To the Members of,
UDAY JEWELLERY INDUSTRIES LIMITED
Hyderabad
Your directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company along with the Audited financial statements (Standalone) for the financial year ended March 31, 2026.
The highlights of the financial statements of the Company for the financial year ended March 31, 2026, are as under:
| Particulars | 31.03.2026 | 31.03.2025 (Restated)* |
| Revenue from operations | 72,563.09 | 37,175.92 |
| Other Income | 799.50 | 108.40 |
| Total income | 73,362.59 | 37,284.33 |
| Profit before tax | 4,860.62 | 2,131.73 |
| Current Tax | 1,275.44 | 557.65 |
| Deferred Tax | (2.80) | (3.28) |
| Income tax pertaining to earlier years | 11.20 | 1.96 |
| Profit after Tax | 3,576.78 | 1,575.40 |
| Earnings per share | ||
| Basic | 10.78 | 4.92 |
| Diluted | 10.78 | 4.92 |
*Pursuant to the Order dated 21 January 2026 passed by the National Company Law Tribunal (NCLT), Hyderabad Bench, approving the Scheme of Amalgamation of Narbada Gems and Jewellery Limited (Transferor Company) with Uday Jewellery Industries Limited (Transferee Company) with the appointed date of 1 April 2024, the comparative financial information for the financial year ended 31 March 2025 has been restated. Accordingly, the figures for the year have been presented after giving effect to the Scheme of Amalgamation to ensure comparability and compliance with the applicable Indian Accounting Standards (Ind AS)
The Company has delivered a strong financial performance for the year ended 31st March 2026. Total income stood at Rs.73,362.59 lakhs, driven by robust revenue from operations of Rs.72,563.09 lakhs, reflecting consistent business growth.
Profit before tax stood at Rs.4,860.62 lakhs, showcasing operational efficiency and effective cost management. After accounting for taxes, the Company posted a healthy Profit After Tax (PAT) of Rs.3,576.78 lakhs.
Earnings per share (EPS) remained strong at Rs.10.78, both basic and diluted, underscoring the Companys sustained profitability and its ability to generate value for shareholders.
Overall, the financial results reflect the Companys resilience, strategic execution, and continued focus on growth and shareholder returns.
During the Financial Year (FY) 2025- 26, the Company has achieved a total income of Rs.73,362.59 lakhs as compared to Rs.37,284.33 lakhs in FY 25. The profit before tax for FY2025- 26 stood at Rs.4,860.62 lakhs compared to Rs.2,131.73 lakhs achieved in FY 25. The profit after tax stood at Rs.3,576.78 for FY2025- 26 as compared to Rs.1,575.40 lakhs for the previous year.
There was no change in the nature of business of the Company.
For FY2026 (as on 31st March 2026), Uday Jewellery Industries Limited reported sales of Rs.725.63 crore, up 95.19% 95.19% year- on- year, while net profit rose 127.05% 127.05% to Rs.35.76 crore, as against Rs.15.75 crore in FY2025.
This sharp improvement in performance is largely attributable to two corporate actions undertaken by the Company. First, the Company acquired the running business of Sanghi Jewellers Private Limited in October 2025, consequent to which the revenue and profit of the acquired business have been integrated into the Companys financial statements for FY2026. Second, pursuant to the Scheme of Amalgamation of Narbada Gems and Jewellery Limited with the Company sanctioned by the Honble NCLT, Hyderabad Bench vide order dated 21st January 2026, effective from 19th February 2026 with an appointed date of 1st April 2024 — the financials of the erstwhile Narbada Gems and Jewellery Limited stand merged with those of the Company, with corresponding equity shares allotted to its shareholders on 5th March 2026.
Accordingly, the FY2026 numbers reflect not only organic operational improvement but also the inorganic contribution from both the Sanghi Jewellers business combination and the Narbada Gems amalgamation, and the resultant profit margins remain consistent with prevailing industry norms.
The Indian organized jewellery industry continues to witness robust growth, driven by increasing consumer preference for branded jewellery, and a rise in awareness regarding quality and authenticity, and a sustained shift from the unorganized to the organized retail segment.
External industry dynamics, such as reduced import duties on gold, are expected to fuel organized jewellery retailers revenue growth of 22-25% 22 - 25% , despite slight margin pressure, by boosting volumes
In a significant strategic development, the Company successfully completed the amalgamation of Narbada Gems and Jewellery Limited with Uday Jewellery Industries Limited during the year. The Scheme of Amalgamation was sanctioned by the Honble National Company Law Tribunal, Hyderabad Bench, vide its order dated 21st January 2026, and became effective on 19th February 2026, with an appointed date of 1st April 2024.
Pursuant to the Scheme, the Company allotted 97,81,025 equity shares to the erstwhile shareholders of Narbada Gems and Jewellery Limited on 5th March 2026, in the share exchange ratio approved under the Scheme. With this amalgamation, the business, assets, and operations of Narbada Gems and Jewellery Limited now stand consolidated with those of the Company, strengthening its operational scale and market presence in the gems and jewellery segment by addition of a new business line of high value diamond jewellery manufacturing.
The amalgamation reflects the Companys continued strategic focus on consolidation and inorganic growth, and is expected to yield operational synergies, an expanded customer base, and enhanced financial scale going forward. Given the appointed date of 1st April 2024, the financial results for the relevant period stand restated to reflect the combined entity, in accordance with the applicable accounting standards.
With the successful integration of the Sanghi Jewellers business and the amalgamation of Narbada Gems and Jewellery Limited now complete, the Company is well positioned to consolidate its expanded scale and pursue its next phase of growth. The enlarged operational footprint provides a stronger platform to deepen presence across existing markets while selectively evaluating opportunities in new geographies.
The Company will continue to focus on strengthening its wholesale distribution network, enhancing operational efficiencies across the combined entity, and realising synergies arising from the recent business combinations. Continued emphasis will also be placed on prudent working capital management and disciplined capital allocation, given the scale at which the Company now operates.
Going forward, the Company remains committed to pursuing both organic and inorganic growth opportunities in a manner consistent with its long- term strategic objectives, while maintaining its focus on regulatory compliance and good corporate governance as it progresses toward its listing objectives on the NSE.
Key areas of focus going forward include:
Product diversification: Widening the product portfolio across gold, diamond, and studded jewellery segments to cater to evolving consumer preferences and price points.
Working capital and financial discipline: Maintaining prudent working capital management and a disciplined approach to capital allocation to support sustainable growth.
Regulatory compliance and governance: Continuing to strengthen internal controls, compliance systems, and governance practices in line with the Companys growth trajectory.
Customer trust and transparency: Continued emphasis on hallmarking compliance and transparent pricing practices to build long- term customer trust in a sector where authenticity and purity remain key purchase drivers.
The Company remains optimistic about the medium- to- long- term prospects of the jewellery sector in India and is committed to pursuing sustainable, profitable growth while upholding the highest standards of corporate governance and regulatory compliance.
The Indian jewellery market continues to exhibit distinct regional consumption patterns shaped by cultural preferences, income levels, and evolving consumer trends. As per data published by the World Gold Council, South India dominates Indian gold jewellery consumption, accounting for 40% 40% of the countrys total jewellery demand, driven by a strong preference for traditional 22- carat plain gold jewellery, higher household gold ownership, and sustained demand from the NRI community, particularly from Gulf remittances into states such as Kerala and Telugu states.
North and West India together account for around 45% 45% of the market, with the West at approximately 25% 25% and the North at approximately 20% 20% , while Eastern India holds a market share of around 15% 15% . The Northern and Western markets exhibit relatively diverse consumer preferences across, 22, 18 and 14- carat jewellery, with increasing demand for lightweight, contemporary, and lower- carat pieces, particularly among younger, urban consumers. Eastern India, by contrast, continues to show a strong preference for traditional 22- carat jewellery.
Rural India remains a significant contributor to domestic gold jewellery demand. While historically accounting for as much as 60% 60% of the countrys gold demand, this share has moderated in recent years to approximately 55-58% 55 - 58% , with rural gold purchases continuing to be influenced by agricultural income cycles, weddings, and festive occasions — reflecting golds enduring role as both a cultural and investment asset even as urbanisation gradually reshapes consumption patterns.
This regional and rural- urban diversity presents significant growth opportunities for organised jewellery retailers, particularly through lightweight and contemporary product innovation targeted at younger, urban consumers, while continuing to serve traditional demand in the South, East, and rural markets
Building on the operational momentum achieved during FY2025- 26, the Company has outlined the following key strategic priorities to drive its next phase of growth:
i). Manufacturing Capacity Expansion:
The Companys integrated manufacturing facility at Hyderabad currently has an installed capacity of 125kg 125 kg per month, against which capacity utilisation stands at a modest level, leaving significant headroom for scaling production in line with demand. After the successful Merger of Uday Jewellery Industries Limited with Narbada Gems & Jewellery Limited, the Company relocated its manufacturing operations to extended larger facility spanning around 40,000 sq. ft. in November 2023, which increased available capacity to 125kg 125 kg per month from 35kg 35 kg per month in FY2023. The Company intends to progressively ramp up utilisation of this expanded capacity to support future revenue growth.
Having operated primarily in the business- to- business (B2B) segment, the Company plans to expand into the business- to- consumer (B2C) segment through franchising and e- commerce channels, aimed at achieving greater market reach and higher realisations.
The Company has sought shareholder approval for key board changes, including the appointment of Mr. Sanjay Kumar Sanghi as Chairman & Managing Director for a five- year term effective 22nd April 2026, alongside the redesignation of Mr. Ritesh Kumar Sanghi as Joint Managing Director- Operations and the appointment of Mrs. Bhavna Sanghi as Whole- Time Director. This strengthened leadership structure, along with the induction of an additional Independent Director, is intended to provide clearer strategic direction and improved operational execution going forward.
Following the amalgamation of Narbada Gems and Jewellery Limited (effective 19th February 2026) and the integration of the Sanghi Jewellers Private Limited business (October 2025), the Companys near- term priority is to consolidate operations across the combined entity, realise synergies, and stabilise the enlarged financial and operational base before pursuing further inorganic opportunities.
During the year under review, the Company has not altered/modified its equity shares with differential rights as to dividend, voting or otherwise. Except the authorized share capital of the company. The Company has not issued any sweat equity shares to its directors or employees.
During the year under review, the Authorised Share Capital of the Company underwent a change pursuant to the Scheme of Arrangement for Amalgamation of Narbada Gems and Jewellery Limited (Transferor Company) with Uday Jewellery Industries Limited (Transferee Company/Company), sanctioned by the Honble National Company Law Tribunal, Hyderabad Bench, vide its Order dated 21st January 2026, and made effective from 19th February 2026.
Pursuant to Clause 2 of Part III of the said Scheme, the Authorised Share Capital of the Transferor Company, being Rs. 21,50,00,000 (divided into 2,15,00,000 equity shares of Rs. 10 each), stood clubbed with the Authorised Share Capital of the Company, being Rs. 26,00,00,000 (divided into 2,60,00,000 equity shares of Rs. 10 each), without requiring any separate resolution for alteration of the Capital Clause of the Memorandum of Association under the provisions of the Companies Act, 2013.
Consequent upon the Scheme becoming effective, the Authorised Share Capital of the Company stands increased to Rs. 47,50,00,000, divided into 4,75,00,000 equity shares of Rs. 10 each.
During the year, the Issued, Subscribed and Paid- up Share Capital of the Company also witnessed changes on account of
(i) allotment of 9,00,000 equity shares on 25th September 2025, pursuant to conversion of convertible warrants issued on a preferential basis, and
(ii) allotment of 97,81,025 equity shares on 5th March 2026 to the shareholders of Narbada Gems and Jewellery Limited, pursuant to the Scheme of Amalgamation referred to above.
The Issued Share Capital of the Company as on 31st March 2026 stood at Rs. 36,76,58,250. The difference between the Issued Share Capital and the Paid- up Share Capital is on account of 31,62,900 equity shares forfeited by the Company. Accordingly, the Paid- up Share Capital of the Company as on 31st March 2026 stood at Rs. 33,60,29,250.
Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.
The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.
The Company has not issued any employee stock option during the financial year as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014
During the year under review, the Company undertook the following further issues of capital:
Allotment pursuant to Warrant Conversion: The Board had approved the issue of 22,50,000 convertible warrants to persons belonging to the Promoter and Non- Promoter Group on a preferential basis on 31.08.2024. Pursuant to receipt of in- principle approval from the Stock Exchange on 18.10.2024, the Company allotted the said 22,50,000 warrants on 02.11.2024.
During the year under review and thereafter, the said warrants were converted into an equivalent number of fully paid- up equity shares, in the following tranches:
| Tranches | Date of Allotment | No. of Warrants Converted | Allotted to |
| 1. | 26.12.2024 | 6,00,000 | Promoter Group |
| 2. | 14.02.2025 | 3,00,000 | Promoter and Non-Promoter Group |
| 3. | 25.09.2025 | 9,00,000 | Promoter Group |
As on 31.03.2026, 18,00,000 of the total 22,50,000 warrants issued stood converted into equity shares, with the balance 4,50,000 warrants outstanding for conversion.
Between 01.04.2026 and the date of this Report, the Company allotted the remaining 4,50,000 equity shares on 01.05.2026, pursuant to conversion of the fourth and final tranche of warrants, to persons belonging to the Promoter and Non- Promoter Group. Consequent to this allotment, all 22,50,000 warrants issued by the Company stand fully converted into equity shares.
Allotment pursuant to Scheme of Amalgamation: The Company allotted 97,81,025 equity shares on 05th March 2026 to the shareholders of Narbada Gems and Jewellery Limited, pursuant to the Scheme of Arrangement for Amalgamation of Narbada Gems and Jewellery Limited with the Company, as sanctioned by the Honble National Company Law Tribunal, Hyderabad Bench, vide its Order dated 21st January 2026, in accordance with the share exchange ratio approved under the said Scheme. As on date, the said shares have been admitted for being listed and traded at BSE Limited.
During the year under review your directors have recommended a dividend of 5% 5% per equity share of face value of 10 i.e., 0.50/- per equity share of the Company for the financial year under review, subject to the approval of the Members at the ensuing Annual General Meeting.
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF).
The provisions of Section 125 of the Companies Act, 2013 are not applicable for the Company as there was no dividend declared and paid in the previous financial years.
8. TRANSFER TO GENERAL RESERVE
During the period under review, the Board of Directors has decided that Rs. 3,576.78/- Lakhs to be carried forward to the reserves being profit for the year.
With a view to streamlining the overall group structure, the Board of Directors of Uday Jewellery Industries Limited (Transferee Company), at its meeting held on 16th September 2024, approved a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, for the amalgamation of Narbada Gems and Jewellery Limited (Transferor Company) with the Company.
Pursuant to the said approval, a First Motion Application was jointly filed by the Transferor Company and the Transferee Company before the Honble National Company Law Tribunal (NCLT), Hyderabad Bench, on 29th April 2025. The Honble NCLT, vide its orders dated 13th June 2025 and 2nd July 2025, directed the convening of a meeting of the equity shareholders of the Company to consider and approve the proposed Scheme, while dispensing with the requirement of convening meetings of the secured and unsecured creditors of the Company. Accordingly, the meeting of equity shareholders was convened on 21st August 2025, at which the Scheme was approved by the requisite majority.
Following the shareholders approval, a joint Second Motion Application was filed before the Honble NCLT, Hyderabad Bench, on 4th September 2025, seeking final sanction of the Scheme. The Honble NCLT, vide its Order dated 21st January 2026, sanctioned the Scheme of Amalgamation, with 1st April 2024 as the appointed date.
Pursuant to the said Order, both the Transferor Company and the Transferee Company filed the requisite e- Form INC- 28 with the Registrar of Companies, and the Scheme became effective on 19th February 2026. Upon the Scheme becoming effective, the entire business, undertaking, assets, liabilities, and obligations of Narbada Gems and Jewellery Limited stood transferred to and vested in Uday Jewellery Industries Limited, and Narbada Gems and Jewellery Limited stood dissolved without being wound up, without any further act or deed.
Consequent upon the Scheme becoming effective:
The Authorised Share Capital of the Company stood increased and clubbed to Rs. 47,50,00,000, divided into 4,75,00,000 equity shares of Rs. 10 each, pursuant to Clause 2 of Part III of the Scheme, without requiring a separate resolution for alteration of the Capital Clause of the Memorandum of Association under the Companies Act, 2013.
The Board of Directors, at its meeting held on 5th March 2026, approved the allotment of 97,81,025 equity shares of the Company to the shareholders of the erstwhile Narbada Gems and Jewellery Limited, in accordance with the share exchange ratio approved under the Scheme.
The certified copies of the NCLT Orders dated 13th June 2025, 2nd July 2025, and 21st January 2026 are available on the official website of the Honble NCLT at https://nclt.gov.in .
As on 31st March 2026, the amalgamation stands fully given effect to in the books of accounts of the Company, and the financial results for FY 2025- 26 reflect the combined operations of the Company and the erstwhile Narbada Gems and Jewellery Limited, in accordance with the applicable accounting standards and the appointed date specified under the Scheme.
THE KEY OBJECTIVES OF THE ABOVE MERGER ARE:
Business consolidation to achieve operational synergies.
Improved cost efficiencies and streamlined management.
Enhanced shareholder value by combining complementary strengths.
10. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review and hence there has been no non- compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form DPT- 3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
Pursuant to Sections 180(1)(c) and 180(1)(a) of the Companies Act, 2013, the Board has proposed Special Resolutions, to be placed before the Members at the ensuing Annual General Meeting, seeking approval to (i) borrow monies up to an aggregate outstanding limit of 250 crores over and above the Companys paid- up share capital, free reserves and securities premium, and (ii) create charges/mortgages on the Companys movable and immovable properties to secure such borrowings, within the same aggregate limit. These resolutions are intended to provide the Company adequate financial flexibility for its business and growth requirements. Details are set out in the Explanatory Statement annexed to the Notice of the AGM.
Pursuant to Section 186 of the Companies Act, 2013, particulars of investments made by the Company are disclosed in Note 5 to the Financial Statements. The Company has not given any loan, or provided any guarantee or security, to any person or body corporate during the financial year 2025- 26.
Further, with a view to providing the Company adequate flexibility to undertake investments, loans, guarantees and securities in line with its business and growth requirements, the Board has proposed to seek Members approval, by way of a Special Resolution at the ensuing Annual General Meeting, to enhance the aggregate limit for such transactions under Section 186(2) of the Act up to 250 crores (Rupees Two Hundred Fifty Crores only), or such higher limit as may be prescribed under the Act from time to time, whichever is higher. Details of the proposal are set out in the Explanatory Statement annexed to the Notice of the AGM.
13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, no Company(ies) have ceased to be its subsidiaries, joint ventures or associate Company.
The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) 13.85% 13.85% and Central Depository Services (I) Ltd. (CDSL) 85.41% 85.41% of the total shareholding of the Company was held in dematerialized form as on 31st 31 st March 2026. Shares held in physical form was 0.74% 0.74% of the issued Capital.
15. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/CFO AND KEY MANAGERIAL PERSONNEL:
a) Appointments/Re-appointments/Change in Designation during the year:
During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:
During the year, none of the directors were resigned from the company. However, after the end of Financial year, Mr. D. Balasubramanyam resigned as Director w.e.f. 21.05.2026
c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Director seeking appointment/re-appointments is given as Annexure A to the notice of the AGM forming part of this Annual Report.
Your Board consists of Seven Directors including four Independent (Non- Executive) Directors, Mr. Dileep Kumar Jain (appointed w.e.f. 09.08.2025), Mr. Balasubramanyam Danturi, Mr. Siddharth Goel, and Mr. Sunil Garg were the Independent Director as on 31.03.2026.
With the above changes the Board of Directors will comprise of 7 total number of Directors out of which 4 will be Independent Directors (50%) ( 50% ) thus fulfilling the requirement of the Companies Act, 2013 and SEBI(LODR), 2015. Therefore, the composition of Board of Directors will be in accordance with the requirements of the Act and Regulations.
Board Diversity The Company recognizes and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates.
Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on 31- 03- 2026.
Mr. Ritesh Kumar Sanghi - Managing Director
Mrs. Pritha Sanghi - Whole- Time Director
Mr. Rakesh Agarwal - Chief Financial officer
Ms. Riya Jindal - Company Secretary and Compliance Officer
The remuneration and other details of these Key Managerial Personnel for FY2025- 26 are provided in the Annual Return which is available on the website of the Company.
Mr. Dileep Kumar Jain , Mr. Balasubramanyam Danturti, Mr. Siddharth Goel and Mr. Sunil Garg were the Independent Directors during the Financial Year 2025- 26 and all have given declarations that they continue to meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulations 16(1)(b) of the SEBI (Listing Obligation Disclosure Regulation) Regulations, 2015 (Listing Regulations) and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment is available on the website of the Company www.udayjewellery.com .
In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The Code is applicable to the members of the Board, the executive officers, the members of the management one level below the executive directors, including all functional heads of the Company. The Code is available on the website of the Company www.udayjewellery.com . All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31, 2026.
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.udayjewellery.com .
20. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
During the year, 10 (Ten) Board Meetings were convened and held. The dates on which the said meetings were held are: 14.05.2025, 28.05.2025, 09.08.2025, 29.08.2025, 25.09.2025, 29.10.2025, 14.11.2025, 21.01.2026, 12.02.2026 and 05.03.2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Company conducts familiarization programmes for its Independent Directors to acquaint them with the Companys operations, business model, and the industry in which it operates. Interaction with the Business Heads and other key executives of the Company is also facilitated as part of this process. Detailed presentations covering the Companys important policies are made to the Directors from time to time. The details of the familiarization programme for Independent Directors are available on the Companys website at www.udayjewellery.com .
The Board of your Company, on the recommendation of the Nomination and Remuneration Committee, has laid down the criteria for evaluation of the performance of the Board, its committees, and individual Directors, in accordance with the applicable provisions of the Listing Regulations. Pursuant thereto, an annual performance evaluation process was carried out on the basis of structured evaluation forms incorporating a rating mechanism. The Independent Directors also carried out a review of the performance of the Board as a whole, the Non- Independent Directors, and the Chairman.
The criteria for evaluation of the Board and its Committees, inter alia, include their structure and composition, processes followed, flow of information, and the terms of reference of the respective Committees. The criteria for evaluation of individual Directors, including Executive and Independent Directors, inter alia, include their attendance and contribution at meetings, the time and effort devoted to understanding the Company, its business, and their duties and responsibilities, as well as adherence to the Code of Conduct. The policy on performance evaluation is available on the Companys website at www.udayjewellery.com .
The Independent Directors met separately on 12th February 2026, without the presence of Non- Independent Directors, to review the performance of the Non- Independent Directors and the Board as a whole
24. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR:
Your Company has always considered sound advice from the Board and Senior Management as invaluable assets of the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.
The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director is to determine the qualifications, positive attributes, and independence of a director.
The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and Independence of a Director are placed on the Companys website www.udayjewellery.com .
Pursuant to Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is seeking the approval of Members, by way of Ordinary Resolutions at the ensuing Annual General Meeting, for the appointment of Mr. Tejas Sanghi as Business Development Head, on a remuneration not exceeding Rs.54,00,000 per annum, and Mrs. Sakshi Sanghi as Associate Business Developer, on a remuneration not exceeding Rs.42,00,000 per annum — both being related parties within the meaning of Section 2(76) of the Act. These appointments were approved by the Audit Committee and the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, at their respective meetings held on August 13, 2026.
At present, the Board has constituted four Committees, namely:
Re- constitution of Committees w.e.f. 29th August 2025
Consequent to a change in the composition of Independent Directors, with one new Independent Director inducted onto the Board to meet the requisite regulatory requirements, the constitution of the various Committees of the Board was accordingly re- constituted with effect from 29th August 2025.
With effect from 29 August 2025, the following changes were made in the composition of the Board Committees:
Re- constitution of Committees w.e.f. 28th May 2026
Consequent to a change in the composition of Independent Directors, as one Independent Director has resigned from the Board and one new Independent Director inducted onto the Board to meet the requisite regulatory requirements, the constitution of the various Committees of the Board was accordingly re- constituted with effect from 28th May 2026.
In the reconstitution of committees with effect from 28th 28 th May 2026, the following changes have happened:
1. Mr. Balasubramanyam Danturi, Independent Director, ceased to be a member of the Audit Committee and the Nomination and Remuneration Committee and also ceased to be the Chairperson of the Stakeholders Relationship Committee, consequent to his resignation from the Board with effect from 21st21st May 2026.
2. Mr. Dileep Kumar Jain, Independent Director, was appointed as the Chairperson of the Stakeholders Relationship Committee with effect from 28th28th May, 2026, consequent to the resignation of Mr. Balasubramanyam Danturi.
3. Ms. Srikelha Donthineni, Independent Director, was appointed as a member of the Audit Committee with effect from 28th28th May, 2026
The Committees of the Board convene at regular intervals and possess the requisite domain expertise to address and resolve matters expeditiously. Details of the re- constitution and meetings of the Committees are set out in the Corporate Governance Report annexed as Annexure IV to this Report.
The Management Discussion and Analysis Report, prepared in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides an overview of the Companys affairs, its legal status and corporate autonomy, the business environment in which it operates, its mission and objectives, sectoral and segment- wise operational performance, key strengths, opportunities, and constraints, business strategy, risks and concerns, as well as its human resources and internal control systems. The said Report is annexed as Annexure V for the information of the Members.
Your Company maintains a zero- tolerance approach towards sexual harassment at the workplace and has in place a comprehensive policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder. An Internal Complaints Committee (ICC) has been constituted to address and redress any complaints of sexual harassment, and the policy extends to all employees of the Company. During the financial year 2025- 26, no complaints were received by the Committee in this regard.
| Number of Sexual Harassment Complaints received | Number of Sexual Harassment Complaints disposed off | Number of Sexual Harassment Complaints pending beyond 90 days. |
| 0 | 0 | 0 |
28. MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT 1961: During the year under review, there were no women employees who were on maternity leave or eligible for maternity benefits under the Maternity Benefit Act, 1961. As on the reporting date, the Company does not have any employees availing or eligible for maternity- related benefits. However, the Company remains fully compliant with all applicable provisions of the Act and is committed to supporting women employees through appropriate workplace policies and benefits as and when applicable.
29. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
30. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:
During the year under review, there has been no one- time settlement of loans taken from banks and financial Institutions.
Your Company has taken Credit Rating from ICRA Credit Rating Agency and recent Credit Rating was given as follows:
| Details of Bank Limits Rated by ICRA | Amount (in Crores) | Previous Rating | Present Rating |
| (Rated on Long-Term Scale) | [ICRA] BBB (Stable) | [ICRA] BBB (Stable) | |
| Long Term-Fund Based-Cash Credit | 122.50 | ||
| Long Term-Fund Based-Term Loan | 1.60 | ||
| Long Term-Unallocated | 30.32 | ||
| Total | 154.42 |
There is no change in the rating as compared to previous year. The Previous rating of the Company is [ICRA]BBB(Stable).
32. RISK MANAGEMENT:
The Management has instituted an adequate and effective risk management framework, supported by the requisite manpower, to identify, assess, and mitigate risks that may impact the Companys operations. The Company is exposed to the risk of price fluctuation in respect of raw materials as well as finished goods, and proactively manages this exposure through forward booking and prudent inventory management practices. The Companys focus on quality products, combined with an active and dynamic marketing team, further helps mitigate risks associated with price fluctuations in finished goods.
Through its risk management process, the Company endeavors to contain risks within its defined risk appetite. In the opinion of the Board, there are no risks that threaten the existence of the Company.
Your Company has put in place a sound and comprehensive framework of internal financial controls and compliance systems, commensurate with the size and nature of its operations. Drawing on this framework along with the assessments carried out by the Internal Auditors and Statutory Auditors, inputs from external consultants, and the continuous oversight exercised by the Management and key Board Committees, including the Audit Committee - the Board is satisfied that the internal financial controls in place are adequate and operating effectively. The Company continues to work towards further strengthening these controls, keeping them responsive to the evolving scale and complexity of its business.
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has, based on the recommendation of the Nomination and Remuneration Committee, formulated and adopted a Nomination and Remuneration Policy. The said Policy, inter alia, lays down the criteria and principles for the appointment, cessation, remuneration, and evaluation of the Directors, Key Managerial Personnel, and Senior Management Personnel of the Company. The Nomination and Remuneration Policy are hosted on the Companys website and can be accessed at www.udayjewellery.com .
35. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).
During the year, NONE of the employees are drawing a remuneration above the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 other than those mentioned in Annexure VI (b).
36. RATIO OF REMUNERATION TO EACH DIRECTOR:
Pursuant to Section 197(12) of the Comonies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of remuneration of each Director to the median remuneration of employees of the Company for the Financial Year 2025- 26, along with the other particulars specified under the said Rules, are set out in Annexure VI(A) to this Report.
Your Company considers its workforce to be one of its most valuable assets and remains committed to talent acquisition, retention, and development. The Company continues to implement various initiatives aimed at strengthening employee engagement and supporting professional growth. Emphasis is placed on internal career progression through job rotation and job enlargement, thereby fostering a culture that encourages growth and rewards opportunity within the organisation.
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the Annual report as Annexure VII.
The Board has formulated a Code of Conduct for regulating, monitoring, and reporting of trading in shares by Insiders, in compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The said Code lays down the guidelines, procedures to be followed, and disclosures to be made by Insiders while dealing in the shares of the Company, and cautions them on the consequences of non- compliance. The Code is available on the Companys website at www.udayjewellery.com .
The Auditors, M/s Anant Rao & Malik, Chartered Accountants, Hyderabad, (Firm Regn No.- 006266S) appointed in the Annual General Meeting held on 29th 29 th September 2021 to hold office until the conclusion of the 27th 27 th Annual General Meeting of the Company to be held in the calendar year 2026. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self- explanatory and therefore, do not require further explanation.
The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer of the Auditors that may call for any explanation from the Directors. The declaration for unmodified Auditors Report in accordance with Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 as amended by SEBI vide notification no. SEBI/ LAD- NRO/GN/2016- 17/001 dated 25.05.2016 has been submitted to the Stock Exchanges.
Subsequently, the Board of Directors at its meeting held on 13.08.2026 accorded to Appoint M/s. Venugopal & Chenoy, Chartered Accountants, as a Statutory Auditors of the Company for a term of five (5) consecutive years and subject to the approval of Members in the ensuing 27th 27 th Annual General Meeting (AGM) which is to be held on 28th 28 th September 2026 to hold office until the conclusion of the 32nd 32 nd Annual General Meeting (AGM).
In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, CS. Arpita Dhar, Practicing Company Secretary, Shillong (CP No.: 24137) has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report.
Annual Secretarial Compliance Report: The Annual Secretarial Compliance report for the FY 2025- 26 as per Regulation 24A of Listing Regulations as amended, issued by CS. Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad (COP No. 3479), is enclosed as Annexure- II to this report and placed on the website of the Stock Exchange.
The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm Registration No- 001461S) as its Internal Auditors. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Subsequently, the Board of Directors at its meeting held on 28.05.2026, appointed M/s. Aheer & Associates, Chartered Accountant, Hyderabad as its Internal Auditors of the Company for the Financial Year 2026- 27.
Your Company is not required to maintain cost records as specified under Section 148 of the Act and is not required to appoint Cost Auditors.
In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
The Whistle Blower Policy aims to encourage directors, employees and other stakeholders to report any instances of unethical or improper activity, actual or suspected fraud or violation of the Code of Conduct without fear of retaliation. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The policy may be accessed on the Companys website at www.udayjewellery.com .
During the year under review, your Company has not received any complaints under the vigil mechanism
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.
The following material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year (31st March 2026) and the date of this Report:
The Company has allotted 4,50,000 equity shares on 1st May 2026, on a preferential basis, pursuant to conversion of convertible warrants outstanding as on 31st March 2026.
The Company has made an application dated 8th July 2026 for listing of its equity shares on the National Stock Exchange of India Limited (NSE).
In line with the requirements of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website www.udayjewellery.com
The related party transactions during the year are in accordance with the approval of shareholders in Annual General Meeting held on 29th 29 th September, 2025.
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of Companies Act, 2013 is disclosed in Form AOC- 2 as Annexure- III to this report.
Your Company has consistently upheld the principles of good corporate governance and continues to place significant emphasis on transparency, accountability, and integrity in all its operations.
A certificate from the Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure IV A to this Report
The Managing Director and the Chief Financial Officer of the Company have furnished the requisite certification to the Board on the financial statements and other matters, in terms of Regulation 17(8) of the SEBI (LODR) Regulations, 2015, pertaining to CEO/CFO certification for the financial year ended 31st March 2026.
The Report on Corporate Governance, as stipulated under the Listing Regulations is annexed as Annexure- IV to this Report.
46. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company, as its business activities do not fall within the classes of industries specified under the said Rules. Nevertheless, the Company remains committed to conserving energy in the most efficient and effective manner possible.
The Company has not carried out any research and development activities. Hence, the information relating to technology absorption is NIL.
During the year under review, the Companys actual Foreign Exchange Earnings stood at Rs. 59,66,23,000, while the Foreign Exchange Outgo amounted to Rs.9,56,849/-
In terms of the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has continued to comply with the applicable CSR criteria for the fourth consecutive year.
An annual report on CSR activities, containing a brief outline of the Companys CSR Policy along with the initiatives undertaken during the year, is annexed as Annexure VIII to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Further details regarding the composition of the CSR Committee and its terms of reference are provided in the Corporate Governance Report forming part of this Annual Report. The CSR Policy of the Company is available on its website at www.udayjewellery.com .
Your Company recognises its responsibility towards environmental sustainability and continues to conduct its operations in an environmentally conscious manner, striving to minimise its environmental footprint through efficient use of resources and adoption of sustainable practices wherever feasible.
Your Company regards its workforce as one of its most valuable assets and remains committed to talent acquisition, retention, and development. Various initiatives aimed at enhancing employee engagement and professional growth are continually implemented. The Company places strong emphasis on internal career progression through job rotation and job enlargement, thereby fostering a culture that promotes growth and rewards opportunity within the organisation. Industrial relations during the year under review remained cordial and harmonious.
Your Directors wish to inform the Members that the Audited Financial Statements for the financial year ended 31st March 2026 are in full conformity with the requirements of the Companies Act, 2013, and present fairly the form and substance of the transactions carried out during the year, and reasonably reflect the Companys financial condition and results of operations. These Financial Statements have been audited by M/s. Anant Rao & Malik, Chartered Accountants, Statutory Auditors of the Company.
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:
(a) in the preparation of the Annual Accounts for the financial year ended 31st March 2026, the applicable Accounting Standards have been followed, along with proper explanations relating to material departures, if any;
(b) the Directors have 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 as at 31st March 2026, and of the profit of the Company for the year ended on that date
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and were operating effectively during the year under review; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).
Your Companys equity shares are listed and traded on BSE limited. The Company has duly complied with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the amendments therein. The Company has made an Application for listing at NSE also and the same is under process with the Exchange.
During the year under review, the Honble National Company Law Tribunal, Hyderabad Bench, vide its Order dated 21st January 2026, sanctioned the Scheme of Amalgamation of Narbada Gems and Jewellery Limited (Transferor Company) with Uday Jewellery Industries Limited (Transferee Company/the Company), which became effective on 19th February 2026, with an appointed date of 1st April 2024. Save as aforesaid, there are no other significant and material orders passed by any Regulator, Court, or Tribunal during the year under review that impact the going concern status of the Company or its operations in future.
Uday Jewellery Industries Limited (UJIL) remains committed to integrating sustainability, ethical business practices and responsible governance principles across its operations. The Company recognises that Environmental, Social and Governance (ESG) considerations are integral to sustainable growth, stakeholder confidence and long- term value creation. Accordingly, the Company continues to strengthen practices that promote responsible resource utilisation, employee welfare, ethical sourcing, community development, transparency and accountability.
The Company continues to adopt environmentally responsible practices across its manufacturing and business operations, with an emphasis on efficient utilisation of natural resources and reduction of environmental impact. Particular attention is given to responsible sourcing of raw materials, including conflict- free and ethically sourced gemstones, consistent with applicable industry standards and regulatory requirements.
The Company endeavours to minimise waste generation through efficient manufacturing processes, segregation and responsible disposal of waste, and optimum utilisation of precious metals and other raw materials. Wherever commercially and operationally feasible, the Company encourages recycling and reuse of materials. Measures are also undertaken to improve energy efficiency, optimise consumption of electricity and other resources, and promote environmentally conscious practices across its facilities.
The Company remains cognizant of the importance of responsible water and resource management and continues to evaluate opportunities for improving operational efficiency and reducing its environmental footprint. These initiatives are intended to support the Companys transition towards more sustainable and resource- efficient operations.
UJIL places strong emphasis on the well- being, health, safety, development and professional growth of its employees. The Company seeks to maintain a safe, respectful and inclusive workplace and provides opportunities for employees to enhance their knowledge and capabilities through appropriate training and development programmes.
The Company is committed to fostering a culture of equal opportunity, diversity, dignity and respect, without discrimination. Employee engagement, skill development and workplace safety remain important areas of focus. The Company also endeavours to maintain appropriate mechanisms for addressing employee concerns and promoting a positive working environment.
As part of its commitment towards broader social development, the Company undertakes CSR and community- oriented initiatives, wherever applicable, with focus on areas such as education, healthcare, livelihood development, community welfare and empowerment. The Company seeks to ensure that its social initiatives contribute meaningfully to the communities in and around the areas where it operates.
The Company is committed to maintaining high standards of corporate governance, ethical conduct, transparency and accountability. The Board of Directors provides strategic direction and effective oversight of the Companys operations, with due consideration to stakeholder interests, regulatory requirements and sustainable business practices.
The Company maintains appropriate policies and systems relating to the Code of Conduct, whistleblower mechanism, prevention of insider trading, related party transactions and other applicable governance requirements. These mechanisms are reviewed and monitored periodically to promote ethical conduct, transparency and responsible decision- making.
The Company also places emphasis on compliance with applicable laws, rules and regulations and strives to maintain robust internal processes for identifying, monitoring and mitigating business and compliance risks. Through these measures, UJIL seeks to strengthen stakeholder trust, uphold ethical standards and create sustainable long- term value for shareholders, employees, customers, business partners and other stakeholders.
Overall, the Company continues to view ESG as an evolving area and remains committed to progressively strengthening its sustainability practices, enhancing responsible sourcing, improving resource efficiency, supporting its people and communities, and reinforcing sound governance standards in line with its business growth and stakeholder expectations.
Your Company continues to align its operations with environmentally sustainable practices as part of its broader commitment to responsible business conduct. Towards this end, the Company has been progressively adopting green initiatives, including the use of digital modes of communication in place of paper- based processes wherever feasible, energy- efficient practices across its manufacturing facilities, and responsible waste management to minimise its environmental footprint.
In line with the Ministry of Corporate Affairs Green Initiative, the Company encourages its members to register their email addresses and update the same with their Depository Participants/the Companys Registrar and Share Transfer Agent, to enable the Company to send Annual Reports, Notices, and other communications in electronic form, thereby contributing to environmental conservation and reducing paper consumption.
Your directors would like to place on record their sincere appreciation for the co- operation and support extended by the Central Government, State Government(s), Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Registrar of Companies, and other regulatory and statutory authorities during the year under review.
Your directors also express their gratitude to the Companys bankers, financial institutions, customers, vendors, and other business associates for their continued trust and support.
Your directors place on records their deep appreciation for the commitment, dedication, and hard work of the employees at all levels, which has been instrumental in the Companys growth and performance during the year.
Finally, your directors wish to thank the shareholders of the Company for the confidence and trust reposed by them in the management, and look forward to their continued support in the Companys future endeavors.
| Date: 13.08.2026 | Sd/- | Sd/- |
| Place: Hyderabad | (Sanjay Kumar Sanghi) | (Ritesh Kumar Sanghi) |
| Managing Director-Corporate Affairs | Joint Managing Director | |
| DIN: 00629693 | DIN: 00628033 |
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