డైరెక్టర్ల నివేదిక Advit Jewels Ltd.

We are delighted to present on behalf of Board of Directors of the Company, the 7^th Annual Report of the Company along
with Audited Financial Statements for the financial year ended March 31,2026.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year 2025-26 and 2024-25 are summarized below:

(Amount in Lakhs)

2. STATE OF COMPANY AFFAIRS

Financial Year 2025-26 was a significant period of growth and strategic progress for the Company. The Directors express
their sincere gratitude to all shareholders and stakeholders for their continued trust and faith in our long-term growth
story. The Company remains fully committed to driving overall business growth and creating sustainable value for all
stakeholders.

During the reporting period company’s performance was satisfactory in terms of revenue generation as the same has
generated total revenue of f 16,701.56 Lakhs as compared the last year’s turnover which was f 12,493.73 Lakhs.
Company has generated other income of f 1.00 Lakhs as compared to other income generated in previous year of f0.74
Lakhs. Further, after meeting out all the administrative and other expenditure, the company has earned Net profit of f
3438.79 Lakhs. The Net profit of the Company is increased by f 902.08 Lakhs in comparison to Net profit in Previous
Financial year of f 2536.71 Lakhs.

3. TRANSFER TO RESERVES

During the Financial Year under review, the Company has not proposed to transfer any amount to the General Reserve.
The entire balance of profit for the year has been carried forward and retained in the Surplus/Retained Earnings account
of the Company to maintain financial liquidity and fund for future growth requirements.

4. SHARE CAPITAL:

As on March 31, 2026, the Authorized Share Capital of the Company is f 50,50,00,000 (Rupees Fifty Crores Fifty Lakh
Only), divided into 5,05,00,000 (Five Crore Five Lakhs) Equity Shares of f 10 (Rupees Ten Only) each. The Issued,
Subscribed, and Paid-up Share Capital is also f 32,01,00,000 (Rupees Thirty Two Crore One Lakh Only), comprising
3,20,10,000 (Three Crore Twenty Lakhs Ten Thousand) Equity Shares of f 10 (Rupees Ten Only) each.

There has been change in the Authorized Share Capital and paid-up share capital of the company during the year 2025¬
26 as follow:

Details of Increase in Authorized Share Capital are mentioned below:

In the Extra Ordinary General Meeting held on July 02, 2025, the Company has increased its authorized share capital from
f 1,00,000/- (Rupees One Lakhs) divided into 10,000 (Ten Thousand) Equity Shares of f 10/- (Rupees Ten) to f
50,00,00,000/- (Rupees Fifty Crore) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs, 10/- (Rupees Ten) each.

Further in the Extra Ordinary General Meeting held on August 04, 2025, the Company has Increased its authorized share
capital from f 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of f 10/-
(Rupees Ten) to f 50,50,00,000/- (Rupees Fifty Crores Fifty Lakh Only) divided into 5,05,00,000 (Five Crore Five Lakhs)
Equity Shares of f 10/- (Rupees Ten) each.

Details of Increase in Paid-up capital are mentioned below:

The Company increased its paid-up equity share capital through a bonus issue of equity shares on August 26, 2025.
Pursuant to the bonus issue, 3,20,10,000 (Three Crore Twenty Lakh Ten Thousand) Equity Shares of f 10 (Rupees Ten
Only) each were allotted to the existing shareholders in the proportion approved by the members, resulting in an increase
in the paid-up equity share capital by f32,01,00,000 (Rupees Thirty-Two Crore One Lakh Only).

5. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture, or Associate Company as on March 31,2026. Accordingly, the
disclosure of salient features of financial statements of such entities in Form AOC-1, pursuant to Section 129(3) of the
Companies Act, 2013, are not applicable to the Company.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by the Company during the Financial Year.

7. DIVIDEND

No dividend has been declared or proposed by the Board of Directors for the financial year ended March 31,2026. The
Company has adopted a Policy for Distribution of Dividend. Such policy may include: - (i) The circumstances under which
their shareholders can or cannot expect dividend. (ii) The financial parameters that will be considered while declaring
dividends. (iii) Internal and external factors that would be considered for declaration of dividend. (iv) Policy as to how the
retained earnings will be utilized. (v) Provisions in regard to various classes of shares.

The Company’s Dividend Distribution Policy is available on the Company’s Website at https://rambhajo.com/investor-
relations/#policies.

8. DEPOSITORY SYSTEM

The International Securities Identification Number (‘ISIN’) allotted to the Company’s shares under the Depository System
is INE1SJO01012.The Company has established electronic connectivity with both National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate smooth and secure trading of shares.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR(A) PRIVATE PLACEMENT

After the end of financial year, the Board of Directors has allotted 18,32,000 (Eighteen Lakh Thirty-Two Thousand) Equity
Shares on a private placement basis in accordance with the provisions of Sections 42 and 62(1)(c) of the Companies Act,
2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions of
the Act.

The Equity Shares were allotted at an issue price of T125/- per share, comprising a face value of T10/- per share and a
securities premium of T115/- per share, aggregating to T22,90,00,000/- (Rupees Twenty-Two Crores Ninety Lakhs only).
The allotment was made to identify investors on a private placement basis after obtaining the requisite approvals and in
compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

(B) LISTING

After the closure of the financial year, the equity shares of the Company were listed on the Stock Exchanges on July 01,
2026, marking a significant milestone in the Company''s growth and its transition into a listed entity.

(C) INITIAL PUBLIC OFFERING (IPO) AND LISTING OF EQUITY SHARES

Your Directors are pleased to inform you after the closure of the financial year, the Company is successfully transitioned
into a publicly listed entity. The Company initiated its Initial Public Offering (IPO) of Equity Shares consisting of a Fresh
Issue of 1,19,68,000 equity shares at a face value of T 10 each, issued at a price of T138 per equity share, and the
Company''s shares were listed at T188.90 per equity.

The Company successfully completed its Initial Public Offer ("IPO") comprising 1,19,68,000 Equity Shares of face value
of T10 each at an Issue Price of T138 per Equity Share (including a share premium of T128 per Equity Share), aggregating
to T16,515.84 lakhs. The Issue opened for Anchor Investors on Monday, June 22, 2026, and for Qualified Institutional
Buyers (QIBs), Non-Institutional Investors, and Retail Individual Investors from Tuesday, June 23, 2026 to Thursday, June
25, 2026. The Company had received the in-principle approvals from BSE Limited and National Stock Exchange of India
Limited (NSE) for listing of its Equity Shares. Pursuant to the Basis of Allotment approved in consultation with the
Authorized Representative of BSE Limited, being the Designated Stock Exchange, all 11,968,000 Equity Shares were
allotted to the successful applicants in their respective investor categories. The Equity Shares of the Company were
subsequently listed and admitted to dealing on BSE Limited and National Stock Exchange of India Limited on July 1,2026.

The total capital raised through the fresh issue amounting to T16, 515.84 Lakhs will be utilised strictly in accordance with
the "Objects of the Issue" as detailed in the Prospectus filed with the Securities and Exchange Board of India (SEBI). The
Company confirms that the annual listing fees for the Financial Year 2026-27 have been fully paid to the Stock
Exchange(s).

The public issue received an overwhelming response from Institutional, Corporate, and Retail Investors and the
confidence reposed by investors in the Company. Consequent to the successful completion of the allotment process,
the Equity Shares of your Company were formally listed and admitted for trading on the BSE Limited (BSE) and NSE Limited
effective July 1,2026.

10. RISK MANAGEMENT POLICY

The Risk Management Committee is entrusted with overseeing the Company''s risk management framework and ensuring
the effective identification, assessment, monitoring, and mitigation of risks across the organization. Its key
responsibilities include formulating and periodically reviewing the Risk Management Policy, establishing appropriate
systems and processes for risk monitoring and internal controls, overseeing the implementation of risk mitigation
measures and business continuity planning, and keeping the Board informed of significant risk-related matters. The
Committee also reviews the appointment, removal, and remuneration of the Chief Risk Officer (if any) and coordinates
with other Board Committees to ensure an integrated approach to risk governance.

Details of the Risk Management Policy are available at website of the Company at https://rambhajo.com/investor-
relations/#policies.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The
Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.

12. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that sound
corporate governance practices are essential for enhancing stakeholder value and ensuring transparency, accountability
and ethical business conduct.

Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing
Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary
confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to the extent possible forms part of this Report and is annexed hereto
as “Annexure-A”.

13. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company has a well-defined Policy on Corporate Social Responsibility (“CSR”) as per the requirement of Section 135
of the Act. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in
line with Schedule VII of the Act as amended from time to time.

The Annual Report on the CSR activities is required to be given under section 135 of the Companies Act, 2013 read with
rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 which has been provided as “Annexure-B” and
forms part of this report.

The details about the policy developed and implemented by the company on corporate social responsibility and
initiatives taken during the year are disclosed in the CSR Report as well as the Website of the Company.

Details of the CSR policy are available at website of the Company at https://rambhajo.com/investor-relations/#policies.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not advanced/given any loan or guarantee and has not made any investment covered under the
provisions of Section 186 of the Companies Act, 2013 during the financial year.

15. RELATED PARTY TRANSACTIONS

The Company has entered into various related parties transactions as defined under Section 188 of the Companies Act,
2013 with related parties as defined under Section 2 (76) of the said Act. All related party transactions that were entered
into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are 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 and
approval of the Board of Directors and shareholders was obtained wherever required, hence Form No. AOC-2 is not
applicable to the company. The details forming part of the related party transactions is as per Note no. 41 of Notes on
accounts of Significant Accounting Policies of Financial Statements.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the Company’s website at
https://rambhajo.com/investor-relations/#policies.

16. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act, the annual return as on March
31, 2026 is available on the website of the Company and is available at https://rambhajo.com/investor-relations/#e-n-
tab-title-1407970723.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:(A) CONSTITUTION OF BOARD

The constitution of Board of Directors of the Company (“Board”) is in accordance with section 149 of the Companies Act,
2013 and Regulation 17 of the Listing Regulations to the extent applicable. The Board comprises of eight directors with a
balanced composition of executive, non-executive independent director including one independent woman director,
ensuring strong corporate governance and safeguarding stakeholder interests. Their collective expertise and integrity
drive strategic decision-making and enhance long-term value creation.

The Board of Directors met 17 (seventeen) times during the Financial Year 2025-26. Further details of composition of the
Board of Directors including remuneration, number of meetings and attendance thereof, forms part of the report on
corporate governance which is appended as “Annexure-A” to this Report. In the opinion of the Board, all independent
directors are persons of integrity, possess the requisite expertise, experience and proficiency and fulfil the requisite
conditions as per applicable laws and are independent of the management of the Company.

The Board comprises of the following Directors and Key Managerial Personnel at the end of the financial year 2025-26:

During the year under review, there has been a changes in the designation of Directors and the appointment of Key
Managerial Personnel (KMP) are as follows:

The profile of all Directors and Key Managerial Personnel is available on the website of the Company at
https://rambhajo.com/investor-relations/#management and https://rambhajo.com/investor-relations/#organization.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing
as director of the Company by Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory
authority. Further details regarding Board composition and constitution form part of the Corporate Governance Report.

(B) WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Ms. Arzoo Mantri (DIN: 11025205), has been appointed as Independent Woman Director on the Board
of the Company which is appended as Annexure A.

(C) RETIREMENT BY ROTATION:

In terms of Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and as per the Articles of
Association of the Company, Mr. Prateek Gilara (DIN: 03499186), Whole time director of the Company is liable to retire
by rotation at the Ensuing Annual General Meeting and being eligible has offered his candidature for re-appointment. The
Board recommends his re-appointment for your approval. The notice convening the Annual General Meeting includes the
proposal for re-appointment of Mr. Prateek Gilara (DIN: 03499186) as Whole time Director.

(D) DISCLOSURES. DECLARATIONS AND ANNUAL AFFIRMATIONS

i. Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are
disqualified from being appointed/ continuing as Directors of the Company.

ii. Affirmation of all members of the Board of Directors and Senior Management Personnel have been received on the code
of conduct for board of directors and senior management.

iii. The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule
IV of the Act. The Independent Directors of the Company have submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Companies Act, 2013 along with rules framed thereunder and
Regulation 16(1 )(b), 25(8) of the SEBI Listing Regulations to the extent applicable. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

iv. The Company has also received from all Independent Directors of the Company, declaration of compliance of rule 6(1) &
(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the
“Indian Institute of Corporate Affairs” at Manesar, for inclusion of name in the data bank of Independent Directors.

v. The Board has taken on record the declarations and confirmations submitted by the Independent Directors after
undertaking due assessment of the veracity of the same.

(E) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, to the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper
explanations relating to material departures, if any;

(b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2026
and of the profit and loss of the company for that period;

(c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual Accounts on a Going Concern basis;

(e) They have laid down internal financial controls which were followed by the company and that such internal financial
controls are adequate and were operating effectively; and;

(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

(F) NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2025-26, the Board met Seventeen (17) times on 08.04.2025, 11.04.2025, 10.05.2025,

26.05.2025, 13.06.2025, 28.06.2025, 30.06.2025, 08.07.2025, 14.07.2025, 16.07.2025, 01.08.2025, 26.08.2025,

10.09.2025, 12.09.2025, 08.12.2025, 09.03.2026 and 28.03.2026. The details of Board meetings and the attendance of
the Directors are provided in the Corporate Governance Report, forming part of this Report and appended as Annexure A.

(G) MEETINGS OF THE MEMBERS(i) PARTICULAR OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

The previous Annual General Meeting of the Company for the financial year 2024-2025 was held on September 30,
2025 at the Registered Office of the Company.

(ii) PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

During the year under review, 5 (five) Extra-Ordinary General Meeting were held in compliance with the provisions of
the Companies Act, 2013 and the rules made thereunder. The Extra Ordinary General Meetings were held on

16.04.2025, 09.06.2025, 02.07.2025, 04.08.2025 and 11.09.2025.

(H) CONSTITUTION OF COMMITTEES

During the year, the Company constitutes various Committees pursuant to the resolution passed by the Board of
Directors at its meeting held on 26th August, 2025, to ensure compliance with the applicable provisions of the Companies
Act, 2013, SEBI Regulations, and other statutory and regulatory requirements. The details of each Committee constituted
by the Company in compliance with the applicable statutory and regulatory requirements are as follows:

• Audit Committee:

The company has constituted audit committee in line with Section 177 of the Companies Act, 2013, and Regulation 18 of
the SEBI (LODR) Regulations, 2015 to the extent applicable, chaired by an Independent Director and consisting of a
majority of Independent Directors with financial and accounting expertise.

• Nomination and Remuneration Committee (NRC):

The company has constituted Nomination and Remuneration Committee (NRC) pursuant to Section 178 of the
Companies Act, 2013, and Regulation 19 of SEBI (LODR) Regulations, 2015 to the extent applicable, tasked with
overseeing board composition, evaluations, and key managerial personnel compensation frameworks. The Committee
is composed of a majority of Independent Directors and non executive Director.

• Stakeholders Relationship Committee (SRC):

The Company has constituted Stakeholders Relationship Committee (SRC) under Section 178(5) of the Companies Act,
2013, and Regulation 20 of SEBI (LODR) Regulations, 2015, to monitor and resolve grievances of shareholders, debenture
holders, and other security investors. The Committee is comprised of One Independent Director and Two Executive
Directors.

• Risk Management Committee (RMC):

The company has constituted Risk Management Committee under Regulation 21 of SEBI (LODR) Regulations, 2015 which
is responsible for overseeing the Company''s risk management framework, identifying and assessing key business risks,
and ensuring that appropriate mitigation measures are implemented. The Committee periodically reviews the Company''s
risk management practices to support sustainable growth and effective governance. The committee includes in its
Composition Chairman of the company, one Independent Director and Executive Director.

• Corporate Social Responsibility Committee

In compliance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social
Responsibility (CSR) Committee comprising three Directors, including One Independent Director and two other
members. The Committee is tasked with formulating, recommending, and monitoring the Company''s CSR Policy and
Annual Project Expenditure.

(I) INDEPENDENT DIRECTOR MEETINGS

The Company has constituted an Independent Directors'' Committee as part of its corporate governance framework to
facilitate the effective discharge of the roles and responsibilities of the Independent Directors.

During the financial year 2025-26, the Independent Directors'' Committee held a separate meeting on February 15, 2026,
without the presence of the Non-Independent Directors and members of the management, in accordance with the
applicable provisions of the Companies Act, 2013 read with Schedule IV thereto and the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable.

(J) PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

The Board has carried out the annual performance evaluation of the Board, its Committees, and individual Directors in
accordance with the applicable provisions of the Companies Act, 2013 and the Company''s Performance Evaluation
Policy.

(K) SECRETARIAL STANDARDS

Your Directors confirm that the Company has complied with all applicable Secretarial Standards (SS-1 and SS-2) issued
by the Institute of Company Secretaries of India during the Financial Year under review. Consequent to the listing of the
Company’s equity shares, the Company remains fully committed to maintaining the highest benchmarks of secretarial
compliance.

18. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

During the Financial Year 2025-26, in view of the changing capital structure, upcoming regulatory frameworks, and
subsequent listing on the BSE and National Stock Exchange of India Limited, the Company became required to align its
Board composition with optimum corporate governance standards. Accordingly, Company is required to appoint
Independent Directors in its Board Structure.

The Company has received necessary declaration from each Independent Director of the Company stating that:

They meet the criteria of independence as provided in Section 149(6) of the Companies Act. They have registered their
names in the Independent Directors’ Databank. In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the
Act, and the rules made thereunder and are independent of the management.

In terms of Regulation 25(8) of the Listing Regulations to the extent applicable none of the independent directors are
aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any external influence.

The Details of the four Independent Directors of the Company are as follows

TERMS OF REFERENCE:

i. The performance of non-independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non¬
Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties;

19. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF MANAGERIAL
PERSON. RULE. 2014 OF THE COMPANIES ACT. 2013:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
at “Annexure - C”.

The statement containing the particulars of employees as prescribed under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as amended a statement showing the names and other particulars of the top ten employees are provided at “Annexure -
C”.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism through its Whistle Blower Policy to promote ethical conduct,
transparency, and accountability in its operations. The Policy provides directors, employees, and other stakeholders with
an appropriate mechanism to report genuine concerns regarding any actual or suspected unethical behaviour, fraud,
misconduct, or violation of the Company''s Code of Conduct, without fear of punishment.

The Vigil Mechanism Policy is also available on the Company’s website at https://rambhajo.com/investor-
relations/#policies. No cases were reported under the Whistle Blower Policy during the financial year 2025-26.

21. CREDIT RATING

The company had not appointed any credit rating agency to obtain credit rating.

22. AUDITORS:(A) STATUTORY AUDITORS & THEIR REPORT

M/S VKG & Company, Chartered Accountants the statutory auditors (Firm Registration No: - 014547C) has resigned on
May 23, 2025. Due to the casual vacancy, the company has appointed M/S Keyur Shah & Associates, Chartered
Accountants Peer Reviewed Firm (Firm Registration No.: 333288W), as a statutory auditor of the company in the Extra
Ordinary General Meeting dated June 09, 2025.

M/S Keyur Shah & Associates, Chartered Accountants (Firm Registration No.: 333288W), was re-appointed as statutory
auditors of the Company at the Annual General Meeting held on September 30, 2025 to hold office till the conclusion of
the Annual General Meeting to be held for the financial year 2029-30.

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further
comments. The Auditors’ report does not contain any qualifications, reservations or adverse remark.

(B) COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment
Rules, 2014, the cost audit records maintenance is not applicable on the company.

(C) SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company during the financial year 2025-26 as it is not covered under the
provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Consequent to the successful listing of the Equity Shares of the Company on the BSE Limited and National Stock
Exchange of India Limited on July 1,2026, the provisions of Section 204 of the Companies Act, 2013, and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding mandatory Secretarial Audit,
became applicable to the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, subject to the approval of the members of the company, the Board of Directors had
appointed M/s ATCS & Associates, Practising Company Secretaries in its Board meeting held on 20^th July 2026, as the
Secretarial Auditors of the Company to conduct the Secretarial Audit from the Financial Year 2026-27 for a period of five
years.

(D) INTERNAL AUDITOR:

During the financial year 2025-26, the Company was not required to appoint an Internal Auditor under the applicable
provisions of the Companies Act, 2013 and the rules made thereunder.

Consequent to the successful listing of the Equity Shares of the Company on the Stock Exchanges on July 1, 2026, the
provisions of Section 138 of the Companies Act, 2013, became applicable to the Company. Accordingly, the Board of
Directors, at its meeting held on 10.08.2026, has appointed M/s R N V & Associates (FRN: 006215W), Chartered
Accountants, as the Internal Auditors of the Company to conduct the internal audit for the financial year 2026-27

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be
disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided
hereunder:

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis Report for the financial year ended 31 March 2026, containing an overview of
the industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and
concerns, internal control systems and their adequacy, financial and operational performance, material developments
in human resources, and other disclosures, forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report (BRSR) outlines a company’s environmental, social, and
governance initiatives and practices. It aims to provide transparency on how businesses operate responsibly and
contribute to sustainable development. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR framework is
applicable to the top 1,000 listed entities by market capitalization to the extent applicable. The Company was not
classified among the top 1,000 listed entities as of March 31,2026 as it was not listed at the time.

26. POLICIES

During the financial year, the Board of Directors, at its meeting held on 12 September 2025, approved and adopted various
policies in line with the applicable regulatory and statutory requirements to strengthen the Company''s governance and
compliance framework. All these policies are available at the website of the Company https://rambhajo.com/investor-
relations/#policies.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

During the year under review, following the appointment of Independent Directors on the Board, the Company initiated a
Familiarization Programme to acquaint them with the Company''s business operations, organizational structure,
governance framework, policies, and regulatory environment. The programme is intended to enable the Independent
Directors to effectively discharge their duties and responsibilities as members of the Board.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT. 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Company was committed to provide a safe and conducive work environment to its employees during the year
under review. Your directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Summary of sexual harassment complaints received and disposed of during the financial year: -

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

• No. of complaints pending: Nil

• No. of complaints unsolved: Nil

• No. of sexual harassment complaints beyond 90 days: Nil

29. MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all
eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity
leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting
the health and well-being of women employees through appropriate workplace policies and practices.

30. HUMAN RESOURCE AND INDUSTRIAL RELATION

The Company continues to foster a positive work environment and maintains cordial industrial relations. It remains
committed to bring up talent, promoting employee development, and strengthening a culture of collaboration and
integrity. The Company has a workforce of 118 employees as on March 31, 2026 with people from different social,
economic and geographic backgrounds. These include 17 females, 101 males and 0 transgender employees. To achieve
excellent business results, a robust talent pool is required and the Company is committed to identifying and preparing
successors for key positions within and outside the organization.

31. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

32. DISCLOSURE RELATING TO THE PROVISION OF SECTION 73 OF COMPANIES ACT, 2013 READ WITH RULE (2)
(1)(C)(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSIT) RULES 2014

During the year the company has accepted borrowings from its Directors and his/their relatives, the detail of the same is
as under:

Amount received from Directors:- (Amount in Rs)

Amount received from Relatives of Directors*: (Amount in Rs)

(''Note: All the amounts mentioned above in respect of funds received from relatives of the Directors were received
during the period when the Company was a private company.)

33. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted a Code of Conduct for Prevention of Insider Trading to regulate, monitor and report
trading in the securities of the Company by its designated persons and other insiders to the extent applicable. The Code
lays down the procedures to be followed and the disclosures to be made while dealing in the securities of the Company.

The Code is designed to preserve the confidentiality of unpublished price sensitive information and to ensure compliance
with the applicable insider trading regulations. It also apprises insiders of their responsibilities and the consequences of
any violation or non-compliance with the provisions of the Code.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Our Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR

During the year 2025-26, no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.

36. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTION

During the financial year under review, no such settlement and the valuation done while taking loan from the Banks or
Financial Institutions.

37. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed
against the Company by its officers or employees under the provisions of Section 143(12) of the Companies Act, 2013.
Accordingly, no such report has been submitted by the Statutory Auditors to the Audit Committee or the Central
Government during the financial year.

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

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going
concern status and operations of the company in future.

39. GREEN INITIATIVES

The Company is committed to promoting environmentally sustainable business practices and has undertaken various
green initiatives to reduce its environmental footprint. As part of its commitment, the Company encourages electronic
communication with shareholders, minimizes paper consumption through digital processes, and adopts resource-
efficient practices wherever feasible. These initiatives reflect the Company''s continued focus on sustainability and
responsible corporate governance.

40. OTHER 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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Buyback of shares.

4. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

5. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares that remain unclaimed by the
shareholders of the Company. All shares held in demat form have been duly claimed by the respective shareholders and
hence the Company is not required to undergo the procedural requirements of Schedule VI of the SEBI (LODR)
Regulations, 2015.

41. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement. Important factors that could
influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices
of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within and outside the country and other various other factors.

42. ACKNOWLEDGEMENT

Your directors wish to express their sincere appreciation of the co-operation and assistance received from shareholders,
bankers/ Finance companies and other business constituents during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the commitment displayed by all officers and staff, for their continued
support and confidence, which they have reposed in the management.

For & on behalf of the Board of Directors
Advit Jewels LimitedSD/- SD/-

Nitin Gilara Vipul Gilara

(Chairman & Managing Director) (Whole Time Director)

DIN:03499237 DIN:03499259

Date: August 10, 2026
Place: Jaipur