SMR Jewels Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 8 th Annual Report of the Company together with its Audited Financial Statements for the Financial Year (FY) ended March 31, 2026.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

(Rs. in Lakhs)

Particulars	Standalone
	Year ended	Year ended
	31 st March, 2026	31 st March, 2025
Revenue from Operations	43,236.66	26,325.18
Other Income	-	-
Total Revenue	43,236.66	26,325.18
Expenditure	39,955.47	24,869.67
Profit Before Tax	3,281.18	1,455.50
Provision for Current Tax, Deferred Tax & Other Tax	806.33	378.97
Expenses
Profit After Tax	2,474.85	1,076.54
EPS (Basic & Diluted)	16.89	7.35

STATE OF COMPANYS AFFAIRS

Your Company has achieved a total income of Rs. 43,236.66 Lakh during the year under review as against Rs. 26,325.18 Lakh in the previous financial year. The net profit after tax of the Company for the year under review is Rs. 2,474.85 Lakh as compared to profit of Rs. 1,076.54 Lakh for the previous year. The net profit before tax for the year under review is Rs. 3,281.18 Lakh as compared to profit of Rs. 1,455.50 Lakh for the previous year.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the Company have not recommended any dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company i.e., https://smrjewels.in/ under investor section.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, there is no change in authorised share capital of the company.

However, the company has allotted 97,69,162 bonus equity shares in the board meeting held on 06 th August, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Companys subsidiary, joint venture or associate company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel underwent changes set out below:

During the year under review:

Mr. Suraj Bohra had resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. April 01, 2025.

Ms. Sangita Rajpurohit was appointed as the Company Secretary and Compliance officer of the Company w.e.f. April 26, 2025.

Ruta Rohankumar Soni was appointed as the Non-Executive Independent Director of the company w.e.f. June 23, 2025

Ekta Ankit Patel resigned from the post of Non-Executive Independent Director of the company w.e.f. June 13, 2025

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect that, they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company i.e. https://smrjewels.in/ under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at Annexure 1.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 17 (Seventeen) times. The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 4 (Four) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

Audit Committee

Nomination and remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

During the financial year under review, the Audit Committee met four (4) times, the Stakeholders Relationship Committee met two (2) times, the Nomination and Remuneration Committee met two (2) times, and the Corporate Social Responsibility Committee met one (1) time.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Boards performance carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors like compliances with the provisions of the applicable act(s), rules, regulations and corporate governance norms. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria like adequacy of composition, execution and performance of specific duties, obligations and governance, quorum, compliance with procedures applicable for the conduct of meetings, and review of the past recommendations and decisions of the committees. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on various parameters like attendance, level of their engagement, contribution, independency of judgment, contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

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

They 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 and loss of the company for that period;

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

They had prepared the annual accounts on a going concern basis;

They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS

STATUTORY AUDITOR

The Board of Directors, on the recommendation of the Audit Committee, has appointment M/s Surana Maloo & Co, Chartered Accountants (FRN: 112171W) as the Statutory Auditors of the Company for the period of 5 (Five) consecutive years to hold office from the conclusion of 6 th Annual General Meeting until the conclusion of the 11 th Annual General Meeting of the Company , at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as shall be fixed by the Board of Directors of the Company from time to time in consultation with them.

The Auditors Report for the financial year ended 31st March, 2026 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDITOR

CS Urvashi Gupta (ACS No. 23252), Practicing Company Secretaries, was appointed as the Secretarial Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2026 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by her in the prescribed form MR- 3 is annexed to this Report as Annexure-2 .

COST AUDITORS

The cost auditor is not applicable in this company as per Section 148 of the Companies Act, 2013.

INTERNAL AUDITORS

Tirth D Belani & Co, Chartered Accountants have been duly re-appointed as the Internal Auditors for the financial year 2025-26.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and its devices and adopts improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments that affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors report.

RISK MANAGEMENT

The Board of your Company has adopted Risk Management plan to create and protect shareholders value by identifying and mitigating major operating, and external business risk. Currently the board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2026 is available on the Companys website i.e. https://smrjewels.in/ under investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions, if any, that were entered into during the financial year were on arms length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at Annexure 3 to this report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

There was no foreign exchange earnings and outgo during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee.

The annual report on CSR in the prescribed form appears at Annexure 4 to this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company i.e. https://smrjewels.in/ under investor section.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para-C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to our Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and / or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Companys Website i.e., https://smrjewels.in/ under investor section.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company did not require to constitute Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details are as follows:

(i)	Number of Sexual Harassment Complaints received	0
(ii)	Number of Sexual Harassment Complaints disposed off	0
(iii)	Number of Sexual Harassment Complaints beyond 90 days	0

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

DISLCOSURE UNDER MATERNITY BENEFIT ACT, 1961

As per the requirement of the Maternity Benefit Act, 1961 and rules made thereunder, your company has complied with the provisions.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:

Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

The Company has not transferred an amount to capital reserve during the year.

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.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilization of money raised by public issue.

Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.

Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.

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

Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

The company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing Director or the Whole time Directors of the Company as per section 197(14).

Revision in the financial statements (apart from regrouping adjustments) or directors report in any of the three preceding financials years.

Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGMENT

Your directors place on records their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all-around operational performance.

For and on behalf of the Board of Directors of SMR JEWELS LIMITED (Formerly Known as SMR Jewels Private Limited)

Annexure-1 DETAILS PERTAINING TO REMUNERATION [As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year ended March 31, 2026 and the percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year ended March 31, 2026 is as under:

Name of Director / Key Managerial	Ratio of	% Increase in
Personnel	remuneration	remuneration
	of each	in the financial
	Director/KMP to	year ended
	the Median	March 31, 2026
	remuneration
	of Employees
Executive Directors
VISMAY MANOJKUMAR SONI	9.09
		0%
JAINIL VIRENDRA SONI	4.54
		0%
PARUL MANOJ SONI	0.22
		0%
DIPIKABEN VIRENDRA SONI	0.22	0%
Chief Financial Officer
DRASHTI PAL MODI	3.03	0%
Company Secretary
SANGITA RAJPUROHIT	0.76	NA
SURAJ BOHRA	0.07	0%

* Remuneration is not comparable as they are in normal employment and during the year they were appointed as KMP.

a) The percentage increase in the median remuneration of employees in the financial year: 12.82% b) The number of permanent employees on the rolls of company: 25 c) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil d) Remuneration of Directors, KMP and other employees is in accordance with the Companys Remuneration Policy.

e) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2026-

1. Top 10 employees in terms of remuneration drawn during the year:

Name	Design	Remune	Qualifica	Experie	Date of	Age	Last	Percent
of	ation	ration	tions	nce (In	commen	(Ap	employ	age of
Emplo		received		Years	cement	pro	ment	equity
yee				approx	of	x)		shares
				)	employm			held by
					ent			the
								employ
								ee
Soni			MBA in
Vismay	Managing		Integrated	More			Self
		2400000			26-10-18	32		18.07%
Manojku	Director		Management	than 7			Employed
mar			Course
			BBA in
			Entrepreneu
	Whole			More			Self
			ship and
	Time	1200000			04-06-22	25		13.76%
			Family	than 3			Employed
Soni Jainil	Director
			Business
Virendra			Management
Patel
				More			Self
Mukesh	Manager	840000	HSC		01-01-19	30		0%
				than 7			Employed
Amratbhai
			Master of
			Business	More			Self
Drashti	CFO	800004			08-06-24	29		16.92%
			Administratio	than 1			Employed
Pal Modi			n (MBA)
Soni
Nisarg	Sales			More			Self
	Represent	468000	Graduation		10-09-23	30		0%
Sanjayku	ative			than 2			Employed
mar
Lodhiya
	Back			More			Self
Hetal		372000	Graduation		10-03-25	27		0%
	Office			than 1			Employed
Nikunj
Jitendra	Production			More			Self
		360000	Graduation		05-02-20	29		0%
Yadav	manager			than 6			Employed
	Designing			More			Self
Bhavsar	&	360000	Graduation		01-04-20	31		0%
Shivani	photoshop			than 5			Employed
Bhadreshk	Quality
	Control			More			Self
umar	Manger &	324000	HSC		03-01-22	49		0%
Kanaiyalal	Machine			than 4			Employed
Soni	Operating
Prashant	Sales
				More			Self
Arvindbha	Represent	312000	Graduation		01-04-20	50		0%
	ative			than 5			Employed
i Shah

- Employees mentioned above except below, are neither relatives of any directors or managers of the Company.

Sr.	Name of Director / KMP	Relationship with other Directors / KMP
No.
1	Soni Vismay Manojkumar	Managing Director
2	Soni Jainil Virendra	Whole-timedirector
3	Parul Manoj Soni	Director
4	Dipikaben Virendra Soni	Director

- All appointments are/were contractual in accordance with terms and conditions as per Company rules.

2. Details of employees, employed throughout the financial year was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs.1.02 Crores. -Nil

3. Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rupees Eight Lakhs and Fifty Thousand per month-Nil

4. Details of employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. - Nil