Directors Report of Vega Jewellers Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Financial
Statements for the year ended 31st March 2025 including annexures thereto and Report of Auditor''s
thereon.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The Company''s Financial during the period ended 31st March 2025 has been as under:

Particulars	( 2024-25	Rs. in lakhs) 2023-24
Revenue from operations	1030.28	--
Other income	34.12	33.47
Total Income	1064.40	33.47
Employee benefit expenses	--	3.13
Purchase of Traded Goods	1051.94	--
Changes in inventories of finished goods, by-products and work in progress	(65.33)	--
Other Expenditure	54.49	7.88
Total Expenses	1041.10	11.01
Profit/(Loss) - Before Tax & Exceptional Items	23.30	22.50
Current Tax	3.59	6.00
Deferred Tax	1.11	0.36
Profit/(Loss) - After Tax	18.60	16.10
Other comprehensive Income (Net Tax)	--	--
Total Comprehensive Income	18.60	16.10

2. REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a Total Income of Rs. 1064.40 Lakhs and
Profit of Rs. 18.60 Lakhs as against the Total Income of Rs. 33.47 Lakhs and Profit of Rs. 16.10 Lakhs
in the previous financial year ending 31.03.2024.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on the Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation
34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of
this Report.

• During the year under review, the Company has changed its name in the Financial Year from PH
Trading Limited to Vega Jewellers Limited w.e.f., 24.01.2025.

• Further, the Company also altered its Memorandum of Association and added Jewellery to its existing
Objects. w.e.f 28.09.2024

• Further, the Company also changed its Registered Office from State of Kolkata to State of
Maharashtra w.e.f 08.01.2025.

4. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has not
proposed to transfer any amount to general reserves account of the Company during the year under
review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st 2025
is Rs. 231.44 Lakhs.

5. DIVIDEND AND DIVIDNEND DISTRIBUTION POLICY:

Directors have not recommended any dividend for the financial year 2024-2025.

The Dividend Distribution Policy is not applicable to the Company for the financial year 2024-2025.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review the Company has amended its Memorandum of Association to add
jewellery business to its existing objects which was approved by members by passing Special
resolution in the previous Annual General Meeting held on 28.09.2024.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which the
financial statements relate and the date of the report.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. CAPITAL STRUCTURE OF THE COMPANY:

During the year under review, the Company''s authorized share capital stands at Rs. 50,00,000 /-
divided into 5,00,000 equity shares of Rs. 10/- each and the paid-up share capital stands at Rs.
48,00,000/- divided into 4,80,000 equity shares of Rs. 10/- each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/
CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 6 Directors, out of which two are Independent, including
one Women director, and two are Executive and two are Non-Executive & Non-Independent
Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company
Appointments of Directors/KMP’s made during the year:

S. No	Name of Directors/KMP’s	Designation	Date of Appointment
1.	Ms. Vimala Pudigala	Chief Financial Officer	30th May 2024

Resignation of Directors/KMP’s during the year:

S. No	Name of Directors/KMP’s	Designation	Date of Resignation
1.	Ms. Kishore Abburi	Chief Financial Officer	29th April 2024
2.	Mr. Ajay Suresh Yadav	Independent Director	17th May 2024
3.	Mr. Bhavesh Prabhudas Vora	Independent Director	17th May 2024

b) Key Managerial Personnel:

Key Managerial Personnel for the Financial year 2024-25:

S. No	Name of Directors	Designation
1.	Naveen Kumar Vanama	Managing Director
2.	Vimala Pudigala	Chief Financial Officer
3.	B. Kiran Kumar	Company Secretary and Compliance Officer

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

Detailed in Explanatory Statement for Items Nos 2 and 3.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all
the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs
(IICA), Manesar and have included their names in the databank of Independent Directors within the
statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act
and the Company''s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgement
and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

12. BOARD MEETINGS:

The Board of Directors duly met Ten (10) times on 29.04.2024, 30.05.2024, 07.08.2024, 05.09.2024,
09.11.2024, 15.11.2024, 13.12.2024, 26.12.2024, 03.01.2025 and 24.01.2025 and in respect of
which meetings, proper notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.

Name	Designation	No of Meetings held	No. of Board meetings entitled to attend	No of Meetings attended
Mr. Naveen Kumar Vanama	Managing Director	10	10	10
Mr. Sudhakar Vanama	Executive Director	10	10	10
Mr. Rama Mohana Rao Bandlamudi	Non-Executive & Non¬ Independent Director (NED)	10	10	10
Mr. Chandrakanth Chereddi	Non-Executive & Non¬ Independent Director (NED)	10	10	10
Mr. Murali Krishna Lan ka	Independent Director	10	10	10
Mrs. Srisailapu Surya Varnika	Independent Director	10	10	10

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

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

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors which was conducted on 12.02.2025 evaluated the
performance of non-independent directors, the Board as a whole and the Chairman of the Company,
taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF
THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure I (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the
name of every employee is annexed to this Annual report as Annexure I (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration
of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the
limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197 (12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 no remuneration is
paid to any of the directors of the Company for the Financial Year ended 2024-2025.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the company
for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations,
commensurate with its size and operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Statutory Auditors, Internal Auditors and Secretarial Auditors
have not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore, no detail
is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company did not have any subsidiaries, associates and joint
ventures.

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

There have been no companies which have become or ceased to be the subsidiaries, joint ventures
or associate companies during the year.

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31,2025,
and as such, no amount of principal or interest on public deposits was outstanding as on the date of
the balance sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025,
there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending
the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the
Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan
by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has given a loan of Rs. 0.87 Lakhs to Vega Jewellers and taken 36.49 lakhs from Mr.
Naveen Kumar Vanama (Managing Director) of the Company during the year under review.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a
procedure for assessment and minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk management process. The Board is
of the opinion that there is no threat to the existence of the Company.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read
with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the Investor
Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under the
Section 125(1) and Section 125(2) of the Act.

26. DETAILS OF THE NODAL OFFICER:

The Company has designated Mr. Naveen Kumar Vanama, Managing Director as a Nodal Officer for
the purpose of IEPF.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length
basis and were in the ordinary course of business. During the financial year 2024-25, there were no
materially significant related party transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board
and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the
related parties for the financial year is obtained from the Audit Committee. The transactions with the
related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus
approval so granted are reviewed and approved by the Audit Committee and the Board of Directors
on a quarterly basis. The summary statements are supported by an independent audit report
certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy-efficient computers and
purchase of energy-efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not
applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the
Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of
Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read with
Schedule II thereof, inter alia, includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

vi. reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a 380[public issue or rights issue or
preferential issue or qualified institutions placement], and making appropriate recommendations to
the board to take up steps in this matter;

vii. reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit
process;

viii. approval or any subsequent modification of transactions of the listed entity with related parties;

ix. scrutiny of inter-corporate loans and investments;

x. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. evaluation of internal financial controls and risk management systems;

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

xviii. to review the functioning of the whistle blower mechanism;

xix. approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013
and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Seven (7) Audit Committee Meetings held during the year on 30.05.2024, 07.08.2024,
05.09.2024, 09.11.2024, 15.11.2024, 03.01.2025 and 24.01.2025.

Name	Designation and Category	No of Meetings held	No. of Board meetings entitled to attend	No of Meetings attended
Mr. Murali Krishna Lanka #	Chairman NED (I)	7	7	7
Mrs. Srisailapu Surya Varnika #	Member NED (I)	7	7	7
Mr. Naveen Kumar Vanama #	Member (ED)	7	7	7

NED (I): Non-Executive Independent Director
ED: Executive Director

(II). NOMINATION AND REMUNERATION COMMITTEE:

(Nomination and Remuneration Committee constituted in terms of Section 178 of Companies Act,
2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015)

The terms of reference of the Nomination and Remuneration committee constituted in terms of
Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR) Regulations, 2015
are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iv. devising a policy on diversity of board of directors;

v. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, 2 (Two) meetings of the Nomination & Remuneration Committee
were held on 30.05.2024 and 03.01.2025.

Name	Designation and Category	No of Meetings held	No. of Board meetings entitled to attend	No of Meetings attended
Mr. Murali Krishna Lanka	Chairman NED (I)	2	2	2
Mrs. Srisailapu Surya Varnika	Member NED (I)	2	2	2
Mr. Chandrakanth Chereddi	Member (NED)	2	2	2

NED (I): Non-Executive Independent Director
NED : Non-Executive Director

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the
head “Board Evaluation” above.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis,
appropriate skills, knowledge and experience required of the Board as a whole and its individual
members. The objective is to have a board with diverse background and experience that are
relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account
factors, such as:

• General understanding of the Company''s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or
other association of individuals including his shareholding at the first meeting of the Board in every
financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of
having a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually. The Board shall re¬
assess determinations of independence when any new interest or relationships are disclosed by a
Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies
Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant
expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or
member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship
with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors,
during the [three] immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company
during the three immediately preceding financial years or during the current financial year of face
value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its
holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, in excess of such amount as may be specified during the three immediately preceding
financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third
person to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, for such amount as may be specified during the three immediately preceding financial
years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income:
Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary
or associate company or their promoters, or directors in relation to points (A) to (D) above shall not
exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount
as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the
listed entity or its holding, subsidiary or associate company [or any company belonging to the
promoter group of the listed entity,] in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten per cent or more of the gross turnover of such
firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in
Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way that it does not interfere with
their role as Director of the Company. The NR Committee shall take into account the nature of, and
the time involved in a director service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be
public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more
than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included and
all other companies including private limited companies, foreign companies and companies under
Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, Key Managerial Personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,
recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the
Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and
other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity
Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include
the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee

and Annual performance bonus will be approved by the committee based on the achievement
against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall limits
approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and
the Committees thereof. The Non- Executive Directors shall also be entitled to profit related
commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration shall be determined within the appropriate grade and shall be based on various
factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for
equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by
the Board and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ P/
2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company
adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors,

the report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has

informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere with
their role as director of the company. The NR Committee shall take into account the nature of and
the time involved in a director''s service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be
public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more
than 3 listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5
committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included and
all other companies including private limited companies, foreign companies and companies under
section 8 of the companies Act, 2013 shall be excluded.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act,
2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

The Composition of Stakeholders'' Relationship Committee during the year.

Name	Designation and Category
Mr. Rama Mohana Rao Bandlamudi #	Chairman (NED)
Mr. Murali Krishna Lanka #	Member NED (I)
Mr. Sudhakar Vanama #	Member (ED)

NED: Non-Executive Director

NED (I): Non-Executive Independent Director

ED: Executive Director

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE
YEAR 2024-25:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on.	NIL
Number of complaints resolved.	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2025.	NIL
Complaints pending as on March 31, 2025.	NIL
Number of Share transfers pending for approval, as on March 31, 2025.	NIL

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000
Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the
Company need not adopt any Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22 of SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the
Companies Act 2013, enabling stakeholders to report any concern of unethical behaviour, suspected
fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and Managing
Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit
Committee.

The policy is available on the website of the Company at https://vegajewellers.com/

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the
going concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

M/s. Sagar & Associates., Chartered Accountants (Firm Registration No.003510S), were appointed
as the Statutory Auditors of the Company at the 1st Extra Ordinary General Meeting of the Company

held on December 12, 2024, to hold office till the conclusion of this Annual General Meeting of the
Company to be held in the year 2025.

Accordingly, M/s. Sagar & Associates., Chartered Accountants, Statutory Auditors of the Company
are now being appointed for 5 years from conclusion of this 43rd Annual General Meeting to 48th
Annual General Meeting. In this regard, the Company has received a Certificate from the Auditors to
the effect that their continuation as Statutory Auditors would be in accordance with the provisions of
Section 141 of the Companies Act, 2013.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s. Sagar &
Associates., Chartered Accountants, for the financial year ended on 31st March, 2025 are self¬
explanatory and do not call for any further comments. The Auditors'' Report does not contain any
qualification, reservation or adverse remark.

34. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit
Committee, the Board of Directors had appointed M/s. Ajay Yadav & Associates, Practicing Company
Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the
financial year ended March 31,2025.

The Secretarial Audit was carried out by M/s. Ajay Yadav & Associates, Company Secretaries for the
financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed
herewith as Annexure- 3 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

35. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014
and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules,
2014; during the year under review the Internal Audit of the functions and activities of the Company
was undertaken by the Internal Auditor of the Company by M/s. Sudheer Chunduru & Co., the Internal
Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit
Committee and concerns, if any, are reported to Board. There were no adverse remarks or
qualification on the accounts of the Company from the Internal Auditor.

36. SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

37. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default
under Section 164(2) of the Act, as on March 31,2025.

38. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the
Board of Directors upon recommendation of the Nomination and Remuneration Committee approved
a policy on Director''s appointment and remuneration, including, criteria for determining
qualifications, positive attributes, independence of a Director and other matters. The said Policy is
annexed to this Board Report under Annexure-4 and is also uploaded on the Company''s website at
www.vegajewellers.com.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the
Company www.vegajewellers.com. .

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation
34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 5 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

42. FAMILIARISATION PROGRAMMES:

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

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is
less than Rs. 25 Crores, the provisions relating to Corporate Governance are Not Applicable.

45. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the Directors.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The
Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the consequences of
violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of insider
trading, is available on our website ( www.vegajewellers.com ).

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the
objective of providing a safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available on the website at
www.vegajewellers.com

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted
an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH)
Committees, to inquire and redress complaints received regarding sexual harassment. During the
year under review, there were no Complaints pertaining to sexual harassment.

All employees are covered under this policy. During the year 2024-25, there were no complaints
received by the Committee.

48. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer,
except transmission and transposition, of securities shall be carried out in dematerialized form only
with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system
as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility
of dematerialization from either of the depositories. The Company has, directly as well as through its
RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get
the shares dematerialized.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement or valuation done while taking
Loan from the Banks or Financial Institutions.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to
be implemented.

51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING
THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures are
not required

52. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard
to the affairs of the Company in all respects.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our website.
www.vegajewellers.com

54. EVENT-BASED DISCLOSURES:

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

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: During the year under review, the Company has issued 92,16,298
Convertible Warrants under preferential Allotment.

h) Issue of equity shares with differential rights as to dividend, voting: NA

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

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year and as at end of the Financial year 2024-25.

56. THE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000
listed entities based on market capitalisation. In accordance with the Listing Regulations, our
company does not fall under 1,000 listed entities based on market capitalisation.

57. STATEMENT OF DEVIATION (S) OR VARIATION (S) IN THE USE OF PROCEEDS :

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, it is hereby confirmed that the funds
raised of approx 50 Crores by the Company during the year by way of issue of shares under
preferential allotment through QIP were utilized for the objects for which such funds were raised and
there are no deviations or variations in the use of such proceeds from the objects stated in the offer
document or explanatory statement to the notice for the general meeting/postal ballot, as applicable.

58. FINANCIAL STATEMENTS:

The Financial Statements of the Company for FY 2024-25, are prepared in compliance with the
applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as
well as in accordance with the Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015 The Audited Financial Statements together with the Auditors
Report thereon forms part of this Annual Report

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, along
with relevant documents are available on the website of the Company The annual accounts will be
made available to investors seeking information till the date of the ensuing 43rd AGM of the Company.

59. LISTING OF COMPANY SHARES:

The Company''s Equity shares were listed with M/s. BSE Limited (Stock Exchange).

The Company has paid the Annual Listing Fees to the said Stock Exchange for the F.Y. 2024-25.

60. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

During the Financial Year 2024-25 , Maternity Benefit Act, 1961 is Not Applicable to the Company.

61. MANAGING DIRECTOR (MD) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Managing Director & Chief Financial Officer of the Company have given annual certification on
financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing
Obligation & Disclosure Requirements) Regulation, 2015 for the FY 2024-25.

They had also given quarterly certification on financial results while placing the quarterly results
before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015.

The annual certificate given by the Managing Director & Chief Financial Officer of the Company forms
integral part of this report in Annexure 7.

62. APPOINTMENT OF DESIGNATED PERSON:

In accordance with Rule 9 (4) of the Companies (Management and Administration) Rules 2014, it is
essential for the Company to designate a responsible individual for ensuring compliance with
statutory obligations.

The Company has appointed Mr. Naveen Kumar Vanama, Managing Director of the Company as a
Designated Person and the same shall be reported in the Annual Return of the Company.

63. DATA PRIVACY. DATA PROTECTION, AND CYBERSECURITY:

The Company is committed to upholding the highest standards of data privacy and protection. In the
light of the increasing reliance on digital infrastructure, the Company has implemented the
comprehensive cybersecurity and data protection policies aligned with industry best practices and
the evolving regulatory framework, excluding provisions under the Information Technology Act 2000.
and applicable data protection regulations

Key Initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and
transfer

• Regular third party cybersecurity audits and vulnerability assessments

• Employee training programs on data protection and cybersecurity awareness

• Strict access control mechanisms and implementation of role-based permissions

• Data breach response protocols in accordance with the CERT in guidelines.

The Company continues to invest invest in digital infrastructure to ensure ropust protection of
stakeholder information and business continuity

64. CONSOLIDATED FINANCIAL STATEMENTS:

As per Section 129 (3) of the Companies Act, 2013. the Company is not having any subsidiary,
associate Company and hence this provision is not applicable for the Company for the fY 2024-25.

65. INDIAN ACCOUNTING STANDARDS (Ind AS):

The standalone financial statements of the Company. forming part of the Annual Report, have been
prepared and presented in accordance with all the material aspects of the Indian Accounting
Standards (Ind AS) as notified under section 133 of the Companies Act 2013 read with the
Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (MCA)) and
relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board
of India ("SEBI").

66. AUDIT TRAIL :

The Company has used accounting software for maintaining its books of account for the financial
year ended March 31,2025 which does not have a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded in the software.

67. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory
and governmental authorities. Your Directors also thanks the employees at all levels, who through
their dedication, co-operation, support and smart work have enabled the company to achieve a
moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc.
for their continued support for the growth of the Company.

For and on behalf of the Board of
Vega Jewellers Limited
(Formerly Known as, PH Trading Limited)

Sd/- Sd/-

Naveen Kumar Vanama Sudhakar Vanama
Place: Hyderabad Managing Director Executive Director

Date: August 14, 2025 (DIN:09243947) (DIN:09702707)

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 42nd Boards'' Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March 2024 has been as under:

Particulars	2023-2024	2022-2023
Revenue from operations	--	--
Other income	33.47	3.19
Total Income	33.47	3.19
Employee benefit expenses	3.13	4.73
Other Expenditure	7.88	15.35
Total Expenses	11.01	20.07
Profit/(Loss) - Before Tax & Exceptional Items	22.46	(16.89)
Current Tax	6.36	21.29
Profit/(Loss) - After Tax	16.10	(38.25)
Other comprehensive Income (Net Tax)	--	0.43
Total Comprehensive Income	16.10	(37.82)

2. REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a Total Income of Rs. 33.47 Lakhs and
Profit of Rs. 16.10 Lakhs as against the Total Income of Rs. 3.19 Lakhs and Loss of Rs. 38.25
Lakhs in the previous financial year ending 31.03.2023.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on the Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and forms part of this Report.

4. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st
2024 is Rs. 189.62 Lakhs.

5. DIVIDEND:

Directors have not recommended any dividend for the financial year 2023-2024.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of the Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which
the financial statements relate and the date of the report.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

During the year under review, the Company''s authorized capital stands at Rs. 50,00,000 /-
divided into 5,00,000 equity shares of Rs.10/- each and the paid-up capital stands at Rs.
48,00,000/- divided into 4,80,000 equity shares of Rs. 10/- each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 6 Directors, out of which Two are Independent
including one Women director and Two are Executive and Two Non-Executive & Non¬
Independent Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company
Appointments of Directors/KMP’s made during the year:

S. No	Name of Directors	Designation	Date of Appointment
1.	Mr. Mallinath Madineni	Managing Director	11th August 2024
2.	Mrs. Prathima Mallinath Madineni	Executive Director	11th August 2024
3.	Mr. Ajay Suresh Yadav	Independent Director	11th August 2024
4.	Mr. Bhavesh Prabhudas Vora	Independent Director	11th August 2024
5.	Mr. B. Kiran Kumar	Company Secretary	26th February 2024
6.	Mr. Naveen Kumar Vanama	Managing Director	06th March 2024
7.	Mr. Sudhakar Vanama	Executive Director	06th March 2024
8.	Mr. Rama Mohana Rao Bandlamudi	Non- Executive and Non¬ Independent Director	06th March 2024
9.	Mr. Chandrakanth Chereddi	Non- Executive and Non¬ Independent Director	06th March 2024
10	Mr. Murali Krishna Lanka	Independent Director	06th March 2024
11	Mrs. Srisailapu Surya Varnika	Independent Director	06th March 2024
12	Mr. Kishore Abburi	Chief Financial Officer	06th March 2024
13	Ms. Vimala Pudigala*	Chief Financial Officer	30th May 2024

*Appointment of Ms. Vimala Pudigala (Chief Financial Officer) has been effected post the Financial
year ended 31st March 2024 but before AGM Notice date.

Resignation of Directors/KMP’s during the year:

S. No	Name of Directors	Designation	Date of Appointment
1.	Amar Chand Agarwal	Independent Director	11th August, 2023
2.	Ashok Kumar Rameshwar Lal Jhanwar	Independent Director	11th August, 2023
3.	Arati Trivedi	Independent Director	11th August, 2023
4.	Tushar S Dave	Executive Director	11th August, 2023
5.	Prakash Chandra Himatsingka	Wholetime Director	11th October 2023
6.	Avishek Himatsingka	Director	11th October 2023
7.	Mr. Mallinath Madineni	Managing Director	07th March 2024
8.	Mrs. Prathima Mallinath Madineni	Executive Director	07th March 2024
9.	Mr. Ajay Suresh Yadav	Independent Director	17th May 2024
10	, Mr. Bhavesh Prabhudas Vora	Independent Director	17th May 2024
11	Mr. Ram Deo Agarwala	Chief Financial Officer	31st July 2023
12	, Mr. Kishore Abburi	Chief Financial Officer	29th April 2024

b) Key Managerial Personnel:

Key Managerial Personnel for the Financial year 2023-24:

S. No	Name of Directors	Designation
1 .	Naveen Kumar Vanama	Managing Director
2 .	Kishore Abburi*	Chief Financial Officer
3 .	Vimala Pudigala#	Chief Financial Officer
4 .	B. Kiran Kumar	Company Secretary and Co	mpliance Officer

*Kishore Abburi has been CFO for the Financial year 2023-24.

# Vimala Pudigala has been appointed as CFO, post the Financial year and before AGM Notice Date

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of
the Directors seeking appointment/re-appointments are given as Annexure A in this Annual
Report.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25
of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company''s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

12. BOARD MEETINGS:

The Board of Directors duly met Eight (8) times on 27.04.2023, 11.05.2023, 31.07.2023,
11.08.2023, 09.11.2023, 10.02.2024, 26.02.2024 and 06.03.2024 and in respect of which

meetings, proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose.

Name	Designation	No of Meetings held	No. of Board meetings entitled to attend	No of Meeting s attende d
Mr. Prakash Chandra Himatsingka*	Chairman Executive Director	8	4	4
Mr. Avishek Himatsinga*	Executive Director	8	4	4
Mr. Amar Chand Agarwal *	Non-Executive Independent	8	4	4
Mr. Ashok Kumar Jhanwar	Independent Director	8	4	2
Mrs. Arati T ri vedi	Independent Director	8	4	3
Mr. Tushar S Dave	Executive Director CEO	8	4	4
Mr. Mallinath Madineni	Managing Director	8	5	5
Mrs. Prathima Mallinath Madineni	Executive Director	8	5	5
Mr. Ajay Suresh Yadava	Independent Director	8	5	5
Mr. Bhavesh Prabhudas Vora	Independent Director	8	5	5
Mr. Naveen Kumar Vanama	Managing Director	8	1	1
Mr. Sudhakar Vanama	Executive Director	8	1	1
Mr. Rama Mohana Rao Bandlamudi	Non-Executive & Non-Independent Director (NED)	8	1	1
Mr. Chandrakanth Chereddi	Non-Executive & Non-Independent Director (NED)	8	1	1
Mr. Murali Krishna Lanka	Independent Director	8	1	1
Mrs. Srisailapu Surya Varnika	Independent Director	8	1	1

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

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

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 27.03.2024 to evaluate the
performance of non-independent directors, the board as a whole and the Chairman of the
Company, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure I (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and
the name of every employee is annexed to this Annual report as Annexure I (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

15. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act,
2013 remuneration is paid to one of of the directors of the Company for the Financial Year
ended 2023-2024.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately staffed
with qualified and experienced personnel for implementing and monitoring the internal control
environment.

The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary Company.

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

There have been no companies which have become or ceased to be the subsidiaries, joint
ventures or associate companies during the year.

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March
31,2024 and as such, no amount of principal or interest on public deposits was outstanding as
on the date of the balance sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given a loan of Rs. 225.20 Lakhs and taken 50 lakhs from Variable Plaza
Private Limited and Rs. 5.4 Lakhs from Mr. Mallinath Madineni (Managing Director) of the
Company during the year under review.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all the
risks are timely defined and mitigated in accordance with the well-structured risk
management process.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”) read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central
Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

26. DETAILS OF THE NODAL OFFICER:

The Company has designated Mr. Naveen Kumar Vanama, Managing Director as a Nodal
Officer for the purpose of IEPF.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2023-24,
there were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions
with the related parties for the financial year is obtained from the Audit Committee. The
transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the
omnibus approval so granted are reviewed and approved by the Audit Committee and the
Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm''s length basis and in the
ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this
report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption
are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18
of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177
of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read
with Schedule II thereof, inter alia, includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

iv. reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the
board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

vi. reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a 380[public
issue or rights issue or preferential issue or qualified institutions placement], and making
appropriate recommendations to the board to take up steps in this matter;

vii. reviewing and monitoring the auditor''s independence and performance, and effectiveness of
audit process;

viii. approval or any subsequent modification of transactions of the listed entity with related
parties;

ix. scrutiny of inter-corporate loans and investments;

x. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. evaluation of internal financial controls and risk management systems;

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. to review the functioning of the whistle blower mechanism;

xix. approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans / advances / investments existing as on the date of
coming into force of this provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act,
2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Four (4) Audit Committee Meetings held during the year on 11.05.2023,
11.08.2023, 09.11.2023 and 10.02.2024.

Name	Designation and Category	No of Meetings held	No. of Board meetings entitled to attend	No of Meetings attended
Upto 11th August, 2023*
Mr. Amar Chand Agarwal	Chairperson NED (I)	4	4	4
Mr. Ashok Kumar Rameshwar Lal Jhanwar	Member NED (I)	4	4	4
Mrs. Arati Trivedi	Member NED (I)	4	4	4
Mr. Prakash Chandra Himatsingka	Member (ED)	4	4	4
From 11th August, 2023A
Mr. Mallinath Madineni	Chairperson (E D)	4	4	4
Mr. Ajay Suresh Yadav	Member NED (I)	4	4	4
Mr. Bhavesh Prabhudas Vora	Member NED (I)	4	4	4
From 5th March 2024#
Mr. Murali Krishna Lanka	Chairperson NED (I)	4	NA	NA
Mrs. Srisailapu Surya Varnika	Member (NED (I)	4	NA	NA
Mr. Naveen Kumar Vanama	Member (ED)	4	NA	NA

*Retired w.e.f. 11.08.2023
^AAppointed w.e.f. 11.08.2023
#Appointed w.e.f. 05.03.2024

NED (I): Non-Executive Independent Director
NED : Non-Executive Director
ED: Executive Director

(II). NOMINATION AND REMUNERATION COMMITTEE:

(Nomination and Remuneration Committee constituted in terms of Section 178 of Companies
Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015)

The terms of reference of the Nomination and Remuneration committee constituted in terms of
Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR) Regulations,
2015 are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and on
the basis of such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iv. devising a policy on diversity of board of directors;

v. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors
their appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:

During the financial year 2023-24, Two meetings of the Nomination & Remuneration Committee
were held on 11.08.2023 and 05.03.2024.

Name	Designation and Category	No of Meetings held	No. of meetings entitled to attend	No of Meetings attended
Upto 11th August, 20231
Mr. Amar Chand Agarwal	Chairperson NED (I)	2	2	2
Mr. Ashok Kumar Rameshwar Lal Jhanwar	Member NED (I)	2	2	2
Mrs. Arati Trivedi	Member NED (I)	2	2	2
Mr. Prakash Chandra Himatsingka	Member (ED)	2	2	2
From 11th August 2024A
Prathima Mallinath Madineni	Chairperson	2	2	2
Ajay Suresh Yadav	Member NED (I)	2	2	2
Bhavesh Prabhudas Vora	Member NED (I)	2	2	2
From 5th March 2024#
Mr. Murali Krishna Lanka	Chairperson NED (I)	2	NA	NA
Mrs. Srisailapu Surya Varnika	Member NED (I)	2	NA	NA
Mr. Chandrakanth Chereddi	Member (NED)	2	NA	NA

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under
the head “Board Evaluation” in Directors'' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’

INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as independent Directors of the
Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance
with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis,
appropriate skills, knowledge and experience required of the Board as a whole and its
individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as: ¹

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting of the
Board in every financial year and thereafter whenever there is a change in the disclosures
already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective
of having a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at
time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or
relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant
expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate
company [or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or
associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the [three] immediately preceding financial years or during the
current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate
company during the three immediately preceding financial years or during the current
financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of
the listed entity, its holding, subsidiary or associate company, respectively, or such higher
sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters
or directors, in excess of such amount as may be specified during the three immediately
preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any
third person to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, for such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross turnover or
total income: Provided that the pecuniary relationship or transaction with the listed entity, its
holding, subsidiary or associate company or their promoters, or directors in relation to points
(A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh
rupees or such higher amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of
the listed entity or its holding, subsidiary or associate company [or any company belonging to
the promoter group of the listed entity,] in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel,
the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten per cent or more of the gross turnover of
such firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed
entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per cent
or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in
Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way that it does not interfere
with their role as Director of the Company. The NR Committee shall take into account the
nature of, and the time involved in a director service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not
more than 3 listed companies in case he is serving as a whole-time Director in any listed
Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included
and all other companies including private limited companies, foreign companies and
companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, Key Managerial Personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience of
the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee
for recommending to the Board the remuneration of the Directors, key managerial personnel
and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the Managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the
Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retirement benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall
limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board
and the Committees thereof. The Non- Executive Directors shall also be entitled to profit
related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration shall be determined within the appropriate grade and shall be based on various
factors such as job profile skill sets, seniority, experience and prevailing remuneration levels
for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board and Independent Directors with specific focus on the performance
and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/
P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company
adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the

Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of

Directors has informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere
with their role as director of the company. The NR Committee shall take into account the
nature of and the time involved in a director''s service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall
be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not
more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5
committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included
and all other companies including private limited companies, foreign companies and
companies under section 8 of the companies Act, 2013 shall be excluded.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee''s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act,
2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:

The Composition of Stakeholders'' Relationship Committee during the year.

Name	Designation and Category
Upto 11th August, 2023*
Mr. Amar Chand Agarwal*	Cha irperson NED (I)
Mr. Prakash Chandra Himatsinga*	Member (ED)
Mr. Avishek Himatsingka	Member (ED)
Mr. Ashok Kumar Rameshwar Lal Jhanwar	Member NED (I)
From 11th August, 2023A
Mr. Ajay Suresh Yadav	Chairperson NED (I)
Mr. Mallinath Madineni	Member (ED)
Mrs. Prathima Mallinath Madin eni	Member (ED)
From 5th March, 2024#
Mr. Rama Mohana Rao Bandlamudi #	Chairperson (NED)
Mr. Murali Krishna Lanka #	Member NED (I)
Mr. Sudhakar Vanama #	Member NED (I)

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING
DURING THE YEAR 2023-24:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on.	NI L
Number of complaints resolved.	NI L
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2024.	NI L
Complaints pending as on March 31,2024.	NI L
Number of Share transfers pending for approval, as on March 31,2024.	NI L

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.

1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of
the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence
the Company need not adopt any Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section
177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and
Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit
Committee.

The policy is available on the website of the Company at https://phtradinglimited.com/

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have
passed a resolution for appointment of M/s. Salarpuria & Partners., Chartered Accountants,
Kolkata, as Statutory Auditors of the Company for a period of 5 years in the 40th AGM held on
20.09.2022 to hold office up to the conclusion of 45th Annual General Meeting of the Company
to be held for the financial year 2026-2027.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s.
Salarpuria & Partners., Chartered Accountants, Kolkata for the financial year ended on 31st
March, 2024 are self-explanatory and do not call for any further comments. The Auditors'' Report
does not contain any qualification, reservation or adverse remark.

34. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the
Audit Committee, the Board of Directors had appointed M/s. Hemang Satra & Associates,
Practicing Company Secretaries (CP No. 24235) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for the financial year ended March 31,2024.

The Secretarial Audit was carried out by M/s. Hemang Satra & Associates, Company
Secretaries (CP No. 24235) for the financial year ended March 31,2024. The Report given by

the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this
Report. The Secretarial Audit report does not contain any qualification, reservation or adverse
remark except for one item for which Penalty has already been paid to BSE.

35. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers)
Rules, 2014; during the year under review the Internal Audit of the functions and activities of the
Company was undertaken by the Internal Auditor of the Company by M/s. Kataruka & Co., the
Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by the
Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or
qualification on accounts of the Company from the Internal Auditor.

The Board has appointed M/s. CC Patil & Co, Chartered Accountants, Kolkata, as Internal
Auditors for the Financial Year 2024-25.

36. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.

37. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31,2024.

38. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act,
2013, the Board of Directors upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director''s appointment and remuneration, including, criteria
for determining qualifications, positive attributes, independence of a Director and other matters.
The said Policy extract is covered in Corporate Governance Report which forms part of this
Report and is also uploaded on the Company''s website at https://phtradinglimited.com/.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company https://phtradinglimited.com/.

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- 4 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

42. FAMILIARISATION PROGRAMMES:

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

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Networth of the
Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

45. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable
Securities laws. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the

Company, as well as the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading, is available on our website ( https://phtradinglimited.com/).

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the
objective of providing a safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available on the website at
https://phtradinglimited.com/.

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual
harassment. During the year under review, there were no Complaints pertaining to sexual
harassment.

All employees are covered under this policy. During the year 2023-24, there were no complaints
received by the Committee.

48. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous advantages
offered by the Depository system as well as to avoid frauds, members holding shares in physical
mode are advised to avail of the facility of dematerialization from either of the depositories. The
Company has, directly as well as through its RTA, sent intimation to shareholders who are
holding shares in physical form, advising them to get the shares dematerialized.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement or valuation done while
taking Loan from the Banks or Financial Institutions.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.

52. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website. https://phtradinglimited.com/.

54. EVENT-BASED DISCLOSURES

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

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

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

There are no applications made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year and as at end of the Financial year 2023¬
24.

56. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thanks the employees at all
levels, who through their dedication, co-operation, support and smart work have enabled the
company to achieve a moderate growth and is determined to poise a rapid and remarkable
growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL,
Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board of
PH Trading Limited

Sd/- Sd/-

Naveen Kumar Vanama Sudhakar Vanama
Place: Kolkata Managing Director Executive Director

Date: September 6, 2024 (DIN: 09243947) (DIN: 09702707)

1

General understanding of the Company''s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the 32nd Annual report of the Company together with the audited statement of account for the year ended March 31, 2014.

FINANCIAL RESULTS:

Profit during the year Rs. 18,40,333

Add : Previous year balance Rs. 21,923,614

Rs. 23,763,947

Less : Provision for taxation Rs. 7,00,000 Deffered Tax Rs. 22,318 Proposed dividend Rs. 4,80,000 Dividend Tax Rs. 81,552

Rs. 1,283,870

Balance transferred to Balance Rs. 22, 480,077 Sheet

DIVIDEND:

Your Directors are pleased to recommend a dividend @ Re. 1 per fully paid up equity shares of Rs. 10/- each for the year ended 31st March, 2014

DIRECTORS: .

Sri Rajendra Pd. Jhanwar, Director of the Company retire by rotation but being eligible offers himself for re- appointment. Directors Responsibility statement pursuant to section 217 (2AA) of the Companies Act, 1956.

The Directors hereby confirm. .

I) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

II) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Salarpuria & Partners, Chartered Accountants of 7, Chittaranjan Avenue, Kolkata-72, the auditors of the Company and M/s M. B. Agarwal & Co. chartered Accountants of204, Mhatre Pen Building Senapati Bapat Marg, Mumbai-28 branch auditors M/s Kataruka & Co, Chartered Accountants of P-44, Rabindra Sarani, Kolkata-1, internal Auditors retire and are eligible and agreeable for reappointment.

DEPOSITS:

The Company has never accepted any deposit and as such absolves itself of any compliance in this behalf.

PERSONNEL:

There was no employee receiving remuneration according to section 217(2A) of the Companies Act and hence no statement has been given.

Information under section 217(1)E of the Companies Act., 1956,

Your Company has no activity relating to conservation of energy and Technology absorption. The Company does not have any foreign exchange earnings.but company srtart the import of chemicals and w.e.f.01-04-2012 company purchased a properietorship concern M/s. K. Kumar & Co. through slump sale basis.The board clarified about the qualification of the auditor that the company has granted loan on higher interest and on temporary basis and recover the amount shortly.

113, Park Street By order of the Board 10th Floor, Kolkata-700 016 P.HIMATSINGKA Directors Dated: Friday, the 30th May, 2014 AVISHEK HIMATSINGKA

---

Mar 31, 2011

The Directors have pleasure in placing before you the 29th Annual Report of the Company together with the audited statement of account of the year ended March 31, 2011

FINANCIAL RESULTS:

Profit during the year Rs. 52,01,288

Add : Previous year balance Rs. 1,50,80,665

Rs. 2,02,81,951

Less : Provision for taxation Rs. 16,75,500

Deferred Tax Rs. 39,937

Proposed Dividend Rs. 4,50,000

Dividend Tax Rs. 77,888

Rs. 22,73,305

Balance transferred to Balance Sheet Rs. 180,80,645

DIVIDEND:

Your Directors are pleased to recommend a dividend @ Re. 1 per fully paid up equity share of Rs. 10/- each for the year ended 31st March, 2011

DIRECTORS:

Sri Avishek Himatsingka, Director of the Company retire by rotation but being eligible offers himself for re-appointment.

Directors Responsibility statement pursuant to section 217 (2AA) of the Companies Act, 1956.

The Directors hereby confirm.

I) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

II) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Salarpuria & Partners, Chartered Accountants of 7, Chittaranjan Avenue, Kolkata-72, the auditors of the Company and M/s M. B. Agarwal & Co. chartered Accountants of 204, Mhatre Pen Building Senapati Bapat Marg, Mumbai-28 branch auditors M/s Kataruka & Co, Chartered Accountants of P-44, Rabindra Sarani, Kolkata-1, internal Auditors retire and are eligible and agreeable for reappointment.

DEPOSITS:

The Company has never accepted any deposit and as such absolves itself of any compliance in this behalf.

PERSONNEL:

There was no employee receiving remuneration according to section 217(2A) of the Companies Act and hence no statement has been given.

Information under section 217(1)E of the Companies Act., 1956.

Your Company has no activity relating to conservation of energy and Technology absorption. The Company does not have any foreign exchange earnings.

By order of the Board

113, Park Street

10th Floor, Kolkata-700 016 P. HIMATSINGKA Directors Dated : Monday, the 30th May, 2011 AVISHEK HIMATSINGKA

---

Mar 31, 2010

The Directors have pleasure in placing before you the 28th Annual Report of the Company together with the audited statement of account of the year ended March 31, 2010

FINANCIAL RESULTS:

Profit during the year Rs. 44,47,006

Add : Previous year balance Rs. 1,26,36,237

Defferred Tax Rs. 5,244

Rs. 1,70,88,487

Less : Provision for taxation Rs. 14,48,100

Proposed dividend Rs. 4,80,000

Dividend Tax Rs. 79,722

Rs. 20,07,822

Balance transferred to Balance Sheet Rs. 150,80,665

DIVIDEND:

Your Directors are pleased to recommend a dividend @ Re. 1 per fully paid up equity share of Rs. 10/- each for the year ended 31st March, 2010 DIRECTORS:

Sri Rajendra Pd. Jhanwar, Director of the Company retire by rotation but being eligible offers himself for re-appointment. Directors Responsibility statement pursuant to section 217 (2AA) of the Companies Act, 1956. The Directors hereby confirm.

I) That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

II) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Salarpuria & Partners, Chartered Accountants of 7, Chittaranjan Avenue, Kolkata-72, the auditors of the Company and M/s M. B. Agarwal & Co. chartered Accountants of 204, Mhatre Pen Building Senapati Bapat Marg, Mumbai-28 branch auditors M/s Kataruka & Co, Chartered Accountants of P-44, Rabindra Sarani, Kolkata-1, internal Auditors retire and are eligible and agreeable for reappointment.

DEPOSITS:

The Company has never accepted any deposit and as such absolves itself of any compliance in this behalf.

PERSONNEL:

There was no employee receiving remuneration according to section 217(2A) of the Companies Act and hence no statement has been given.

Information under section 217(1)E of the Companies Act., 1956.

Your Company has no activity relating to conservation of energy and Technology absorption. The Company does not have any foreign exchange earnings.

By order of the Board

113, Park Street

10th Floor, Kolkata-700 016 P. HIMATSINGKA Directors Dated : Monday, the 31st May, 2010 AVISHEK HIMATSINGKA

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Mar 31, 2009

The Directors have pleasure in placing before you the 27th Annual Report of the Company together with the audited statement of account of the year ended March 31, 2009

FINANCIAL RESULTS:

Profit during the year Rs. 42,02,348

Add Previous year balance Rs. 1,06,05,196

Defferred Tax Rs. 23,075

Depriciation written back Rs. 38,745

Rs. 1,48,69,364

Less Provision for taxation Rs. 15,59,000

Provision for FBT Rs. 1,12,551

Proposed dividend Rs. 4,80,000

Dividend Tax Rs. 81,576

Rs. 22,33,127

Balance transferred to Balance Sheet Rs. 126,36,237



DIVIDEND:

Your Directors are pleased to recommend a dividend @ Re. 1 per fully paid up equity share of Rs. 10/- each for the year ended 31st March, 2009

DIRECTORS:

Sri Ajit Kumar Bhuwalka, Director of the Company retire by rotation but being eligible offers himself for re-appointment. Directors Responsibility statement pursuant to section 217 (2AA) of the Companies Act, 1956. The Directors hereby confirm.

I) That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

II) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Salarpuria & Partners, Chartered Accountants of 7, Chittaranjan Avenue, Kolkata-72, the auditors of the Company and M/s M. B. Agarwal & Co. chartered Accountants of 204, Mhatre Pen Building Senapati Bapat Marg, Mumbai-28 branch auditors M/s Kataruka & Co, Chartered Accountants of P-44, Rabindra Sarani, Kolkata-1, internal Auditors retire and are eligible and agreeable for reappointment

DEPOSITS:

The Company has never accepted any deposit and as such absolves itself of any compliance in this behalf.

PERSONNEL:

There was no employee receiving remuneration according to section 217(2A) of the Companies Act and hence no statement has been given.

Information under section 217(1)E of the Companies Act, 1956. Your Company has no activity relating to conservation of energy and Technology absorption. The Company does not have any foreign exchange earnings.



113. Park Street By order of the Board

10th Floor, Kolkata-700 016 P. HIMATSINGKA Directors

Dated : Tuesday, the 30th June, 2009 AVISHEK HIMATSINGKA