Annual Report 2025-26

Date: August 21, 2026 The Manager BSE SME Platform Department of Corporate Services 25th Floor, P.J. Towers, Dalal Street Fort, Mumbai - 400 001 REF: Company Code BSE Code: 544400 (MANOJ JEWELLERS LIMITED) Subject: Intimation regarding Notice of Annual General Meeting ("AGM") Dear Sir/ Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended, please find enclosed herewith a copy of the Notice convening the Annual General Meeting (AGM) of the Company scheduled to be held on Saturday, 12th September, 2026 at Registered office of the Company situated at NO 59, NSC BOSE ROAD SOWCARPET, Chennai, CHENNAI, Tamil Nadu, India, 600079 at 03:00 P.M. The aforesaid AGM Notice is also available on website of the Company at www.manojjewellerslimited.com, and website of stock Exchange i.e. BSE Limited at www.bseindia.com The remote e-voting shall commence on Wednesday, 09th September, 2026 at 09:00 a.m. (IST) and shall end on Friday, 11th September, 2026 at 05:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date i.e. Friday 04th September, 2026 may cast their vote electronically. Kindly take the above information on your records. Yours faithfully, For MANOJ JEWELLERS LIMITED NAME: MANOJ KUMAR DESIGNATION: MANAGING DIRECTOR DIN - 01730747 CONTENT OF THE REPORT Particulars Page No. Corporate Information 2 Managing Director’s Message to Shareholders 3 Notice of the Annual General Meeting 5 Boards’ Report 31 Annexure to the report of the Board of directors - Annexure – I - Board Report (Form AOC–2) 45 Annexure – II - Board Report (Form MR - 3) 46 Annexure – III- Management Discussion & Analysis Report 50 Annexure – IV - Details of remuneration as per Section 197(12) 54 Annexure – V - CSR Disclosure 56 Independent Auditor’s Report 60 Financial Statement 70 CORPORATE INFORMATION Board of Directors Statutory Auditors Manoj Kumar M/s Mardia & Associates, Chartered Managing Director & Chairman Accountants, Firm Registration No. 007888S Raj Kumari Secretarial Auditors Whole - Time Director M/s. Dilip Swarnkar & Associates, Company Sunil Shantilal Secretary Executive Director Internal Auditor Suganchand Ramesh Kumar Non-Executive Independent Director M/s. Arham Professional Service, Consultancy (Re-appointed w.e.f. 18 February, 2026) Firm Prasanchand Daga Prathik Registered Office Non-Executive Independent Director (Re-appointed w.e.f. 18 February, 2026) NO 59, NSC Bose Road, Sowcarpet, Chennai, Tamilnadu - 600079 Ranjith Kumar Sharup Non-Executive Independent Director Registrar & Share Transfer Agent Key Managerial Personnel Skyline Financial Services Private Ltd- Mayank Girishbhai Garach D-153A, 1st Floor Okhla Industrial Area, Phase- Chief Financial Officer I, New Delhi -110 020, India. (Upto 4th June, 2026) Contact Us Sunil Shantilal Chief Financial Officer Investors Email-Id: (Appointed w.e.f. 24th June, 2026) investor@manojjewellerslimited.com Vaneeta Khanna Website: Company Secretary & Compliance Officer www.manojjewellerslimited.com Corporate Identification No: L52393TN2007PLC064834 MANAGING DIRECTOR MESSAGE TO SHAREHOLDERS Dear Stakeholders, On behalf of the Board of Directors, I am pleased to present to you the Annual Report for the Financial Year ended March 31, 2026 (“F.Y. 2025-26”). It’s a moment of immense pleasure for us as we connect this year on the occasion of 19th Annual General Meeting of Manoj Jewellers Limited. It is with pride that I pen this statement. I hope this letter finds you in good health. We believe in creating value by taking constant efforts towards building capabilities and developing our competitive edge over peers with the help of bringing in diversity and transparency in doing business and would continue to do so in order to become a stronger entity than we were yesterday. I would like to take this opportunity to thank our employees for sticking through despite the difficult times. Our focus has been to go an extra mile in taking good care of the health of our employees along with the financial health of the Company. Most importantly, I would like to thank you, our Shareholders, Bankers and other Stakeholders for your overwhelming trust and confidence that helped and motivated us to pursue an agenda that is in the long- term interest of the Company and hope that this mutual relationship will continue to prosper in long run also. With Warm Regards, For Manoj Jewellers Limited Sd/- Manoj Kumar Chairman and Managing Director DIN: 01730747 19TH ANNUAL GENERAL MEETING Date: Saturday,12th September, 2026 Time: 03.00 PM Venue: No. 59, NSC Bose Road Sowcarpet, Chennai, Chennai, Tamil Nadu, India, 600079 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 19TH ANNUAL GENERAL MEETING OF THE MEMBERS OF MANOJ JEWELLERS LIMITED (“COMPANY”) WILL BE HELD ON SATURDAY, SEPTEMBER 12, 2026 AT 03.00 P.M. AT NO. 59, NSC BOSE ROAD SOWCARPET, CHENNAI, CHENNAI, TAMIL NADU, INDIA, 600079 TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. ADOPTION OF AUDITED STANDALONE FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. 2. APPOINTMENT OF MR. SUNIL SHANTILAL (DIN: 01730790) AS EXECUTIVE DIRECTOR, LIABLE TO RETIRE BY ROTATION: To appoint a Director in place of Mr. Sunil Shantilal (DIN 01730790) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Shantilal (DIN: 01730790) who retires by rotation and being eligible offers himself for reappointment, be and is hereby re-appointed as an Executive Director of the Company.” SPECIAL BUSINESS: 3. INCREASING IN REMUNERATION OF DIRECTORS EXCEEDING THE OVERALL MANAGERIAL REMUNERATION LIMIT AS PER THE PROVISIONS OF SECTION 197 OF THE COMPANIES ACT, 2013: To consider and, if thought fit, to pass with or without modification(s), following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197(1), the first proviso thereto, Section 198 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules made thereunder (including any statutory modification(s), amendment(s), re-enactment(s) or substitution thereof for the time being in force), and subject to such other approvals, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded for payment of aggregate managerial remuneration to the Directors of the Company, including the Managing Director, Whole-time Director(s), Executive Director(s) and commission, if any, payable to Non-Executive/Independent Directors in accordance with the provisions of the Act, for financial year 2026-27 in excess of eleven per cent (11%) but not exceeding twenty per cent (20%) of the net profits of the Company computed in accordance with the provisions of Section 198 of the Act, for each financial year during the period of applicability of this approval. RESOLVED FURTHER THAT pursuant to the provisions of Section 197(1) read with Section 198 and other applicable provisions of the Act, consent of the Members be and is hereby accorded for payment of remuneration for financial year 2026-27 to the payment of remuneration to Mr. Manoj Kumar, Managing Director and Ms. Raj Kumari, Whole-time Director of the Company, in excess of 10% of the net profits of the Company calculated as per the provisions of Section 198 of the Act for Financial Year 2026-27, comprisin [Showing first 8,000 characters — download PDF for full document]