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PARSHVA ENTERPRISES LTD.

16 October 2026 | 12:00

Industry >> Gems, Jewellery & Precious Metals

Select Another Company

ISIN No INE05MV01019 BSE Code / NSE Code 542694 / PARSHVA Book Value (Rs.) 10.60 Face Value 10.00
Bookclosure 20/07/2024 52Week High 379 EPS 0.25 P/E 799.21
Market Cap. 206.85 Cr. 52Week Low 142 P/BV / Div Yield (%) 19.15 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your directors take pleasure in presenting the 9th Annual Report on the business and operations of your Company
along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ended
March 31, 2026.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended March 31, 2026 is summarized below:

(? in Lakhs)

PARTICULARS

Standalone

Consolidated

Year ended
March 31,
2026

Year ended
March 31,
2025

Year ended
March 31,
2026

Year
ended
March 31,
2025

Revenue from Operations

2475.67

2477.41

2475.67

2477.41

Finance Cost

4.33

10.61

4.34

10.64

Depreciation

6.88

15.28

6.88

15.28

Other Expenses

27.79

28.09

28.77

29.62

Profit/Loss before tax and
exceptional Item

41.41

32.81

40.41

31.26

Less: Extraordinary Items

5.39

4.28

5.39

5.08

Less: Deferred Tax Asset (Net)

0.00

-1.91

0.00

-1.91

Less: Current Tax

9.07

9.40

9.07

9.40

Profit for the year

26.95

18.05

25.96

18.69

PERFORMANCE

On a consolidated basis, during the year under review your Company has earned profit of ?25.96 Lakhs as against
profit of ?18.69 Lakhs in the previous year.

On a standalone basis, during the year under review your Company has earned profit of ?26.95 Lakhs as against
profit of ?18.05 Lakhs in the previous year.

The company will continue to reduce costs and improve efficiencies, enhance value-added services for its
customers, and maximize utilization of capacity. As a result of these efforts, the company hopes to generate
revenues and profitability.

DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31.03.2026.

Further, no amount of dividend was required to be transferred to IEPF.

TRANSFER TO RESERVES

Your Company has not transferred anything to reserve during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

SR No.

Name of Holding / Subsidiary / Associate
Companies / Joint Ventures

Indicate whether Holding /
Subsidiary / Associate
Companies / Joint Ventures

% of shares held
by listed entity

1

Parshva Multitrade Limited

Wholly Owned Subsidiary

100%

Note: Pursuant to the Scheme of Demerger, the existing equity share capital of the Resulting Company, Simandhar
Impex Limited, was cancelled with effect from 08.11.2025. Consequently, Simandhar Impex Limited ceased to be
a wholly owned subsidiary of the Demerged Company (Parshva Enterprises Ltd).

A statement containing salient features of the financial statements of Subsidiaries as required under Section 129
(3) of the Act is attached as Annexure I to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and separate
audited financial statements in respect of its subsidiaries, are available on the Company’s website at
https://www.parshvaenterprises.co.in/subsidiary companiesThe Board of Directors of the Company has
adopted a policy for determining Material Subsidiary Company in line with Listing Regulations. The Policy is
uploaded on the website of the Company at

https://www.parshvaenterprises.co.in/documents/Policv%20for%20material%20Subsidiary.pdf
.However the Company does not have any Joint venture or Associate Company.

CHANGE IN NATURE OF BUSINESS

During the year there is no material change in the nature of business of the Company.

SCHEME OF DEMERGER - DEMERGER

The scheme of arrangement between Parshva Enterprises Limited (Demerged Company) and Simandhar Impex
Limited (Resulting Company) under section 230-234 and other applicable provisions of the Companies Act, 2013
was approved by the Board of Directors of the Company on May 14, 2024. Pursuant to the scheme transfer,
Jewellery business of holding Company namely Parshva Enterprises Limited is transferred to Simandhar Impex
Limited by way of a demerger in order to Segregation of business of the Jewellery division of the Parshva
Enterprises Limited (Demerged Company).

The above Scheme of arrangement was approved by Hon’ble National Company Law Tribunal, Mumbai bench
vide its order dated 13th October, 2025. Pursuant to the demerger, shares in the ratio of 3:10 were issued to
shareholders of Parshva Enterprises Limited and shares held by Parshva Enterprises Limited in Simandhar Impex
Limited were cancelled thereby replicating mirror shareholding pattern of Parshva Enterprises Limited in
Simandhar Impex Limited. The Simandhar Impex Ltd had received In-principle approval for listing of 30,56,925
equity shares of Rs.10/- each from BSE Limited (“BSE”) on December 03, 2025. Further the equity shares of the
Simandhar Impex Ltd were listed and admitted for trading on BSE with effect from December 22, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which
have occurred between the end of the financial year of the Company and the date of this report.

SHARE CAPITAL OF THE COMPANY

During the year under review, the following changes have taken place in the Share Capital:

Pursuant to the resolution passed by the Shareholders through Postal Ballot on February 21, 2026, the Authorised
share capital of increased from ? 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs only) to ? 15,00,00,000/- (Rupees
Fifteen Crores only) with subsequent alteration in the clause V of the Memorandum of Association of the
company.

The Company's paid-up equity share capital as on March 31, 2026 continues to stand at ?1018.97 lakhs divided
into 10189749 equity shares of face value of ?10 each. There was no changes in the Share Capital during the
Financial Year under review.

Further, there was no public issue, rights issue, preferential issue, bonus issue etc., during the year. The Company
has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options or
provision of money for shares of the Company to the employees or Directors of the Company during the Financial
Year.

NUMBER OF MEETINGS OF THE BOARD

The Company had 8 (Eight) Board Meetings during the financial year under review. The Board Meetings were
held in compliance with the Companies Act, 2013. The details of the same are provided in the Corporate
Governance Report.

COMMITTEES OF THE BOARD

The Board has constituted 3 Committees as under:

1) Audit Committee;

2) Nomination and Remuneration Committee; and

3) Stakeholders’ Relationship Committee.

Details of the Board and its Committees along with their amended charters, composition, meetings held during
the year are given under Corporate Governance Report appearing as a separate section in this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain
the independence of the Board, and separate its functions of governance and management. As of March 31, 2026,
our Board of Directors consists of 6 (Six) Directors out of which 2 (Two) are Executive Directors; and 4 (Four)
are Non-Executive Directors and out of which 3 (three) are Independent Directors.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3)
of Section 178 of the Companies Act, 2013, is available on our website, at
www.parshvaenterprises.co.inYou can
access it directly via this link too https://parshvaenterprises.co.in/documents/Nomination-Remuneration-
Policy.pdfThe details of this Policy is explained in the Corporate Governance Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 (“the SEBI Listing Regulations”) a separate report on Corporate Governance
along with the Auditor's Certificate on its compliance is attached as Annexure - II to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors states that:

• that in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

• that the Directors have selected such accounting policies and applied them consistently and made judgements
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, 2026 and of the profit / loss of the Company for the year ended on that date;

• that 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;

• that the directors had prepared the annual accounts on a going concern basis.

• that the directors have devised proper system to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and are operating effectively and;

• that the Directors has laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and are operating effectively;

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company’s goal has always been to create an open and safe workplace for every employee to feel empowered,
irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to
make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“PoSH Act”). The Company was not required to constitute an Internal Complaint
Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder as the company does not employ 10 or more
employees.

The Company has not received any complaints of work place complaints, including complaints on sexual
harassment during the year under review. OR The following is a summary of complaints received and resolved
during the reporting period:

No.

Nature of Complaints

Received

Disposed-Off

Pending

1.

Sexual Harassment

-

-

-

2.

Workplace Discrimination

-

-

-

3.

Child Labour

-

-

-

4.

Forced Labour

-

-

-

5.

Wages and Salary

-

-

-

6.

Other HR Issues

-

-

-

DEPOSITS

The Company has not accepted any public deposits and as such, no amount of principal or interest on public
deposits was outstanding during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Mr. Harsh Prashant Vora retires by rotation and being eligible offers himself for re-appointment. A
resolution seeking shareholders’ approval for his re-appointment forms part of the Notice.

b) There was no changes in the Directors and KMP during the year under review except the following:

The Board of Directors at its meeting held on 8th April, 2026 on the recommendation of the Nomination and
Remuneration Committee, approved the Re-designation of Mr. Harsh Prashant Vora (DlN: 07861487) from an
Executive Director (Whole-time director) to a Non-Executive Non Independent Director of the Company w.e.f.
8th April, 2026.

Brief resume of the Directors proposed to be re-appointed, nature of expertise and the names of companies in
which they hold directorships and Chairpersonships / Memberships of Board Committees etc. are provided in
Notice to Members forming part of this Annual Report. Resolutions seeking Members approval for their re¬
appointment along with other required details forms part of the Notice. The Directors seeking re-appointment are
not debarred from holding the office of Director pursuant to any order. The Board recommends to the members
the resolutions for their re-appointment.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company. During the year under review, the
non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other
than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board / Committee of the Company.

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 SEBI Listing Regulations. The performance of the
Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information and functioning, attendance of
Board Meetings and Committees etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 and provisions of the
Companies Act, 2013 and SEBI Listing Regulation.

Further, the Independent Directors at their meeting held on March 26, 2026, reviewed the performance and role
of Non-Independent Directors and the Board as a whole and Chairman of the Company. Further, the Independent
Directors had also assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarization Programme for Independent Directors is designed with an aim to make the Independent Directors
aware about their roles, responsibilities and liabilities as per the Act, SEBI Listing Regulations and other
applicable laws and to get better understanding about the Company, nature of industry in which it operates and
environment in which it functions, business model, long term/short term/strategic plans etc. As a part of
familiarization programme, the Company makes presentations to the Board Members, inter alia, covering business
environment, business strategies, operations review, quarterly and annual results, review of Internal Audit Report
and action taken, statutory compliance, risk management etc.

The details of the training and familiarization program are available on our website at
https://www.parshvaenterprises.co.in/familiarisation programme

AUDITORS

The Members at the 6th AGM held on June 10, 2023, approved the appointment of M/s. Bohara Shah & Co.,
Chartered Accountants (Membership no. 143865W), as Statutory Auditors of the Company for a term of five
years to hold office till the conclusion of the 11th AGM to be held for the financial year ended March, 2028.

AUDITOR’S REPORT

The Report given by M/s. Bohara Shah & Co., on the financial statement of the Company for the financial year
2025-26 is part of the Annual Report. The statutory auditor’s report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

INTERNAL AUDITOR

M/s. Jigar Zaveri & Associates have been appointed as an Internal Auditor of the company and they performed
the duties of Internal Auditors of the Company for the Financial Year 2025-26 and their report is reviewed by the
Audit Committee on quarterly basis.

COST AUDITOR

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit)
Amendments Rules, 2014 for the Financial Year 2025-2026.

SECRETARIAL AUDITOR

The Members at the 8th Annual General Meeting held on July 12, 2025, approved the appointment of M/s. JSD &
Associates, Practicing Company Secretary as Secretarial Auditor of the Company, for a term of 5 (Five)
consecutive years from FY 2025-26 to FY 2029-30 to carry out Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year ended March 31, 2026 pursuant to the provisions of Section 204 of the Act is
annexed herewith this report in the prescribed Form MR-3 as Annexure III. The Secretarial Audit Report is self¬
explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks.

REPORTING OF FRAUDS BY AUDITORS

There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the year ended 31st March,
2026.

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

(A) Conservation of Energy:

i) The step taken or impacts on conversation of energy - The operation of your Company is not energy

intensive. However, adequate measures have been initiated for conservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - NIL

iii) The capital investment on energy conservation equipment’s - NIL

(B) Technology absorption

(i)

the efforts made towards technology absorption

The Company is aggressively moving
towards establishing a paperless corporate
environment and strives to utilize the
latest technology for achieving this goal.
The management is regularly involved in
implementing newer means of storage
towards reduction of waste through use of
technology. At present, the Company has
not incurred any costs for Research and
development.

(ii)

the benefits derived like product improvement, cost
reduction, product development or import substitution

in case of imported technology (imported during the last
three years reckoned from the beginning of the financial
year)-

(a) the details of technology imported

(iii)

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

(C) Foreign Exchange Earnings & Outgo:

PARTICULARS

2025-2026

2024-2025

Foreign Exchange Earning

NIL

NIL

Foreign Exchange Outgo

NIL

NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management
Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of
the Directors’ Report.

REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed herewith as Annexure V to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND
SECURITIES PROVIDED:

Details of Loan, Guarantee, and Investment covered under the provisions of Section 186 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the standalone
financial statements.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company as on March 31, 2026 is available on the Company’s website and can
be accessed at
http://www.parshvaenterprises.co. in/annualreports

RISK MANAGEMENT

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market
capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the
Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.
These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment
of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The
company has been addressing various risks impacting the company and brief view of the company on risk
management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and the Company’s operations. Except the Order received from
Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated October 13, 2025 ("Order"),
regarding sanction of the Scheme of Arrangement between Parshva Enterprises Limited ("Demerged Company")
and Simandhar Impex Limited ("Resulting Company") and their respective Shareholders under Sections 230 to
232 and other applicable provisions of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings
were pending.

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

Not Applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the
Company.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and
employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report
concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance
Report, which is a part of this report and is also available on
http://www.parshvaenterprises.co.in/documents/Whistle Blower Policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have complied
with the Code of Independent Directors as prescribed in the Schedule IV to the Act.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures 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 fraud, error
reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy’ section in the
Management’s discussion and analysis, which forms part of this Annual Report.

The Company has in place adequate internal financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year with related parties were on arm’s length
basis & in ordinary course of business and in compliance with the provisions of section 188 of the Companies
Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any material transactions with
related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI Listing
Regulations. Accordingly, the details are not required to be given under AOC-2.

Disclosures pursuant to Accounting Standards on related party transactions have been made in the note no. 2.13
of note 23 to Financial Statements.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its related parties, in compliance with the applicable provisions
of the Companies Act 2013, the Rules thereunder and the Listing Regulations.

This policy has been uploaded on the website of the Company at www.parshvaenterprises.co.in.
You can access them directly via this link too

http://www.parshvaenterprises.co.in/documents/POLICY FOR MATERIALITY OF EVENTS INFORMATI
ON%20PEL.pdf

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
employees in the course of day to day business operations of the Company.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard. A declaration duly signed by the Managing
Director has been annexed in Corporate Governance report. The code of conduct of our Company is given on our
Website
www.parshvaenterprises.co.inYou can directly access the code of conduct via this link too
http://www.parshvaenterprises.co.in/documents/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-
AND-SENIOR-MANAGEMENT.pdf

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards issued by The Institute
of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of
the Companies Act, 2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a. There was no issuance of equity shares with differential rights regarding dividend, voting, or otherwise, and
no issuance of shares under the Employees Stock Option Scheme as per the provisions of Section 62(1)(b) of
the Act, read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

b. There was no issuance of shares (including sweat equity shares) to employees of the Company under any
scheme.

c. No voting rights were exercised in respect of shares purchased directly by employees under a scheme pursuant
to Section 67(3) of the Companies Act, 2013.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members,
customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees
at all levels.

For and on behalf of the Board of Directors
Parshva Enterprises Limited

Prashant Vora Harsh Vora

Managing Director Director

DIN: 06574912 DIN: 07861487

Date: August 24, 2026
Place: Mumbai