Directors Report of Rajnish Retail Ltd.

Mar 31, 2025

The Board of Directors have pleasure in presenting the 31^st Annual Report of Rajnish Retail Limited (âthe Companyâ), along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company''s performance during the year ended 31^st March, 2025 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)
Particulars	Year ended
Particulars	2024-25	2023-24
	2024-25	2023-24
Total Income (including Other Income)	8,528.39	666.33
Less: Depreciation	0.17	5.67
Less: Other Expenses	8,386.97	613.73
Profit/ (Loss) Before Exceptional Items and Taxation	141.25	46.93
Tax Expenses (Net)	35.31	12.76
Net Profit after tax	105.94	34.18
Opening Balance of Retained Earnings	4,896.28	(189.65)
Less: Adjustment of Earlier years	733.84	5,085.93
Closing Balance of Retained Earnings	5,630.10	4,896.28

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIR

During the financial year under review,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) 8,528.39 as against (INR in Lakhs) 666.33 the previous year ended as on March 31, 2024; and

(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) 105.94/-as against profit of (INR in Lakhs) 34.18/- in the previous year ended as on March 31, 2024.

4. CONVERSION OF WARRANTS

During the Year Under review, the Company allotted 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

Sr.	Name of Allotees	Category	No. of warrants	No of equity	Amount
No.			applied for	shares	received
			conversion	allotted
1.	Mr. Rajnish Kumar Singh	Promoter	1,60,000	8,00,000	1,53,60,000
2.	Mr. Anand Kumar	Non-	5,30,000	26,50,000	5,08,80,000
	Jain	Promoter
	Total		6,90,000	34,50,000	6,62,40,000

As on the date of this Report the proceeds of the issue have been fully utilized and has been deployed for the purpose for which it was originally raised by the company as mentioned in the offer document and there is no deviation or variation of the funds has been reported during the period of its utilization.

5. DIVIDEND

No dividend is proposed to be paid for the financial year 2024-25.

6. SHIFT TN REGISTERED OFFICE OF THE COMPANY

The board at its meeting held on April 04, 2024 approved shifting of its registered office of the Company from Office No 11/23- R, Navjeevan Commercial Premises, Mumbai Central, Mumbai 400 008 to Shop No. 22, New Corporate Co-op Premises Society Ltd, Ramchandra Lane Extension Road, Malad West, Mumbai-400064 with effect from April 04, 2024.

7. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2025 is Rs. 16,00,00,000 (Rupees Sixteen Crores Only) divided into 16,00,00,000 (Sixteen Crores Only) Equity Shares of Rs. 1/- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025 is Rs. Rs.

15,67,50,000 (Rupees Fifteen Crore Sixty-Seven lakhs Fifty Thousands only), divided into 15,67,50,000 (Fifteen Crore Sixty-Seven lakhs Fifty Thousands) equity shares of Rs. 1 each, ranking pari passu in all respect with the existing equity Shares of the Company. Out of the total paid-up share capital of the Company 25.36 % is held by Promoter & Promoter Group and balance of 74.64 % is held by held by persons other than Promoters and Promoter Group.

During the year under review, the following changes took place in the Capital structure of the Company:

a. The Board of Directors at its meeting held on May 29, 2024 and the members of the Company via Postal

Ballot concluded on June 30, 2024, approved:

(i) Increase in Authorised Share Capital of the Company from INR 15,50,00,000 (Indian Rupees Fifteen Crore Fifty Lakhs Only), divided into 3,10,00,000 (Three Crore Ten Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each TO INR 16,00,00,000 (Indian Rupees Sixteen Crore Only), divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each; and subsequently alteration in Clause V of the Companyâs Memorandum of Association.

(ii) Offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

(iii) Sub-Division / Split of 1 (One) Equity Share of face value of INR 5/- (Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/- (Indian Rupee One Only) each, and consequential alteration of the Capital Clause i.e., Clause V of the Companyâs Memorandum of Association.

(iv) Ratify the pre-preferential holdings of the Allottee belonging the Preferential Issue approved by members on January 27, 2024.

b. The Board of Directors at its meeting held on January 30, 2025, approved:

i. Allotment of 34,50,000 (Thirty-Four Lakhs Fifty Thousand) equity shares of Face Value INR 1/-(Indian Rupees One only per share upon conversion of 6,90,000 (Six Lakhs Ninety Thousand) convertible warrants, at INR 19.2/ (Indian Rupees Nineteen and Twenty paisa) each {including premium of INR 18.2/- (Indian Rupees Eighteen and Twenty paisa only}) each, aggregating to INR 6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to 2 (Two) investors belonging to Promoter and Non-Promoters Category.

15,67,50,000 fully paid-up Equity Shares of Rs. 1/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

c. During the financial year under review, the preferential issue committee of the board of directors of the

Company held on August 27, 2024 approved:

â¢ Allotment of 6,90,000 warrants each convertible into or exchangeable for 1 (one) Equity Share of face value of Rs. 5/- at a price of INR 96/ (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only}) per Warrant each aggregating to INR

6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to persons belonging to Promoter and Non-Promoters Category.

> The listing approval for 34,50,000 (Thirty-Four Lakhs Fifty Thousand) Equity Shares was obtained from BSE Limited dated 25^th March, 2025 and the trading approval for such equity shares was obtained from BSE Limited on 21^th May, 2025, respectively.

1. CHANGE IN NATURE OF BUSSINESS OF THE COMPANY

There was no change in the nature of business of the Company.

2. CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement is part of the Annual Report.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - B to this report.

5. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company as per provisions of SEBI LODR, 2015.

The Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

6. INTERNAL CONTROL SYSTEM AND THETR ADEQUACY

In terms of Section 134 of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company works with internal control systems commensurate with the size, scale and complexity of its operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its

Business including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. To maintain objectivity and independence, the Internal Auditors report directly to the Audit Committee. Based on the report of the Internal Auditors,

process owners undertake corrective action when required. Significant observations and corrective actions needed or taken are presented to the Audit Committee.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has made advances falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder. The details of such transactions are provided in the Financial Statements forming part of this Annual Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure A in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board.

9. DISCLOSURE UNDER SEXUAL HARASSMENT ACT

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âthe POSH Actâ) and Rules made thereunder. The Company has constituted Internal Complaints Committee under the POSH Act, for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Your Directorâs further state that during the F.Y 2024-25, there were no complaints received pursuant to the POSH Act. The following is reported pursuant to Section 22 of the POSH Act:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed of during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

10. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

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 financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

11. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2024-2025: www.rajnishretail.com

12. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 09 (Nine) times during the financial year from 01st April, 2024 to 31^stMarch, 2025. The dates on which the meetings were held are as follows:


Sr	Dates on which Board	Strength of the	No. of Directors
No.	Meetings held	Board	Present
1.	04^th April, 2024	5	5
2.	19^th April, 2024	6	6
3.	29^th May, 2024	6	6
4.	28^th June, 2024	6	6
5.	07^th August, 2024	6	6
6.	27^th August, 2024	6	6
7.	23^rd October, 2024	6	6
8.	27^th January, 2025	6	6
9.	30^th January, 2025	6	6

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Annual General Meeting of the Company was held on September 24, 2024.

During the year under review, Postal Ballot activity was also conducted and the resolutions proposed were passed on June 30, 2024.

13. BOARD OF DIRECTORS

The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 with an optimum combination of Executive, Non-Executive and Independent Directors. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

Sr. No.	DIN	Name	Designation
1	07192704	Rajnish Kumar S Singh	Chairman & Non-Executive Director
2	10149103	Apra Sharma	Non-Executive Independent Director
3	06925922	Lovish Kataria	Non-Executive Independent Director
4	10790325	Saurabh Gakhar (appointedw.e.f. July 04, 2025)	Non-Executive Independent Director
5	10337012	Vijay Kumar Chopra	Executive Whole-time Director and Chief Financial Officer
6	06473991	Anand Kumar Jain (appointedw.e.f. April 04, 2024)	Whole-time Director

The Members are also informed about the following changes in Board, during the year under review:

1. Ms. Renu Kaur (DIN: 10080402) tendered her resignation as Non-Executive Independent Director of the Company with effect from close of Business hours of May 16th, 2025.

Mr. Vijay Kumar Chopra (DIN: 10337012) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment.

The members are also informed about the following changes that took place in Key Managerial Personnel during the year under review:

1. Appointment of Mr. AnandKumar Jain (DIN: 06473991) as an Additional Executive Director of the Company with effect from April 04, 2024, whose appointment was subsequently regularised through a postal ballot process, the results of which were declared on June 30, 2025.

2. Ms. Jaya Lahoti tendered her resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f., November 25, 2024 due to personal reasons.

3. Ms. Priti Agrawal was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 30, 2025.

4. Mr. Saurabh Gakhar was appointed as the Additional Non-Executive Independent Director of the Company w.e.f. July 04, 2025.

14. DISQUALIFICATION OF DIRECTORS UNDER SECTION 164

None of the directors were disqualified from being appointed or re-appointed as directors of the Company or other companies as prescribed within the provision of section 164 of the Companies Act 2013. Furthermore, the Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C

clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) have been attached to his Board report as Annexure -C.

15. COMMITTEES OF THE BOARD AND ITS COMPOSITIONi. AUDIT COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

Pursuant to the resignation of Ms. Renu Kaur (DIN: 10080402) Non-Executive Independent Director with effect from the close of the business hours on May 16, 2025, and the appointment of Mr. Saurabh Gakhar, the Board of Directors of the Company, at its meeting held on July 04, 2025 reconstituted the Committees of the Board.

ii. NOMINATION AND REMUNERATION COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

iii. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

1. DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3) and Section 134(5) of the Companies Act, 2013:

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 any material departures, if any;

b) The Directors had 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 at the end of the financial year and of the profit and loss of the Company for the year under review; .

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the financial year ended March 31, 2025 had been prepared on a âgoing concernâ basis;

e) 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;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

2. DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

3. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non-compliant deposits to report.

4. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Companyâs website at www.rajnishretail.com.

5. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS. THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

6. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and are not disqualified from continuing as Independent Directors of your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs (âIICAâ). These declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation conducted and declarations received, it is of the opinion that the Independent Directors appointed during the financial year possess the requisite integrity, expertise, and experience (including proficiency) required for effectively discharging their duties as Independent Directors of the Company.

7. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on 30^th January, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non -Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

8. DETAILS OF FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Companyâs finance and other important aspects.

9. STATUTORY AUDITORS

In terms of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s C.P. Jaria & Co., Chartered Accountants (Firm Registration No.104058W) have been appointed as Statutory Auditor of the Company to hold office for a further term of 5 (five) years from the conclusion of 29th Annual General Meeting held on November 09, 2023 till the conclusion of the 34^th Annual General Meeting to be held in the year 2028.

10. SECRETARIAL AUDITORS

The Board of Directors of the Company appointed HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company at its Board Meeting held on August 27, 2024 to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No. MR. 3 for the FY 2024-25 is annexed herewith and forms part of this report as Annexure E. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, the Audit Committee and Board shall recommend appointment of M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the Annual General Meeting to be held in the FY 2025-26.

11. INTERNAL AUDITORS

The Company appointed M/s. Shweta Goel & Co, Chartered Accountants, Internal Auditor of the Company for the financial year 2024-25 at its Board Meeting held on August 27, 2024.

12. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023 -24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

The report of the Statutory Auditor and Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITORS OF THE COMPANY

The Secretarial Auditor has made certain observations in the Secretarial Audit Report for the year under review. The clarifications of the Board on the same are as follows:

1. Filing of FLA Return: The Company has filed the FLA Return for the Financial Year 2023-24 during the Financial Year 2025-26. The delay was on account of the change in control of management in 2024.

2. Related Party Transaction: The Company has entered into a transaction with Rajnish Wellness Limited during the Financial Year 2024-25. Necessary approval of the shareholders is being sought in the ensuing Annual General Meeting.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs 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 Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure F.

16. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

16. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at www.raj ni shretail. com

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

17. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Internal Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board or the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

18. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

The following material changes (which are not covered elsewhere in this directorâs report) took place

during the year under review:

A. Details of shareholdersâ approval via postal ballot dated June 30, 2024:

â¢ Increase in Authorised Share Capital of the Company from INR 15,50,00,000 (Indian Rupees Fifteen Crore Fifty Lakhs Only), divided into 3,10,00,000 (Three Crore Ten Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each to INR 16,00,00,000 (Indian Rupees Sixteen Crore Only), divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each; and subsequently alteration in Clause V of the Companyâs Memorandum of Association.

â¢ Offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

â¢ Approved the transactions/arrangements/contracts with the Companyâs related parties as per the limits specified.

â¢ Approved sub-division / split of 1 (one) equity share of Face Value of INR 5/-(Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/- (Indian Rupee One Only) and consequential alteration of the Capital Clause i.e., Clause V of the Companyâs Memorandum of Association of the Company. The Board of Directors of the Company vide circular resolution passed on September 14, 2024, fixed, October 11, 2024 as the record date.

B. Reclassification of category of existing Promoter and members of the Promoter Group of the Company into Non-Promoter:

The Company received requests under Regulation 31A of SEBI (LODR) Regulations 2015 on June 17, 2024 from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter Groupâ category to the "Publicâ Category. The Board of Directors of the Company at their meeting held on June 28, 2024, Considered and approved respective request letters received from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter Groupâ category to the "Publicâ Category. The company filed an application for re-classification with BSE Limited on July 06, 2024 and the approval is received from BSE Limited on January 06, 2025.

C. The Board of Directors at its meeting held on January 30, 2025, approved:

ii. Allotment of 34,50,000 (Thirty-Four Lakhs Fifty Thousand) equity shares of Face Value INR 1/-(Indian Rupees One only per share upon conversion of 6,90,000 (Six Lakhs Ninety Thousand) convertible warrants, at INR 19.2/ (Indian Rupees Nineteen and Twenty paisa) each {including premium of INR 18.2/- (Indian Rupees Eighteen and Twenty paisa only}) each, aggregating to INR 6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to 2 (Two) investors belonging to Promoter and Non-Promoters Category.

Pursuant to conversion, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs. 15,67,50,000/ - (Rupees Fifteen Crore Sixty-Seven Lakhs Fifty Thousand) consisting of 15,67,50,000 fully paid-up Equity Shares of Rs. 1/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

20. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under review, no significant material orders has been passed by the Regulators or Courts or Tribunals which would impact the going status of the Company and its future operations.

21. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Further the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure -G.

22. CEO/CFO CERTIFICATION

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Vijay Kumar Chopra, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2025 at its meeting. The detailed certificate has been attached to this report as Annexure-H

23. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The 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.

24. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

25. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

26. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long -term value for shareholders.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the Company does not meet the criteria specified under sub-section (1) of Section 135 of the Act. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy.

28. ACKNOWLEDGEMENTS

The Board places on record its deep appreciation to all employees for their hard work, dedication, unstinted efforts and commitment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its customers, suppliers and Bankers. The Board also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and Regulatory Authorities and Stock Exchange, for their continued support.

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

Mar 31, 2024

The Board of Directors have pleasure in presenting the 30^thAnnual Report of Rajnish Retail Limited (âthe Companyâ), along with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March, 2024 are as follow:

Rs. in Lakhs

Particulars	Year ended 31^stMarch 2024	Year ended 31^stMarch 2023
Revenue from Operations	666.33	322.59
Less: Total Expenditure incurred	(619.39)	(355.08)
Profit before tax from continuing operations	46.94	(32.49)
Tax Expenses (Including Deferred Tax)	(12.76)	. (2.07)
Profit/(Loss) after Tax	34.18	(30.42)
Add: Previous yearâs profit brought forward	\|-	(159.23)
Total Income for the year	-	(189.65)

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 666.33 Lakhs (previous year Rs. 322.59 Lakhs) resulting in increase of 106.5 % over the previous year. In the fiscal year, Rajnish Retail Limited has achieved significant milestones, demonstrating robust performance across all key metrics. Our revenue has seen an impressive year-on-year growth of, driven by strategic expansion and a customer-centric approach

The profit after tax is at Rs. 34.18 Lakhs (Previous year -Rs.30.49 lakhs) resulting in increase of 212.1%. This expansion underscores our commitment to delivering exceptional value and meeting the diverse needs of our customers. This is a testament to our dedication to enhancing our product offerings and responding to the evolving demands of the market. By broadening our product portfolio, we aim to provide a comprehensive range of solutions that cater to various needs and preferences.

4. DIVIDEND

No dividend is proposed to be paid for the financial year 2023-24.

5. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 15,50,00,000 (Rupees Fifteen Crore Fifty Lakhs Only) divided into 3,10,00,000 (Three Crore Ten Lakhs Only) Equity Shares of Rs. 5/- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is Rs. Rs.

15,33,00,000 (Rupees Fifteen Crore thirty-three lakhs only), divided into 30,60,000 (Thirty Lakhs Sixty Thousand) equity shares of Rs. 5 each, ranking pari passu in all respect with the existing equity Shares of the Company. Out of the total paid-up share capital of the Company 25.36% is held by Promoter & Promoter Group and balance of 74.64 % is held by held by persons other than Promoters and Promoter Group.

During the year under review, the following changes took place in the Capital structure of the Company:

a. The Board of Directors at its meeting held on May 20, 2023 and the members of the Company at its Extra-Ordinary General meeting held on June 17, 2023 approved:

(i) Increase in Authorised Share Capital (âASCâ) of the Company from Rs. 6,00,00,000 (Rupees Six Crore) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 5/- each to Rs. 12,00,00,000 (Rupees Twelve Crore Only) divided into

2,40,00,000 (Two Crore Forty Lakhs) equity share of Rs.5/-each ranking pari passu in all respect with the existing Equity Shares of the Company.

(ii) Issue of 1,25,00,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 9/- per share/- (Indian Rupees Nine Only), on preferential basis.

b. The Board of Directors at its meeting held on December 27, 2023 and the members of the Company via Postal Ballot concluded on January 29, 2024, approved:

â¢ Increase in ASC of the Company from existing Rs. 12,00,00,000 (Rupees Twelve Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs Only) Equity Shares of Re. 5/-each to Rs. 15,50,00,000 (Rupees Fifteen Crore Fifty Lakhs Only) divided into

3,10,00,000 (Three Crore Ten Lakhs Only) Equity Shares of Rs. 5/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

â¢ Issue of 83,25,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 60/- per share/- (Indian Rupees Sixty Only), on preferential basis.

c. During the financial year under review, the preferential issue committee of the board of directors of the Company:

â¢ Allotted 1,23,75,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 9/- per share/- (Indian Rupees Nine Only), aggregating to Rs. 11,13,75,000 to promoter and non-promoters group in one or more tranches.

â¢ Allotted 82,85,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 60/- per share/- (Indian Rupees Sixty Only), aggregating to Rs. 49,71,00,000 to promoter and non-promoters group in one or more tranches.

The in-principal approval for 1,25,00,000 equity shares and 83,25,000 equity shares was obtained from BSE Limited dated 17^th October, 2023 and 7^th February, 2024 respectively and the trading approval for 1,23,75,000 equity shares and 54,45,307 equity shares was obtained from BSE Limited on 29^th December, 2023 and 22^nd May, 2024, respectively.

6. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Board of Directors of the Company at its meeting held on October 05, 2023 approved shifting of the registered office of the Company from BW - 2030, Bharat Diamond Bourse, BKC, Bandra East, Mumbai City- 400051 to Navjeevan Society Dr. Dadasaheb Bhadkamkar Marg, Mumbai Central Mumbai, 400008 with effect from October 05, 2023.

The board further at its meeting held on April 04, 2024 approved shifting of its registered office of the Company from Office No 11/23- R, Navjeevan Commercial Premises, Mumbai Central, Mumbai 400 008 to Shop No. 22, Neo Corporate Co-op Premises Society Ltd, Ramchandra Lane Road, Malad West, Mumbai-400064 with effect from April 04, 2024.

7. CHANGE IN NATURE OF BUSSINESS OF THE COMPANY

During the year under review, due to change in management and control of the Company, the Board of Directors at its meeting held on October 05, 2023 and thereafter the members of the Company at the 29^th Annual General Meeting of the Company held on November 09, 2023 approved change in the main object clause of the Memorandum of Association and Articles of Association of the Company. The Registrar of Companies vide certificate dated 24^th November, 2023 approved main object of the Company.

The present line of business of the Company is to carry on the business of retail segment - FMCG with Ayurveda and Urban Salon division, Micro Investors.

8. CHANGE OF NAME OF THE COMPANY

The Board of Directors of Company at its meeting held on November 27, 2023 approved to change the name of the Company from âSheetal Diamonds Limitedâ to âRajnish Retail Limitedâ subject to the approval of the regulatory authorities and the members of the Company.

The members of the Company approved the name change of the Company via postal ballot on January 29, 2024. The Registrar of Companies vide certificate dated 27^th February, 2024 approved change in name of the Company âSheetal Diamonds Limitedâ to âRajnish Retail Limitedâ. Subsequently, the name of the Company was changed with BSE Limited on 27^th March, 2024.

The website of the Company pursuant to change of name is changed from www.sheetaldiamonds.com to www.rainishretail.com.

9. CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement is part of the Annual Report.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment.

a. Energy conservation measures taken by the company

â¢ The steps taken or impact on conservation of energy: N.A.

â¢ The steps taken by the Company for utilizing alternate sources of energy: N.A.

â¢ The capital investment on energy conservation equipment: N.A.

b. Technology Absorption

â¢ The efforts made towards technology absorption:

â¢ The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

â¢ In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

i. The details of technology imported: N.A.

ii. The year of import: N.A.

iii. Whether the technology been fully absorbed: N.A.

iv. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

â¢ The expenditure incurred on Research and Development: N.A.

c. Foreign exchange earnings and Outgo

â¢ The Foreign Exchange earned in terms of actual inflows during the year: NIL

â¢ the Foreign Exchange outgo during the year in terms of actual outflows: NIL

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has made investments worth Rs.10 Crore falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions are being reported in Form AOC-2 i.e. Annexure A in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-2024: www.rajnishretail.com

18. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review, 11 (eleven) meetings of the Board of Directors were held on May 20th, 2023; May 27, 2023; August 14, 2023; October 05, 2023; October 13, 2023; November 10, 2023; November 27th, 2023; December 01, 2023; December 27, 2023;December 28th, 2023, January 19, 2024. The intervening gap between two Board Meetings did not exceed 120 days.

During the year under review, Annual General Meeting of the Company was held on November 09, 2023 after obtaining extension for a period of 3 months from Registrar of Companies, Mumbai and an Extra-ordinary General Meeting of the Company was held on June 17, 2023.

During the year under review, Postal Ballot activity was also conducted and the resolutions proposed were passed on January 29, 2024.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to any material departures, if any;

b) The Directors had 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 at the end of the financial year and of the profit and loss of the Company for the year under review;

d) The annual accounts for the financial year ended March 31, 2024 had been prepared on a âgoing concern'' basis;

e) 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;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

20. DEPOSITS

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure B to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Companyâs website at www.rajnishretail.com.

22. BOARD OF DIRECTORS

Pursuant to open offer there was change in Control and management of the Company and subsequent appointments and resignations took place in the Board of the Company. Following is the revised Composition of the Board and the Committees as approved by the Board of Directors at their meeting held on October 05, 2023:

Sr.
No.	DIN	Name	Designation
1	07192704	Rajnishkumar S Singh (appointed w.e.f. October 05, 2024)	Chairman & Non-Executive Director
2	10149103	Apra Sharma (appointedw.e.f. October 05, 2024)	Non-Executive Independent Director
3	06925922	Lovish Kataria (appointed w.e.f. October 05, 2024)	Non-Executive Independent Director
4	10080402	Renu Kaur (appointedw.e.f. October 05, 2024)	Non-Executive Independent women Director
5	10337012	Vijay Kumar Chopra (appointed w.e.f. October 05, 2024)	Executive Director and Chief Financial Officer
6	06473991	Anand Kumar Jain (appointed w.e.f. April 04, 2024)	Whole-time Director

The Members are also informed about the following changes in Board, during the year under review:

1. Mr. Vinod Shah (DIN: 01859634) tendered his resignation as Chairman, Managing Director & Compliance Officer of the Company with effect from close of Business hours of 09th October, 2023.

2. Mr. Pankaj Vinod Shah (DIN: 03579870) tendered his resignation as a Non-Executive Independent Director of the Company with effect from close of Business hours of October 05th, 2023.

3. Mrs. Neeta Pankaj Shah (DIN: 07144690J) tendered her resignation as Non-Executive Independent Director of the Company with effect from close of Business hours of October 05th, 2023.

Mr. Rajnishkumar S. Singh (DIN: 07192704) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment The members are also informed about the following changes that took place in Key Managerial Personnel during the year under review:

1. Mr. Jaideep Shrimankar Agarwal tendered his resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f., 15^th August, 2023 due to personal reasons.

2. Mr. Krunalkumar Mahendrakumar Shah resigned from the position of Chief Financial Officer of the Company with effect from close of Business hours of October 05th, 2023.

3. Ms. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. October 13^th, 2023.

23. COMMITTEES OF THE BOARD AND ITS COMPOSITION

Pursuant to change in control and management of the Company, the Board of Directors of the Company at its Board meeting held on October 05, 2023 reconstituted the Committees of the Board.

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, following are the Committees of the Board along with its Composition:

A. AUDIT COMMITTEE

The Audit Committee comprises of the following:

Audit Committee
Sr. No.	DIN	Name	Designation	Category	Date Of '' Appointment
1	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur	Non-Executive - Independent Director	Member	05-10-2023

The Audit Committee has taken note of the utilization of issue proceeds which was raised through preferential issue and there is no deviation/variation in utilization of funds for which it was raised. The details of utilization of issue proceeds amounting to Rs. 43, 80, 93,420 as taken note by the

Audit Committee are as fo!1ows_:

Sr.	Particulars	Proposed Proceeds	Proceeds Utilized
No.
1.	Supporting the cash flow requirements for any new Business of the Company	11,13,75,000	10,55,00,000
2.	Financial Resource Needs for Liquidity Demands and Capital Outlays	11,13,75,000	58,75,000
3.	Expansion of Business of the Company / Company Expansion Strategies	49,71,00,000	37,21,00,000
4.	Working capital requirements as envisaged by the Company as outlined in the Business		10,00,00,000
5.	General Corporate Purpose		2,50,00,000

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and remuneration committee comprises of the following:

Nomination and remuneration committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur	Non-Executive - Independent Director	Member	05-10-2023

C. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee comprises of the following:

Stakeholders Relationship Committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur	Non-Executive - Independent Director	Member	05-10-2023

24. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

25. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors.

26. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members of the Company at its 29th Annual General Meeting held on November 09, 2023 approved the appointment of M/s C.P. Jaria & Co., Chartered Accountants (Firm RegistrationNo.104058W) as Statutory Auditors of the Company for a period of Five (5) consecutive years, till the conclusion of the 34th Annual General Meeting to be held in the year 2028.

27. SECRETARIAL AUDITORS

The Board of Directors of the Company appointed HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 20232024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No. MR. 3 for the FY 2023-24 is annexed herewith and forms part of this report as Annexure C. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

28. INTERNAL AUDITORS

The Company appointed M/s. Shweta Goel & Co, Chartered Accountants, Internal Auditor of the Company for the financial year 2023-24 at its Board Meeting held on December 28, 2023.

29. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexure D.

32. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

33. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.rajnishretail.com.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially or otherwise.

34. REPORTING OF FRAUD BY AUDITORS

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and SEBI Listing Regulations, 2015 the performance evaluation the Board as a whole, its Committees and Individual Directors including Executive Director, Non-Executive Director and Independent Director was conducted based on the criteria and framework adopted by the Board. The Board takes note of the evaluation process results as collated by the Nomination & Remuneration Committee of the Company

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

The following material changes (which are not covered elsewhere in this directorâs report) took place during the year under review:

A. Purchase of equity shares of the Company, and subsequently through open offer:

â¢ A Share Purchase Agreement was executed between Mr. Vinod Trikamlal Shah, the then promoters of the Company and Mr. Rajnishkumar Singh dated Saturday 20th May, 2023. Mr. Rajnishkumar Singh also executed a Share Subscription Agreement with the Company dated Saturday 20th May, 2023, which inter alia contained the terms and conditions of the issue and allotment of the Subscription Shares.

â¢ An open offer was made by Mr. Rajnishkumar Singh on June 01, 2023 for acquisition of up to 58,50,000 (Fifty-Eight Lakh Fifty Thousand) Equity Shares of the Company and M/s. Swaraj Shares and Securities Private Limited, were appointed as the Manager to the Offer. During the financial year, total of 58, 50,000 (Fifty-Eight Lakh Fifty Thousand) Equity Shares were acquired through open offer made Mr. Rajnishkumar Singh.

B. Details of AGM held on 9^th November, 2023:

The following matters were approved by the shareholder at the AGM:

â¢ Appointment of M/s C.P. Jaria & Co., Chartered Accountants (Firm Registration No.104058W) as Statutory Auditors of the Company.

â¢ Alteration of the main object clause of the MOA and amendment of incidental or ancillary objects clause of the MOA.

â¢ Approval for creating charges, mortgages, hypothecation on the movable and immovable properties of the company under section 180 (1) (a) of Companies Act, 2013.

â¢ Approval for increase in borrowing limits in excess of limits specified under section 180 (1) (c) of companies act 70 13

â¢ To make investment, give loans, guarantee and provide securities under section 186 of the Companies Act, 2013.

The following material events took place between the end of the Financial Year to which the Financial Statements relate and the date of this report:

A. Details of shareholdersâ approval via postal ballot dated 30^th June, 2024:

â¢ Approved offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at an issue price of f Rs. 96 (Rupees Ninety-Six) to promoters and/or non-promoters through preferential issue. The Company filed in-principle application on May 31, 2023 for issue of warrants and the same has been received by the Company via letter dated 22^nd August, 2024.

â¢ Approved the transactions/arrangements/contracts with the Companyâs related parties as per the limits specified.

â¢ Approved sub-division / split of 1 (one) equity share of Face Value of INR 5/-(Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/-(Indian Rupee One Only) and consequential alteration of the Capital Clause i.e., Clause V of the Companyâs Memorandum of Association of the Company. The record date for the sub-division of equity shares shall be decided by the Board and will be intimated at a later date.

B. Reclassification of category of existing Promoter and members of the Promoter Group of the Company into Non Promoter:

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under review, no significant material orders has been passed by the Regulators or Courts or Tribunals which would impact the going status of the Company and its future operations.

34. DETAILS OF FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

35. CORPORATE GOVERNANCE

As the paid-up equity share capital and net worth of the Company were below the limits specified in Regulation 15 of the Securities and Exchange Board of Indian (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company was not required to furnish a report on corporate governance for the financial year 2023-24 and therefore the same does not form part of this Report. The provisions of Corporate Governance shall be applicable to the Company from financial year 2024-2025 due to increase in limits as specified in Regulation 15 of the Securities and Exchange Board of Indian (Listing Obligations and Disclosure Requirements), Regulations, 2015.

36. OTHER DISCLOSURES

37. POLICIES

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

39. ENHANCING SHAREHOLDER VALUE

40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net Profit less than Rupees Five Crore.

41. ACKNOWLEDGEMENTS

By order of the Board For, Rajnish Retail Limited

Sd/-

Mr. Rajnishkumar S. Singh Chairman & Non- Executive Director DIN: 07192704

Date: 27.08.2024 Place: Mumbai

Mar 31, 2023

DIRECTORS'' REPORT

To,

The Members,

Your Directors presents their 29^th Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2023.

1. STATE OF COMPANY''S AFFAIRS:

Your Company is in the business of Trading of Diamond & Diamond Jewellery in India &
worldwide.

2. FINANCIAL PERFORMANCE:

PARTICULARS	Standalone
	As on 31.03.2023	As on 31.03.2022
Total Income earned	3,22,58,505	21,91,34,938
Less: Total Expenditure incurred	(3,55,07,951)	(22,06,56,609)
Profit/(Loss) before Tax	(32,49,445)	(15,21,671)
Add/Less: Provision for Deferred tax	(2,07,460)	39,664
Profit/(Loss) after Tax	(30,41,985)	(15,61,335)
Add: Previous year''s profit brought forward	(1,59,23,724)	(1,43,62,389)
Balance profit carried forward	(1,89,65,709)	(1,59,23,724)

During the year under review, the Company has made an operating loss before tax of rupees
(32,49,445)(Thirty-Two lakhs Forty nine thousand four hundred forty five rupees) against previous
year an operating loss before tax of rupees (15,21,671) (Fifteen lakhs twenty-one thousand six
hundred and seventy one rupees only).

3. DIVIDEND AND BOOK CLOSURE

Your director has assessed the ongoing financial condition of company or keeping the
growth prospect of the business, board has decided not to recommend any dividend for
period under review and internal accrual will be part of retained earnings.

The register of members and share transfer books will remain close from Friday 3rd
November, 2023 to Thursday 9th, November, 2023at 5.00 p.m (both days inclusive) for the
29^th Annual General Meeting of the Company scheduled to be convened on Thursday,
9th, November, 2023 at 03.00 PM at through video conferencing or other audio-visual
means.

4. FINANCIAL SITUATION
Reserves & Surplus

As at March 31, 2023, Reserves and Surplus amounted to Rs.(1,89,65,709) as compared to
Rs. (1,59,24,000) of previous year. The loss of the Company is Increased Hence Reserve is
Adversely Affected.

Long Term Borrowings

The Company has taken secured Loan of Rs. 2, 69,477 as Long term.

Short Term Borrowings

The Company does not taken any unsecured or Secured Loan as Short term.

Fixed Asset

Net Fixed Assets as at March 31, 2023 have Increased to Rs. 39,96,583 as compared to Rs.
80,46,000 in the previous year.

Investments

Company not made any investment in the current period under review.

SHARES CAPITAL
Authorised Capital

The current Authorised Share Capital of the company is Rs. 12,00,00,000/- (Twelve Crores
Only) divided into 2,40,00,000 (Two Crore Forty Lacs) Equity Shares of Rs. 5/-- (Rupees Five
only).

Equity Shares

The paid-up Equity share capital of the Company as on March 31, 2023 was Rs. 5,00,00,000/-
(Rupees Five Crores) comprising of 100,00,000 (Rupees One Hundred Lacs) equity shares of
Rs. 5/- each.

5. CHANGES IN SHARE CAPITAL

During the year there is no change in share capital of the Company.

However, as on December 09, 2021 Company Reclassified their Authorised Capital from
60,00,000 Equity Share of Rs. 10/- each to 1,20,00,000 Equity Shares Rs. 5/- each.

6. CASH FLOW STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of
the financial statements and Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiaries as on 31st March, 2022 and hence not required
to publish Consolidated Financial Statements

7. MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and when
required. During the year, the Board of Directors met 4 times i.e. on May 28^th 2022, August
12^th 2022, November 14^th 20222, & February 14^th 2023. The dates of Board Meetings were
generally decided in advance with adequate notice to all Board Members.

8. CHANE IN MANAGEMENT AND CONTROL

In view of the change in Control & Management of the Company and subsequent to appointments
and resignation of Directors in the Board of the Company, following is the revised Composition of the
Board as on the date of this report who will be regularized in the ensuing annual general meeting:

Sr No.	Name of the Directors	Designation	DIN	Status
1	Rajnishkumar Singh	Chairman & Additional Non-Executive Director	07192704	Promoter / Chairman
2	Apra Sharma	Additional Non-Executive Independent women	10149103	Independent

		Director
3	Lovish Kataria	Additional Non-Executive Independent Director	06925922	Independent
4	Renu Kaur	Additional Non-Executive Independent Director	10080402	Independent
5	Vijay Kumar Chopra	Chief Executive officer & Executive Director	10337012	Executive

During the period under review, pursuant to Section 149(7) of the Companies Act, 2013, the
Company has received declarations from Mr. Pankaj Shah and Mrs. Nita P. Shah Independent
Directors confirming that they meet the criteria of independence as specified in Section 149(6) of
the Act.

Due to Change in management and control of the Company following appointment & resignation of
Directors and Key Managerial Personnel took place:

1. Mr. Jaideep Shrimankar Agarwal has resigned from the post of Company Secretary and
Compliance Officer of Sheetal Diamonds Limited w.e.f., 15^th August, 2023 and his place Ms. CS
Jaya Lahoti is appointed on 13^th October, 2023 as Company Secretary & Compliance Officer of
the Company.

2. Appointed Mr. Rajnishkumar S Singh [DIN:07192704) as a Chairman & Additional NonÂ¬
Executive Director of the Company

3. Appointed Mr. Lovish Kataria (DIN: 06925922) as Additional Non-Executive Independent
Director of the Company.

4. Appointed Mrs. Apra Sharma (Din: 10149103) as Additional Non-Executive Women
Independent Director of the Company:

5. Appointed Ms. Renu Kaur (DIN: 10080402) as Additional Non-Executive Independent
Director of the Company.

6. Appointed Mr. Vijay Kumar Chopra as Chief Financial Officer and Executive Director of the
Company.

7. Resignation of Mr. Vinod Shah (DIN: 01859634) as Chairman, Managing Director &
Compliance Officer of the Company.

8. Resignation of Mr. Pankaj Vinod Shah (DIN: 03579870) as the Non-Executive Independent
Director of Company

9. Resignation of Mrs. Neeta Pankaj Shah (DIN: 07144690) as A Non-Executive Independent
Director of Company

10. Resignation of Mr. Krunalkumar Mahendrakumar Shah (PAN: AZFPS7406Q) As A Chief
Financial Officer of Company

The declaration as required under Section 149 subsection 7 of Companies Act, 2013 and rules made
there under, has received from all the independent directors who was appointed subsequently, in
the Board meeting conducted on 05^th October, 2023 confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act.

9. REGISTERED OFFICE OF THE COMPANY:

The registered office of the Company is shifted within the same City from BW - 2030, Bharat
Diamond Bourse, BKC, Bandra East, Mumbai City- 400051 to 23, Floor-11, 3 Navjeevan Society Dr.
Dadasaheb Bhadkamkar Marg, Mumbai Central Mumbai, 400008 w.e.f. Thursday, October 05th,
2023.

10. ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM AND ARTICLES OF
ASSOCIATION:

During the year under review, Due to change in management and control of the Company, Board has
passed Board resolution in the Board meeting held on 05^th October, 2023 for Change in Main object
clause of the Memorandum and articles of association which in subject to approval in ensuing
general meeting.

11. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION PURSUANT TO
SECTION 178(3) OF THE COMPANIES ACT, 2013

The Board of Directors of your Company in consultation with Nomination and Remuneration
Committee had formulated and adopted Code for Independent Directors and which contains policy
on director''s appointment and remuneration including criteria for determining qualification,
positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the
policy prescribed under the code of independent directors and provisions of section 178(3) of the
Companies Act, 2013.

12. AUDITORS:

M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) were appointed as Statutory
Auditors of the Company for the Financial Year 2018- 2023 till the conclusion of Annual general

meeting to be held in the year 2023. Accordingly, the office of M/s. A.T. Jain & Co. Chartered
Accountants (FRN: 103886W) as Statutory Auditors of the Company expires in this annual
general meeting. Also, M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) have shown
their unwillingness for further appointment as Statutory Auditors of the Company.

Accordingly, the board based on the recommendation of Audit Committee, the Board of Directors
have recommended appointment of M/s C.P. Jaria & Co. (FRN: 104058W) as Statutory Auditors of
the Company, for a period of Five (5) years from the conclusion of the 29^th Annual General Meeting
till the conclusion of 34th Annual General Meeting to be held in the year 2028, subject to the
approval of shareholders of the Company in ensuing Annual General Meeting.

13. COMMITTEES OF THE BOARD:

The Company''s Board has the following committees:

(1) Audit Committee.

(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).

(3) Nomination and remuneration Committee.

(4) Independent Directors Committee

14. AUDIT COMMITTEE

During the year, the Company had an Independent Audit Committee comprising of 2 (Two)
Independent Directors and 1 (one) Managing Director. Mr. Vinod Trikamlal Shah, Mr. Pankaj Vinod
Shah and Mrs. Nita Pankaj Shah, Independent Director of the Company are Members of the
Committee. All the members of the Audit Committee are financially literate. In view of their
professional qualification and experience in finance, all are considered to have financial
management and accounting related expertise. Terms of reference of the Audit committee are
elaborated in the Corporate Governance report which forms the part of this Annual Report.

In view of the change in Control and subsequent to appointments and resignation of Directors in the
Board of the Company, following is the revised Composition of the Audit Committee shall be as
follows:

Sr No.	Names Directors	Designation	DIN	Status
1	Apra Sharma	Additional Non-Executive Independent women Director	10149103	Chairman
2	Lovish Kataria	Additional Non-Executive Independent Director	06925922	Independent
3	Renu Kaur	Additional Non-Executive Independent Director	10080402	Independent

15. EVALUATION OF PERFORMANCE OF BOARD

During the year a held Independent Directors discussed and reviewed the self assessment of

Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow

of information between the Management and the Board in their meeting.

16. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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 at the end of the financial year 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 in accordance with the provisions of this Act 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, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating

17. CORPORATE GOVERNANCE:

As the paid-up equity share capital and net worth of the Company are below the limits
specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish
a report on corporate governance and therefore the same does not form part of this Report.

18. LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE
COMPANY.

The Company has not given any Loans, Guarantees or provided security or made
investments to/in any other company during the financial year under review.

19. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A
PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH
CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that may have a
potential conflict with interests of the Company, all transactions with related parties were in
the normal course of business. On recommendation of Audit Committee the Board ratifies all
the related party transactions on quarterly basis. The details of the transaction is annexed
herewith as ''Annexure- I'' in the prescribed form AOC-2.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,
1988.

(1) Conservation of energy: -

â¢ The steps taken or impact on conservation of energy:

N.A.

â¢ The steps taken by the Company for utilizing alternate sources of energy:

N.A.

â¢ The capital investment on energy conservation equipment:

N.A.

(2) Technology absorption:

â¢ The efforts made towards technology absorption:

N.A

â¢ The benefits derived like product improvement, cost reduction product development

or import substitution: N.A

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

i) The details of technology imported: N.A

ii) The year of import: N.A

iii) Whether the technology been fully absorbed. N.A.

â¢ If not fully absorbed, areas where absorption has not taken place and the reasons

thereof; and: N.A.

â¢ The expenditure incurred on Research and Development.

N.A.

(3) Foreign exchange earnings and Outgo

â¢ The Foreign Exchange earned in terms of actual inflows during the year

NIL

â¢ the Foreign Exchange outgo during the year in terms of actual outflows

NIL

Since the Company does not own any manufacturing facility or unit, hence disclosures in this regard
not required. The particulars with respect to conservation of energy, technology absorption being
not relevant, have not been given.

21. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There were no material changes and commitments has been done my management affecting the
financial position of the Company between the end of the financial year of the company to which the
financial statements relates and the date of the report.

22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There are no material events during the financial year.

However, during the period from the end of the financial year, the Company''s existing promoters
have executed a Share Purchase Agreement (âSPAâ) with Mr. Rajnish kumar Singh (Proposed
Promoter/Investor) dated Saturday 20th May, 2023. Mr. Rajnish kumar Singh has also executed a
Share Subscription Agreement (âSSAâ) with the Company dated Saturday 20th May, 2023, which
inter alia contains the terms and conditions of the issue and allotment of the Subscription Shares.

Pursuant to the Share Subscription Agreement, the Board has approved preferential Issue of
1,25,00,0000 (One Crore Twenty-Five Lakhs) Equity shares of Rs.5/- (Indian Rupee Five Only) face
value (âSharesâ) at an issue price of Rs. 9/- per share (Indian Rupees Nine Only) for a consideration
at cash not exceeding an aggregate amount of Rs. 11,25,00,000/- (Rupees Eleven Crore Twenty-Five
Lakhs Only).

The said preferential issue requires prior approval of shareholders. Accordingly, the company shall
hold Extra-ordinary general meeting of shareholders of the Company on 17th June, 2023 to approve
the said preferential issue. Execution of the definitive agreement (i.e., the âSPAâ and âSSAâ
(âDefinitive Agreementâ) has triggered an obligation on the investor to make an open offer to the
equity shareholders of the Company in terms of applicable regulations of SEBI (Substantial
Acquisitions of Shares and Takeovers) Regulations, 2011 (âOpen Offerâ).

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company as at March 31, 2022 is uploaded on the website of the Company and can be accessed
at https://www.sheetaldiamonds.com.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is
suffering losses since last three consecutive years; hence disclosure in this regard is not provided.

25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent
manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The directors are committed to comply with the laws and regulations to which it is subject. For this,
it has put in place systems, policies and procedures to interpret and apply these laws and regulations
in the organizational environment. In consonance with the object of transparency and good
governance, the board of directors of the company formulated and adopted âWhistle Blower Policy
and Vigil Mechanismâ

The organization''s internal controls and operating procedures are intended to det ect and prevent
improper activities. In this regard, the Company believes in developing a culture where it is safe for
all the Directors/Employees to raise concerns about any poor or unacceptable practice and any
event of misconduct. These help to strengthen and promote ethical practices and ethical treatment
of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the group
which have a negative bearing on the organization either financially or otherwise.

26. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION (SECTION 197(12)

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013
read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel)
rules, 2014 are provided in ''Annexure-II'' to the Board''s Report.

27. MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Annual Report.

pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of
directors do hereby declare that:

(i) No any employee throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than sixty lakh rupees;

(ii) No any employee for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No any employee throughout the financial year or part thereof, was in receipt of remuneration
in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the managing director or whole-time director or manager and holds
by himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company.

28. SUBSIDIARY COMPANIES

The Company has no subsidiary companies and hence, company no need to make disclosure of
contracts or arrangements or transactions not at arm''s length basis.

29. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual
Report.

30. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr.
Shravan. A. Gupta Practicing Company Secretary was appointed to conduct the secretarial audit of
our company for FY 2022-23. The Secretarial Audit report is given separately under Annexure III.

31. HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of
Human Resource practices to business priorities and objectives. The Company has a dedicated team
of employees at various locations across our corporate office and branch offices (including
Subsidiary companies) spread across the country. The Company strives to inculcate the culture
where its employees are motivated and their performance is aligned with values. Company has
achieved this present level of excellence through the commitment and dedication exhibited by its
employees. The focus on improving productivity and adoption of best practices in every area are
being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and
ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives
and interventions.

32. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal Financial Control
Policy in order to maintain confidentiality of price sensitive information and internal financial
control.

33. RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and
minimization procedures and periodical review to ensure that executive management controls risk
through means of a properly identified framework. Risk management is an ongoing process and the
Audit Committee will periodically review risk mitigation measures. The Board of Directors has not
constituted a Risk Management Committee as is not mandatory to the company vide circular bearing
number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and
evaluate the risk management system of the Company so that the management controls the risks
through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as
may be applicable to their respective areas of functioning and report to the Board and Audit
Committee.

34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes. The policy on Company''s familiarization programme for Independent Directors is posted
on Company''s website at www.sheetaldiamonds.com.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year there is no Company which have become or ceased to be subsidiaries, joint ventures
or associate company.

36. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal business
transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are
reviewed periodically by the Board and are updated based on the need and compliance as per the
applicable laws and rules and amended from time to time. The policies are available on the website
of the Company at www.sheetaldiamonds.com.

37. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN FUTURE

The Company submitted draft letter offer to SEBI on Thursday, June 01, 2023 for their comments
and approval regarding open offer and the same has received to the Company on Friday, August 11,
2023. Apart from this, there were no significant and material orders passed by the regulators and/or
courts or tribunals during the year.

39. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Act, details of which needs to be mentioned in this Report.

40. PUBLIC DEPOSITS

During the period under review, the Company has neither accepted nor invited any Public deposits
and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI
during the financial year 2022-23.

42. REPORTING OF FRAUDS BY AUDITORS

43. POLICY FOR SEXUAL HARRASMENT

The Company has formed the Sexual harassment Committee and no casualty or complaint lodged
against anybody.

44. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory,
Government authorities and Stock Exchanges for their continued support and cooperation. The
Directors also wish to place on record their appreciation of the contribution made by the business
partners / associates at all levels.

ON BEHALF OF THE BOARD
FOR SHEETAL DIAMONDS LIMITEDSD/-MR. RAJNISHKUMAR SINGHCHAIRMAN & ADDITIONAL NON-EXECUTIVE DIRECTOR

DIN:07192704

PLACE: MUMBAIDATE: 13^TH OCTOBER, 2023

Mar 31, 2014

Dear Members,

The Director has pleasure in presenting the 20th Annual Report and the audited statement of accounts for the year ended 31st March, 2014

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.3.2014 31.3.2013 Amount in Rs. Amount in Rs.

Sales & Other Income 28,20,93,714 43,44,67,488

Total Expenditure 28,20,77745 43,79,72,113

Profit / (Loss) before Taxation 15,969 -35,04,625

Provision for Taxation 4,000 35,000

Prior Period Expenses - -

Profit / (Loss) after taxation 11,969 -35,39,625

APPROPRIATIONS:

Interim Dividend - -

Proposed Dividend - -

Balance carried to Balance Sheet 11,969 -35,39,625

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 2820.93 Lacs compared to Rs. 4344,67 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 (erstwhile - 1956), Mr. Vinod Trikamlal Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

Mr. Vinod Trikamlal Shah having immense experience in business and marketing. The Notice has been received from a members signifying his intention to propose his appointment as a Director. The Board of Directors feels that his experience and knowledge would be benefit and value to the Company and therefore his appointment is recommended.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Hardik H. Shah & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) 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 of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable.

Foreign Exchange earned : Rs 20,67,978/- (Previous year.Rs. 9,30,987/-)

Foreign Exchange used : Rs NIL (Previous year Rs. Nil)

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s M/s Hardik H. Shah & Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their willingness to continue as Statutory Auditor of the Company for the financial year 2013-14. The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/- Vinod T. Shah Managing Director Place : Mumbai Date : 27th May, 2014

Mar 31, 2013

To, The Members,

The Director has pleasure in presenting the 19th Annual Report and the audited statement of accounts for the year ended 31st March, 2013

Amount in Rs. FINANCIAL RESULTS Year ended Year ended 31.3.2013 31.3.2012

Sales & Other Income 43,44,67,488 1,37,61,910

Total Expenditure 43,79,72,113 1,36,05,763

Profit / (Loss) before Taxation -35,04,625 1,56,147

Provision for Taxation 35,000 54,000

Prior Period Expenses

Profit / (Loss) after taxation -35,39,625 1,02,147

APPROPRIATIONS: Interim Dividend

Proposed Dividend

Balance carried to Balance Sheet -35,39,625 1,02,147

DIVIDEND:

hi view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 4331.58 Lacs compared to Rs. 127.38 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Pankaj V. Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annua] Report is annexed.

A certificate of the auditors of the Company, Hardik H. Shah & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) 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 of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable, Foreign Exchange earned : Rs. 9,30,987/- (Previous year.Rs. 3,51,047/-) Foreign Exchange used : NIL (Previous year Rs. 1,87,057)

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s M/s Hardik H. Shah & Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their ''willingness to continue as Statutory Auditor of the Company for the financial year 2013-14.The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors Sd/-

Vinod T. Shah

Managing Director

Place : Mumbai

Date : 30th May, 2013

Mar 31, 2010

The Director has pleasure in presenting the 16th Annual Report and the audited statement of accounts for the year ended 31st March, 2010

FINANCIAL RESULTS Year ended Year ended

31.3.2010 31.3.2009

Sales & Other Income 37,12,507 82,57,668

Total Expenditure 37,37,523 83,60,661

Profit / (Loss) before Taxation 25,016 (1,02,995)

Provision for Taxation -- --

Prior Period Expenses -- --

Profit / (Loss) after taxation 25,016 (1,02,995)

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet 25,016 (1,02,995)

DIVIDEND:

In view of the carried forward loss during the year, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your companys sales were Rs. 37.12 Lacs compared to Rs. 82.58 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Mr Vinod T Shah is liable to retire by rotation and being eligible offers himself for re-appointment. Mr Rashmikant H Shah resigned as director of the Company. The directors have placed on record the appreciation of services rendered by him during his association with company.

Mr. Ajaya M.parekh was appointed as an additional director of the Company by the Board of Directors on 4th December, 2009 pursuant to section 260 of the Companies Act, 1956 and he holds office of the director until the date of the ensuing annual general meeting. The necessary resolution for his appointment is proposed in the notice convening the ensuing annual general meeting.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Kamlesh B Mehta & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2010,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) 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 of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable.

Foreign Exchange earned : Nil

Foreign Exchange used : Nil

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The Company Auditors M/s. Kamlesh B. Mehta & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them auditors and to fix their remuneration.

ACKNOWLEDGMENT:

Your Directors wish to thanks Companys Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/-

Place: Mumbai

Dated : 4th September, 2010. ManagingDirector

Mar 31, 2009

The Director has pleasure in presenting the 15th Annual Report and the audited statement of accounts for the year ended 31st March, 2009

FINANCIAL RESULTS Year ended Year ended 31.3.2009 31.3.2008

Sales & Other Income 82,57,668 18,55,140

Total Expenditure 83,60,661 18,27,952

Profit/(Loss) before Taxation (1,02,995) 66,017

Provision for Taxation -- 25,000

Prior Period Expenses -- -- Profit/(Loss) after taxation (1,02,995) 41,017 %

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet (1,02,995) 41,017

DIVIDEND:

In view of loss during the year, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your companys sales were Rs. 82.58 Lacs compared to Rs. 18.55 Lacs in the previous year.

DIRECTOR:

In accordance with the provisions of the Companies Act, 1956, Mr. Rashmikant Shah is liable to retire by rotation and eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2009,fhe applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) 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 under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

ENERGY CONSERVATION:

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956-read with the Companies (Disclosure of particulars in the report of Board) Rules,1988 are not applicable as the Technology for processing of diamonds in indigenous.

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The Company Auditors M/s. Kamlesh B. Mehta & Co., Chartered Accountants retires at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT:

As far as the notes by the Auditor in their report are concerned, they are self- explanatory and hence require no further explanation.

ACKNOWLEDGMENT:

Your Directors wish to thanks Companys Bankers, and Auditors for the co-operation extended to us.

By Order of the Board

Sd/- Sd/-

Place: Mumbai Niranjan P.Vyas Vinod T. Shah

Dated: 10th August, 2009. Managing Director Director

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