Shubhlaxmi Jewel Art Ltd Directors Report

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Oct 22, 2026|03:50:05 PM

Shubhlaxmi Jewel Art Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the 08th Board Report of Shubhlaxmi Jewel Art Limited along with the Audited Financial Statements for the year ended on March 31, 2026.

1. FINANCIAL RESULTS:

The financial performance of your company for the Financial Year ended on March 31, 2026, is given below: (Amount in Lakhs)

The brief financial results are as under

FY 2025-26 FY 2024-25
Revenue from Operations 6265.24 5509.35
ADD: Other Income 1.18 0.29

Total Revenue (A)

6266.42 5509.64

EXPENSES

Employee Benefit Expenses 123.79 126.29
Finance Cost 100.22 124.09
Depreciation 13.06 15.39
Other Expenses 5878.16 5107.70

Total Expenses (B)

6115.23 5373.47
Profit before Tax (A) – (B) 151.19 136.17
Less: TAX Expense 45.03 45.73
Profit after Tax 106.16 90.44
Earnings per Share 1.00 0.85

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has reported total income of Rs. 6265.24 Lakhs for the year ended on March 31, 2026, compared to previous year total income of Rs. 5509.35 Lakh for the year ended on March 31, 2025. The net profit after tax for the year ended on March 31, 2026, under review amounted to Rs. 106.16 Lakhs compared to previous year ended on March 31, 2025, amounted to Rs. 90.44 Lakhs.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business of your company during the year under review.

4. ANNUAL RETURN:

The details forming part of "Annual Return" in Form MGT-7, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is made available on the website of the company i.e. www.shubhlaxmiltd.in.

5. BOARD MEETINGS AND ATTENDANCE:

The Directors of your company met at regular intervals with the gap between two meetings not exceeding 120 days to review companys policies and strategies apart from the Board matters. The notices of the meeting were given in advance. Additional meetings were held on the basis of the requirements of the company. Proper quorum was present in each meeting as per the Companies Act requirement.

6. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures for the same;

b) 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 true and fair view of the state of affairs of the company as on March 31, 2026 and of the profits of the company for the year ended on that date;

c) 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;

d) Directors have prepared the annual accounts on a going concern basis;

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and 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.

7. DIVIDEND:

In order to conserve the resources of the company, your directors do not declare any dividend on its equity shares for the financial year 2025-26. Considering the growth and in order to distribute the accumulated profits, the Directors may propose the distribution of dividend in the upcoming year.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company has its internal financial control systems commensurate with the size of its operations, the management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

9. TRANSFER TO RESERVE:

The Directors do not propose to transfer any amount to Free Reserves. The Accounting Standards permit that the amount that stands at profit/ loss after tax is included in reserves & surplus schedule i.e Other Equity.

10. DEPOSITS:

Your company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore, there was no principal or interest outstanding as on the date of the balance sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company did not invest its fund or provide any guarantee but has advanced loans. The same is under the limits as approved by the members of the company and is following the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at www.shubhlaxmiltd.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All transactions entered into with related parties during the financial year were on an ordinary course of business and at arms length basis, which were approved by the Audit Committee. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES:

Disclosures related to Subsidiary, Associate and Joint Venture Company for financial year 2025-26:

The Company does not have any Subsidiary and Joint venture company.

There was no company which have ceased to be Subsidiary, Associate, JVs Company during the year. Performance and financial position of the Subsidiary and Joint Venture Company/ ies are not to be given because such companies do not exist.

14. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY:

The Company had made allotment of 23,00,000 warrants to the members of the Company out of which 18,00,000 were allotted to Mr. Narendrasinh J Chauhan (Promoter) on November 16, 2021. Out of 23,00,000 warrants, 5,00,000 warrants were converted into equity shares and listed successfully on September 9, 2022 on NSE SME platform.

The company had made allotment of remaining 18,00,000 equity shares upon conversion of warrants to Mr. Narendrasinh J Chauhan (Promoter) on May 08, 2023. However, at the time of filling the application with NSE for the listing of the said shares, NSE mentioned that the said allotment has triggered open offer under regulation 3 of SEBI SAST Regulations. Accordingly, the Company withdrew the said listing application and subsequently filed a petition before the National Company Law Tribunal ("NCLT") under Section 66 of the Companies Act, 2013, seeking cancellation of the effect of the relevant PAS-3 allotment. The said petition was subsequently withdrawn by the management.

The Company accordingly took necessary steps towards compliance with the applicable regulatory requirements and completion of the listing process.

Consequent thereto, the aforesaid 18,00,000 Equity Shares were listed and admitted to dealings on the NSE SME platform with effect from 24th November 2025.

Accordingly, as on 31st March 2026, the entire paid-up equity share capital of the Company comprising 1,06,04,000 Equity Shares of Rs. 10/-each stood listed on the recognised stock exchange, i.e. National Stock Exchange of India Limited (NSE).

15. AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Jalpesh Vaghela & Co., Chartered Accountants, (Firm Registration No. 138753W) have been appointed statutory auditors of the Company for the FY 2025-26 to fill the casual vacancy caused by the resignation of M/s. Sanghavi & Co. having (Firm Registration No. 109099W). Thus, the tenure of M/s. Jalpesh Vaghela & Co., Chartered Accountants, would end at the conclusion of the ensuing AGM.

Consequent to the completion of term of Statutory Auditors M/s. Jalpesh Vaghela & Co. at AGM, the Board of Directors have recommended the appointment of M/s. APS ASSOCIATES, Chartered Accountants, Mumbai (Firm Registration No. 306015E) as Statutory Auditors of the Company for a term of 5 (Five) continuous years from the FY 2026-27 the conclusion of FY 2030-31 of the Company for the approval of shareholders of the Company in the forthcoming AGM.

The Company has received a letter from APS ASSOCIATES, Chartered Accountants, confirming that they are not disqualified to act as Statutory Auditors of the Company and they comply with the eligibility criteria/requirements specified under Section 141(3) of the Companies Act.

SECRETARIAL AUDITOR:

Your Company has appointed M/s. Parth Nair & Associates, Ahmedabad as Secretarial Auditor for the Financial Year ended March 31, 2026 in accordance to the provisions of Section 204 of Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report in the Form MR-3 issued by the Secretarial Auditor forms part of this Report as Annexure – A.

INTERNAL AUDITOR:

In accordance to the provisions of Section 138 of the Companies Act, 2013 your Company has appointed M/s A R Parmar & Co, Chartered Accountants, Bhavnagar as the Internal Auditors for the Financial Year 2025-26.

BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE:

There are qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the year ended 31st March 2026.

However, statutory auditor had reported following qualified opinion in their report for the year ended 31st March 2026.

Auditors Qualified Opinion

Boards Comment on Qualified Opinion

Physical verification of inventories was not carried out by the auditors. Inventories and valuation thereof are, therefore, taken as verified, valued and certified by the management of the Company. Management however, provided confirmation with respect to inventory listing and valuation of inventories. Impact quantified by auditors are ascertainable.

However, In the absence of corroborative evidences like valuation of independent valuers report in terms of the quantity, quality and the valuation, auditors have not been able to verify_ the quantity & valuation of inventories aggregating to Rs. 4,806.18 lacs. The Auditors have therefore solely relied upon the information and explanations furnished to them by the management of the company in so far as relates to the disclosure of inventories in the financial statements.

The explanations furnished by the management are accurate and reliable

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2025-26 has been stated as under: a) Conservation of energy – NA i) the steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to daypower consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible. ii) the steps taken by the company for utilizing alternate sources of energy – NIL iii) the capital investment on energy conservation equipment – NIL

b) Technology absorption – Your company has no activities relating to technology absorption.

Hence, nothing is reported here.

c) Foreign exchange earnings and Outgo - NIL

17. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

The Directors and KMPs of the Company as on 31st March 2026 were as below:

Name of Director

DIN Designation
Mr. Narendrasinh Jesingbhai Chauhan 08123747 Chairman and Managing Director
Ms. Gohil Manishaben Dhirabhai 10837465 Executive Director
Mr. Anandan Sengundamudaliar 10555273 Non-Executive and Independent Director
Mr. Bikash Tarafdar 11001379 Non-Executive and Independent Director
Mrs. Binal Manan Shah 11470372 Additional Non-Executive and Independent Director
Mr. Vaibhav Ramkrishnabhai Chapaneri AQVPC6808R CFO
Mrs. Ashmi Ketankumar Patel CGSPP8634B Company Secretary

Particular of Changes in directorship & KMP during the year:

Name DIN/PAN Nature of Change Designation Date
Mr. Bikash Tarafdar 11001379 Appointment Additional Non carried out by the auditors. Inventories and valuation thereof are, therefore, taken as verified, valued and certified by the management of the Company. Management however, provided confirmation with respect to inventory listing and valuation of inventories.Executive and Independent Director 30/05/2025
Mr. Ankurbhai Maheshbhai Prabtani 09307275 Cessation Non-Executive Non- Independent Director 12/08/2025
Ms. Gohil Manishaben Dhirabhai 10837465 Change in Designation Executive Director 29/09/2025
Mr. Bikash Tarafdar 11001379 Change in Designation Non-Executive and Independent Director 29/09/2025
Mr. Neelabh Kaushik 01755431 Cessation Independent Director 14/11/2025
Mrs. Binal Manan Shah 11470372 Appointment Additional Non-Executive and Independent Director 08/01/2026

Subsequent to the closure of the Financial Year, Mr. Bikash Tarafdar resigned from the position of Non-Executive and Independent Director of the Company with effect from June 02, 2026. Further, CS

Ashmi Ketankumar Patel resigned from the position of Company Secretary of the Company with effect from August 05, 2026. Further, Mr. Prakash Laljibhai Sidhdhpura appointed as Non-executive Non Independent Director with effect from September 07, 2026. Further, Mr. Vaibhav Ramkrishnabhai Chapaneri resigned from the position of CFO with effect from September 07, 2026, and Ms. Vishakha M Patel appointed as CFO with effect from September 08, 2026.

18. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

The Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. The Independent Directors have confirmed that they have registered themselves with Independent Directors database of The Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test as applicable.

19. 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:

Your Company has framed a Nomination and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ non-executive/ independent), Senior Management and other employees.

The Nomination and Remuneration Committee (NRC) identifies and recommends eminent professionals with relevant expertise and independent standing for appointment as Independent Directors, in line with the Companys Policy on Selection of Directors and Determining Independence. The Policy, revised during the year, sets guiding principles for assessing qualifications, attributes, diversity and independence of Directors.

The Remuneration Policy, framed under Section 178 of the Companies Act, 2013, is performance-driven, aligned with industry practices and designed to reward achievement and contribution.

20. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own Performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

21. CORPORATE GOVERNANCE:

Since the Companys securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this report.

22. COMPLIANCE OF SECRETARIAL STANDARD:

During the year under review, the Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India;

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. The provisions of Section 135 of the Companies Act, 2013 and rules framed thereunder with respect to Corporate Social Responsibility are not applicable to the Company.

24. COMMITTEES:

The Board has constituted 3 main Committees, viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board is authorized to constitute other functional Committees, from time to time, depending on business needs. The recommendations of the Committees are submitted to the Board for approval. During the year, all the recommendations of the Committees were accepted by the Board. The Composition of various Committees of your Company as on 31.03.2026 was as below:

AUDIT COMMITTEE:

In compliance with the requirement of Section 177, as applicable to the Company, the Board of Directors has constituted Audit Committee. The members of the Audit Committee possess financial/accounting expertise/exposure. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the

Company and its compliance with the legal and regulatory requirements. Apart from the matters provided under Section 177(4) of the Companies Act, 2013, the Audit Committee also review the significant legal cases pending and all material developments are reported to the Board.

The Audit Committee comprises of the following Directors of the Company;

Sr No. Name of Director

Designation Position in the Committee
1 Mr. Bikash Tarafdar Independent Director Chairman
2 Mr. Anandan Jayachandran Sengundamudaliar Independent Director Member
3 Mr. Narendrasinh Jesingbhai Chauhan Chairman cum Managing Director Member

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises of the Independent/Non-Executive Directors of the Company as mentioned below.

Sr No. Name of Director Designation Position in the Committee
1 Mr. Anandan Jayachandran Sengundamudaliar Independent Director Chairman
2 Mr. Bikash Tarafdar Independent Director Member
3 Mrs. Binal Manan Shah Independent Director Member

A Copy of the NRC Committee Policy will be available at the Companys website www.shubhlaxmiltd.in

STAKEHOLDER RELATIONSHIP COMMITTEE:

Sr No. Name of Director Designation Position in the Committee
1 Mrs. Binal Manan Shah Independent Director Chairman
2 Mr. Anandan Jayachandran Sengundamudaliar Independent Director Member
3 Mr. Narendrasinh Jesingbhai Chauhan Chairman cum Managing Director Member

A Copy of the Stakeholder Relationship Committee Policy will be available at the Companys website www.shubhlaxmiltd.in

25. POLICIES:

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. Although, Board is of the opinion that there are no major risks affecting the existence of the Company.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website www.shubhlaxmiltd.in.

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

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2026. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.shubhlaxmiltd.in.

26. SHARE CAPITAL:

The Members of the Company had passed an Ordinary Resolution on January 23, 2026, for increase in the Authorised Share Capital of the Company from Rs. 11,00,00,000 (Rupees Eleven Crore Only) divided into 11000000 (One Crore Ten Lakh) Equity Shares to Rs. 61,00,00,000 (Rupees Sixty-One Crore Only) divided into 61000000 shares (Six Crore Ten Lakh) Equity Shares. However, the requisite Form SH-7 in respect of the said alteration in the Authorised Share Capital was not filed with the Registrar of Companies as required under the provisions of the Companies Act 2013 and the rules made thereunder.

The Paid-up Share Capital of the Company as on 31st March 2026 is Rs. 10,60,40,000/- divided into 1,06,04,000 Equity Shares of Rs. 10/- each, fully paid-up, as per the records of the Company and MCA.

During the year under review, the Company completed the listing of 18,00,000 Equity Shares of Rs. 10/- each, which had been allotted earlier pursuant to conversion of warrants issued on preferential basis. The said 18,00,000 Equity Shares were listed and admitted to dealings on the National Stock Exchange of India Limited (NSE) with effect from 24th November 2025.

Prior to the aforesaid listing, 88,04,000 Equity Shares of Rs. 10/- each were listed on NSE Emerge. Upon listing of the aforesaid 18,00,000 Equity Shares, the entire paid-up equity share capital of the Company comprising 1,06,04,000 Equity Shares of Rs. 10/- each became listed on the recognised stock exchange, NSE Emerge.

Accordingly, as on 31st March 2026, the Paid-up Share Capital of the Company stood at Rs. 10,60,40,000/- divided into 1,06,04,000 Equity Shares of Rs. 10/- each, fully paid-up, and the entire equity share capital was listed on NSE Emerge.

27. PARTICULARS OF EMPLOYEES:

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in accordance to the requirements.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of the Companys performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

29. CEO AND CFO CERTIFICATION:

Since your Companys securities are listed on Emerge platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with CEO and CFO Certification as provided under Sub- regulation 8 of Regulation 17 is not applicable. Hence, the same does not form part of this report.

30. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in DEMAT mode. The ISIN No. allotted is INE01Z401013.

31. LISTING AND DEPOSITORY FEES:

Your Company has paid Annual Listing Fee for the financial year 2026-27 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

32. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

33. ENVIRONMENT, HEALTH AND SAFETY:

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

34. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

35. FUTURE OUTLOOK:

Jewellery sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class jewellery business in the country.

Your Company is looking forward to bag new opportunities by increasing its operational efficiency and adopting latest technologies for better execution.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END -OF THE FINANCIAL YEAR:

During the year under review, neither there is any application made, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. 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 year under review, no such exercise has happened.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts to Investor Education and Protection Fund (IEPF).

40. CREDIT RATING:

During the year under review the Company has not obtained any credit rating.

41. GENERAL DISCLOSURES:

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 financial year under review:

During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force); The Company is not required to maintain cost records as your company does not fall under the purview of Section 148 of Companies Act, 2013.

After the financial year ended and before the date of this report, SEBI has imposed a penalty of Rs. 10,00,000/- under violation of Regulation 3(2) of SEBI (SAST) Regulations to the promoters.

APPRECIATIONS & ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers and other business associates for their contribution to your Companys growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

For and on behalf of the Board of Directors,

Shubhlaxmi Jewel Art Limited

Sd/-

Narendrasinh Jesingbhai Chauhan

Chairman & Managing Director

DIN: 08123747

Date: 07.09.2026

Place: Bhavnagar

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.