Directors Report of RO Jewels Ltd.

Mar 31, 2024

Your Directors are pleased to present the 6^th Annual Report of the Company together with the
audited financial statements of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Directors'' Report is prepared based on the stand alone financial statements of the company.

(Amount in Rs)

PARTICULAR	2023-24	2022-23
Total Income for the year was	36760.65	50706.45
Profit/(Loss) Before Depreciation And Taxes	124.41	257.09
Less: Depreciation	20.14	6.11
Net Profit/(Loss) Before Tax	104.27	250.98
Less: Provision For Tax	12.00	50.00
Deferred Tax	--	--
Profit/(Loss) After Tax	92.27	200.98
|!ps	0.09	0.20

2. OPERATION &REVIEW

Your Company''s revenue was 3,67,60,65,371.23 in Financial year 2023-24 as Compared to 5,07,06,45,360.12 in
Financial year 2022-23, which is Higher than previous year and Profit after tax was placed at Rs. 92,27,354.98
in Financial year 2023-24 as Compared to profit of Rs. 2,00,97,959.88 in Financial year 2023-24.EPS of the
Company is 0.09.

3. DIVIDEND

The Board of Directors of Your Company has not recommended anydividend for the Financial Year ended
31st March 2024.

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

Since there was no unpaid/unclaimed dividend, the provisions of Section125 of the Companies Act, 2013 do not
apply.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves
account.

6. MATERIAL CHANGES & COMMITMENTS AND CHANGE IN THE NATURE OF THEBUSINESS

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

7. DIRECTORS & KEY MANAGERIALPERSONNEL

Name of Director	Category
Mr. Shubham Bharatbhai Shah	ManagingDirector
Mr. Bharat Rasiklal Shah	Whole time Director
Mrs. Pravinaben Shah	Non-executive Non-independent Director
Mr. Yashesh Vasant Patel	Non-ExecutiveIndependent Director
Mr. Taresh Limbacheya	Non-ExecutiveIndependentDirector
Mr. Mukesh Sevantilal Surani	Executive Director

Mr. Mukeshkumar Sevantilal Surani has resigned from the Directorship of the Company on 16^th
August, 2023 and was again appointed on 4^th March, 2024.

Further there was no change in the Board of Director of the Company except above changes.

8. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013.

9. NUMBER OF BOARD MEETINGS

During the year under review, Nine meetings of the Board of Directors were held in compliance with
the Companies Act, 2013 and Listing Regulations, in respect of said meetings proper notices were given
and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Dates of Board meetings are as follows:

Sr. No.	Date of Board meeting	No. of Directors attended the Board Meeting
1.	30-05-2023	6
2.	16-08-2023	6
3.	07-09-2023	5
4.	30-09-2023	5
5.	07-10-2023	5
6.	15-12-2023	5
7.	16-01-2024	5
8.	04-03-2024	5
9.	29-3-2024	6

10. FORMAL ANNUAL EVALUATION

The Human Resources, Nomination and Remuneration Committee has devised a criteria for evaluation
of the performance of the Directors including the Independent Directors. The said criteria provides
certain parameters like attendance, acquaintance with business, communication inter se between
board members, effective participation, domain knowledge, compliance with code of conduct, vision
and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws,
regulations and guideline.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with explanation relating to materialdepartures;

b. The directors have selected such accounting policies and applied them consistently and made
judgmentsandestimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthe state of
affairs of the company at the end of the financial year and of the profit/loss of the company for
thatperiod;

c. 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 otherirregularities;

d. The directors have prepared the annual accounts on a going concern basis;and

e. The directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operatingeffectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all
applicablelawsandthatsuchsystemswereadequateandoperatingeffectively.

12. ADEQUACY OF INTERNAL FINANCIALCONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements.
The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial
controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

13. CHANGE IN CAPITAL SRUCTURE OFCOMPANY

During the period under review, the Company has not made any changes in capital structure of the
company.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY

During the year under the review there are no other material changes and commitments affecting
the financial position of the Company occurred between the end of the financial year to which this
Financial Statements relate and the date of this report.

15. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company at
www.rojewels.co.in.

16. AUDITORS AND THEIR REPORT

a. STATUTORY AUDITORS

The Company has appointed M/s. Rajesh J. Shah & Associates, Chartered Accountants (Firm
Registration No. 108407W) as Statutory Auditors of the Company as per the Provisions of Section
139 of the Companies Act, 2013 for a period of Five Years and they will continue to hold the
office till the conclusion of 11^th AGM of the Company.

The Company has received a confirmation from the said Auditors that they are not disqualified to
act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary
resolution for appointment of the said Auditors is included in the Notice of AGM for seeking
approval of members.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks
in their report are self-explanatory and do not call for any further comments.

Reporting of Fraud

The Auditor of the Company have not reported any instances of fraud committed against the
Company by its officers or employees as specified under Section 143(12) of the Companies Act,
2013.

b. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under practicing Company Secretary
have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor
is enclosed to this report as "Annexure - A". The report is self-explanatory.

c. COST AUDITORS

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

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of the provisions of
Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit)
Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of
deposits which are not in compliance with Chapter V of the Act is not applicable.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

19. RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risks to the
Company''s continued existence as a going concern and to its growth are identified and addressed on
timely basis. Report on RiskManagement forms an integral part of this Annual Report.

20. WHISTLE BLOWER POLICY

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism
and Whistle-blower policy under which the employees are encouraged to report violations of
applicable laws and regulations and the Code of Conduct - without fear of any retaliation.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy against Sexual Harassment at workplace in line with the
requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Policy is available on the website of the Company at www.rojewels.co.in.

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under
this policy.

There were no complaints received, during the period under review.

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and
implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

During the year, the Company has not given any loan, guarantee or provided security in connection
with the loan to any other body corporate or person or made any investments hence no particulars of
theloans, guarantees or investments falling under the provisions of Section 186 of the Companies Act,
2013 are provided by the Board.

24. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as
defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms''
length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies
act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per " Annexure
- B".

However, there are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel, or other designated persons which may have potential conflict
with the interest of the company at large.

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

There is no significant and material order was passed by regulators or courts or tribunals
impacting the going concern status and company''s operations in future.

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

A. CONSERVATION OFENERGY:

o the steps taken or impact on conservation of energy: Nil

o the steps taken by the company for utilizing alternate sources of energy: None
o the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

o the efforts made towards technology absorption: None

o The benefits derived like product improvement, cost reduction, product development or
import substitution: None

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

> The details of technology imported: None

> The year of import: N.A.

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

> If not fully absorbed, are as where absorption has not taken place, and there as on
thereof:

> The expenditure incurred on Research and Development: Nil

27. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS''
RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

a. Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of Section 177 of
the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended)
and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of the
Company''s Equity Shares) vide resolution dated December 13, 2019.

The composition of the Audit Committee and details of meetings attended by the members of the
Audit Committee are given below:

Name	Designation	Category	Number of Meetings
			Held	Attended
Mr. Taresh Limbacheya	Chairman	Non-executive Independent Director	6	6
Mr. Yashesh Vasant Patel	Member	Non-executive Independent Director	6	6
Mrs. Pravinaben Bharatbhai Shah	Member	Non-Executive - Non¬ Independent Director	6	6

b. Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other
applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon
listing of the Company''s Equity Shares). The Nomination and Remuneration Committee comprises the
following members:

Name	Designation	Category	Number of Meetings
			Held	Attended
Mr. Taresh Limbacheya	Chairman	Non-executive Independent Director	2	2
Mr. Yashesh Vasant Patel	Member	Non-executive Independent Director	2	2
Mrs. Pravinaben Bharatbhai Shah	Member	Non-Executive Director	2	2

The Company''s remuneration policy is directed towards rewarding performance based on the
review of achievements periodically. The remuneration policy is in consonance with existing
industry practice. The Policy of the Nomination and Remuneration Committee has been placed on
the website of the Company at www.rojewels.co.in, and the salient features of the same have
been disclosed under "Annexure-C".

C. Stakeholder''s RelationshipCommittee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other
applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations.

The constituted Stakeholders Relationship Committee comprises the following members:

Name	Designation	Category	Number of Meetings
			Held	Attended
Mr. Taresh	Chairman	Non-executive Independent	1	1
Limbacheya		Director
Mr. Yashesh Vasant	Member	Non-executive Independent	1	1
Patel		Director
Mr. Pravinaben	Member	Non-Executive - Non-	1	1
Bharatbhai Shah		Independent Director

d. Sexual HarassmentCommittee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors in compliance with
the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

Name	Designation	Category	Number of Meetings
			Held	Attended
Mrs. Pravinaben Bharatbhai Shah	Chairman	Non-Executive - Non¬ Independent Director	1	1
Mr. Taresh Limbacheya	Member	Non-executive Independent Director	1	1
Mr. Yashesh Vasant Patel	Member	Non-executive Independent Director	1	1

28. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on 16^th January 2024,
inter-alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the
Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management and
the Board that is necessary to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

29. MANAGEMENT DISCUSSION ANDANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of
SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the companies'' current working and future outlook of as per
"Annexure-D"

30. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015,
Report on Corporate Governance is applicable on the Company, hence Company has obtained a
Certificate from Practicing Company Secretary certifying the same.

31. ACKNOWLEDGEMENTS

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

Date:06/09/2024 By Order of the Board of Directors

Place: Ahmedabad RO JEWELS LIMITED

Registered Office:707 Ador Asspire,

Nr. Gulbai TekraBRTS Bus Stop, University to
Panjrapole Road, , Ahmedabad, GJ 380015

Sd/- Sd/-

Shubham B. Shah Bharat R. Shah

Managing Director Whole-time Director

(DIN No. 08300065) (DIN No. 08300063)