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DIRECTOR'S REPORT

Aayush Art and Bullion Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1955.21 Cr. P/BV 32.17 Book Value (₹) 39.69
52 Week High/Low (₹) 1276/945 FV/ML 10/125 P/E(X) 247.80
Bookclosure 29/06/2024 EPS (₹) 5.15 Div Yield (%) 0.00
Year End :2026-03 

Your Directors have pleasure in presenting the 17th Directors' Report on the business and operations of
AAYUSH ART AND BULLION LIMITED (The Company) together with the Audited Financial
Statements of Accounts of the Company for the Financial Year ended March 31, 2026

1. Financial Result:

(Amount in Lakhs)

Particular

FY 2025-26

FY 2024-25

Total Income

21,636.70

7,378.30

Total Expenditure

20,565.40

7,137.05

Profit / (Loss) Before Tax

1,071.31

241.23

Less: Tax Expense

Current Tax

275.07

61.45

Tax of Earlier Period Provided/ Written back

5.76

-

Deferred Tax

1.31

(0.88)

Profit / (Loss) After Tax

789.17

180.66

Earning per Equity Share (Face Value Rs. 10)
Basic

5.15

1.29

Diluted

5.15

1.29

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the financial year ended 31st March, 2026, the Company recorded a total revenue of INR 21,636.70
lakhs (Rupees Twenty-One Thousand Six Hundred Thirty-Six Lakhs and Seventy Thousand only) as
compared to INR 7,378.30 lakhs (Rupees Seven Thousand Three Hundred Seventy-Eight Lakhs and Thirty
Thousand only) in the previous financial year.

Further, during the year under review, the Company earned a Net Profit of INR 789.17 lakhs (Rupees
Seven Hundred Eighty-Nine Lakhs and Seventeen Thousand only) as against a Net Profit of INR 180.66
lakhs (Rupees One Hundred Eighty Lakhs and Sixty-Six Thousand only) in the previous financial year,
reflecting a significant improvement in the Company's financial performance.

3. SHARE CAPITAL STRUCTURE OF THE COMPANY:AUTHORIZED CAPITAL:

During the year under review, the Authorized Share Capital from is Rs. INR 17,00,00,000 (Indian Rupees
Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh Only) Equity Shares of Rs. 10
each.

PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up capital is Rs. 15,31,21,750 /- (Rupees Fifteen Crore Thirty-One Lakh
Twenty-One Thousand Seven Hundred Fifty only) divided into 1,53,12,175 (One Crore Fifty-Three Lakh
Twelve Thousand One Hundred Seventy-Five) equity shares of Rs. 10/- (Rupees Ten only) each.

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

During the financial year ended 31st March, 2026, the Company has transferred its entire profit of INR
789.17 lakhs (Rupees Seven Hundred Eighty-Nine Lakhs and Seventeen Thousand only) to the Retained
Earnings of the Company.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

During the financial year under review, there was no change in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act,
2013. As on the date of the report, your company has the following Directors and Key Managerial
Personnel:

S.

No.

Name of Director

Designation

DIN/ PAN

Date of
Appointment

Date of
Cessation

1

Mr. Maulik Rajendrabhai
Shah

Managing Director

10297944

13/03/2024

23/07/26

2

Mr. Mehal Bipinchandra
Raval

Additional Director

10797136

23/07/2026

-

3

Mr. Piyush Parmar

Director

09634827

13/03/2024

-

4

Ms. Bhavnaben
Prahaladbhai Trivedi

Director

11048317

21/05/2025

-

5

Mr. Afsar Khan Ismail

Independent Director

11189994

16/07/2025

-

6

Mr. Dharmesh Pravinbhai
Sanghvi

Independent Director

10297944

04/09/2025

-

7

Ms. Bhagyashri
Shyambihari Agrawal

CFO

AURPA9823A

07/07/2025

-

8

Mr. Pankaj Kumar Rawat

Company Secretary &
Compliance Officer

AVMPR0513N

24/01/2024

15/04/2026

During the year under review, following changes were made in the composition Board of Directors
and KMP of the Company.

• Ms. Bhavnaben Prahaladbhai Trivedi (DIN: 11048317) appointed as Non-Executive Director of the
Company with effect from May 21, 2025.

• Ms. Punam Anil Mohod (DIN 10692712) resigned from the post of Director with effect from May 21,

2025.

• Ms. Bhagyashri Shyambihari Agrawal appointed as Chief Financial Officer (CFO) of the Company with
effect from July 07, 2025.

• Mr. Afsar Ismail Khan (DIN: 11189994) appointed as Non-Executive Independent Director of the
Company with effect from July 16, 2026.

• Mr. Pradipbhai Rathod (DIN: 10429763) resigned from the post Director with effect from July 16, 2025.

• Mr. Dharmesh Pravinbhai Sanghvi (DIN: 10297944) appointed as Non-Executive Independent Director of
the Company with effect from September 04, 2025.

Further, after the closure of the Financial Year, following changes were made in the composition of
Board of Directors and KMP of the Company:

• Mr. Pankaj Kumar Rawat terminated from the post of Company Secretary & Compliance Officer with
effect from April 15, 2026.

• Mr. Maulik Rajendrabhai Shah resigned from the office of Managing Director with effect from July 23,

2026.

• Mr. Mehal Bipinchandra Raval was appointed as an Additional Executive Director in the category of
Managing Director with effect from July 23, 2026. The Board recommends his regularization as the
Managing Director of the Company for approval by the Members at this Annual General Meeting.

Retirement by Rotation

In terms of provisions of Section 152 of the Companies Act, 2013, Ms. Bhavnaben Prahaladbhai Trivedi
(DIN: 11048317), Non-Executive Director is liable to retire by rotation and, being eligible, has offered
herself for re-appointment in this AGM of the Company.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 08 (Eight) meetings of the Board of Directors were held. The
dates on which the said meetings were held:

• 21.05.2025

• 30.05.2025

• 07.07.2025

• 16.07.2025

• 04.09.2025

• 13.11.2025

• 13.01.2026

• 09.02.2026

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR)
Regulations, 2015 and Companies Act, 2013.

12. BOARD COMMITTEES:

At present, the Board has following Three (3) Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions
of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed
from time to time. Meetings of each of these Committees are convened by the respective Chairperson of
the Committee. The Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. The minutes and proceedings of the meetings of all Committees are placed
before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all
members of the Committee individually and are placed before the Board for review from time to time.

AUDIT COMMITTEE:

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting
process and the disclosure of its financial information to ensure that the financial statements are correct,
adequate and credible; and for reviewing the annual financial statements before submission to the Board.
The Committee periodically reviews the adequacy of internal control systems.

During the year under review, Three (3) meetings of the Audit Committee were convened and held on the
dates mentioned below:

• May 30, 2025

• November 13, 2025

• February 09, 2026

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

Name of the Director

Category

No. of Meeting
eligible to Attend

No. of Meeting
Attended

*Afsar Khan Ismail

Chairman (Non-Executive
Independent Director)

02

02

**Dharmesh Pravinbhai
Sanghvi

Member (Non-Executive
Independent Director)

02

02

Piyush Parmar

Member (Non-Executive
Director)

03

03

*Mr. Afsar Khan Ismail appointed as a Member and Chairman of the committee with effect from July 16,
2026.

**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with effectfrom September
04, 2026.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and
Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management
and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review, Four (4) meeting of the Nomination and Remuneration Committee were
convened and held on the dates mentioned below:

• May 21, 2025

• July 07, 2025

• July 16, 2025

• September 04, 2025

The detail of the composition of the Nomination and Remuneration Committee along with their meetings
held/attended is as follows:

Name of the Director

Category

No. of Meeting
eligible to
Attend

No. of Meeting
Attended

*Afsar Khan Ismail

Chairman (Non-Executive
Independent Director)

01

01

**Dharmesh Pravinbhai
Sanghvi

Member (Non-Executive
Independent Director)

00

00

Piyush Parmar

Member (Non-Executive
Director)

04

04

*Mr. Afsar Khan Ismail appointed as a Member and Chairman of the committee with effect from July 16,
2026.

**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with effectfrom September
04, 2026.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder
Relationship Committee to look into the redressal of complaints of investors such as transfer or credit of
shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convened
and held on February 09, 2026.

The detail of the composition of the Stakeholders Relationship Committee along with their meetings
held/attended is as follows:

Name of the
Director

Category

No. of Meeting
eligible to Attend

No. of Meeting
Attended

Afsar Khan Ismail

Chairman (Non-Executive Independent
Director)

01

01

Dharmesh
Pravinbhai Sanghvi

Member (Non-Executive Independent
Director)

01

01

Piyush Parmar

Member (Non-Executive Director)

01

01

*Mr. Afsar Khan Ismail appointed as a chairman of the committee with effect from July 16, 2026.

**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with effectfrom September
04, 2026.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments accrued from the end of financial year up to this report

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of
the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)”
means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct
of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation
of reliable financial information. The company has a well-placed, proper and adequate Internal Financial
Control System which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. To further strengthen the internal control process, the
company has developed the very comprehensive compliance management tool to drill down the
responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

16. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company’s Independent Directors meet at least once in every financial year without the presence of
Executive Directors or management personnel to review the performance of Non-Independent Directors
and the Board as a whole, to review the performance of the Chairperson of the company, taking into
account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity
and timeliness of flow of information between the company management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on February 03, 2026
for the Financial Year 2025-26.

17. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under review, the provisions relating to Corporate Social Responsibility (“CSR”)
under Section 135 of the Companies Act, 2013 were not applicable to the Company, as the Company did
not meet the prescribed thresholds during the immediately preceding financial year.

However, based on the net profit of the Company for the financial year ended 31st March, 2026, the
Company has become eligible for applicability of the provisions of Section 135(1) of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Accordingly, the Company shall comply with the applicable provisions relating to Corporate Social
Responsibility, including constitution of the CSR Committee, formulation and adoption of the CSR Policy,
and undertaking CSR activities in accordance with the provisions of the Companies Act, 2013 and the
rules made thereunder.

18. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate
Governance is not annexed.

19. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees
and individual directors pursuant to the provisions of the Act and the corporate governance requirements
as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual Director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects
of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of
the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent directors, at which the performance of the board, its committees
and individual directors was also discussed. Performance evaluation of independent directors was done by
the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering
various parameters such as their familiarity with the Company's vision, policies, values, code of conduct,
their attendance at Board and Committee Meetings, whether they participate in the meetings constructively
by providing inputs and provide suggestions to the Management/Board in areas of domain expertise,
whether they seek clarifications by raising appropriate issues on the presentations made by the
Management/reports placed before the Board, practice confidentiality, etc. It was observed that the
Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise
and experience in their respective fields.

21. 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:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in “
Annexure-I” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies
Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of
this report.

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

During the year, there is no transaction entered with related parties referred to in Section 188(1) of the
Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore, there is no
requirement to attached Form AOC-2 in Annexure ‘II’ Related party transactions if any, are disclosed in
the notes to financial statements.

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of
the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the financial year under review, the Company did not have any subsidiary, associate company or
joint venture. Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 relating to the
preparation of consolidated financial statements were not applicable to the Company for the financial year
ended 31st March, 2026.

However, the Company has initiated the process for incorporation of a subsidiary in Dubai, United Arab
Emirates. The Company shall comply with the applicable provisions of the Companies Act, 2013 and the

rules made thereunder in respect of the proposed subsidiary, as and when applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower
Policy for vigil mechanism of Directors and employees to report to the management about the unethical
behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and makes
provision for direct access to the chairman of the Audit Committee in exceptional cases.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the financial year under review, the Company shifted its Registered Office from C-110, G/F, Bhola
Nath Nagar, Shahdara, Delhi East, Delhi - 110032, India to A-1207, Unicus Shyamal, Opp. Iconic
Shyamal Cross Road, Vejalpur, Ahmedabad - 380051, Gujarat, India.

In this regard, the Regional Director, Noida, vide its order dated 2nd February, 2026, approved the shifting
of the Registered Office of the Company from the State of Delhi to the State of Gujarat.

The Company has taken the necessary steps to give effect to the said order and to comply with the
applicable provisions of the Companies Act, 2013 and the rules made thereunder.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

(b) That in the preparation of the annual accounts for the financial year ended 31st March, 2026 the
applicable accounting standards had been followed along with proper explanation relating to material
departures;

(c) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit or loss of the company
for the year review;

(d) That the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

(e) That the directors had prepared the annual accounts for the financial year ended 31st March,2026 on
a going concern basis;

(f) That the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and

(g) That the directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read
with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-III”.

29. AUDITORS & AUDITOR’S REPORT:Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory
Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on
June 29, 2024. Their tenure is effective from April 1, 2024, to March 31, 2029, at a remuneration plus
applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to
time.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in
their Report.

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2026, does not contain any qualification,
reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes
forming part of the Financial Statements are self-explanatory and do not call for any further comments and
also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the
Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in
this Auditor’s Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vaibhav
Sharma & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company
for the Financial Year 2025-2026

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any
qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as
provided by the Secretarial Auditor has been annexed to the Report. (Annexure-IV). Secretarial Audit
Report (Form MR-3) provided by secretarial auditor is self-explanatory

Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not
applicable to the Company.

Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read with
rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

The Company has appointed M/s Appa & Associate, Chartered Accountants (FRN: 141467W), to
undertake the Internal audit of the Company for the Financial Year 2025-2026.

30. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarizations programme. The Company also conducts orientation programme
upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Director is disclosed on the Company’s website
www.akmlace.com

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 is annexed to this Annual Report as “Annexure - V”.

32. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and
Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical
decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the
organization must know and respect existing laws, accept and provide appropriate professional views, and
be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an
Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct
annually.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

34. 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 REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

35. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present
which may threaten the existence of the company. During the year, your Director’s have an adequate risk
management infrastructure in place capable of addressing those risks. The company manages monitors and
reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Audit Committee and Board of Directors review these procedures periodically. The company’s
management systems, organizational structures, processes, standards, code of conduct and behaviour
together form a complete and effective Risk Management System (RMS).

36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has
adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints
received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as
follows:

No. of complaints of sexual harassment received in the year

NIL

No. of complaints disposed-off during the year

NIL

No. of cases pending for more than ninety days

NIL

37. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and certain designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by
the Directors and designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the trading window is closed. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have confirmed

compliance with the Code.

38. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

39. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the
other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when
they are made mandatory.

40. STATEMENT ON OTHER COMPLIANCES

Your Director’s state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any
remuneration or commission.;

41. WEBSITE OF THE COMPANY:

Your Company maintains a website www.akmlace.com where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 have been provided.

42. ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2026 will
be available on the website of the Company i.e., at www.akmlace.com

43. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There were no significant and material order passed by the regulators or Courts or Tribunal's impacting
the going concern status of your Company and its operation in future.

44. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no
requirement to give details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

46. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial
institutions. As a result, no valuations were necessary.

47. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all of the Company’s employees for their contribution
towards the Company’s performance. The Directors would also like to thank the shareholders, employee,
customers, dealers, suppliers, bankers, governments and all other business associates for their continuous
support to the Company and their confidence in its management.

For and on behalf of
AAYUSH ART AND BULLION LIMITED
(Formerly known as AKM Creations Limited)

Date: 14-08-2026 Sd/- Sd/-

Place: Ahmedabad Mehal Bipinchandra Raval Piyush Parmar

Additional Director Director

DIN: 10797136 DIN: 09634827

Registered Office:

A-1207, Unicus Shyamal, Opp. Iconic Shyamal Cross Road,

Vejalpur, Ahmedabad- 380051, Gujarat, India
CIN: L74110DL2009PLC196375,

Website: www.akmlace.com

Email: akmcreationlimited@gmail.com,

Attention Investors:
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