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Pushpa Jewellers Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 257.97 Cr. P/BV 4.06 Book Value (Rs.) 26.22
52 Week High/Low (Rs.) 149/91 FV/ML 10/1000 P/E(X) 11.58
Bookclosure EPS (Rs.) 9.20 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their 16th Annual Report on the business and operations of the
Company together with Audited Financial Statements of your Company for the Financial Year ended 31st
March, 2025.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2025 is as follows:

(^ in Lakhs)

Particulars

2024-25

2023-24

Total Income

28127.08

25548.93

Total Expenses

25146.83

23733.18

Profit/(Loss) Before Tax

2980.25

1815.75

Total Tax Expenses

751.62

490.07

Net Profit/(Loss) after Tax

2228.63

1325.68

Basic Earnings Per Shares (In Rs.)

11.82

7.03

Diluted Earnings Per Shares (In Rs.)

11.82

7.03

OVERVIEW OF FINANCIAL PERFORMANCE

For the financial year ended on March 31, 2025, the Company recorded a total income of ^ 28,127.08
Lakhs, as compared to ^ 25,548.93 Lakhs in the previous financial year, reflecting a growth of 10.09%.
The Net Profit for the year under review stood at ^ 2,980.25 Lakhs, marking an increase of 64.13%
over the Net Profit of ^ 1,815.75 Lakhs reported in the previous financial year.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under review.
DIVIDEND

Your Board does not recommend any Dividend on Equity Shares for the Financial Year under review.
TRANSFER TO RESERVE

The Board has decided to retain the entire profit for the year under review in the Statement of Profit &
Loss, and no amount has been transferred to any reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

During the year under review, there were no amounts of unclaimed or unpaid dividend required to be
transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the
Central Government. Accordingly, no such transfer was made during the financial year.

SHARE CAPITAL

During the financial year under review, the authorized share capital of the Company was increased from
^60,00,000 to ^25,00,00,000. The issued, subscribed and paid-up share capital of the Company increased
from ^23,27,520 to ^18,85,29,120 pursuant to issue of equity shares on bonus issue in accordance with the
applicable provisions of the Companies Act, 2013 and rules made thereunder.

The details of the changes in the share capital are as follows:

• As on 29.06.2024 the Company issued 1,86,20,160 equity shares of ^10 each at per share, aggregating
to ^18,62,01,600 pursuant to Bonus issue in the ratio of 80 equity shares for every 1 existing equity
share.

As on 31st March, 2025 your Company's Paid-Up Capital stands at 18852912 Equity Shares of ^10/- each
and Authorized Capital stands at 2,50,00,000 Equity Shares of ^10/- each.

Further, it is hereby declared that the Company has:

a. not issued equity shares with differential rights as to dividend, voting or otherwise;

b. not issued any sweat equity shares;

c. not issued employee stock option scheme/plan or exercised any option(s)there under; and

d. not provided money for purchase of its own shares by employees or by trustees for the benefit of
employees.

Between the end of the financial year of the Company to which financial statements relates and the date of
the report, the Company raised ^7893.90 lakhs by issuing 53,70,000 fresh Equity Shares at an issue price of
^147 per share, which included a premium of ^ 137 per share through SME IPO. The issued, subscribed and
paid-up share capital of the Company increased from ^18,85,29,120 to ^24,22,29,120 pursuant to fresh
issue of equity shares through SME IPO in accordance with the applicable provisions of the Companies Act,
2013 and rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015, the Management
Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance as stipulated under Regulation 17 to 27 and Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the
Company. Accordingly, the Corporate Governance Report does not form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company. The Company
has constituted a CSR Policy and is committed to undertaking CSR activities in accordance with Schedule
VII of the Companies Act, 2013.

For the financial year 2024-2025, the Company was required to spend an amount of Rs.25.87 lakhs
towards CSR. During the year, the Company has spent Rs.8.00 lakhs towards approved CSR activities under
Schedule VII. In addition, the Company has spent Rs.6.50 lakhs, being the unspent CSR amount pertaining
to the previous financial year.

The balance unspent amount of Rs.17.87 lakhs, which does not relate to any ongoing project, could not
be spent during the year due to the time taken in identification and finalization of suitable projects and
implementation partners. The Company is committed to spending this unspent amount within 6 months
from the end of this financial year in compliance with Section 135 of the Companies Act, 2013.

The details of CSR initiatives undertaken by the Company during the year, along with reasons for the
shortfall in CSR spending, are provided in
Annexure-3 to this report in the prescribed format under the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS. IF ANY IN THE FINANCIAL STATEMENTS

During the financial year 2024-25, the Company has been converted from a Private Limited Company to
a Public Limited Company pursuant to approval of the members and Registrar of Companies 29.07.2024.
The name of the Company has accordingly been changed from "Pushpa Jewellers Private Limited" to
"Pushpa Jewellers Limited". The conversion does not have any adverse impact on the financial position
of the Company; however, it entails compliance with applicable provisions for public companies under
the Companies Act, 2013.

Subsequently, between the end of the financial year of the Company to which financial statements
relates and the date of the report to the close of the financial year, the Company successfully launched
its Initial Public Offer (IPO), of ^9865.17 lakhs. The offer comprised a fresh issue of ^7893.90 lakhs and an
offer for sale of ^1971.27 lakhs. Following the successful SME IPO, the Company's equity shares were
listed on the National Stock Exchange of India Limited (NSE) SME Emerge Platform on July 7, 2025. This
move is expected to impact the capital structure and financial strategy of the Company in the near term.

Apart from this, there have been no other material changes or commitments affecting the financial
position of the Company between the end of the financial year and the date of this report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the
Companies Act, 2013 to identify, evaluate, and mitigate various business risks. This policy ensures a
structured and disciplined approach towards managing risks that could affect the Company's operations,
performance, or reputation.

The Board of Directors oversees the implementation of this policy and periodically reviews the risk
management framework. The key risks identified by the Company relate to market fluctuations, credit
exposure, operational efficiency, compliance with regulatory requirements, and technology
advancements. Adequate measures are in place to mitigate these risks and minimize their impact on the
business operations.

The Risk Management Policy is available on the Company's website at https://pushpajeweNer.com/codes-
and-policies/

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for directors and employees
to report genuine concerns and unethical behaviour. This mechanism provides adequate safeguards
against victimization of persons using the mechanism and also provides direct access to the
Chairperson of the Audit Committee in exceptional cases.

The Vigil Mechanism Policy is available on the Company's website at:
https://pushpajeweNer.com/codes-and-policies/

PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. The Company has constituted an Internal Complaints Committee for the redressal of
complaints on sexual harassment. During the year, the Company had not received any complaint on sexual
harassment and no complaint was pending as on March 31, 2025.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are disclosed:

• Number of complaints of sexual harassment received during the year: 0

• Number of complaints disposed of during the year: 0

• Number of complaints pending for more than 90 days: 0

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe
working environment for all employees.

MATERNITY BENEFITS AND EMPLOYEE WELFARE

The Company provides equal opportunities and a safe working environment for all employees. The
Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and offers
maternity leave and related benefits to its women employees in line with statutory requirements. During
the financial year under review, two women employees availed maternity benefits.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (31 OF 2016
) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the Financial Year 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There is no significant material orders passed by the Regulators/Courts/Tribunals which would impact
the going concern status of the Company and its future operations.

ANNUAL RETURN

Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company for Financial Year 2024-25 in Form MGT-7 is available on the Company's
Website at https://pushpajeweNer.com/annual-retum/

INITIAL PUBLIC OFFER AND LISTING

Between the end of the financial year of the Company to which financial statements relates and the date
of the report, your Directors have pleasure to inform that the Company successfully launched its Initial
Public Offer (IPO), of ^9865.17 lakhs. The offer comprised a fresh issue of ^7893.90 lakhs and an offer for
sale of ^1971.27 lakhs.

The issue opened on June 30, 2025, and closed on July 02, 2025. Through the fresh issue, the
Company raised ^7893.90 lakhs by issuing 53,70,000 Equity Shares at an issue price of ^147 per share,
which included a premium of ^ 137 per share. Following the successful SME IPO, the Company's
equity shares were listed on the National Stock Exchange of India Limited (NSE) SME Emerge Platform
on July 7, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis, in compliance with
the provisions of Section 188 of the Companies Act, 2013 and applicable rules.

The Company had not entered into any contract / arrangement / transaction with related parties,
which could be considered as material in accordance with the Company's Policy on Materiality of and
Dealing with Related Party Transactions. Hence, Form AOC-2 containing particulars of such contracts or
arrangements is not applicable for the year under review. However, your attention is drawn to the
Related Party Disclosure in Note No. 30 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars if any of loans, guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in Notes to the Financial Statements of the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company has not entered into any one-time settlement
(OTS) with any Bank or Financial Institution. Accordingly, the requirement to provide details of the
difference in valuation and the reasons thereof does not arise.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
Independence as provided therein.

MEETINGS

During the Financial Year 2024-25, the Board convened 22 (twenty-two) meetings. The interval
between any two consecutive meetings was within the statutory limit of one hundred and twenty days,
as prescribed under the Companies Act, 2013 and the Secretarial Standards.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the following changes took place in the composition of the Board of
Directors:

During the Year, Mr. Madhur Tibrewal, (DIN: 02269488) has been designated as Whole-Time Director
& CFO; Mr. Anupam Tibrewal, (DIN: 02269542) has been designated as Managing Director; Mr. Mridul
Tibrewal, Whole-Time Director & CEO (DIN: 03311402) has been designated as Whole-Time Director,
CEO with effect from 28.06.2024.

Mr. Chandan Ambaly, Mr. Pranay Agarwal and Ms. Gargi Singh were appointed as Independent and
Non-executive Directors in the Board with effect from 30.07.2024.

During the year, Mr. Abhishek Kumar Mishra was appointed as Company Secretary of the Company
w.e.f 13.09.2024 and resigned from the Company w.e.f 08.03.2025. However, Mrs. Smita Mondal was
appointed as Company Secretary of the Company w.e.f 01.04.2025.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Madhur Tibrewal retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers himself for reappointment.

There were no other changes in the composition of the Board of Directors during the year under review.

Subsequently, between the end of the financial year of the Company to which financial statements
relates and the date of the report to the close of the financial year on the recommendation of the
Nomination and Remuneration Committee, the Board appointed Mrs. Shaista Afreen (DIN: 100118954)
as an Additional Independent Director with effect from 29th August, 2025. She shall hold office up to the
conclusion of the ensuing Annual General Meeting, at which the approval of the members is being
sought for her appointment as an Independent Director of the Company for a term of five consecutive
years.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as
Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained
from all the Directors in this regard.

Below Table mentions the List of Director's and Key Managerial Personnel as on the date of this report:-

Sl No.

Name of the Director and KMP

Designation

1

Mr. Madhur Tibrewal

Whole-Time Director & CFO

2

Mr. Anupam Tibrewal

Managing Director

3

Mr. Mridul Tibrewal

Whole-Time Director & CEO

4

Mr. Chandan Ambaly

Independent and Non-executive Director

5

Mr. Pranay Agarwal

Independent and Non-executive Director

6

Ms. Gargi Singh

Independent and Non-executive Director

7

Mrs. Smita Mondal*

Company Secretary

8

Mrs. Shaista Afreen**

Independent and Non-executive Director

* Mrs. Smita Mondal has been appointed w.e.f 01.04.2025
** Mrs. Shaista Afreen has been appointed w.e.f 29.08.2025

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has devised appropriate systems and framework for adequate internal financial controls
with reference to financial statements commensurate with the size, scale and complexity of its operations
including proper delegation of authority, policies and procedures, effective IT systems aligned to business
requirements, risk based internal audit framework and risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective
and aligned with the business requirements. In case weaknesses are identified as a result of the reviews,
new procedures are put in place to strengthen controls. Further, the Board annually reviews the
effectiveness of the Company's internal control system. The Directors and Management confirm that the
Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed with the Auditors' Report.

DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014
during the year.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of
the Board of Directors' and 'General Meeting', respectively, have been duly followed by the
Company.

AUDITORS AND AUDITORS REPORT
STATUTORY AUDITOR

M/s. Agrawal Uma Shankar and Co., Chartered Accountants, Kolkata (FRN: ICAI - 326700E), were
appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual
General Meeting (AGM) to be held in 2025. The Board places on record its appreciation for their
professional services rendered during their tenure.

In accordance with the provisions of the Companies Act, 2013, the Board of Directors, based on the
recommendation of the Audit Committee, proposes the appointment of M/s. S K Agrawal and Co.
Chartered Accountants LLP, Chartered Accountants (Firm Registration Number: 306033E), as the Statutory
Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be
held in the year 2030, subject to the approval of shareholders.

The Notes on Financial Statement referred to in the Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report does not contain any qualification, reservation or
adverse remark.

INTERNAL AUDITOR:

The Board, at its Meeting held on 13th September, 2024, has appointed Mr. Sanjay Agarwal,
Chartered Accountant (Membership No. 56825) for conducting Internal Audit of the Company for
Financial Year 2024-25. The Company's Internal Audit system has been continuously monitored and
updated to ensure that assets are safeguarded, established regulations are complied with and
pending issues are addressed promptly.

Subsequently, between the end of the financial year of the Company to which financial statements relates
and the date of the report to the close of the financial year, the Board has further appointed M/s. Rahul
Srivastava & Co., Practicing Company Secretary (Membership No. F11828, C.P No. 23592) as the Internal
Auditor for the financial year 2025-26.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. MR & Associates,
Practicing Company Secretaries (Membership No. F4515, C.P No. 2551) to conduct the Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 is annexed to this
Report as
Annexure-1.

The Report confirms that the Company has generally complied with the applicable provisions of the
Companies Act, 2013, Rules made thereunder, and the relevant provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, wherever applicable. There are no qualifications,
reservations, or adverse remarks in the report.

Subsequently, between the end of the financial year of the Company to which financial statements
relates and the date of the report to the close of the financial year, the Board has further re-appointed
M/s. MR & Associates, Practicing Company Secretaries (Membership No. F4515, C.P No. 2551) as the
Secretarial Auditor for the financial year 2025-26.

FRAUD REPORTING:

The Statutory Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the
time being in force).

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is
provided separately and forms part of this report. The same is annexed as
Annexure-2.

PERFORMANCE EVALUATION OF THE DIRECTORS

In compliance with the Companies Act, 2013, and the Listing Regulations, the Board has carried out
the Annual Performance Evaluation of the Directors individually as well as evaluation of the working
of the Board and the Committees of the Board, by way of individual and collective feedback from the
Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Director:

- Performance as Team Leader / Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by
Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the
insiders while dealing with shares of the Company and cautioning them on consequences of non¬
compliances. The copy of the same is available on the website of the Company at
https://pushpajeweNer.com/codes-and-policies/

HUMAN RESOURCE AND INDUSTRIAL RELATION

The Company always believes that its growth is closely linked with the growth and overall development
of its employees. The Company is committed to upgrade the skill of its employees and to create an
environment where excellence is recognized and rewarded. The target is to place right people at right
position and to enhance the efficiency, working speed, competency and time management skill of its
employees.

As a company, we are sensitive to the needs of the employees and ensure that best practices are
adopted in the organization and conducive environment is created for growth of the employees.
Employee career growth is the focus area of HR policy that aims to balance personal and professional
growth.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Audit Committee:

The Company has constituted an Audit Committee in compliance with the provisions of Section 177 of
the Companies Act, 2013. The composition of the Audit Committee as on 14.08.2024 is as follows:

Name of Members

Designation

Position in Committee

Mr. Chandan Ambaly

Non- Executive and Independent Director

Chairman

Mr. Pranay Agarwal

Non- Executive and Independent Director

Member

Mr. Madhur Tibrewal

Executive Director

Member

The terms of reference of the Audit Committee are in line with the provisions of the Companies Act,2013.
All recommendations made by the Audit Committee during the year were accepted by the Board.

The Audit Committee held Two meetings during the financial year under review.

NOMINATION AND REMUNERATION COMMITTEE

The committee's composition, terms of reference, role, powers, rights, authority and obligations of
the Nomination and Remuneration Committee are in conformity with Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 (including any statutory modification(s)
or re-enactment or amendments thereof).

The main purpose of the Committee is to review and discharge the Board's responsibilities related to
the appointment and remuneration of the Managing Director, Key Managerial Personnel, and Senior
Management Personnels. The Committee has the overall responsibility for formulation of criteria for
evaluation of Independent Directors, identifying persons who are qualified to become Directors and
appointment of Senior Management Personnel. The Committee also supports the Board and
Independent Directors in evaluating the performance of the Board, its Committees and individual
Directors.

The composition of the Nomination and Remuneration Committee as on 14.08.2024 is as follows:

Name of Members

Designation

Position in Committee

Mr. Pranay Agarwal

Non- Executive and Independent Director

Chairman

Mr. Chandan Ambaly

Non- Executive and Independent Director

Member

Ms. Gargi Singh

Non- Executive and Independent Director

Member

The Nomination and Remuneration Committee held One meeting during the financial year under review.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER SUB-SECTION (
3) OF SECTION 178

The Company has constituted its Nomination and Remuneration Committee of the Board and has
adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key
Managerial Personnel and other Senior Executives of the Company along with other related matters,
which has been formulated

in terms of the requirement of the Companies Act, 2013 and the Listing Regulations. The Policy is
available on the Company's website at https://pushpajeweNer.com/codes-and-policies/.

STAKEHOLDER RELATIONSHIP COMMITTEE

The committee's composition, terms of reference, role, powers, rights, authority and obligations of
the Stakeholders Relationship Committee are in conformity with the provisions of Section 178(5) of
the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015 (including any statutory
modification(s) or re-enactment or amendments thereof).

The composition of the Stakeholder Relationship Committee as on 14.08.2024 is as follows:

Name of Members

Designation

Position in Committee

Ms. Gargi Singh

Non- Executive and Independent Director

Chairman

Mr. Pranay Agarwal

Non- Executive and Independent Director

Member

Mr. Anupam Tibrewal

Executive Director

Member

The role of the Committee is to consider and resolve the grievances of the security holders of the
Company, including complaints relating to transfer and transmission of securities, non-receipt of
dividends, and such other grievances as may be raised by the security holders from time to time.

The Stakeholder Relationship Committee did not meet during the financial year under review.

IPO COMMITTEE

The Board of Directors, in its meeting held on 14.08.2024, constituted an IPO Committee comprising
the following members to oversee and manage all matters pertaining to the Initial Public Offering
(IPO) of the Company:

Name of Members

Designation

Position in Committee

Mr. Anupam Tibrewal

Managing Director

Chairman

Mr. Madhur Tibrewal

Whole Time Director cum CFO

Member

Mr. Mridul Tibrewal

Whole Time Director cum CEO

Member

The terms of reference of the IPO Committee included, inter alia:

• To oversee and facilitate all activities related to the IPO process;

• To appoint and liaise with intermediaries including Merchant Bankers, Legal Advisors, Registrars,and
other agencies;

• To approve and finalize draft and final prospectus and related filings with SEBI, Stock Exchanges, and
other authorities;

• To take necessary actions for the successful completion of the IPO.

The IPO Committee held One meeting during the financial year under review and successfully completed
all activities relating to the IPO of the Company.

Subsequently, between the end of the financial year of the Company to which financial statements
relates and the date of the report to the close of the financial year, the IPO process has been successfully
completed and no further actions remain pending, the Board, at its meeting held on 29.08.2025, has
dissolved the IPO Committee with immediate effect.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO

a) CONSERVATION OF ENERGY

Prevention / minimization - i.e., Preventing Wastage / minimization of energy usage by
achieving lower values of energy consumption.

b) TECHNOLOGY ABSORPTION

The Company has not carried out any specific research and development activities. Accordingly,
the information related to technology absorption, adoption and innovation is reported to be NIL.

c) FOREIGN EXCHANGE EARNING AND OUTGO AS ON 31-03-2025

(Amount in I akhs)

DETAILS

FY 2024-25

FY 2023-24

Foreign Exchange earned in terms of actual inflows

618.53

433.48

Foreign Exchange outgo in terms of actual outflows

20.82

19.50

HUMAN RESOURCES

Your Company put great emphasis on optimizing people performance through various people-
oriented processes starting from recruitment, training, performance management and talent
building. Your Company have always been able to attract and retain best talent in the market and the
same can be felt in the past growth of the company.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the maintenance of cost records is not applicable to the Company for the financial
year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 with respect to Director's Responsibility
Statement, it is hereby confirmed that —

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the profit and loss of the company for
that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting
records inaccordance 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 had prepared the annual accounts on a going concern basis; and

e- 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.

f. the directors had laid down internal financial controls and such internal financial controls are
adequate and were operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers,
Business Associates, Shareholders and the Customers of the Company for their continued support to the
Company. The Directors express their deep sense of appreciation towards all the employees and staffs of
the Company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board of Directors
PUSHPA JEWELLERS LIMITED

Place: Kolkata ANUPAM TIBREWAL MRIDUL TIBREWAL

Date: 29-08-2025 MANAGING DIRECTOR WHOLE TIME DIRECTOR AND CEO

DIN:02269542 DIN: 03311402


 
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