Directors Report of Renaissance Global Ltd.

Mar 31, 2025

The Directors take great pleasure in presenting the 36^th report on the business and operations of your Company along with the
Annual Report and Audited Financial Statements for the Financial Year 2024-25.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of ?852.01 million, as compared to PBT of ? 854.03 million in the previous year.
Highlights of the financial performance (Consolidated) are as follows:

Consolidated	F.Y. 2024-25	F.Y. 2023-24
Total Income	20,890.72	21,169.53
Gross Profit	6,749.60	6,489.18
PBID	1,674.18	1,675.09
Less: Interest	520.61	518.87
Less: Depreciation	301.56	302.19
PBT	852.01	854.03
Provision for Tax	115.13	118.03
PAT	736.88	736.00

The consolidated revenue from operations of the Company for the year ended March 31, 2025 was ? 20,809.8 million (P.Y. ? 21,071.1
million), a decrease of 1.2% on a year-on-year basis. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) down by

0.1% to ?1,674.2 million (P.Y. ?1,675.1 million). Profit After Tax (PAT) was ?736.9 million (P.Y. ?736 million) up by 0.1 % on year-on-year
basis. The detailed analysis of the Company''s business is given in the Management''s Discussion and Analysis Report that forms part
of this Annual Report.

Your Company earned a Profit Before Tax (PBT) of ? 343.81 million, as compared to PBT of ? 273.86 million in the previous year.
Highlights of the financial performance (Standalone) are as follows:

	F.Y. 2024-25	F.Y. 2023-24
Total Income	14,721.01	13,960.77
Gross Profit	3,239.32	2,927.39
PBID	883.38	692.35
Less: Interest	303.61	294.20
Less: Depreciation	135.97	124.30
PBT	343.81	273.86
Provision for Tax	74.60	66.72
PAT	269.21	207.14

The standalone revenue from operations of the Company for the year ended March 31, 2025 stood at ?14,676.35 million (P.Y.
?13,909.91 million), an increase of 5.5% on a year-on-year basis. Profit Before Interest, Depreciation and Tax (PBIDT) increased by
27.6% to ?883.38 million (P.Y. ?692.35 million). Profit Before Tax (PBT) was ?343.81 million (P.Y. ?273.86 million), registering a growth of
25.5% on a year-on-year basis. Profit After Tax (PAT) stood at ?269.21 million (P.Y. ?207.14 million), higher by 30.0% over the previous
year. The detailed analysis of the Company''s business is given in the Management''s Discussion and Analysis Report that forms part
of this Annual Report.

DIVIDEND

In view of uncertain global economic & geo-political scenario due to tariffs in the US market which is a key market for the Company,
the Board of Directors has not recommended any dividend on Equity Shares for the financial year 2024-25.

TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to General Reserve Account.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is
presented in a separate section forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial
year 2024-25 and till the date of this report.

FURTHER INVESTMENT IN SUBSIDIARIES

During the financial year under review, the Company has raised funds through RGL Preferential Issue 2024. In accordance with the
objects of the said preferential issue, the Company has made further investment in of 54.5 crores in share capital of RD2C Ventures
Inc, USA and ~? 60 crores in share capital of Verigold Jewelery FZCO.

In line with the stated objectives of the issue, the Company has subsequently made a further investment of ?115 crores in RD2C and
Verigold FZCO by acquiring share capital in these Companies.

BUYBACK BY RD2C VENTURES INC USA

During the financial year under review, RD2C Ventures Inc. ("RD2C"), a step-down subsidiary of the Company has completed buyback/
repurchase of its shares held by M/s Verigold Jewellery FZCO. As a result, Renaissance Global Limited now holds 100% of the equity
share capital of RD2C directly and hence became a wholly owned subsidiary of the Company.

STRATEGIC INVESTMENT

During the financial year under review, RD2C Ventures Inc. ("RD2C"), a wholly owned step-down subsidiary of the Company, make a
strategic investment in Jean Dousset Jewelry LLC, a US based Jewellery Company. As a result of this acquisition, Jean Dousset Jewelry
LLC became a subsidiary of RD2C and, accordingly, a step-down subsidiary of Renaissance Global Limited.

SALE OF SUBSIDIARY

During the financial year under review, M/s Verigold Jewellery FZCO had sold and transferred its entire equity stake in Renaissance
Jewellery DMCC, Dubai, a subsidiary of Verigold Jewellery FZCO and a step-down subsidiary of Renaissance Global Limited.
Consequent to sale of these stake, Renaissance Jewellery DMCC ceased to be an indirect subsidiary of the Company.

ACQUISITION OF SUBSIDIARY IN INDIA

During the financial year under review, the Company has acquired 97% of the share capital of Verigold Jewellery India Private Limited
("VJIPL") from its promoters. Pursuant to said acquisition, VJIPL has became a subsidiary of Renaissance Global Limited.

This strategic acquisition is aligned with the Company''s long-term vision to strengthen its presence in the jewellery manufacturing
and retail segment. It is expected to bring significant operational synergies and enhance the Company''s capabilities across the entire
value chain, including but not limited to, manufacturing, distribution, and retail operations.

INCORPORATION OF SUBSIDIARY IN INDIA

During the financial year under review, the Company has incorporated a wholly owned subsidiary "Renaissance Retail Limited"
in India, to carry on the business of jewellery retail through both online e-commerce jewellery website as well as through offline
jewellery stores having own retail jewellery Brands in India and/or overseas.

SUBSIDIARIES

As on signing date of this report, your Company had following direct and indirect subsidiary companies:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. Verigold Jewelery FZCO, Dubai

4. RD2C Ventures Inc, USA

5. Renaissance Retail Limited, India

6. Verigold Jewellery India Private Limited, India

Indirect (Step-down) Subsidiary Companies:

1. Jay Gems Inc., USA (Subsidiary of Renaissance Jewelry New York Inc)

2. Essar Capital LLC, USA (Subsidiary of Jay Gems Inc., USA)

3. Renaissance FMI Inc., USA (Subsidiary of RD2C Ventures Inc, USA)

4. Jean Dousset Jewelry LLC (Subsidiary of RD2C Ventures Inc, USA)

5. Verigold Jewellery LLC Dubai (erstwhile Renaissance Jewellery LLC) (Subsidiary of Verigold Jewellery FZCO, Dubai)

6. Renaissance Jewellery DMCC, Dubai (upto August 13, 2024) (Subsidiary of Verigold Jewelery FZCO)

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:

As on signing date of this Report, the Company has eleven subsidiaries including six wholly owned direct subsidiary and five step-
down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. The Consolidated
Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the
Institute of Chartered Accountants of India and forms an integral part of this Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form
AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been
attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the
Company on request.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-110 prescribed by the Institute of Chartered
Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

SHARE CAPITAL

Authorised Share Capital of the Company

As on March 31, 2025, the Authorised Share Capital of the Company is '' 98,70,00,000 ( Rupees Ninety Eight Crore Seventy Lakh Only)
divided into 44,35,00,000/- (Forty Four Crores Thirty Five Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each and 1,00,00,000 (One
Crore) 0% optionally convertible or redeemable non-cumulative preference share of '' 10/- each.

Allotment of equity shares on preferential basis

During the year under review, the Board of Director at its meeting held on December 20, 2024, had issued and allotted 1,08,99,539
(One Crore Eight Lakhs Ninety Nine Thousand Five Hundered and Thirty Nine only) equity shares of the Company having face value
of Rs. 2 each, at a price of Rs. 150.00 per equity share (including premium of Rs. 148.00), aggregating to ? 1,63,49,30,850/- (Rupees
One Hundred Sixty-Three Crore Forty-Nine Lakhs Thirty Thousand Eight Hundred Fifty Only), to the eligible allottees ("non-promoter
allottees") on preferential basis.

The Company has fully utilized the amount raised through Preferential Issue for the purpose for which it was raised. The Company
has also ensured to comply with all legal/ statutory guidelines and procedures with respect to the aforesaid Preferential Issue.

Allotment of equity shares pursuant to exercise of stock options(ESOPs)

During FY 2024-25, 1,99,500 equity shares were issued and allotted to the eligible employees of the Company pursuant to exercise of
stock options granted under RGL Employee Stock Option Scheme 2021'' (''RGL ESOP Scheme - 2021'').

After the closure of financial year under review and as on date of this report, the Company has allotted 57,500 equity shares of face value
of '' 2 each to the eligible employees of the Company pursuant to exercise of stock options granted under RGL ESOP Scheme - 2021.

Issued, subscribed and paid-up equity share capital

As on March 31, 2025, the issued, subscribed and paid-up equity share capital of our Company was '' 21,44,60,942 comprising of
10,72,30,471 equity shares of face value of '' 2 each.

As a result of above mentioned Preferential and ESOP allotments of equity shares, the issued, subscribed and paid-up share capital
as on date of this report, stands '' 21,45,75,942 (comprising 10,72,87,971 equity shares of '' 2 each .

The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

RGL- EMPLOYEES STOCK OPTION PLAN 2021 (RGL ESOP 2021)

During the financial year 2021-22, the Company had introduced and implemented the RGL Employee Stock Option Plan 2021 (''RGL
ESOP 2021'' / ''Scheme'') to create, grant, offer, issue and allot at any time in one or more tranches such number of stock options not
exceeding 5,00,000 equity shares of face value of '' 10 each, convertible into Equity Shares of the Company ("Options")

The Nomination and Remuneration Committee empowered to act as the Compensation Committee and to formulate detailed terms
and conditions of the RGL ESOP 2021 and to administer and supervise the same.

Consequent to the Sub-division / Stock split of shares, all the then outstanding options granted under the stock option plan have
been adjusted as per ratio of Sub-division / Stock split of shares.

Pursuant to Sub-division / Stock split of 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares
of face value of Rs. 2/- on July 20, 2022, the size of the RGL ESOP 2021 has been revised to 25,00,000 equity shares of face value of Rs.
2 each, convertible into Equity Shares of the Company ("Options") and accordingly exercise price has been adjusted to Rs. 110/- from
Rs. 550/- per option.

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 25,00,000 (Twenty Five Lakhs).

The maximum number of Options under RGL ESOP 2021 that may be granted to each eligible employee shall vary depending upon
the grade, however the same shall not be equal to or exceeding the number of Shares equivalent to one per cent (01%) of the Issued
Capital of the Company, per eligible Employee in any year and in aggregate.

The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination
and Remuneration Committee at its sole discretion.

Options granted under RGL ESOP 2021 would be vested as per vesting tranches after the completion of 1 (one) year from the date
of grant of such Options.

During the financial year under review, your Company has granted 3,59,562 options of equity shares of face value of '' 2 each to the
eligible employees under RGL ESOP 2021 on May 28, 2024.

After the end of financial year, your Company has granted 51,000 options of equity shares of face value of '' 2 each to the eligible
employees under RGL ESOP 2021 on June 12, 2025.

The ESOP 2021 are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the
Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations
2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same
shall be available for inspection at the Registered Office of the Company.

The applicable disclosures as on March 31, 2025, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and Rule 12 (9) of Companies (Share
Capital and Debentures) Rules, 2014, are made available on the website of the Company www.renaissanceglobal.com.

• Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of
Companies (Share Capital and Debentures) Rules, 2014.

• Issue of sweat equity shares

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share
Capital and Debentures) Rules, 2014.

LISTING

Post Preferential Issue and ESOP Allotments of equity shares, 10,72,87,971 Equity Shares of the Company are listed on the BSE
Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges
for the financial year 2025-26. The Company''s shares are compulsorily tradable in electronic form and the Company has established
connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular - Cir/ISD/3/2011, dated June 17, 2011 by
achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of Company are
traded in the normal segment of the Exchanges.

AWARDS/RECOGNITION

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been
consistently receiving recognition by various Trade Organizations and Councils, for its'' performance and achievements. After the
close of financial year under review, the Company has received GJEPC Award for being Country''s largest exporter of Silver Jewellery
for the year 2023-24.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance
requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply
with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations,
2015, along with certificates of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A
certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial
statements for the year ended March 31, 2025 was placed before the Board of Directors and the Board has noted the same.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year
ended March 31,2025 is annexed hereto.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company
is compliant of the requirement of having at least 50% of the total number of Directors as Non- Executive Directors and one lady
director on the Board of the Company.

During the Financial year under review, in view of completion of 10 years term as an independent director, Mr. Veerkumar C. Shah
Mr. Vishwas V. Mehendale, Mr. Arun P. Sathe and Mrs. Madhavi S. Pethe ceased to be an Independent Directors of the Company, in
accordance with Section 149(10) of the Companies Act 2013. The Board of Directors has placed on record its appreciation towards
outgoing Independent Directors for their contribution in the Company during their tenure.

The Board of Directors has appointed Mr. Deepak Chindarkar (DIN: 03573562), Mrs. Rupal D. Jhaveri (DIN:00910968) and Mr. Rahul
Narang (DIN:00029995) as Additional Directors designated as Non-Executive Independent Directors of the Company not liable to
retire by rotation.

The Members of the Company at their 35th Annual General Meeting held on September 12, 2024 approved the appointment of
Mr. Deepak Chindarkar (DIN: 03573562), Mrs. Rupal D. Jhaveri (DIN:00910968) and Mr. Rahul Narang (DIN:00029995) as an Non¬
Executive -Independent Directors of the Company.

During the financial year under review, based on recommendation of Nomination and remuneration Committee, the Board
of Directors, at their meeting held on December 20, 2024, approved the appointment of Mr. Darshil Shah (DIN:08030313) as the
Managing Director of the Company with effect from January 01, 2025, the shareholders of the Company, through postal Ballot,
accorded their approval for the same on February 08, 2025. In the same Board Meeting the Board also approved the change in
designation of Mr. Hitesh Shah (DIN: 00036338) from Managing Director to Non-Executive Director of the Company, liable to retire
by rotation, with effect from January 01, 2025.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sumit Shah
(DIN: 00036387), Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for reappointment.

Brief resume of the Directors proposed to be appointment /re-appointed, nature of their expertise in specific functional areas
and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated
under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice of Annual General Meeting forming part of
this Annual Report.

As on date of this Report, the Board consists of eight Directors comprising one Non-Executive Chairman and one Non-Executive
Director, four Independent Directors and Two Executive Directors. Out of four independent directors one is lady independent
director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the
Board to discharge its responsibilities and provide effective leadership to the business.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the following are whole-time Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Hitesh Shah - Managing Director (upto December 31, 2024)

2. Mr. Darshil Shah - Managing Director (w.e.f January 01, 2025)

3. Mr. Vishal Dhokar - Company Secretary & Compliance Officer

4. Mr. Dilip Joshi - Chief Financial Officer

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all new Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) and
Regulation 25 of SEBI (LODR) Regulations, 2015.

Pursuant to provision of Regulation 17A of SEBI (LODR) Regulations, 2015, none of the Non-Executive Directors serve as an Independent
Directors on the Board of more than seven listed Companies and none of the Executive Directors serve as an Independent Director
on the Board of any listed Company.

Independent directors databank registration:

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the
Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate
Affairs (IICA).

Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020, based on the experience of
more than three years as on the date of inclusion of their names in the Independent directors databank, Mr. Bijou Kurien, Mr. Deepak
Chindarkar and Mrs. Rupal Jhaveri, the Independent directors of the Company were exempted from appearing for the proficiency
self-assessment test notified under sub-section (1) of section 150 of the Act and rules made thereunder. Since Mr. Rahul Rama Narang
has recently registered himself in the databank he will be completing this test in accordance with the provisions of Section 152 of the
Companies Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of
SEBI (LODR) Regulations, 2015 the Nomination and Remuneration Committee has devised a criteria for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the
Non-Executive Directors and Executive Directors.

The Independent Directors and Non-Independent Directors at their respective meetings evaluated performance of fellow directors
based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and
achievements during the financial year under review.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a
separate meeting of Independent Directors was held on April 30, 2024 without the attendance of Non-Independent directors and
members of the management.

At this meeting the Independent Directors reviewed the performance of Non-Independent Directors including Non-Executive
Chairman and Managing Director and the Board as a whole.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business.
The details of the program and related matters are posted on the website of the Company www.renaissanceglobal.com.

NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated
by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of
Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration
policy is posted on the website of the Company www.renaissanceglobal.com.

POLICY ON DIVIDEND DISTRIBUTION

The Board of Directors has adopted Dividend Distribution Policy in terms of the requirements of Listing Regulations. The Policy is
available on the website of the Company at www.renaissanceglobal.com.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the Non-Executive Independent Directors vis-a-vis the Company during
the year under review. Also, no payment, except sitting fees, was made to any of the Non-Executive Independent Directors of the
Company. No convertible instruments are held by any of the Non-Executive Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (3) (c) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material
departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for
the year ended on that date;

c) proper and sufficient care has 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 to the best of the Directors'' knowledge and ability;

d) the annual accounts have been prepared on a ''going concern'' basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are
adequate and are operating effectively and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

AUDITORS

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the Members at the 34^th AGM held on
August 10, 2023, had reappointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No: 101720W/
W100355) as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 34^th AGM until
the conclusion of the 39^th AGM to be held in the year 2028.

M/s Chaturvedi and Shah LLP has provided their consent and a certificate of their eligibility under sections 139 and 141 of the
Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the
FY2025-26. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies
Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

AUDITORS'' REPORT

The Statutory Auditors'' Report for FY 2024-25 on the financial statement of the Company forms part of this Annual Report. The
Statutory Auditors'' report on the financial statements for FY 2024-25 does not contain any qualifications, reservations or adverse
remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to
Section 143(12) of the Act. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call
for any further comments by the Board.

INTERNAL AUDITORS

In accordance with provisions of Sections 138 of the Companies Act, 2013, M/s KKC & Associates LLP, Chartered Accountants, (Firm
Registration No. 105146W/W100621), Mumbai was Internal Auditors of the Company for conducting Internal Audit of the Company
for the Financial Year 2024-25.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines
and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective
actions taken by the Management with regard thereto.

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL AUDITOR

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co.,
Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is enclosed herewith as Annexure - I forming part
of this Director''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, pursuant to the provision of Regulation 24A of the SEBI Listing Regulations, the proposal for appointment of Secretarial
Auditors for a term of five consecutive years will be placed before the Members of the Company at the ensuing AGM for their
approval and would be forming part of the AGM Notice.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board''s report.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES
ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies
Act, 2013 is not applicable to the Company.

DIRECTORS AND OFFICERS INSURANCE (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance
(''D&O'') for all its Directors.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made
there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of

the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the
date of the Balance Sheet.

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

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 for the year ended March 31, 2025.

a) Conservation of Energy:

The Company continued energy conservation measures during the year. It has constantly monitored power usage and running
hours on day to day basis, thereby resulting in best utilization of energy. The office and industrial rooms are fitted with energy
saving technologies to preserve energy in the long term.

(i)	the steps taken or impact on conservation of energy	Air Curtains have been installed in manufacturing facilities where doors must remain open for operational purpose. The air conditioning effect is maintained by these Air Curtains, which also results in a reduced amount of electricity usage.
(ii)	the steps taken by the company for utilising alternate sources of energy	During the financial years 2023-24 and 2024-25, the Company has made significant strides towards sustainable energy practices.
		In 2023-24, more than 25% of our power consumption was sourced from solar power plants, resulting in substantial savings compared to conventional energy sources. Building on this momentum, in 2024-25, we opted for the Green Power Tariff under the ''Switch to Green'' initiative, ensuring that 63% of our total power consumption comes from renewable sources such as solar and wind mill power. These initiatives underscore our commitment to sustainability, environmental conservation, and responsible energy consumption practices.
		All of our units located in SEEPZ, Mumbai, operate on 100% renewable electricity. This milestone reflects our continued commitment to sustainable operations and reducing our environmental impact. By sourcing our entire electricity requirement from renewable energy for these facilities, we are contributing meaningfully to our organization''s broader climate goals and supporting India''s transition to a greener energy future.
(iii) the capital investment on energy conservation equipment''s		Corpus for installing air curtains and LEDs is Rs. 1,00,000/- approximately.
b)	Technology Absorption:
(i)	the efforts made towards technology absorption	The Company continuously monitors and keep track of technological up gradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	a. Enhanced productivity & reduction in production time b. Total traceability of each piece during entire manufacturing process through customized software c. Reduction in re-work & rejection in manufacturing. d. Enhancement of product spectrum e. Improvement in quality of existing products.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY)- (a) the details of technology imported; (b) the year of import; (c) whether technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place & reasons thereof; and	NA
(iv) the expenditure incurred on Research and Development	As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

c) Foreign exchange earnings and outgo:

	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	1,31,521.95	1,32,292.20
Foreign Exchange Outgo	67,133.55	69,991.75

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary
course of business and on an arm''s length basis.

Pursuant to Regulation 23(2) of SEBI (LODR) Regulations 2015, all related party transactions and subsequent material modifications are
placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions,
which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval on a quarterly basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which
could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions, material modifications and dealing with related party transactions as approved
by the Board is posted on the Company''s website www.renaissanceglobal.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by the Board. The said CSR Policy is posted on the Company''s website
www.renaissanceglobal.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare: Affordable solutions for healthcare and social welfare through improved access,
health awareness.

Educational: Access to quality education, training and skill enhancement.

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal
welfare, conservation of natural resources and protection of national heritage, art and culture and religion.

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director''s Report.

RISK MANAGEMENT

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and
control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy identifies, monitors, controls and reports
on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the
measures taken for their mitigation.

INVESTOR RELATIONS (IR)

The Company remains committed to maintaining high standards of transparency and proactive communication with its stakeholders.
It continues to strengthen its Investor Relations ("IR") function through structured engagement with both international and domestic
investors. These interactions include individual meetings, participation in investor conferences, quarterly earnings calls, and analyst
interactions conducted at regular intervals.

During the year, the management participated in several investor and analyst meetings, with a majority conducted virtually,
ensuring accessibility and efficiency in communication. These engagements are aimed at providing timely and accurate updates on
the Company''s performance, strategy, and business outlook.

All critical information pertaining to the Company is made available in a fair and transparent manner and is promptly uploaded on
the Company''s website: www.renaissancealobal.com. in compliance with applicable regulatory requirements and to facilitate
wider investor access.

The Company has designated the email-id "[email protected]". exclusively for the service of investors.

HUMAN RESOURCES

The Company''s most valuable assets are its employees, and the Company has fostered a healthy and productive work environment
that promotes excellence. Your company has implemented a scalable requirement and human resource management process,
allowing it to recruit and retain high-caliber personnel. The company continually invests in educating employees in latest cutting-
edge technologies.

PREVENTION OF SEXUAL HARASSMENT COMMITTEE

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH)
your Company has a robust mechanism in place to redress the complaints reported under this Act. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH.

The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in
the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about
prevention of Sexual Harassment at Workplace.

Following is the status of sexual harassment complaints during the financial year under review:

Sr. No. Particulars	No of Complaints
1 Number of complaints of sexual harassment received in the year	0
2 Number of complaints disposed of during the financial year	0
3 Number of complaints pending for more than 90 days during the financial year	0

*One case pertaining to FY 2022-23 is pending for resolution in Hon''ble Industrial Court, Mumbai.

In accordance with the Government of India''s commitment to ensure safe and equitable workplaces, Company has successfully
registered on the SHe-Box (Sexual Harassment electronic Box) portal, launched by the Ministry of Women and Child Development.

SHe-Box is an online platform that facilitates the prompt lodging and monitoring of complaints related to sexual harassment at the
workplace, for women employees in both the public and private sectors. The portal enables seamless forwarding of complaints to
the appropriate Internal Committee (IC) of the organization and helps in ensuring timely redressal as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

By registering on the SHe-Box portal, we reaffirm our organization''s commitment to a safe, inclusive, and respectful work environment.
We also continue to promote awareness among employees about the She-Box platform and encourage the use of the same.

For more details or to lodge a complaint, the portal can be accessed at: www.shebox.wcd.aov.in

Disclosure of Certain type of Agreements binding listed entity:

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the
Company or imposing any restrictions or create any liability upon the Company.

Investor Calls:

Company conducts calls/meetings with investors after declaration of quarterly financial results, to brief them on the performance
of the Company. These calls are attended by the Chairman, MD & Executive Director. Transcript & audio recordings of such calls is
uploaded on website as well as filed with the Stock Exchanges.

OTHER DISCLOSURES

CSR Committee

Upto August 05, 2024, the CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil A. Shah and Dr. Madhavi Pethe,
as other members.

W.e.f August 05, 2024, the CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil Shah and Mrs. Rupal D. Jhaveri ,
as other members of the Committee.

Audit Committee

Upto August 05, 2024, the Audit Committee comprises of Independent Directors namely Mr. Veerkumar C. Shah (upto July 08, 2024 ),
Mr. Deepak Chindarkar (w.e.f July 15, 2024), Mr. Bijou Kurien and Mr. Vishwas V. Mehendale, as other members.

W.e.f August 05, 2024, the Audit Committee comprises of Independent Directors namely Mr. Deepak Chindarkar as Chairman,
Mr. Bijou Kurien and Mrs. Rupal D. Jhaveri,as other members of the Committee.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Eight meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on
Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement

Compliance by Large Corporate

As on March 31,2025, Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/
HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of the Annexure - III enclosed with this Director''s Report.

Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

Annual Return (Form MGT-7)

A copy of the Annual Return of the Company for the Financial year 2024-25, as required under Section 92 (3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website
www.renaissanceglobal.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

Compliance with the provisions relating to the Maternity Benefit

The Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961
Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, there is no unclaimed or unpaid Dividend due for remittance in the financial year
2025-26 to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend

relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in
Report on Corporate Governance.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Suspense Account

With the transfer of 2785 shares during the financial year 2023-24 to the IEPF, a total of 37,650 (post split) shares of the Company were
lying in the Demat A/c of the IEPF Authority,

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on
www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares
held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring
the shares back to the claimant as and when he/she approaches the Authority. All benefits except rights issue accruing on such
shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any dividend declared on such shares shall be credited to the IEPF Fund.

Business Responsibility and Sustainability Report (BRSR)

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the
BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.

The aforementioned provision became applicable to the Company starting from the financial year 2019-20, when the Company was
among the top 1,000 listed entities based on market capitalization. From FY 2021-22, the Company no longer falls within the top 1,000
listed entities based on market capitalization. However, pursuant to sub-regulation 2A of Regulation 3 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, this requirement of BRSR continues to remain applicable to the Company for a
period of three consecutive years from the year such Company falls outside the applicable threshold i.e. FY 2021-22.

In view of this regulation in respect of RGL these three consecutive years have been completed on March 31, 2024 and hence the
BRSR requirement is no longer applicable to the Company from the financial year 2024-25.

However, as a good Corporate Governance practice the Company continued to include the BRSR Report as an Annexure to Director''s
Report for the financial year ended March 31, 2025.

Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and
Bankruptcy Code, 2016.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the
going concern status of the company and its operations.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every
person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities.

Cyber Security

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs
and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees
at regular intervals to educate the employees on safe usage of the Company''s networks, digital devices and data to prevent any
data breaches involving unauthorized access or damage to the Company''s data. The Information Technology Department of the
Company is in a constant process of taking feedback from the employees and updating the cyber security protocols.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections,
estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws
and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with
our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments
within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general
economic and political conditions in India and which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the
financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets,
and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company''s customers, members, vendors and Bankers for their continued support
during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export
Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and
other local Government Bodies for their support, and look forward to their continued support and co-operation in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through
their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

Your Directors also place on record their heartfelt appreciation to the retiring independent directors for their invaluable contributions
and unwavering dedication throughout their tenure as an Independent Director of our company. We sincerely appreciate them for
their outstanding service and wish them good health and happiness in future.

For and on behalf of the Board,

Sumit N Shah Darshil Shah

Chairman Managing Director

(DIN -00036387) (DIN -08030313)

Mumbai, August 12, 2025

---

Mar 31, 2024

The Directors take great pleasure in presenting the 35^th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2023-24.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of ? 273.86 million, as compared to PBT of ? 274.54 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

In Million)

	F.Y. 2023-24	F.Y. 2022-23
Total Income	13,960.77	13,548.11
Gross Profit	2,927.39	2,767.52
PBID	692.35	594.90
Less: Interest	294.20	197.59
Less: Depreciation	124.30	122.76
PBT	273.86	274.54
Provision for Tax	66.72	73.89
PAT	207.14	200.65

The consolidated revenue from operations of the Company for the year ended March 31, 2024 was ?21,071.13 million (P.Y. ?22,365.63 million), a decrease of 5.79% on a year-on-year basis. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) down by 0.33% to ?1675.09 million (P.Y. ?1680.68 million). Profit After Tax (PAT) was ?736 million (P.Y. ?878.08 million) lower by 16.18% on year-on-year basis. The detailed analysis of the Company''s business is given in the Management''s Discussion and Analysis Report that forms part of this Annual Report.

DIVIDEND

In view of the strategic imperative to conserve resource and to fund business growth, the Board of Directors has not recommended any dividend on Equity Shares for the financial year 2023-24.

TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to General Reserve Account.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is presented in a separate section forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2023-24 and till the date of this report.

SUBSIDIARIES

As on signing date of this report, your Company had following direct and indirect subsidiary companies:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. Verigold Jewelery FZCO (erstwhile Verigold Jewellery DMCC, Dubai)

Indirect (Step-down) Subsidiary Companies:

1. Renaissance Jewellery DMCC, Dubai (Subsidiary of Verigold Jewelery FZCO)

2. Jay Gems Inc., USA

(Subsidiary of Renaissance Jewelry New York Inc)

3. Essar Capital LLC, USA (Subsidiary of Jay Gems Inc., USA)

4. RD2C Ventures Inc USA (erstwhile Renaissance D2C Ventures Inc, USA)

(Subsidiary of Verigold Jewelery FZCO)

5. Renaissance FMI Inc., USA

(Subsidiary of RD2C Ventures Inc, USA)

6. Verigold Jewellery LLC Dubai (erstwhile Renaissance Jewellery LLC)

(Subsidiary of Renaissance Jewellery DMCC, Dubai)

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:

As on signing date of this Report, the Company has nine subsidiaries including three wholly owned direct subsidiary and six step-down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-110 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

SHARE CAPITAL

Allotment of equity shares on preferential basis

During the year under review, the Preferential Allotment Committee, consisting Mr. Hitesh Shah, Mr. Neville Tata and Mr. Darshil Shah, had issued and allotted 17,34,232 (Seventeen Lakhs Thirty Four Thousand Two Hundred and Thirty Two only) equity shares of the Company having face value of '' 2 each, at a price of '' 100.19 per equity share (including premium of '' 98.19), for a consideration discharged other than cash (being swap of 19% shares of Renaissance FMI Inc.,USA ("RFMI"), an overseas step down subsidiary of the Company) towards payment of the total purchase consideration of '' 17,37,59,311 (Rupees Seventeen Crore Thirty Seven Lakhs Fifty Nine Thousand Three Hundred & Eleven only ), payable by the Company to Minority shareholders of Renaissance FMI Inc., USA ("RFMI").

As a result of above mentioned allotment of equity shares on preferential basis, the issued, subscribed and paid-up share capital increased from '' 18,87,94,400 (comprising 9,43,97,200 equity shares of '' 2 each) to '' 19,22,62,864 (comprising 9,61,31,432 equity shares of '' 2 each). The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

Authorised Share Capital of the Company

As on March 31,2024, the Authorised Share Capital of the Company is '' 98,70,00,000 ( Rupees Ninety Eight Crore Seventy Lakh Only) divided into 44,35,00,000/- (Forty Four Crores Thirty Five Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each and 1,00,00,000 (One Crore) 0% optionally convertible or redeemable non-cumulative preference share of '' 10/- each.

RGL- Employees Stock Option Plan 2021 (RGL ESOP 2021)

During the financial year 2021-22, the Company had introduced and implemented the RGL Employee Stock Option Plan 2021 (''RGL ESOP 2021'' / ''Scheme'') to create, grant, offer, issue and allot at any time in one or more tranches such number of stock options not exceeding 5,00,000 equity shares of face value of '' 10 each, convertible into Equity Shares of the Company ("Options")

The Nomination and Remuneration Committee empowered to act as the Compensation Committee and to formulate detailed terms and conditions of the RGL ESOP 2021 and to administer and supervise the same.

Consequent to the Sub-division / Stock split of shares, all the then outstanding options granted under the stock option plan have been adjusted as per ratio of Sub-division / Stock split of shares.

Pursuant to Sub-division / Stock split of 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of face value of '' 2/- on July 20, 2022, the size of the RGL ESOP 2021 has been revised to 25,00,000 equity shares of face value of '' 2 each, convertible into Equity Shares of the Company ("Options") and accordingly exercise price has been adjusted to '' 110/- from '' 550/- per option.

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 25,00,000 (Twenty Five Lakhs).

The maximum number of Options under RGL ESOP 2021 that may be granted to each eligible employee shall vary depending upon the grade, however the same shall not be equal to or exceeding the number of Shares equivalent to one per cent (01%) of the Issued Capital of the Company, per eligible Employee in any year and in aggregate.

The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination and Remuneration Committee at its sole discretion.

Options granted under RGL ESOP 2021 would be vested as per vesting tranches after the completion of 1 (one) year from the date of grant of such Options.

During the financial year under review, your Company has not granted any options to any employee.

After the end of financial year, your Company has granted 3,59,562 options of equity shares of face value of '' 2 each to the eligible employees under RGL ESOP 2021 on May 28, 2024.

The ESOP 2021 are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same shall be available for inspection at the Registered Office of the Company.

The applicable disclosures as on March 31, 2024, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, are made available on the website of the Company www.renaissanceglobal.com.

• Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

• Issue of sweat equity shares

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

LISTING

Post preferential issue of equity shares, 9,61,31,432 Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2024-25. The Company''s shares are compulsorily tradable in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of Company are traded in the normal segment of the Exchanges.

AWARDS/RECOGNITION

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been consistently receiving recognition by various Trade Organizations and Councils, for its'' performance and achievements. After the close of financial year under review but as on date of this report, the Company has received GJEPC Award for being Country''s largest exporter of Silver Jewellery for the year 2022-23.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, along with certificates of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2024 was placed before the Board of Directors and the Board has noted the same.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year ended March 31, 2024 is annexed hereto.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company is compliant of the requirement of having at least 50% of the total number of Directors as Non- Executive Directors and one lady director on the Board of the Company.

Pursuant to the provisions of Sections 149(10), and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder and Regulation 16 of SEBI( Listing Obligations and Disclosures Requirements) Regulations 2015, based on the recommendation of the Nomination and Remuneration Committee and the Board, the members'' at their 30^th Annual General Meeting held on August 07, 2019 ,by passing special resolutions, had re-appointed Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Arun P. Sathe and Mrs. Madhavi S. Pethe as Independent Directors on the Board of the Company, for a further period of 5 (five) years to hold the office up to conclusion of the 35^th Annual General Meeting proposed to be held in 2024.

These Independent Directors are completing their two terms of 5 years each and hence in accordance with the provision of Section 149(10), these directors will be replaced by the new Independent Directors to be appointed at the ensuing Annual General Meeting of the Company.

After the closure of financial year 2023-24, in view of completion of 10 years term as an independent director and other personal commitments, Mr. Veerkumar C. Shah (DIN - 00129379), Independent Director, vide his letter dated July 08, 2024, has tendered his resignation as Independent Director from the Board of Directors of the Company w.e.f close of business hours on July 08, 2024, and also stepped down as the Chairman of Audit Committee and Stakeholders Relationship Committee and as a member of Risk Management Committee.

Consequently, the Board of Directors through circular resolution on July 15, 2024, on the recommendation made by the Remuneration and Nomination Committee, has appointed Mr. Deepak Chindarkar (DIN: 03573562) as an additional director designated as an NonExecutive Independent Director, not liable to retire by rotation, subject to shareholders approval at ensuing Annual General Meeting.

Further, the Board of Directors at its meeting held on August 05, 2024, on recommendation of Nomination and Remuneration Committee, have approved the appointment of Mrs. Rupal D. Jhaveri (DIN:00910968), and Mr. Rahul Rama Narang (DIN: 00029995) as Additional Directors designated as Non-Executive Independent Directors of the Company not liable to retire by rotation, subject to shareholders approval at ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Darshil Shah (DIN: 08030313), Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Brief resume of the Directors proposed to be appointment /re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice of Annual General Meeting forming part of this Annual Report.

As on date of this Report, the Board consists of eight Directors comprising one Non-Executive Chairman, four Independent Directors and three Executive Directors. Out of four independent directors one is lady independent director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are whole-time Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Hitesh Shah - Managing Director

2. Mr. Vishal Dhokar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all new Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of SEBI (LODR) Regulations, 2015.

Pursuant to provision of Regulation 17A of SEBI (LODR) Regulations, 2015, none of the Non-Executive Directors serve as an Independent Directors on the Board of more than seven listed Companies and none of the Executive Directors serve as an Independent Director on the Board of any listed Company.

Independent directors databank registration:

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020, based on the experience of more than three years as on the date of inclusion of their names in the Independent directors databank, Mr. Bijou Kurien, Mr. Deepak Chindarkar and Mrs. Rupal Jhaveri, the Independent directors of the Company were exempted from appearing for the proficiency self-assessment test notified under sub-section (1) of section 150 of the Act and rules made thereunder. Since Mr. Rahul Rama Narang has recently registered himself in the databank he will be completing this test in accordance with the provisions of Section 152 of the Companies Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of SEBI (LODR) Regulations, 2015 the Nomination and Remuneration Committee has devised a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-Independent Directors at their respective meetings evaluated performance of fellow directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year under review.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on April 30, 2023 without the attendance of Non-Independent directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-Independent Directors including Non-Executive Chairman and Managing Director and the Board as a whole.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www.renaissanceglobal.com.

NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renaissanceglobal.com.

POLICY ON DIVIDEND DISTRIBUTION

The Board of Directors has adopted Dividend Distribution Policy in terms of the requirements of Listing Regulations. The Policy is available on the website of the Company at www.renaissanceglobal.com.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the Non-Executive Independent Directors vis-a-vis the Company during the year under review. Also, no payment, except sitting fees, was made to any of the Non-Executive Independent Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (3) (c) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has 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 to the best of the Directors'' knowledge and ability;

d) the annual accounts have been prepared on a ''going concern'' basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the Members at the 34^th AGM held on August 10, 2023, had reappointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No: 101720W/W100355) as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 34^th AGM until the conclusion of the 39^th AGM to be held in the year 2028.

M/s Chaturvedi and Shah LLP has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the FY2024-25. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

AUDITORS'' REPORT

The Statutory Auditors'' Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report. The Statutory Auditors'' report on the financial statements for FY 2023-24 does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments by the Board.

INTERNAL AUDITORS

In accordance with provisions of Sections 138 of the Companies Act, 2013, M/s J. K. Shah & Co., Chartered Accountants, Mumbai was Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2023-24.

The Board of Directors at its meeting held on May 29, 2024, pursuant to the recommendation of the Audit Committee has appointed M/s KKC & Associates LLP, Chartered Accountants, (Firm Registration No. 105146W/W100621) Mumbai as Internal Auditors of the Company in place of M/s. J. K. Shah & Co., Chartered Accountants for conducting Internal Audit of the Company for the Financial Year 2024-25.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL AUDITOR

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed herewith as Annexure - I forming part of this Director''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DIRECTORS AND OFFICERS INSURANCE (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024.

a) Conservation of Energy:

The Company continued energy conservation measures during the year. It has constantly monitored power usage and running hours on day to day basis, thereby resulting in best utilization of energy. The office and industrial rooms are fitted with energy saving technologies to preserve energy in the long term.

(i)	the steps taken or impact on conservation of energy	Air Curtains have been installed in manufacturing facilities where doors must remain open for operational purpose. The air conditioning effect is maintained by these Air Curtains, which also results in a reduced amount of electricity usage.
(ii)	the steps taken by the company for utilising alternate sources of energy	During the financial years 2022-23 and 2023-24, the Company has made significant strides towards sustainable energy practices. In 2022-23, more than 57% of our power consumption was sourced from solar power plants, resulting in substantial savings compared to conventional energy sources. Building on this momentum, in 2023-24, we opted for the Green Power Tariff under the ''Switch to Green'' initiative, ensuring that 70% of our total power consumption comes from renewable sources such as solar and wind mill power. These initiatives underscore our commitment to sustainability, environmental conservation, and responsible energy consumption practices.
(iii) the capital investment on energy conservation equipment''s		Corpus for installing air curtains and LEDs is Rs. 1,00,000/-approximately.

b) Technology Absorption:

(i)	the efforts made towards technology absorption	The Company continuously monitors and keep track of technological up gradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	a. b. c. d. e.	Enhanced productivity & reduction in production time Total traceability of each piece during entire manufacturing process through customized software Reduction in re-work & rejection in manufacturing. Enhancement of product spectrum Improvement in quality of existing products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY)- (a) the details of technology imported; (b) the year of import; (c) whether technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place & reasons thereof; and			NA
(iv) the expenditure incurred on Research and Development		As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

c) Foreign exchange earnings and outgo:

	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	1,32,292.20	1,28,279.93
Foreign Exchange Outgo	69,991.75	51,978.84

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

Pursuant to Regulation 23(2) of SEBI (LODR) Regulations 2015, all related party transactions and subsequent material modifications are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions, material modifications and dealing with related party transactions as approved by the Board is posted on the Company''s website www.renaissanceglobal.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posted on the Company''s website www.renaissanceglobal.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare: Affordable solutions for healthcare and social welfare through improved access, health awareness.

Educational: Access to quality education, training and skill enhancement.

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art and culture and religion.

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director''s Report.

RISK MANAGEMENT

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy identifies, monitors, controls and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.

INVESTOR RELATIONS (IR)

The Company also continuously strives for excellence in its Investor Relations ("IR") engagement with International and Domestic investors through structured conference calls and periodic investor/analyst interactions like individual Meetings, participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The management of the Company has participated in several investors meets organized by CDR India (IR Agency), during the year. A large majority of these meetings were virtual and efforts were made to ensure that these virtual meetings were conducted in the most productive manner. The critical information about the Company is made available to all the investors, by uploading all such information on the Company''s website www.renaissanceglobal.com.

The Company has designated the email-id "[email protected]", exclusively for the service of investors.

HUMAN RESOURCES

The Company''s most valuable assets are its employees, and the Company has fostered a healthy and productive work environment that promotes excellence. Your company has implemented a scalable requirement and human resource management process, allowing it to recruit and retain high-caliber personnel. The company continually invests in educating employees in latest cutting-edge technologies.

PREVENTION OF SEXUAL HARASSMENT COMMITTEE

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH) your Company has a robust mechanism in place to redress the complaints reported under this Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH.

The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.

Following is the status of sexual harassment complaints during the financial year under review:

Sr. No. Particulars	No of Complaints
1 Number of complaints filed during the financial year	0
2 Number of complaints disposed of during the financial year	0
3 Number of complaints pending as on end of the financial year.	0

*One case pertaining to FY 2022-23 is pending for resolution in Hon''ble Industrial Court, Mumbai.

Disclosure of Certain type of Agreements binding listed entity:

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company.

Investor Calls:

Company conducts calls/meetings with investors after declaration of quarterly financial results, to brief them on the performance of the Company. These calls are attended by the Chairman, MD & Executive Director. Transcript & audio recordings of such calls is uploaded on website as well as filed with the Stock Exchanges.

OTHER DISCLOSURES CSR Committee

Upto August 05, 2024, the CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil A. Shah and Dr. Madhavi Pethe, as other members.

W.e.f August 05, 2024, the CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil Shah and Mrs. Rupal D. Jhaveri, as other members of the Committee.

Audit Committee

Upto August 05, 2024, the Audit Committee comprises of Independent Directors namely Mr. Veerkumar C. Shah (upto July 08, 2024 ), Mr. Deepak Chindarkar (w.e.f July 15,2024), Mr. Bijou Kurien and Mr. Vishwas V. Mehendale, as other members.

W.e.f August 05, 2024, the Audit Committee comprises of Independent Directors namely Mr. Deepak Chindarkar as Chairman, Mr. Bijou Kurien and Mrs. Rupal D. Jhaveri, as other members of the Committee.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Four meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement

Compliance by Large Corporate

As on March 31, 2024, Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annexure - III enclosed with this Director''s Report.

Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return (Form MGT-7)

A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website www.renaissanceglobal.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, there is no unclaimed or unpaid Dividend due for remittance in the financial year 2024-25 to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed dividend FY 2015-16 amounting to '' 68,708/-, to the IEPF.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Suspense Account

With the transfer of 2785 shares during the financial year under review to the IEPF, a total of 37,650 (post split) shares of the Company were lying in the Demat A/c of the IEPF Authority,

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he/she approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any dividend declared on such shares shall be credited to the IEPF Fund.

Business Responsibility and Sustainability Report (BRSR)

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.

The aforementioned provision became applicable to the Company starting from the financial year 2019-20, when the Company was among the top 1,000 listed entities based on market capitalization. From FY 2021-22, the Company no longer falls within the top 1,000 listed entities based on market capitalization. However, pursuant to sub-regulation 2A of Regulation 3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this requirement of BRSR continues to remain applicable to the Company for a period of three consecutive years from the year such Company falls outside the applicable threshold i.e. FY 2021-22.

In compliance with the said Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities.

Cyber Security

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Company''s networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Company''s data. The Information Technology Department of the Company is in a constant process of taking feedback from the employees and updating the cyber security protocols.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company''s customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support and co-operation in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

Your Directors also place on record their heartfelt appreciation to the retiring independent directors for their invaluable contributions and unwavering dedication throughout their tenure as an Independent Director of our company. We sincerely appreciate them for their outstanding service and wish them good health and happiness in future.

For and on behalf of the Board,

Sumit N Shah Hitesh Shah

Chairman Managing Director

(DIN -00036387) (DIN - 00036338)

Mumbai, August 05, 2024

---

Mar 31, 2018

Dear Members,

The Directors take great pleasure in presenting the 29^th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2017-18.

Financial Highlights

Your Company earned a Profit Before Tax (PBT) of Rs.382.26 million, as compared to PBT of Rs.384.06 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs. in Million)

		F.Y. 2017-18	F.Y. 2016-17*
	Sales	10222.08	11004.32
	Gross Profit	876.40	819.70
	PBID	604.91	546.53
	Less: Interest	91.74	81.08
	Less: Depreciation	78.08	81.39
	PBT	382.26	384.06
	Provision for Tax	83.04	86.30
	PAT	299.21	297.76

*The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended on March 31, 2017 have been restated in accordance with Ind AS for comparative information.

The consolidated revenue from operations of the Company for the year ended March 31, 2018 was Rs.18251.02 million (PY. Rs.14734.48 million), an increase of 23.87% on a year-on-year basis. An Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) was Rs.1016.11 million (PY Rs.812.59 million) an increase of 25.05% on a year-on-year basis. Profit After Tax (PAT) was Rs.637.91 million (PY Rs.425.22 million) an increase of 50.02% on a year-on-year basis. The detailed analysis of the Company’s business is given in the Management’s Discussion and Analysis Report that forms part of this Annual Report.

Dividend

Your Board of Directors has not recommended any dividend for the Financial year ended March 31, 2018.

Transfer to Reserves

During the year under review, your Company has not transferred any amount to General Reserve Account.

Material Changes & Commitments

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2017-18 and till the date of this report.

Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is presented in a separate section forming part of this Annual Report.

Subsidiaries

As on signing date of this report, your Company had following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Ltd, India #

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

5. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India #

(Subsidiary of N. Kumar Diamond Exports Ltd)

2. House Full Supply Chain Management Ltd., India

(Subsidiary of House Full International Ltd.)

3. Renaissance Jewellery DMCC

(Subsidiary of Verigold Jewellery DMCC, Dubai)

Limited Liability Partnership:

1. Aurelle Jewellery LLP India $

# Amalgamation of wholly owned subsidiaries (WOS) of the Company

During the financial year under review, the Board of Directors of the Company at its meeting held on August 29, 2017 has approved the Scheme of Amalgamation of wholly owned subsidiaries of the Company viz. House Full International Limited and N. Kumar Diamond Exports Limited with the Company.

As per the order dated January 19, 2018 passed by the Hon’ble National Company Law Tribunal (NCLT) Mumbai Bench, the meeting of equity shareholders of the Company was convened and held on February 27, 2018 to approve the said Scheme of Amalgamation. At the said meeting the shareholders of the Company have approved the Scheme of Amalgamation. On March 21, 2018, the Company has filed the necessary proceeding documents with the NCLT as per the provisions of Companies Act, 2013. However, the final approval of the NCLT for the said Scheme of Amalgamation is awaited.

The appointed date for the said amalgamation is April 1, 2017 or such other date as may be agreed between the Transferor Companies and the Company and approved by the NCLT.

Pursuant to Scheme of Amalgamation, no consideration shall be paid and no shares of the Company shall be issued and allotted on amalgamation. The Scheme of Amalgamation will enable the Company to consolidate and effectively manage the Transferor Companies and the Company in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies and cost competitiveness.

The details of Scheme of Amalgamation of House Full International Limited and N. Kumar Diamond Exports Limited with Renaissance Jewellery Limited and Notice of NCLT Convened Meeting are posted on website of the Company www.reniewellery.com.

$ Strike off of Aurelle Jewellery LLP

After the closure of the financial year under review Aurelle Jewellery LLP has filed an Application for striking off its name with the Registrar, on May 10, 2018.

Financial statements/reports of the subsidiaries

The Company has eight subsidiaries including five wholly owned subsidiary and three step-down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and Indian Accounting Standards IND-AS 110 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

Goods and Services Tax (GST)

The Goods and Services Tax (GST) is a landmark reform having a lasting impact on the economy and on businesses. Your Company has successfully implemented and migrated to GST with effect from July 01, 2017 and changes across IT systems, supply chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

Share Capital

- Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

- Issue of sweat equity shares

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

- Buyback of Equity Shares

During the financial year under review, after obtaining requisite approval of the Board, your Company has completed the buyback of 2,00,000 equity shares of the Company (representing up to about 1.05% ofthe total number of Equity shares of the Company) at a price of Rs.250 per share for an aggregate amount of Rs.5,00,00,000/-.

The Buy Back offer size of Rs.5,00,00,000 represents 1.20% of the total Paid up Capital and Free Reserves of the Company, as per the audited accounts of the Company for the financial year ended March 31, 2017.

In accordance with the provisions of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made there under, the said buyback was made from the Equity Shareholders/ Beneficial owners ofthe Company who held Equity Shares as on the record date i.e. June 12, 2017 (“Record Date”) on a proportionate basis through the tender offer using stock exchange mechanism (“Tender offer”).

An amount of Rs.5,00,00,000 was utilised from General Reserve to off-set the buy back offer including transfer of Rs.20,00,000 to the Capital Redemption Reserve to the extent of Share Capital extinguished.

The final settlement date for buy back was September 13, 2017 and Extinguishment of Shares was completed by September 20, 2017.

Consequent to such buy back the number of Equity Shares reduced from 1,90,79,440 to 1,88,79,440 post buy back and accordingly Issued, Subscribed and Paid-up Capital reduced to Rs.18,87,94,400/-.

Documents relating to buyback are available on Company’s website www.renjewellery.com.

Apart from the above, there were no changes in the Share Capital during the Financial Year under review.

Issue of shares under the Employees’ Stock Purchase Scheme (ESPS)

Compensation Committee of the Board of Directors of the Company, inter alia, administers the Employees’ Stock Purchase Scheme of the Company in accordance with the applicable guidelines of Securities and Exchange Board of India.

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the RJL Employee Welfare Trust (ESPS Trust) in F.Y 2008-09 for onward offering to the recommended employees. Hence, Basic and Diluted Earning Per Share (EPS) is Rs.16.19.

Your Company, through ESPS Trust, had offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees’ Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

During the financial year under review, with the approval of shareholders obtained through a Postal Ballot process, the Company introduced and implemented the RJL - Employees Stock Purchase Scheme 2017 (“RJL ESPS-2017”) for issue and/ or offer and/or transfer of not exceeding 15,00,000 fully paid-up Equity Shares of face value of Rs.10 each, to eligible employees of the Company as well as that of its subsidiaries.

The said RJL ESPS-2017 was introduced to replace the existing RJL - ESPS-2008.

The new Scheme “RJL ESPS-2017” was approved by the Board of Directors through Circular Resolution passed on October 13, 2017 and by the members through Postal Ballot Resolutions passed on November 20, 2017.

Under the Tranch -1 of RJL ESPS - 2017, the Company has offered 4,50,000 ESPS shares to the recommended employees.

The RJL ESPS - 2017 is implemented by Compensation Committee in accordance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, (SEBI SBEB Regulation) and other applicable laws.

During the financial year under review, the Company has issued 3,00,000 ESPS shares to Mr. Parag Shah which is exceeding 1% of the issued capital of the Company.

RJL ESPS-2008 and RJL ESPS -2017 of the Company are in compliance with the SEBI SBEB Regulations.

As required under Regulation 13 of the said Regulations, the Company has obtained a Certificate from M/s. Damania & Varaiya, Chartered Accountants, the Statutory Auditors of the Company, certifying that the Schemes are implemented in accordance with these regulations and the resolutions of the Company. The same would be placed before the members at the ensuing AGM and a copy of the same shall be available for inspection at the Registered Office of the Company.

As stipulated under SEBI SBEB Regulations, read with the circular issued by SEBI on June 16, 2015 and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, the applicable disclousres as on March 31, 2018, are given below:

#Tranch I and II of RJL ESPS - 2008 have lapsed on February 28, 2014 and July 31, 2015 respectively.

Implementation of RJL - Employees Stock Option Plan 2018 (RJL ESOP 2018)

The Board of Directors of the Company at their Meeting held on May 28, 2018, has approved the “RJL - Employees Stock Option Plan 2018” (RJL ESOP 2018), subject to shareholders’ approval which will be implemented by Compensation Committee constituted under Section 178 of the Companies Act, 2013, in accordance with the requirements of Securities and Exchange Board Of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”) and other applicable laws.

The Board is proposing the said RJL ESOP 2018 for the approval of the members at the ensuing Annual General Meeting, pursuant to the provisions of section 42 and 62 (1) (b) and all other applicable provisions, if any, of the Companies Act, 2013 and as per the requirement of Clause 6 of the SEBI SBEB Regulations.

The details of the RJL ESOP 2018 are provided in the AGM Notice forming part of this Annual Report.

Listing

At present 18,879,440 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2018-19. The Company’s shares are compulsorily tradable in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular—Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter’s and promoter group’s shareholding in dematerialized form. Therefore, the securities of Company are traded in the normal segment of the Exchanges.

Awards/Recognition

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been consistently receiving recognition by various Trade Organizations and Councils, for its’ performance and achievements. Following are some of the awards/recognition received by the Company in the past:

- GJEPC Award for outstanding Export Performance under the category “Studded Precious Metal Jewellery Exports”, in 2017

- GJEPC Award for topping Export Performance under the category “Studded Precious Metal Jewellery Exports”, in 2016

- Accorded with membership of Responsible Jewellery Council (RJC), in 2016

- GJEPC Award for outstanding Export Performance under the category “Studded Precious Metal Jewellery Exports”, in 2015

- GJEPC Award for outstanding Export Performance under the category “Studded Precious Metal Jewellery Exports”, in 2012

- GJEPC Award for topping the export performance under the category “Studded Precious Metal Jewellery Exports from EPZ/ EOU Complexes” in 2011

- Emerging India Awards 2009

- GJEPC Award for being the largest exporter of Studded Precious Metal Jewellery in 2008

- Wal-Mart’s ‘International Supplier of the Year’ Award, in 2004

- SEEPZ-SEZ Star 2000-2001 Award

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, along with a certificate of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2018 was placed before the Board of Directors and the Board has noted the same.

Cash Flow Statement

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year ended March 31, 2018 is annexed hereto.

Directors & Key Managerial Personnel

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company is compliant of the requirement of having at least 50% of the total number of Directors as Independent Directors and one lady director on the Board of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neville R. Tata (DIN: 00036648), Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Brief resume of the Director proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice forming part of this Annual Report.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are whole-time Key Managerial Personnel of the Company as on March 31, 2018:

1. Mr. Hitesh Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

During the year under review, there is no change in the Board of Directors of the Company.

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015.

Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.reniewellery.com.

Annual Evaluation of Board, Committees and Directors

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of SEBI (LODR) Regulations, 2015 the Nomination and Remuneration Committee has devised a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-Independent Directors at their respective meetings evaluated performance of fellow directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year under review.

Meeting of Independent Directors

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on May 08, 2018 without the attendance of Non-Independent directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-Independent Directors including Executive Chairman and Managing Director and the Board as a whole.

Familiarisation Program for Independent Directors

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www.renjewellery.com.

Disclosure of Pecuniary Relationship

There was no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company during the year under review. Also, no payment, except sitting fees, was made to any of the Non-Executive Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

Directors’ Responsibility Statement

As required under provisions of Section 134 (3)(C) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has 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 to the best of the Directors’ knowledge and ability;

d) the annual accounts have been prepared on a ‘going concern’ basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors

M/s Damania & Varaiya., Chartered Accountants, the statutory auditors of the Company have expressed their inability to continue as auditors of the Company and tendered their resignation.

In order to fill the casual vacancy due to resignation of M/s Damania & Varaiya, the Board, at its meeting held on May 28, 2018, on recommendation of Audit Committee, have decided to recommend to the shareholders, the appointment of M/s Chaturvedi and Shah, Chartered Accountants (Firm Registration No:101720W) as new statutory auditors of Company to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

The requirement to place the matter relating to ratification of appointment of Auditors by members at every Annual General Meeting is done away with by the Ministry of Corporate Affairs vide its notification dated May 7, 2018. Hence, there will be no ratification at AGM of appointment of Auditors, who will be appointed in the ensuing Annual General Meeting.

M/s Chaturvedi and Shah have given their consent to act as Statutory Auditors of the Company and have also confirmed that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Auditors’ Report

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments by the Board. There is no qualification / reservation / adverse remark / disclaimer made in the Auditors’ Report for the financial year 2017-18.

Internal Auditors

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s. Jayesh Dadia & Associates, Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2017-18.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

Internal Financial Controls

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

Secretarial Auditor

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is enclosed herewith as Annexure - I forming part of this Director’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Following is the information required under Section 134 (3) (m) ofthe Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018

a) Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The office and production areas are fitted with energy saving devices to conserve energy in the long run.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posed on the Company’s website www.renjewellery.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company.

Corporate Social Responsibility (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posed on the Company’s website www.renjewellery.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare: Affordable solutions for healthcare and social welfare through improved access, health awareness.

Educational: Access to quality education, training and skill enhancement.

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: Ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art, culture and religion.

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director’s Report.

Risk Management

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy, identifies, monitors, controls and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Implementation of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted a Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.

No instances of Sexual Harassment of Women under the said Act have been reported in any of the units of the Company during the financial year under review.

Other Disclosures

CSR Committee

The CSR Committee comprises of Mr. Niranjan A. Shah as Chairman, Mr. Hitesh M. Shah and Mr. Anil K. Chopra, as other members.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Veerkumar C. Shah as Chairman, Mr. Arun P Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Six meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, as required under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note 54 to the standalone financial statement).

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - III forming part of this Director’s Report.

Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 read with and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith as Annexure - IV forming part of this Director’s Report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2010-11 is due for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government, on October 07, 2018. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed dividend for FY 2009-10 amounting to Rs.80,374/-, to the IEPF.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company’s principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company’s customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Niranjan Shah Hitesh Shah

Executive Chairman Managing Director

(DIN - 00036439) (DIN - 00036338)

Mumbai, May 28, 2018

---

Mar 31, 2016

Dear Members,

The Directors take great pleasure in presenting the 27^th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2015-16.

Financial Highlights

Your Company earned a Profit before Tax (PBT) of Rs. 391 million, as compared to PBT of Rs. 372 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs. in Million)

	F.Y. 2015-16	F.Y. 2014-15
Sales	11429	10604
Gross Profit	741	648
PBID	531	574
Less: Interest	63	92
Less: Depreciation	77	110
PBT	391	372
Provision for Tax	56	28
PAT	335	344
Add: Balance brought forward from PY	2590	2290
Less: Residual value representing expired useful life of asset as per Schedule-II		13
Profit available for appropriation	2925	2621
Appropriations:
Transfer to Reserve Fund General Reserve	-	9
Dividend on Equity Shares	38	19
Corporate Dividend Tax	8	3
Balance carried forward	2879	2590

The consolidated revenue from operations of the Company for the year ended March 31, 2016 was Rs. 13195.80 million (PY Rs. 12764.42 million), an increase of 3.38 % on a year-on-year basis. An Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) was Rs. 827.64 million (PY. Rs.752.23 million) an increase of 10.02 % on a year-on-year basis. Profit after Tax (PAT) was Rs. 474.42 million (PY Rs. 401.57 million) an increase of 18.14% on a year-on-year basis. A detailed analysis of the financials is given in the Management’s Discussion and Analysis Report that forms part of this Annual Report.

Dividend

In view of the profit levels reported by your Company in the first three quarters of the financial year under review, an Interim Dividend of 20% i.e. Rs. 2/- per share was paid in the month of March 2016. Your Directors recommend the aforesaid interim dividend as the final dividend for the financial year ended March 31, 2016.

Transfer to Reserves

During the year under review, your Company has not transferred any amount to General Reserve Account.

Material Changes & Commitments

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 and till the date of this report.

Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is presented in a separate section forming part of this Annual Report.

Subsidiaries

As on signing date of this report, your Company had following direct and indirect subsidiary companies/ LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

5. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India (Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.)

Limited Liability Partnership:

1. Aurelle Jewellery LLP, India

Financial statements/reports of the subsidiaries:

The Company has seven subsidiaries including five wholly owned subsidiary and two step-down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

Share Capital

Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of sweat equity shares

During the financial year under review, there was no issue of sweat equity shares as provided in Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of shares under the Employee Stock Purchase Scheme

ESPS Compensation Committee of the Board of Directors of the Company, inter alia, administers the Employees’ Stock Purchase Scheme of the Company in accordance with the applicable guidelines of Securities and Exchange Board of India.

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees’ Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the ESPS Trust in F.Y. 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earnings Per Share (EPS) is Rs. 17.54.

During the financial year under review, the Company has not issued any ESPS shares as well as shares equal to or exceeding 1% of the issued capital to any of the identified employee.

The applicable disclosures as stipulated under the Securities and Exchange Board of India Guidelines and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, as on March 31, 2016, are given below:

Disclosures with respect to Employees Stock Purchase Scheme of the Company

Date of shareholders’ approval:	September 5, 2008
Lock-in period:	% of total Shares transferred to employees that would be released on the expiry of the Lock-in period	Lock-in period
		Tranch I	Tranch II
	33%	01/09/2010	01/02/2012
	33%	01/09/2011	01/02/2013
	33%	01/09/2012	01/02/2014
The details of the number of shares issued under ESPS	Please refer the table given below
The price at which such shares are issued	Tranch I	Tranch II
	Rs. 55/-	Rs. 65/-
Employee-wise details of the shares issued to;	Tranch I	Tranch II
(i) senior managerial personnel;	4,62,500	46,140
(ii) any other employee who is issued shares in any one year - -amounting to 5% or - - more shares issued during that year;
(iii) identified employees who were issued shares during any one year equal to or exceeding 1% of the - - issued capital of the company at the time of issuance;
Consideration received against the issuance of shares, if scheme is implemented directly by the company	NA, as the scheme is not implemented directly by the company
Loan repaid by the Trust during the year from exercise price received	Rs. 48.00 Lakh

Following are the details of the number of shares issued under RJL ESPS - 2008 and its’ status as on March 31, 2016:

Particulars	Number of Shares
Shares allotted to ESPS Trust	7,20,000
	Tranch - I	Tranch - II
Shares offered to recommended employees by ESPS Trust	6,17,500	2,57,490
Shares transferred back to ESPS Trust due to non-acceptance/disqualification	1,55,000	3,000
	4,62,500	2,54,490
Shares acquired by employees:	58,334	15290
Shares transferred back to ESPS Trust due to Surrender / lapse	404166	239200
Balance shares to be acquired by the employees#	0	0
Balance shares with ESPS Trust to offer	646376

# Tranch I and II of RJL ESPS - 2008 have lapsed on February 28, 2014 and July 31, 2015 respectively.

Listing

At present 19,079,440 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2016-17. The Company’s shares are compulsorily tradable in electronic form and the Company has established connectivity with both the depositories,

i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter’s and promoter group’s shareholding in dematerialized form. Therefore, the securities of Company are traded in the normal segment of the Exchanges.

Awards/Recognition

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been consistently receiving recognition by various Trade Organizations and Councils, for its’ performance and achievements. Following are some of the awards/recognition received by the Company in the past:

- Accorded with membership of Responsible Jewellery Council (RJC), in 2016

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2015

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2012

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/ EOU Complexes" in 2011

- Emerging India Awards 2009

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Wal-Mart’s ''International Supplier of the Year’ Award, in 2004

- SEEPZ-SEZ Star 2000-2001 Award

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule

V of SEBI (LODR) Regulations, 2015, along with a certificate of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2016 was placed before the Board of Directors and the Board has noted the same.

Cash Flow Statement

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year ended March 31, 2016 is annexed hereto.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Implementation of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted a Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No instances of Sexual Harassment of Women under the said Act have been reported in any of the units of the Company during the financial year under review.

Directors & Key Managerial Personnel As per the provisions Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company is compliant of the requirement of having at least one-third of the total number of Directors as Independent Directors and one lady director on the Board of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neville R. Tata, Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Niranjan A. Shah was re-appointed as Executive Director designated as Executive Chairman of the Company for a period of five years from August 1, 2011.

The appointment of Mr. Niranjan A. Shah and the remuneration payable to him was approved by the members at the Annual General Meeting held on September 7, 2011.

Since the term of Mr. Niranjan A. Shah is ending on July 31, 2016 and considering his extensive knowledge, business skills, managerial experience and capabilities, the Board of Directors at its meeting held on July 28, 2016 has recommended the reappointment of Mr. Niranjan Shah as whole time Director to be designated as the Executive Chairman of the Company, for a further period of 5 years effective August 01, 2016 up to July 31, 2021, at the ensuing Annual General Meeting of the Company.

As Mr. Niranjan A. Shah will attain the age of 70 years on January 18, 2017, the Board has proposed to get the approval of members by Special Resolution, as per provisions of Section 196 (3) (a) of the Companies Act, 2013.

The Board recommends re-appointment of Mr. Neville R. Tata and Mr. Niranjan A. Shah. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice forming part of this Annual Report.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are whole time Key Managerial Personnel of the Company:

1. Mr. Sumit Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

During the year under review, there is no change in the Board of Directors of the Company

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015.

Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renjewellery.com.

Annual Evaluation of Board, Committees and Directors

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has devised a criteria for performance evaluation of Independent Directors, Board, Committees and other individual directors, which include criteria for performance evaluation of the non-executive directors and executive directors.

The Independent Directors and Non Independent Directors at their respective meetings evaluated performance of fellow directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year under review.

Meeting of Independent Directors

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on July 19, 2016 without the attendance of non-independent directors and members of the management.

At this meeting the Independent Directors reviewed the performance of non independent directors including Executive Chairman and Managing Director and the Board as a whole.

Familiarization Program for Independent Directors

The Company has formulated Familiarization Program to familiarize the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www.renjewellery.com.

Disclosure of Pecuniary Relationship

There was no pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company during the year under review. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company. No convertible instruments are held by any of the non-executive directors.

Directors’ Responsibility Statement

As required under provisions of Section 134 (3)(C) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has 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 to the best of the Directors’ knowledge and ability;

d) The annual accounts have been prepared on a ''going concern’ basis;

e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors

M/s J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board, at its meeting held on July 28, 2016, on recommendation of Audit Committee, decided to recommend their re-appointment at the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants expressing willingness for their appointment as Statutory Auditors and to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013.

Auditors’ Report

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments by the Board. There is no qualification / reservation / adverse remark / disclaimer made in the Auditors’ Report for the financial year 2015-16.

Internal Auditors:

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s. Jayesh Dadia & Associates, Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2015-16.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

Internal Financial Controls

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

Secretarial Auditor

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is enclosed herewith as Annexure - I forming part of this Director’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2016

a. Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The office and production areas are fitted with energy saving devices to conserve energy in the long run.

(i) the steps taken or impact on conservation of energy	LED lights installed in place of CFLs which are more energy efficient with minimum maintenance and long life. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control. This step has helped reducing energy cost by 10%.
(ii) t he steps taken by the company for utilizing alternate sources of energy	Solar Panels installed at the Unit I of the company as alternate source of energy.
(iii) the capital investment on energy conservation equipments;	Corpus for installing Solar panels is Rs. 8,06,900/-

b. Technology Absorption:

(i) the efforts made towards technology absorption	The Company continuously monitors and keep track of technological up gradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	a. Enhanced productivity & reduction in production time b. Total traceability of each piece during entire manufacturing process through customized software c. Reduction in re-work & rejection in manufacturing. d. Enhancement of product spectrum e. Improvement in quality of existing products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY)- (a) the details of technology imported; (b) the year of import; (c) whether technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place & reasons thereof; and	NA
(iv) The expenditure As per the established Accounting Policy incurred on Research expenditure incurred on Research & and Development Development remains merged with the respective heads.

c. Foreign exchange earnings and outgo:

(Rs. in Lakh)

	FY 2015-16	FY 2014-15
Foreign Exchange Earnings	112,420.61	102,885.69
Foreign Exchange Outgo	59,360.69	52,039.38

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posed on the Company’s website www.renjewellery.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company.

Corporate Social Responsibility (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posed on the Company’s website www.renjewellery.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare:

Affordable solutions for healthcare and social welfare through improved access, health awareness

Educational: Access to quality education, training and skill enhancement

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Cultural and Animal Welfare:

Ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art and culture

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director’s Report.

Risk Management

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy, identifies, monitors, controls and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.

Other Disclosures CSR Committee

The CSR Committee comprises of Mr. Niranjan A. Shah as Chairman, Mr. Hitesh M. Shah and Mr. Anil K. Chopra, as other members.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Veekumar C. Shah as Chairman, Mr. Arun P Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Six meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, as required under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note 40 to the standalone financial statement).

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - III forming part of this Director’s Report.

Extract of Annual Return

An extract of Annual Return in Form MGT 9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 read with and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith as Annexure - IV forming part of this Director’s Report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2008/09 is due for remittance, to the Investor Education and Protection Fund (IEPF) established by the Central Government, on September 27, 2016. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed dividend for FY 2007-08 amounting to Rs. 64,956/-, to the IEPF.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company’s principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company’s customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Niranjan Shah Hitesh Shah

Executive Chairman Executive Director

Mumbai, July 28, 2016

---

Mar 31, 2015

The Directors take great pleasure in presenting the 26th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2014-15.

Financial Highlights

Your Company earned a Profit Before Tax (PBT) of Rs. 372 million, as compared to PBT of Rs. 328 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs. in million) F.Y 2014-15 F.Y 2013-14

Sales 10604 9823

Gross Profit 648 693

PBID 574 478

Less: Interest 92 81

Less: Depreciation 110 69

PBT 372 328

Provision for Tax 28 57

PAT 344 271

Add: Balance brought forward from PY 2290 2048

Less: Residual value representing expired useful life of asset as per Schedule-II 13 -

Profit available for appropriation 2621 2319

Appropriations:

Transfer to Reserve Fund General Reserve 9 7

Dividend on Equity Shares 19 19

Corporate Dividend Tax 3 3

Balance carried forward 2590 2290

The consolidated revenue from operations of the Company for the year ended March 31, 2015 was Rs. 12764.42 million (RY Rs. 12221.60 million), an increase of 4.44% on a year-on-year basis. An earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 752.23 million (RY Rs. 620.90 million) an increase of 21.15% on a year-on-year basis. Profit After tax (PAT) was Rs. 401.57 million (RY Rs. 294.83 million) an increase of 36.20% on a year-on-year basis. A detailed analysis of the financials is given in the Management's Discussion and Analysis Report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share (last year Rs. 1/- per equity share), subject to approval of the shareholders at the ensuing 26th Annual General Meeting. The total outgo on account of dividend amounts to Rs. 19.08 million. The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 23, 2015. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on September 15, 2015.

Transfer to Reserves

During the year, your Company has transferred Rs.9.00 crore to General Reserve Account.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.

Subsidiaries

As on signing date of this report your Company has following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

5. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India

(Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.)

Limited Liability Partnership:

1. Aurelle Jewellery LLR India

Financial Statements/Reports of the Subsidiaries:

The Company has seven subsidiaries including five wholly owned subsidiaries and two step- down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format of Form AOC-1, (Pursuant to first Proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been added separately in this Annual Report. The Company will make available the accounts of subsidiaries upon request by any member of the Company.

Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

Share Capital

Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of Sweat Equity Shares

During the financial year under review, there was no issue of sweat equity shares as provided in Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of Shares under the Employee Stock Purchase Scheme

ESPS Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Purchase Scheme of the Company in accordance with the applicable SEBI Guidelines.

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) isRs. 18.06.

During the financial year under review, the Company has not issued any ESPS shares as well as shares equal to or exceeding 1% of the issued capital to any of the identified employee.

The applicable disclosures as stipulated under the SEBI Guidelines and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, as on March 31, 2015, are given below.

Disclosures with respect to Employees Stock Purchase Scheme of the Company

Date of shareholders' September 5, 2008 approval: % of total Shares transferred Lock-in period to employees that would be Tranch I Tranch II released on the expiry of the Lock-in period: Lock"in period 33% 01/09/2010 01/02/2012

33% 01/09/2011 01/02/2013

33% 01/09/2012 01/02/2014

The details of the number Please refer the table given below of shares issued under ESPS

The price at which such Tranch I Tranch II

shares are issued Rs. 55/_ 65/_

(I) senior managerial personnel; 4,62,500 46,1400

(ii) any other employee who is issued shares in any one year _ _ amounting to 5% or more shares issued during that year;

(iii) identified employees who were issued shares during any one year equal to or _ _ exceeding 1% of the issued capital of the Company at the time of issuance;

Consideration received ofTharesjRs. scheme" is NA' as the scheme is not implemented directly by by the Company the Company

Loan repaid by the Trust during the year from NIL exercise price received

Following are the details of the number of shares issued under RJL ESPS - 2008 and its' status as on March 31, 2015:

Particulars Numberof Share

Shares allotted to ESPS Trust 7,20,000

Tranch - I Tranch - II

Shares offered to recommended employees by ESPS Trust 6,17,500 2,57,490 Shares transferred back to ESPS Trust due to non-acceptance/disqualification 4,62,500 2,54,490

Shares acquired by employees 58,334 14,190 Shares transferred back to ESPS Trust due to Surrender/lapse 4,04,166 2,02,500

Balance shares to be acquired by the employees 0 37,800

Balance shares with ESPS Trust to offer 6,09,676

Listing

At present 19,079,440 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2015-16. The Company's shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter's and promoter group's shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

Awards/Recognition

Your Company has always strived for the best quality and designs and has been consistently receiving recognition by various Trade Organizations and Councils, for its' performance and achievements. Following are some of the awards/recognition received by the Company in the past:

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2012

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

- Emerging India Awards 2009

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Wal-Mart's 'International Supplier of the Year' Award

- SEEPZ-SEZ Star 2000-2001 Award

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under the Listing Agreement, along with a certificate of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2015 was placed before the Board of Directors and the Board has noted the same.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement entered with Stock Exchanges, the cash flow statement for the year ended March 31, 2015 is annexed hereto.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Implementation of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No instances of Sexual Harassment of Women under the said Act have been reported in any of the units of the Company during the financial year under review.

Directors and Key Managerial Personnel

As per the provisions Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreements entered into with Stock Exchanges the Company, by appointing Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Anil K. Chopra, Mr. Arun R Sathe and Mrs. Madhavi S. Pethe as Independent Directors of the Company, had complied with the requirement of having at least one- third of the total number of Directors as Independent Directors and one lady director on the Board of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hitesh M. Shah, Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends re-appointment of Mr. Hitesh Shah. Brief resume of the Director proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Company have the following whole-time Key Managerial Personnel (KMPs):

1. Mr. Sumit Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company, in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Clause 49 of the Listing Agreement.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renjewellery.com

Annual Evaluation of Independent Directors and Board

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreementthe Nomination and Remuneration Committee has devised criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-independent Directors at their respective meetings evaluated performance of fellow Directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

Meeting of Independent Directors

In accordance with the clause VII of Schedule IV of the Companies Act 2013 and Clause 49 (ll)(B) (6) of the Listing Agreement, a separate meeting of Independent Directors was held on July 17, 2015 without the attendance of Non-independent Directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-independent Directors including Executive Chairman and Managing Director and the Board as a whole.

Familiarisation Program for Independent Directors

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www, re n j ewe 11 e ry. co m

Disclosure of Pecuniary Relationship

There was no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company during the year. Also, no payment, except sitting fees, was made to any of the Non-Executive Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

Directors' Responsibility Statement

As required under provisions of Section 134 (5) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has 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 to the best of the Directors' knowledge and ability;

d) the annual accounts have been prepared on a 'going concern' basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors

M/s. J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board, at its meeting held on July 31, 2015, on recommendation of Audit Committee, decided to recommend their re-appointment at the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditors and to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors' Report

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments by the Board. There is no qualification/reservation/adverse remark/disclaimer made in the Auditors' Report for the financial year 2014-15.

Internal Auditors

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s. Jayesh Dadia & Associates, Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2014-15.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board of Directors periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

Internal Financial Controls

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

Secretarial Auditor

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretary, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is enclosed herewith as Annexure - I forming part of this Director's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015

a) Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The office and production areas are fitted with energy saving devices to conserve energy in the long run.

(i) the steps taken or impact on conservation of energy LED lights installed in place of CFLs which are more energy efficient with minimum maintenance and long life. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control. This step has helped reducing energy cost by 10%.

(ii) the steps taken by the Company for utilising alternate sources of energy Solar Panels installed at the Unit I of the Company as alternate source of energy.

(iii) the capital investment on energy conservation equipments Corpus for installing Solar panels is Rs. 8,06,900/-

b) Technology Absorption:

(i) the efforts made towards technology absorption The Company continuously monitors and keep track of technological upgradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution a. Enhanced productivity & reduction in production time

b. Total traceability of each piece during entire manufacturing process through customized software

c. Reduction in re-work & rejection in manufacturing.

d. Enhancement of product spectrum

e. Improvement in quality of existing products

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY):

(a) the details of technology imported;

(b) the year of import;

(c) whether technology been fully absorbed;

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

(iv) the expenditure incurred on Research and Development As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posed on the Company's website www.renjewellery.com

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company.

Corporate Social Responsibility (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posed on the Company's website www.renjewellery.com

The Company has identified four focus areas of engagement which are as under:

Medical: Affordable solutions for healthcare through improved access and health awareness Education: Access to quality education, training and skill enhancement Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art, culture and religion.

As required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Company (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director's Report.

Risk Management

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board. The Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The primary responsibilities of this committee are to:

- Discuss with senior management, the Company's Enterprise Risk Management (ERM) and provide oversight as may be needed;

- Ensure it is apprised of the most significant risks along with the action management is taking and how it is ensuring effective ERM;

- Reviewing risk disclosure statements in any public documents or disclosures.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Risk Management Committee and review the measures taken for their mitigation.

Other Disclosures:

CSR Committee

The CSR Committee comprises Mr. Niranjan A. Shah (Chairman), Mr. Hitesh M. Shah and Mr. Anil K. Chopra, as other members.

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Veekkumar C. Shah (Chairman), Mr. Arun R Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Five meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, as required under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note 40 to the Standalone Financial Statement).

Particulars of Employees

The disclosure pursuant to Section 197(12) read with Rule 5(1)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed herewith as Annexure - III forming part of this Director's Report.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 read with and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is enclosed herewith as Annexure - IV forming part of this Director's Report.

Transfer of Unclaimed IPO Refund/Dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for remittance on October 5, 2015 to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed IPO refund money amounting to Rs. 54,000/-, to the IEPF

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/courts or tribunals which have an effect on the going concern status of the Company and its operations.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company's principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company's customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone (SEEPZ), the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah

Managing Director Executive Director

Mumbai, July 31, 2015

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Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 25th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2013-14.

Financial Highlights

The Company earned a Profit Before Tax (PBT) of Rs. 328 million, as compared to PBT of Rs. 196 million in the previous year.

Highlights of the financial performance (Standalone) are as follows:

(Rs. in million)

F.Y.2013-14 F.Y. 2012-13

Sales 9823 7190

Gross Profit 693 545

PBID 478 361

Less: Interest 81 96

Less: Depreciation 69 68

PBT 328 196

Provision for Tax 57 62

PAT 271 134

Add: Balance brought forward from PY 2048 1941

Profit available for appropriation 2319 2073

Appropriations:

Transfer to Reserve Fund

General Reserve 7 3

Dividend on Equity Shares 19 19

Corporate Dividend Tax 3 3

Balance carried forward 2290 2048

The consolidated revenue from operations of the Company for the year ended March 31, 2014 was Rs. 12221.60 million (RY Rs. 9519.27 million), an increase of 28.38% on a year-on-year basis.

An earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 620.93 million (RY Rs. 462.61 million) an increase of 34.22% on a year-on-year basis. Profit after tax (PAT) was Rs. 294.83 million (RY Rs. 147.70 million) an increase of 99.61% on a year-on-year basis.

A detailed analysis of the financials is given in the Management''s Discussion and Analysis Report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share (last year Rs. 1/- per equity share), subject to approval of the shareholders at the ensuing 25th Annual General Meeting. The total outgo on account of dividend amounts to Rs. 19.08 million.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 12, 2014. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on Septembers, 2014.

Subsidiaries

As on signing date of this report your Company had following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India (Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.) Limited Liability Partnership:

1. Aurelle Jewellery LLP India

Financial statements/reports of the subsidiaries:

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors'' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2013-14 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2014 will be made available to the members on request at the Registered Office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2013-14 of the Company.

The Employee Stock Purchase Scheme

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees'' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

Following is the status of the RJL ESPS - 2008 as on August 07, 2014:

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) isRs. 14.21.

Awards/Recognition

Your Company has always strived for the best quality and designs and has been consistently receiving recognition by various Trade Organizations and Councils, for its'' performance and achievements.

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart''s ''International Supplier of the Year'' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2012

Corporate Governance

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 177 of the Companies Act, 2013. A separate report on Corporate Governance, along with a certificate of Practicing Company Secretary of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2014 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2014 is annexed hereto.

Consolidated Accounts

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

Listing

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2014-15. The Company''s shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Directors

As per the requirement of second proviso to Section 149 (1) of Companies Act, 2013 (the Act) read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and amended

Clause 49 of the Listing Agreement and pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors at their meeting held on August 7,2014, on the recommendation made by the Remuneration and Nomination Committee at its meeting held on the same day, has appointed Dr. Madhavi S. Pethe, as an Additional Director designated as an Independent non-executive Woman Director of the Company, who shall hold office up to the date of this Annual General Meeting.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Anil K. Chopra and Mr. Arun R Sathe, as Independent Directors of the Company.

As per Section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of Directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Niranjan A. Shah, Executive Chairman, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The Board recommends appointment(s)/ re-appointment of these Director(s).

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated underthe Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors at their meeting held on May 23, 2014 has appointed following whole-time Key Managerial Personnel:

1. Mr. Sumit Shah - Managing Director

2. Mr. Ghanshyam Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

Auditors

M/s J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board, at its meeting held on August 7, 2014, on recommendation of audit committee, decided to recommend their re-appointment at the Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditors and to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Fixed Deposits

During the financial year 2013-14, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

a. Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

b. Technology absorption

Research & Development (R & D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation product enhancements.

Benefits derived as a result of the above R&D for better productivity and cost reduction:

a. Enhanced productivity and reduction in production lead time

b. Total traceability of each piece during entire manufacturing process through customized software

c. Reduction in re-work and rejection in the manufacturing process.

d. Enhancement of product spectrum

e. Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaptation & Innovation: The Company continuously monitors and keep track of technological up- gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

Directors'' Responsibility Statement

As required under Section 217 of the Companies Act, 1956 the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the annual accounts on a ''going concern'' basis.

Employee Particulars

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company''s customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah Managing Director Executive Director

Mumbai, August 07, 2014

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Mar 31, 2013

Dear Members,

The Directors take great pleasure in presenting the 24th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2012-13.

Financial highlights

Your Company earned a Profit Before Tax (PBT) of Rs. 196/- millions, as compared to PBT of Rs. 446/- millions in the previous year.

Highlights of the financial performance are as follows:

(Rs. in millions) F.Y.2012-13 F.Y. 2011-12

Sales 7190.07 7094.25

Gross Profit 545 752

PBID 361 611

Less: Interest 96 102

Less: Depreciation 68 62

PBT 196 446

Provision for Tax 62 34

PAT 134 412

Add: Balance brought

forward from PY 1941 1583

Profit available for

appropriation 2074 1995

Appropriations:

Transfer to Reserve Fund

General Reserve 3 20

Dividend on Equity Shares 19 28

Corporate Dividend Tax 3 4

Balance carried forward 2048 1941

A detailed analysis of the financials is given in the Management''s Discussion and Analysis report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share, subject to approval of the shareholders at the ensuing 24th Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 22.32 Millions.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on August 30, 2013. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 21, 2013.

Subsidiaries

During the financial year under review, the one of the wholly owned subsidiaries of your Company i.e. Caro Fine Jewellery Pvt. Ltd. was merged with the Company. The scheme of amalgamation received the High Court sanction on April 12, 2013. The Scheme of Amalgamation has become effective on May 14, 2013 on filing the same with Registrar of Companies, Mumbai. There would be no issue of shares as Caro Fine Jewellery Private Limited was a wholly owned subsidiary of Renaissance Jewellery Limited.

After closure of the financial Year under review, your Company has disinvested from M/s. Renaissance Adrienne LLC, California, its step down subsidiary i.e. subsidiary of Renaissance Jewelry N.Y Inc.

Your Company has ventured into a potent business of selling high-end Jewellery to an elite class in the domestic market, through a Limited Liability Partnership (LLP), M/s. Aurelle Jewellery LLP incorporated under the Limited Liability Partnership Act, 2008 by entering into LLP Agreement with Mr. Vikash Kanoi.

Also the Renaissance Jewellery Bangladesh Pvt. Ltd., a wholly owned subsidiary in Bangladesh has commenced its commercial production from April 1, 2013.

Hence as on signing date of this report, your Company had following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

Indirect (Step-down) Subsidiary Companies

1. House Full International Ltd. India (Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.)

Limited Liability Partnership:

1. Aurelle Jewellery LLR India

Financial statements/reports of the subsidiaries

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors'' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2012-13 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31,2013 will be made available to the members on request at the Registered Office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2012-13 of the Company.

The Employee Stock Purchase Scheme

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees'' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company has opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) is Rs. 7.01.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, leadership and achievements.

This year also, your Company has been honored by Gems and Jewellery Export Promotion Council of India (GJEPC) with the 39th Annual Award for Outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports".

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart''s ''International Supplier of the Year'' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2013 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2013 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2013-14. The Company''s shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid. Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Anil K. Chopra and Mr. Vishwas V. Mehendale retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of the Directors proposed to be re- appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s. J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment at the Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants under the provisions of Section 224(1 B) of the Companies Act, 1956 expressing their willingness for appointment as Statutory Auditors, if made by the members will be within the statutory limits prescribed.

FIXED DEPOSITS

During the financial year 2012-13, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R&D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality upgradation product enhancements.

Benefits derived as a result of the above R&D for better productivity and cost reduction:

(a) Enhanced productivity and reduction in production lead time.

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development of new products of superior quality, upgradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological upgradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the annual accounts on a ''going concern'' basis.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company''s customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit N. Shah Hitesh M. Shah

Managing Director Executive Director

Mumbai, July 30, 2013

---

Mar 31, 2012

The Directors take great pleasure in presenting the 23rd report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2011-12.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs. 447/- millions, a growth of 29% as compared to PBT of Rs. 345/- millions in the previous year.

Highlights of the financial performance are as follows:

(Rs. in millions)

F.Y. 2011-12 F.Y. 2010-11

Sales 7,094 6,052

Gross Profit 752 614

PBID 637 496

Less : Interest 128 101

Less : Depreciation 62 50

PBT 447 345

Provision for Tax 34 15

PAT 411 330

Add : Balance brought forward from PY 1,583 1,323

Profit available for appropriation 1,993 1,653

Appropriations:

Transfer to Reserve Fund

General Reserve 20 25

Dividend on Equity Shares 28 38

Corporate Dividend Tax 4 6

Balance carried forward 1,941 1,584

A detailed analysis of the financials is given in the Management's Discussion and Analysis report that forms part of this Annual Report.

DIVIDEND

The Directors recommend a dividend of 15% i.e. Rs. 1.5/- per share, subject to approval of the shareholders at the ensuing 23rd Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 33.26 millions.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 7, 2012. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 29, 2012.

SUBSIDIARIES

During the financial year under review, your Company has acquired 100% equity of M/s. Caro Fine Jewellery Pvt. Ltd. and a wholly owned subsidiary viz. Renaissance Jewellery Bangladesh Pvt. Ltd. was incorporated in Bangladesh.

During the financial year under review your Company has disinvested from M/s. Renaissance Realtors Private Limited, its step down subsidiary i.e. subsidiary of N. Kumar Diamond Exports Limited.

Hence as on March 31, 2012, your Company had following direct and indirect subsidiary companies:

DIRECT SUBSIDIARY COMPANIES

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Caro Fine Jewellery Pvt. Ltd., India

5. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

INDIRECT (STEP-DOWN) SUBSIDIARY COMPANIES

1. Renaissance Adrienne LLC, California (Subsidiary of Renaissance Jewelry N.Y Inc.)

2. HouseFull International Ltd. (Subsidiary of N. Kumar Diamond Exports Limited)

3. HouseFull Supply Chain Management Limited (Subsidiary of HouseFull International Ltd.)

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2011-12 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2012 will be made available to the members on request at the Registered Office/Corporate office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2011-12 of the Company.

THE EMPLOYEE STOCK PURCHASE SCHEME

In accordance with RJL Employees' Stock Purchase Scheme - 2008 (RJL ESpS-2008) as approved by the members at the 19th Annual General Meeting, the ESPS Compensation committee at it's meeting held on January 20, 2011, had considered the onward offering of ESPS shares to the recommended employees under the Tranch II.

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company has opted for trust route for offering ESPS and 720,000 shares were issued to the Trust in F.Y 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) is Rs. 21.58.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, leadership and achievements.

This year also, your Company has been honored by Gems and Jewellery Export Promotion Council of India with the award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes".

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart's 'International Supplier of the Year' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act,

1956. A separate report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2012 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2012 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2012-13. The Company's shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Veerkumar Shah and Mr. Arun Sathe retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

The Board has approved the re-appointment of Mr. Sumit Shah as Managing Director of the Company for the further period of five year and the approval of the members is being sought at this Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s. S. R. Batliboi & Associates, Chartered Accountants, the statutory auditors of the Company have expressed their unwillingness for re-appointment at the ensuing Annual General Meeting. The Audit Committee members and the Board of Directors have recommended the appointment of M/s. J. K. Shah & Co., Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants under the provisions of Section 224(1B) of the Companies Act, 1956 expressing their willingness for appointment as Statutory Auditors, if made by the members will be within the statutory limits prescribed.

AUDITORS OBSERVATIONS

As explained in Note 40 to the financial statements, the Auditors have observed that the basis of computing cost of loose polished diamonds, is not in accordance with the method prescribed under Accounting Standard (AS) - 2 'Valuation of Inventories' impact whereof on the profit for the year and therefore, they are unable to comment on the consequent effect thereof on the accompanying financial statements.

Management Perception:

In view of management, considering the nature of variation in the value of individual diamonds, the differentials in their costs, and numerous number of assortments and re-assortments to multiple grades, it is not practicable to maintain grade-wise inventory records and to compute the cost of loose polished diamonds using either first in first out, weighted average cost or Specific Cost. Inventory as at the year end is based on management's best technical estimate of replacement cost of the respective grade of diamonds.

FIXED DEPOSITS

During the financial year 2011-12, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R & D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation product enhancements.

Benefits derived as a result of the above R & D for better productivity and cost reduction:

(a) Enhanced productivity and reduction in production lead time.

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development

of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological up-gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies

Act, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the annual accounts on a 'going concern' basis.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company's principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company's customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah Managing Director Executive Director

Mumbai, July 30, 2012

---

Mar 31, 2011

Dear Members,

The Directors take great pleasure in presenting the 22nd report on the business and operations of your Company along with, the Annual Report and Audited Financial Statements for the Financial Year 2010-11.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs. 345 millions, a growth of 32.69% as compared to PBT of Rs. 260 millions in the previous year.

Highlights of the financial performance are as follows:

(Rs. in millions)

2010-11 2009-10

Sales 6,051 4,753

Gross Profit 614 477

PBID 496 382

'Less: Interest 101 81

Less: Depreciation 50 41

„PBT 345 260

Provision for Tax 15 26

PAT 330 234

Add: Balance brought forward

from PY 1,323 1,151

Profit available for appropriation 1,653 1,385

Appropriations:

Transfer to Reserve Fund

General Reserve 25 18

Dividend on Equity Shares 38 38

Corporate Dividend Tax 6 6

Balance carried forward 1,583 1,323

A detailed analysis of the financials is given in the Management's Discussion and Analysis report that forms part of this Annual Report.

DIVIDEND

The Directors recommend a dividend of 20% i.e. Rs. II- per share, subject to approval of the shareholders at the ensuing 22nd Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 44,643,982/-.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register, of Members of the Company as on September 7, 2011. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 30, 2011.

CONVERTIBLE SHARE WARRANTS

During the financial year under review, your Company has issued 2,000,000 Convertible Share Warrants to the Promoters /promoter group and strategic investors, on preferential basis after receipt of 25% of the total consideration @ of Rs. 76.00/- per warrant i.e. Rs. 19/- per warrant. The said issue of Convertible Share Warrants was made in accordance with the SEBI (ICDR) Regulations, 2009, after obtaining the approval of members of the Company vide Postal Ballot Resolution.dated March 7, 2011.

SUBSIDIARIES

During the financial year under review, your Company has acquired 100% equity of M/s. N. Kumar Diamond Exports Ltd., a company engaged in the business of import and export of cut and polished diamond along with its wholly owned subsidiary House Full International Ltd., the fastest growing Home retailers in India. As a result of this acquisition, both N. Kumar Diamond Exports Ltd. and House Full International Limited have become the wholly owned direct subsidiary and indirect subsidiary respectively of the Company.

Hence as on March 31, 2011, your Company had following direct and indirect subsidiary companies:

DIRECT SUBSIDIARY COMPANIES

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited

INDIRECT (STEP-DOWN) SUBSIDIARY COMPANIES

1. Renaissance Adrienne LLC, California (Subsidiary of Renaissance Jewelry N.Y Inc.)

2. House Full International Ltd. (Subsidiary of N. Kumar Diamond Exports Limited)

3. House Full Supply Chain Management Limited (Subsidiary of House Full International Ltd.)

4. Renaissance Realtors Private Limited (Subsidiary of N. Kumar Diamond Exports Limited)

INCORPORATION OF A WHOLLY OWNED SUBSIDIARY IN BANGLADESH

The Company's maiden manufacturing project in Bangladesh was conceptualized during the financial year under review. A wholly owned Subsidiary viz., Renaissance Jewellery Bangladesh Pvt. Ltd. was incorporated on April 13, 2011 to set up the said project.

FINANCIAL STATEMENTS / REPORTS OF THE SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2010-11 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2011 will be made available to the members on request at the Registered Office/Corporate Office of the Company and same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2010-11 of the Company.

THE EMPLOYEE STOCK PURCHASE SCHEME

The Company has, in accordance with RJL Employees' Stock Purchase Scheme - 2008 (ESPS Scheme) as approved by the members at the 19th Annual General Meeting, the ESPS Compensation committee at its meeting held on January 20, 2011, considered the onward offering of ESPS shares to the recommended employees under the Tranch It.

In the Tranch I, the Company had offered 617,500 shares to total 9 employees. 155,000 shares were transferred back to the RJL Employee Welfare Trust due to non-acceptance/ disqualification of 3 employees.

The Committee after considering the eligibility criteria under the Scheme offered 257,490 shares under ESPS Tranch II to 72 employees at the rate of Rs. 10/- per share with premium of Rs. 55/- per share.

The details of the employees to whom the ESPS were offered are attached to this report as Annexure I.

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company has opted for trust route for offering ESPS and 720,000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) is Rs. 17.30.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, leadership and achievements. Following are some of the awards/recognition received by the Company in - the past:

> SEEPZ-SEZ Star 2000-2001 Award

> Wal-Mart's 'International Supplier of the Year' Award

> GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

> Emerging India Awards 2009



CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2011 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2011 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2011-12. The Company's shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Niranjan A. Shah and Mr. Anil K. Chopra retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s. J. K. Shah & Co., Chartered Accountants, the statutory auditors of the Company have expressed their unwillingness for re-appointment at the ensuing Annual General Meeting. The Audit Committee members and the Board of Directors have recommended the appointment of M/s. S. R. Batliboi & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received a letter from M/s. S. R. Batliboi & Associates, Chartered Accountants under the provisions of Section 224(1 B) of the Companies Act, 1956 expressing their willingness for appointment as Statutory Auditors, if made by the members will be within the statutory limits prescribed.

INTERNAL AUDITORS

During the year under review, the Company has engaged the services of M/s. Jayesh Dadia & Associates, Chartered Accountants, as Internal Auditors to carry out internal audit on regular basis. The reports of the internal audit were presented for review before the Audit Committee. The Audit Committee also scrutinizes all the programmes and adequacy of the internal audits.

FIXED DEPOSITS

During the financial year 2010-11, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy-intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R & D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation product enhancements.

Benefits derived as a result of the above R & D for better productivity and cost reduction:

(a) Enhanced productivity and reduction in production lead time.

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological up-gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 of the Company for that period;

iii. The Directors have 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;

iv. The Directors have prepared the annual accounts on a 'going concern' basis

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the- Company's principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company's customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward. To their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Submit Shah Hitesh Shah

Managing Director Executive Director

Mumbai, May 30, 2011

---

Mar 31, 2010

The Directors take great pleasure in presenting the 21st report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2009-10.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs. 260 Millions, a growth of 22.64% as compared to PBT of Rs. 212 Millions in the previous year.

Highlights of the financial performance are as follows: 2009-10 2008-09

Sales 4,753 . 6,694

Gross Profit 477 455

PBID 382 381

Less: Interest 81 132

Less: Depreciation 41 37

PBT 260 212

Provision for Tax 26 9

PAT 234 203

Add: Balance brought forward

from RY 1,151 997

Profit available for appropriation 1,385 1,200

Appropriations:

Transfer to Reserve Fund

General Reserve 18 15

Dividend on Equity Shares 38 29

Corporate Dividend Tax 6 5

Balance carried forward 1,323 1,161

A detailed analysis of the financials is given in the Managements Discussion and Analysis report that forms part of this Annual Report,

DIVIDEND

The Directors recommend a dividend of 20% i.e. Rs. 2/- per share, subject to approval of the shareholders at the ensuing 21st Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 44,643,981/-.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on August 25, 2010. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 17, 2010.

SUBSIDIARIES

During the financial year under review, your Company has formed one subsidiary company viz. Verigold Jewellery (UK) Ltd. at London, United Kingdom to access & explore UK & European Market.

Also the US based subsidiary, Renaissance Jewelry New York, Inc., has entered into a Joint venture with Adrienne Designs, Santa Ana, California viz. Renaissance Adrienne LLC for distribution of gold chains & other Jewellery products.

Hence as on March 31, 2010, your Company had two foreign subsidiaries viz. Renaissance Jewelry New York, Inc. (RJNY) & Verigold Jewellery (UK) Ltd., London and one step-down subsidiary viz. Renaissance Adrienne LLC, California.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report the Directors Report and financial statements of its subsidiaries. The Company had applied to the Central Government of India for an exemption from attaching the Directors Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2009-10. The Central Government, vide its letter No. 47/581/2010-CL-lll dated June 8, 2010, has granted the exemption for the year ended March 31, 2010. Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2010 will be made available to the members on request at the Registered Office/Corporate office of the Company and same will be kept open for inspection by any member during the office hours of the Company.

SHARE CAPITAL

As a result of amalgamation of Verigold Fine Jewellery Private Limited and L. J. Creations Private Limited with the Company, the Authorised share capital of the Company stands increased to Rs. 27,00,00,000/- (Rupees Twenty Seven Crores only) divided into Rs. 2,70,00,000/- (Two crore Seventy Lacs) Equity shares of Rs. 10/- (Rupees Ten only) each.

THE EMPLOYEE STOCK PURCHASE SCHEME

The Company has, in accordance with the Employee Stock Purchase Scheme as approved by the members at the 19,h Annual General Meeting, issued 720,000 (Seven Lac Twenty Thousand) equity shares @ of Rs. 50/- per share to

RENAISSANCE JEWELLERY LIMITED

The RJL Employee Welfare Trust for onward offering the. same to the recommended employees.

The ESPS Compensation Committee at its meeting held on July 30, 2009 has considered the onward offering of ESPS shares to the recommended employees.

The Committee after considering the eligibility criteria under the Scheme offered these shares to certain employees at the rate of Rs. 10/- per share with premium of Rs. 40/- per share.

Thus, during the financial year under consideration 6,17,500 ESPS shares were offered to the recommended employees of the Company and its subsidiary, as per the details given below;

Name of Designation No of % of Consideration Employee Shares Shares receivereceivable issued during the year (A) Renaissance Jewellery Ltd. Amount (Rs.)

Mr. Neville Tata Executive 1,25,000 20.24 2,083,350 2,083,350 2,083,300

Director

Mr. Nikesh Shah VP - 1.25.000 20.24 2,083,350 2,083,350 2,083.300 Production

Mr. Parag Shah VP - 50,000 8.10 833.350 833,350 833,300

Operations

Mr.Sandeep Shah VP - 50,000 8.10 833,350 833,350 833..300

Procurement

Sub Total (A) 3,50,000 56.68

(B) Renaissance Jewelry New York Inc.

Mr. Nilesh Shah Chief Financial 75,000 12.15 1,250,000 1,250,000 1,250,000 Officer

Mr. AviLevy President- 1.25,000 20.24 2.083.350 2.083,350 2.083,300

Sales

Mr. Samir Sr. VP- 37,500 6.07 625,000 625,000 625,000

Sanghani Sales

Ms. Holly White VP - 15000 2.43 250,000 250.000 250,000 Sales

Ms. Robin RotStein VP - 15,000 2.43 250,000 50,000 250,000

Merchandising

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration

Diluted Earning Per Share (EPS) pursuant to issuance of shares under ESPS: Rs.12.28.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, Leadership and Achievements.

Your Company has been honored with Emerging India Awards 2009, the Indias SME sector award jointly organized by ICICI Bank and CNBC TV18 to recognize and reward Indias most globally competitive SMEs whose business practices are at par with global giants.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2010 was placed before the Board of Directors and the Board has noted the same, A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2010 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. TheCompany has paid the applicable listing fees to these Stock Exchanges for the financial year 2010-11. The Companys shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd, (NSDL) In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Companys shares on either of the Depositories as aforesaid,

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a- scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Pramod Lele, Independent Director of the Company resigned from the Board of your Company, w.e.f.April 15, 2010. The Board places on record its appreciation for the valuable services rendered by Mr. Lele during his tenure as the member of the Board and its Committees.

Mr. Arun Sathe was appointed as an Independent Director to fill the casual vacancy caused by resignation of Mr. Pramod Lele, at the Board Meeting held on May 27, 2010.

Mr. Veerkumar Shah and Mr. Vishwas Mehendale retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. - The Board recommends their re-appointment.

Brief resume of the Directors .proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s J. K, Shah & Co, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

FIXED DEPOSITS

During the financial year 2009-10, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings > and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy-intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R&D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation- product enhancements.

Benefits derived as a result of the above R & D for better productivity and cost reduction:

(a) Enhanced productivity and reduction inproduction lead time:

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been, taken for further development of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological up-gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

(c) Foreign exchange earnings and outgo: FY. 2009-10 JF.Y. 2008-09

Foreign Exchange Eam.rgs 4746 85 6687.56

Foreign Exchange Outgo 2236.77 2918.71

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have 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 of the Company for that period;

(iii) The Directors have 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;

(iv) The Directors have prepared the annual accounts on a going concern basis.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Companys principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Companys customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah

Managing Director Executive Director

Mumbai, May 27, 2010