturing a culture of learning, collaboration, and excellence. Your directors acknowledge and appreciate the dedication and efforts of all employees in contributing to the Companys success.

21. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report. The Annual Report on CSR activities is annexed to this Report as Annexure - A. The CSR policy is available on your Companys website https://rbzjewellers.com/wp-content/uploads/2026/06/Corporate-Social-Responsibility-Policy.pdf

22. Annual Return
The Annual Return for Financial year 2025- 2026 as per provisions of the Act and Rules thereto, is available on the Companys website https://rbzjewellers.com/annual-returns/

23. Risk Management Policy
The Company has developed a suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanisms for risk evaluation and mitigation and the risk management process.

24. Significant/Material Orders Passed by the Regulators
During the year under review there were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

25. Fraud Reporting
There were no frauds reported during Financial year. The Company remains committed to strong governance and operational integrity.

26. Director Responsibility Statement
In terms of provisions of section 134 (5) of the Companies Act, 2013 your Directors confirm: -
a) That in the preparation of the annual accounts for the year ended 31st March 2026; the applicable Accounting Standards had been followed and there are no material departures.;
b) That 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 the year ended 31st March 2026.
c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the directors had prepared the annual accounts on a "going concern" basis.
e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. Auditors and Their Report
I. Statutory Auditors:
M/s. Sorab S. Engineer & Co., Chartered Accountants, (Firms Registration No.110417W), were appointed as statutory auditors of the company in the 16th Annual General meeting (AGM) held on 30th September 2024 to hold office for a term of five years from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting of the Company to be held in the year 2029. The Auditors Report read with notes to the accounts referred to in the Auditor Report is self- explanatory and therefore does not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

II. Secretarial Auditors and Report
M/s. Vasant Patel & Associates, Practicing Company Secretaries (CP No. 3848, Firm Registration No. S2011GJ150600, Peer Review No: 1567/2021), was appointed as the Secretarial Auditor of the Company in the 17th Annual General Meeting held on 25th September 2025 for a term of five years from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report as "Annexure-C". With regard to the observation of the Secretarial Auditors that there were few instances of delay in filing of forms with the Ministry of Corporate Affairs which were filled with additional fees, it is stated that there were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filed with additional fees.

III. Cost Auditors and Report
The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.

IV. Internal Auditors
During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder, the Board of Directors of your Company has appointed M/s. G. K Choksi & Co., Chartered Accountant (ICAI FRN NO: 101895W) as an Internal Auditors of the Company for the financial year 2025-26.

28. Internal Financial Control Systems and Their Adequacy
The Company has developed a robust internal financial control framework that is appropriate to the nature, scale, and complexity of its operations. The framework supports accurate financial reporting, effective risk management, regulatory compliance, and the protection of the Companys assets. Internal audits are carried out on a periodic basis to assess the effectiveness of key controls, identify areas for improvement, and strengthen governance practices. The Audit Committee regularly reviews the observations and recommendations of the Internal Auditor and monitors the implementation of corrective measures to ensure a strong and efficient control environment.

29. Related-Party Transactions
Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions which is also available on Companys website at https://rbzjewellers.com/wp-content/uploads/2026/06/Policy-On-Materiality-Of-Dealing-With-Related-Party-Transactions.pdf .

30. Committees of the Board
Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

31. Insurance
All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

32. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has always been committed to provide a safe and conducive work environment to its employees. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The Company has constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action. Pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 disclosure indicating the complaint under the act are as under:-

1. The number of sexual harassment complaints received during the year: Nil

2. The number of such complaints disposed of during the year: Nil

3. The number of cases pending for as on the end of the Financial Year: Nil

33. Compliance with the Provisions Relating to the Maternity Benefits Act, 1961.
Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. Your Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

34. Management Discussion And Analysis
In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

35. Corporate Governance Report
Pursuant to regulation 34 of the SEBI (LODR) Regulations, 2013, Corporate Governance report for the year ended 31st March, 2026 with a detailed Compliance report thereon forms an integral part of this report. It also includes a certificate from M/s. Vasant Patel & Associates Practicing Company Secretaries in respect of compliance with the provisions of the SEBI (LODR), Regulation, 2014 related to Corporate Governance.

36. Secretarial Standards
The Secretarial Standards as issued by the Institute of Company Secretaries of India, have been complied during the year under review.

37. Particulars of Employees
The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended to the Boards Report as Annexure -B

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during working hours. Any shareholder interested in obtaining a copy of the same may write to investor@rbzjewellers.com.

The Details of Number of Employees as on 31st March 2026 is as under:

Total No. of Employees	Male	Female	Transgender
315	256	59	0

38. Whistle Blower Policy
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. The Vigil Mechanism is available on the website of the Company at https://rbzjewellers.com/wp-content/uploads/2026/06/Whistle-Blower-Policy.pdf .

39. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances during the year under review: -

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- Issue of any equity shares under Employees Stock Option Scheme.

- Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.

- One-time settlement with any Bank or Financial Institution.

40. Appreciation
The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward to their continued support.

On behalf of the Board of Directors,

For, RBZ JEWELLERS LIMITED,

Date: 11th August 2026

Place: Ahmedabad.

Mr. Rajendrakumar K. Zaveri

Chairman & Managing Director

(DIN:02022264)

Mr. Harit R. Zaveri

Joint Managing Director & CFO

(DIN :02022111)