డైరెక్టర్ల నివేదిక Divine Hira Jewellers Ltd.

Your directors have pleasure in presenting the Fourth (4^th) Annual Report on the business operation of your Company together
with the Audited Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2026.

This Report is in accordance with the applicable provision of the Companies Act, 2013 (“the Act”) the rules thereunder
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”).

1. FINANCIAL RESULTS

The Financial Performance of the Company for Financial Year 2024-25 and 2025-26 is summarized as below:

2. FINANCIAL SUMMARY OR
HIGHLIGHTS/PERFORMANCE OF THE
COMPANY

During the Financial Year 2025-2026, the Company
recorded total revenue of I 8,83,96,97,283.06/- (Eight
Hundred Eighty-three Crore Ninety-six Lakh Ninety-
seven Thousand Two Hundred Eighty-three Rupees
and Six paisa Only) as compared to the total revenue
of I 3,58,96,94,954.53/- (Three Hundred Fifty-Eight
Crore Ninety-Six Lakh Ninety-Four Thousand Nine
Hundred Fifty-Four Rupees and Fifty Three paisa Only)
in the previous year. The Company recorded a Net
Profit of I 7,12,54,971.41/- (Rupees Seven Crore Twelve
Lakh Fifty-four Thousand Nine Hundred Seventy-one
Rupees and Forty One paisa Only) as compared to
the Net Profit of I 5,55,54,740.92/- (Five Crore Fifty-
Five Lakh Fifty-Four Thousand Seven Hundred Forty
Rupees and Ninety-Two Paisa Only) in the previous year.

3. STATE OF COMPANY AFFAIR

Our Company is engaged in the trades or business
of manufacturing, making, buying and selling in
ornaments, articles, bar, coins and jewelry of all kinds
in Gold and Silver. In continuation of the strategy to

focus on market percolation in all the major cities while
delivering customer satisfaction and diverse portfolio
of products, your Company will continue to explore
growth opportunities and increase its customer base
in India. Your directors are optimistic about your
Company''s robust growth in the financial year 2025¬
2026 in view of the booming business of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There were no significant material changes and
commitments that have occurred.

5. TRANSFER OF AMOUNTS TO
INVESTOR EDUCATION AND
PROTECTION FUND

There was no amount lying with regard to unpaid and
unclaimed dividend of earlier years which was required
to be transferred or is due to be transferred to the
Investor Education and Protection Fund (IEPF) during
the financial year 2025-26, in terms of the applicable
provisions of the Act read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(‘IEPF Rules''), as amended from time to time.

There were no shares on which were required to be
transferred or is due to be transferred to the IEPF,
during the FY 2025-26.

6. LISTING AND DEPOSITORY
ARRANGEMENTS

The Shares of the Company were listed on National
Stock Exchange SME platform, on March 24, 2025.
The Company has paid the annual listing fee for the
financial year 2025-2026. The Equity Shares of the
Company has the electronic connectivity under ISIN
No. INE0NA501011.

Depositories

Your Company has arrangements with National
Securities Depository Limited (‘NSDL'') and Central
Depository Services (India) Limited (‘CDSL''), the
Depositories, for facilitating the members to trade
in the fully paid-up equity shares of the Company in
Dematerialized form. The Annual Custody fees for the
FY 2025-26 has been paid to both the Depositories.

7. STATEMENT OF UTILIZATION OF
FUNDS RAISED THROUGH IPO
UNDER REGULATIONS 32 (1) OF
THE SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

The Company had completed its Initial Public Offer
(IPO) during the financial year 2024-25 comprising
35,37,600 Equity Shares of face value I 10 each at
an issue price of I 90 per Equity Share (including
a premium of 180 per Equity Share), aggregating
to 13,183.84 Lakhs.

During the year under review, the Company has fully
utilized the IPO proceeds in accordance with the objects
stated in the Prospectus dated March 6, 2025.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby states that:
- There has been no deviation or variation in the

utilization of the public issue proceeds from the objects
stated in the Prospectus.

8. CAPITAL STRUCTURE

A. AUTHORISED SHARE CAPITAL:

During the year under review there was no change in
the authorized share capital of the Company. As at
March 31, 2026, the authorised share capital of the
Company was 1 15,00,00,000/- (Rupees Fifteen Crore
Only) divided into 1,50,00,000 (One Crore Fifty Lakh)
equity shares of 1 10 each.

Subsequent to the end of the Financial Year, the
Company increased its authorised share capital
from 1 15,00,00,000/- (Rupees Fifteen Crore Only)
divided into 1,50,00,000 (One Crore Fifty Lakh)
equity shares of 1 10 each to 1 39,50,00,000/- (Rupees
Thirty Nine Crore Fifty Lakh Only) divided into equity
shares of 1 10 each pursuant to the approval of the
shareholders on June 11, 2026 through remote
E-Voting.

B. PAID UP CAPITAL:

During the year under review there was no change in
the Issued, Subscribed and Paid up share capital of the
Company. As at March 31, 2026, the Issued, Subscribed
and Paid-up capital is 1 13,04,71,000/- (Rupees
Thirteen Crore Four Lakh Seventy-One Thousand)
divided into 1,30,47,100 (One Crore Thirty Lakh Forty-
Seven Thousand and One Hundred) equity shares
of 1 10/-

Subsequent to the end of the Financial Year, the
Company issued and allotted bonus equity shares in
the ratio of 2:1, resulting in an increase in the Issued,
Subscribed and Paid-up capital from 1 13,04,71,000/-
(Rupees Thirteen Crore Four Lakh Seventy-One
Thousand) divided into 1,30,47,100 (One Crore Thirty
Lakh Forty-Seven Thousand and One Hundred) equity
shares of 1 10/- to 1 39,14,13,000/- (Rupees Thirty Nine
Crore Fourteen Lakh Thirteen Thousand Only) divided
into 3,91,41,300 (Three Crore Ninety One Lakh Forty-
One Thousand and Three Hundred) equity shares
of 1 10/-

Further, disclosure of issue of equity shares includes the following:
1) Bonus Issued

9. APPLICABILITY OF SEBI MAIN BOARD
REGULATIONS:

Consequent to the allotment of the bonus shares after
the end of the financial year, the post-issue paid-up
equity share capital of the Company has exceeded the
threshold limit of 125 Crore.

In compliance with the Proviso to Regulation 280 of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, since this capital expansion
beyond 125 Crore occurred via a corporate action
subsequent to the financial year-end, the Company
continues to be listed on the SME Exchange. However,
the Company is now legally required to adopt and
implement the corporate governance, periodic
disclosure, and reporting mandates applicable to
companies listed on the Main Board of the Stock
Exchange(s).

The Company is actively aligning its operational and
board structures to ensure full compliance with the
enhanced provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

10. DIVIDEND

The Board does not recommend any dividend on Equity
Shares for the financial year ended March 31, 2026.

11. RESERVES

No amount has been transferred to General Reserve.

12. DETAILS OF HOLDING, SUBSIDIARY,
JOINT VENTURE OR ASSOCIATE
COMPANIES

During the year under review, no company has become
or ceases to become subsidiary, joint venture or
associates of companies. However, subsequent to the
end of the financial year, the Company incorporated its
wholly owned subsidiary, Taaris Jewels Limited, on July
16, 2026. The Company holds 100% of the equity share
capital of Taaris Jewels Limited.

13. REGISTRAR AND SHARE TRANSFER
AGENT

To provide services to the Shareholders, the Company
has appointed Bigshare Services Private Limited having
it''s, office at Office No S6-2, 6^th Floor, Pinnacle Business
Park, Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai - 400093, as Registrar and
Transfer Agent (RTA) & Share Transfer Agent (STA) of
the Company.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The following are the Directors and KMP of the Company as on the financial year ended March 31, 2026.

During the year under review and as on date of this report the following officials were appointed/resigned
or redesignated:

15. DECLARATION FROM INDEPENDENT
DIRECTOR

The company has received necessary declarations
from all the Independent Directors of the Company
in accordance with Section 149 (7) of the Companies
Act 2013, that they meet the criteria of independence
as laid down in Section 149(6) of the said Act and
Regulation 16 (1) (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”). There has been no change in the
circumstances affecting their status as an Independent
Director during the year.

The Independent Directors have also confirmed that
they have complied with Schedule IV of the Companies
Act, 2013 and the Company''s Code of Conduct.

The Board of Directors is of the opinion that all the
Independent Directors possess requisite qualifications,
experience and expertise in industry knowledge and
corporate governance and they hold highest standards
of integrity.

The terms andconditionsof appointment ofIndependent
Directors are as per Schedule IV of the Act. In terms of
Section 150 of the Companies Act, 2013 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs, Manesar (‘IICA'').

16. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER
SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVEMMENT.

No fraud was reported by the Auditors under sub¬
section 12 of Section 143 of the Companies Act, 2013
read with the Rules made there under.

17. HUMAN RESOURCE DEVELOPMENT
AND INDUSTRIAL RELATIONS

Your Company continues to enjoy cordial relationship
with all its personnel at its Plants, Offices and on the
field. Your company is organizing training programmes
wherever required for the employees concerned
to improve their skill. They are also encouraged to
participate in the seminars organised by the external
agencies related to the areas of their operations.
Your company continues to focus on attracting and
retaining competent personnel and providing a holistic
environment where they get opportunities to grow and
realize their full potential. Your company is committed
to providing all its employees with a healthy and safe
work environment.

18. FUTURE OUTLOOK, RISK
MANAGEMENT SYSTEM AND
INTERNAL CONTROL AND ITS
ADEQUACY

Details relating to future outlook, risk management
system and internal control and its adequacy have
been given in detail in the Management Discussion and
Analysis Report, which is part of the Directors Report.
The Company has an adequate Internal Financial
Control System, commensurate with the size, scale and
complexity of its operations.

The company has a suitable risk management policy
to identify and mitigate risks. This Policy, inter-alia,
includes identification of various elements of risk,
including those which, in the opinion of the Board, may
threaten the existence of the Company.

19. REPORT OF AUDITORS

During the Financial Year under review, there are no
qualifications, adverse remarks or disclaimers made by
the Statutory Auditor on the financial statements of the
Company. There are no cases of fraud detected and

reported by the Auditor under Section 143(12) during
the Financial Year

I. Statutory Auditor: M/s Muchhal & Gupta,
Chartered Accountants (Firm Registration No.
004423C) have been appointed as Statutory
Auditors at the Annual General meeting of the
Company held on September 30, 2023, for the
term of 5 consecutive years from financial year:
2023-2024 till financial year: 2027-2028.

II. Cost Auditor: The Company is not required to
appoint a Cost Auditor as per the provisions of
Section 148 of the Companies Act, 2013.

III. Internal Auditor: The provisions of Section 138(1)
of Companies Act, 2013 is now applicable to
Company and Company has appointed M/s K.
A Mehta & Associates., Chartered Accountants,
to carry out Internal Audit for the Financial Year
2025-26, in its meeting of Board of Directors held
on May 29, 2025.

20. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, made there under,
mandates the company to have Company Secretary
in practice for furnishing secretarial audit report,
accordingly, have appointed The Secretarial Auditor of
the Company.

The Board of Directors of your Company has
appointed M/s DMJ & Partners (Formerly known as
“Jain & Vishwakarma”), Company Secretaries, a peer
reviewed firm, to act as the Secretarial Auditor to the
Company, in the Meeting of the Board of Directors held
on June 11, 2026 for the Financial Year 2025-26.

The Secretarial Audit Report for the financial year
ended March 31, 2026, is annexed to this Board''s
Report as Annexure I.

Secretarial Auditor remark:

The Secretarial Auditor has observed a delay of one
day in the submission of the disclosure of Related
Party Transactions for the quarter ended September
30, 2025, under Regulation 23(9) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, for which the National Stock Exchange of India
Limited (NSE) levied a fine on the Company. The
management''s response to the said observation is
provided below:

Management Response:

The delay in submission was inadvertent and limited
to one day. The Company subsequently submitted the
required disclosure and remitted the applicable fine

within the timeline prescribed by NSE. Further, the
Company has strengthened its internal compliance
monitoring mechanism to ensure timely compliance
with all applicable regulatory requirements and to
prevent the recurrence of such delays.

21. MAINTENANCE OF COST RECORD

As per the Companies (Accounts) Rules, 2014,
as amended from time to time, disclosure as to
maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Companies Act, 2013 is not applicable to our Company
and accordingly such accounts and records are not
required to be made and maintained by the Company.

22. DISCLOSURE OF ACCOUNTING
TREATMENT

The financial statements of the Company have been
prepared in accordance with the Accounting Standards
(AS) notified under Section 133 of the Companies Act,
2013 read with the Companies (Accounting Standards)
Rules, 2021, as amended from time to time, and other
generally accepted accounting principles in India.

23. EXTRACT OF ANNUAL RETURN, IF
ANY

As required pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return in E-form MGT-7 shall be available at
website of the Company at www.divinehirajewellers.
com.

In pursuance of the Companies (Management and
Administration) Second Amendment Rules, 2023, the
Board of Directors of the Company have appointed
Mr. Niraj Hirachand Gulecha (DIN: 09238372) as the
Designated Person for compliance under the said Rules.

24. PARTICULARS OF EMPLOYEES

The disclosure as per 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, in respect of
employees of your Company, is available for inspection
by the Shareholders at the Registered Office of the
Company, during business hours, i.e., between 10.00
a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e.,
excluding Saturdays, Sundays and Public Holidays),
upto the date of the ensuing Annual General Meeting
of the Company, subject to such restrictions as may
be imposed by the Government(s) and / or local
authority(ies) from time to time.

25. MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2026, Six Board Meetings were held on 29.05.2025, 11.08.2025, 08.10.2025,
10.11.2025, 19.12.2025 and 02.02.2026. The maximum gap between any two Board Meetings was less than One
Hundred and Twenty days in accordance with the provisions of the Companies Act, 2013. The Company has complied
with the provisions of Secretarial Standard on Meetings of the Board of Directors i.e. SS - 1 in relation to the Board
Meetings held during the financial year ended March 31, 2026.

The Composition of Board of Directors and the details of meeting held and attended by Directors are given below:

26. MATERIAL CHANGES AND
COMMITMENTS

No material changes and commitments affecting the
financial position of your Company occurred between
the end of the Financial Year to which the Financial
Statements relate up to the date of this Report.

27. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the Financial Year under review, no significant
and material orders were passed by the Regulators,
Courts or Tribunals which would impact the going
concern status of the Company or its future operations.
However, the Company received a penalty from the
National Stock Exchange of India Limited (NSE) for
delay in submission of the Related Party Transactions
report. The said penalty does not have any material
impact on the financial position, operations, or going
concern status of the Company.

28. BOARD EVALUATION

Pursuant to provision of Section 134(3)(p) of the
Companies Act, 2013 and the applicable provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the company has
carried out evaluation of individual Directors as well
as the entire Board and Committees thereof. The
evaluation of the Board of directors and Member of
the committees was done by the Independent Directors
and evaluation of the Independent Directors was done
by the Entire board.

The Board''s functioning was evaluated on various
aspects, including inter alia degree of fulfilment of
key responsibilities, Board Structure and Composition,
effectiveness of Board process, information
and functioning.

The Directors were evaluated on aspects such as
attendance and contribution at Board Meeting and
guidance/support to the management outside Board/
Committee Meetings.

29. DEPOSITS

Your Company has neither accepted nor renewed any
deposits during the Financial Year under review.

30. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENT U/S
186.

The details of loans, guarantees or investments under
Section 186 of the Act, are available under Note no. 15
attached to the Standalone Financial Statements. The
full particulars are available in the Register maintained
under Section 186 of the Act, which is available for
inspection during business hours on all working days
(except Saturday and Sunday).

31. RELATED PARTY TRANSACTIONS.

All contracts /arrangements / transactions entered
by the Company during the Financial Year 2025-26
with the related parties as defined under section 188
of companies act 2013, were in the ordinary course of
business and at arm''s length basis and refer the note
26 of the financial statement for details of related
party transaction.

Accordingly, the disclosure of particulars of contract/
arrangements with related parties in form AOC - 2 is
annexed hereto as Annexure II with the Board''s report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:

The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of Energy

b. Technology Absorption

c. Foreign Exchange earnings and Outgo

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company is required to formulate the Corporate Social Responsibility Policy.
However, pursuant to section 135(9) of the companies act 2013, constitution of the Corporate Social Responsibility
Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases,
be discharged by the Board of Directors of the company during the financial year ended 31^st March 2026.

The brief outline of the CSR policy of the company and the initiatives undertaken during the year are set out in Annexure
III in the format as prescribed by the rules.

34. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

35. VIGIL MECHANISM

The company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for directors and
employees of the company to enable them to report their genuine concerns, if any. The provisions of this policy are in
line with the provisions of the Section 177 (9) of the Act the details of establishment of such mechanism is available on
the website of the company i.e. https://divinehirajewellers.com/policies/ .

36. AUDIT COMMITTEE

During the year under review, our Company has constituted the Audit Committee in accordance with Section 177 and
other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its
Power) Rules, 2014 and any other applicable guidelines.

The detail of the composition of the Audit committee along with their meetings held/attended is as follows:

37. NOMINATION REMUNERATION COMMITTEE

The Company has in place a duly approved Nomination and Remuneration Policy in accordance with the provisions of
Section 178 of Board''s Report the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Policy lays down the criteria for identifying and appointing Directors, Key Managerial Personnel (KMP), and Senior
Management and provides a framework for their remuneration and evaluation. It aims to ensure that the level and
composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Company''s
performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked
variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individual, and
the Company''s overall performance.

The Policy also includes provisions for Board diversity and criteria for determining qualifications, positive attributes,
and independence of Directors, as well as guidelines for the evaluation of the Board, its committees, and individual
Directors. The Nomination and Remuneration Policy is available on the Company''s website at: www.divinehirajewellers.
com.

The detail of the composition of the Nomination Remuneration Committee along with their meetings held/attended is
as follows:

38. STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and
other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power)
Rules, 2014.

The detail of the composition of the Stakeholder Relationship Committee along with their meetings held/attended is
as follows:

39. RISK MANAGEMENT COMMITTEE

During the year under review, our Company has voluntarily constituted the Risk Management Committee as a part of
its corporate governance framework to oversee and monitor the Company''s risk management processes.

The details of the composition of the Risk Management Committee, along with the meetings held and attended by its
members during the year, are as follows:

40. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review, although the Company was not required to constitute a Corporate Social Responsibility
(CSR) Committee in terms of Section 135(9) of the Companies Act, 2013, the Board of Directors voluntarily constituted
the Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time,
to assist the Board in discharging its CSR responsibilities.

The details of the composition of the Corporate Social Responsibility (CSR) Committee, along with the meetings held
and attended by its members during the year, are as follows:

41. PREVENTION OF SEXUAL
HARASSMENT

The Company is not required to form Internal
Complaints Committee (ICC) as the number of
employees does not exceed the limit prescribed under
Sexual Harassment of Women at the Workplace

(Prevention, Prohibition & Redressal) Act, 2013. During
the year under review, Company has not received any
complaints on sexual harassment. (Refer Section 22 of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 in case
of any dispute raised).

42. PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKCRUPTCY
CODE,2016

No application has been made or any proceeding
is pending under the Insolvency and Bankruptcy
Code, 2016.

43. DIRECTOR’S RESPONSIBILITY
STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act,
2013 the Board of Directors of the Company confirms
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 profit of the Company for the
year under review.

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;

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, and

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.

44. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement
against the loans obtained from Banks and Financial
Institution and hence this clause is not applicable.

45. COMPLIANCE TO PROVISION
RELATING THE MATERNITY BENEFITS
ACT, 1961

During the financial year under review, the Company
has complied with the provisions relating to the
Maternity Benefits Act, 1961.

46. REPORTS ON MANAGEMENT
DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the Securities
Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (“Listing
Regulations”) the Management Discussion and Analysis
(MD&A) Report of the Company for the year under
review is presented in a separate section forming the
part of the Annual Report is attached here with as
Annexure IV and forms part of this Report.

47. CORPORATE GOVERNANCE REPORT

Our Company is committed to upholding the highest
standards of corporate governance, ensuring
compliance with the principles of good governance,
and maintaining a robust framework that promotes
transparency, accountability, and integrity in all
its operations. This commitment reinforces the
Company''s dedication to acting in the best interests of
its stakeholders.

During the Financial Year 2025-26, Regulation
15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions
relating to corporate governance specified under
Regulations 17 to 27, clauses (b) to (i) and (t) of sub¬
regulation (2) of Regulation 46, and Paragraphs C,
D and E of Schedule V are presently not applicable
to the Company, as its equity shares are listed on the
SME Platform.

However, subsequent to the closure of the financial
year, the Company successfully allotted Bonus Shares,
resulting in an increase in its paid-up share capital
beyond the threshold limit. Consequently, the Main
Board, and the extensive Corporate Governance
compliance requirements (including those under
Regulation 15 to 27 of the SEBI LODR Regulations,
2015, as applicable) have become applicable to the
Company moving forward. Although the Main Board
compliance requirements were not legally mandated

for the entire Financial Year 2025-26, the Company
has voluntarily prepared this Corporate Governance
Report for the year ended March 31, 2026. This has
been done in the spirit of transparency, high ethical
standards, and as a practice of good corporate
governance to keep our stakeholders fully informed as
we transition into this next phase of growth.

48. CAUTIONARY STATEMENT

Cautionary Statement in this report and its annexures
describing company''s projections, expectations and
hopes are forward looking. Though, these are based on
reasonable assumption, their actual results may differ.

49. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, during the
period under review:

a. There was no issue of shares (including sweat
equity shares) to the employees of the Company
under any Scheme.

b. There was no instance of one-time settlement with
any bank or financial institution.

50. ACKNOWLEDGEMENT

Your directors would like to express their sincere
appreciation for the assistance and co-operation
received from the banks, Government authorities,
customers, vendors and members during the year under
review. Your director''s also wish to place on record their
deep sense of appreciation for the services committed
by the Company''s executives, staff and workers.

FOR DIVINE HIRA JEWELLERS LIMITED

HIRACHAND PUKHRAJ GULECHA KHUSHBU NIRAJ GULECHA

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN: 09677562 DIN: 09677573

ADDRESS: 904/A WING, VARDHMAN HEIGHTS, T.B. KADAM ADDRESS: 904-A, VARDHMAN HEIGHTS, T.B.KADAM MARG, NEAR

BYCULLA (E), MUMBAI, MAHARASHTRA INDIA 400027 VICKY RESTAURANT, BYCULLA EAST, V J B UDYAN MUMBAI-

EMAIL: [email protected] 400027.

EMAIL ID: [email protected]

DATE: 8^th August, 2026
PLACE: MUMBAI

Your directors have pleasure in presenting toe third (3rd) Ann jal Report on the business operation of your Company together with the Audited Financial Statements and the Auditor’s Report thereon ^for the financial year ended March 31. 2025.

This Report Is in accordance with the applicable provision of the Compan es Act, 2013 (“the Act") the rules thereunder and the Securities and Exchange Board of India (Listing Obligations anc Disc osure Requirements) Regulations. 2015 ("SEBI Listing Regulations") applicable to companies listed ontheSME Platform, as amended from time to time.

1. FINANCIAL RESULTS

2.    FINANCIAL SUMMARVOR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the Financial Year 7024-2075, the Company recordeo tota revenue of Rs. 3,58,96,94,954.53/- (Three Hundred Fifty-Fight Crore Ninety Six Lakh Ninety Four Thousand Nine Hundred Fifty Feu r Rupees ard Fifty Three oaisa Only) as compared to the total revenue of Rs L83.AI.05.255.83/- (One Hundred Eighty-Three Cro'e Forty-One Lakh Five Thousand Two I luncred Fifty Five Rupees and Eighty-Three Paisa Only) in the previous year. The Company recorded a Net Profit of Rs. 5,55,54,740.92/- (Five Crore Fifty-Five Lakh Fifty-Four Thousand Seven Hundred Forty Rupees and Ninety-Two Paisa Only) as compared to the Net Profit of Rs. 1,48,31,125.74/- (One Crore Forty-Fight I akh Thirty-OneThousand Ore Hundred “wenty-Five Rupees and Seventy Four Paisa Only) in the previous year.

3.    STATE OF COMPANY AFFAIR

Our Company is engaged In the trades or business of manufacturing, making, buying and selling in ornaments, articles, bar, coins and jewelry of all kinds in Gold and Silver. In continuation of tne strategy to focus on market percolation ^:n all the major cities while delivering customer satisfaction and diverse portfolio of orocuct. your Company will continue to explore growth opportunities and increase its customer base ir India. Your directors are ootimistic about your Company's robust growth in the financial year 2024-2025 In view of the booming ousiness of the Company.

4.    CHANGE IN THE NATURE OF BUSINESS

There were no significant materia changes anc commitments that have occurred.

5.    TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount lying with regard to unpaid and unclaimed dividend of earl'er years which was required to be transferred or is due to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25, in terms of tne applicable provisions of the Act read with tne IEPF Authority (Account’rg. Audit, Transfer ana Refund) Rules, 2016 {’IEPF Rules'), as amended time to time.

There were no shares on which were required to be transferred or is due tc be transferred to the IEPF, during the FY 2024-2S.

6.INITIAL PUBLIC OFFER AND LISTING OF SHARES OF THE COMPANY

The Shares of the Company were listed on National Stock Exchange SME platform, on March 24, 2025. Tne Company has oaid the annual listing fee for the financ'al year 2024-2025. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0NA501011.

Depositories

Your Company has arrangements with National Securities Depository Limited {‘NSDL‘) ard Central Deoositcry Services {India) Limited ('CDSL'}, the Depositories, for facilitating the members to trade in tne fully paid-up equity shares of the Company in Dematehalized form. The Annual Custody fees for the FY 2023-2** has beer paid tc both the Depos'tories.

7.    STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

During the year under review, the company has come up with Initial Public Offer of 35,37,600 (Thirty-Five Lakh Thirty-Seven Thousand and Six Hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 90/- pe- Equity share, including a premium of Rs. 80/- per equity share aggregating to Rs. 3183.84 Lakhs. Pursuant to Regulation 32{1)(a) and 32(1) (b> of The SEBI {Listing Obligations and Disclosure Requirements) Regulations. 2015, the Company hereby states that: - There nes been no deviation or variation in the utilization of the public issue proceeds from the objects stateo in the prospectus oateo March 6,2025.

8.    CAPITAL STRUCTURE

A.    AUTHORISED SHARE CAPITAL Increase In Authorized Share Capital:

The company has increased its authorized share cap ta from Rs.11,00,00,000/- {Rupees Eleven Crore On y) divided Into 1.10.00.000 {One Crore Ten Lakh) equity shares of Rs. 10 each to 15.C0.00.00C (Rupees ^cifteen Crore Only) divided into 1.50.00.000 (One Crore Fifty Lakh) eouity shares of Rs. 10 each.

B. PAID UP CAPITA 1

The Company has issued shares during the year under review in the ¦‘o lowing manner:

14. DECLARATION FROM INDEPENDENT DIRECTOR

The company has received necessary dec arot'ons from all the Independent Directors o^s the Company in accordance with Section 149 (7) of the Companies Act 2013, that tney meet the criteria of 'rdependenco as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) ofSEBI (Listing Obligations and Disclosure Recurements) Regulations. 20*5 (‘SEBI Listing Regu at ons"). There has been no change in the circumstances affecting their status as an rdepencent D'recto- during tne year.

The Independent Directors have also confirmee that they have complied with Schedule IV of the Companies Act. 2013 and the Company's Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, exper'ence and expertise in industry knowledge and corporate governance and they hold hignest standards of Integrity.

The terms and concitions of appointment of independent Directors a'e as per Schedj e IV o* the Act. In te^rms of Section 150 of the Companies Act. 2013 read with Rule 6 of the Companies (Appointment arc Qualification of Directors) Rules. 2014. Independent Directors of the Company have confirmed that they have 'eg ste^ed themselves with the databank maintained by the Indian Institute of Corporate Affairs. Manesar (*IICA').

15.    DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 145 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVF.MMENT.

No fraud was reported by the Auditors under sub-section 12 of Sect or 143 of the Companies Act, 2013 read with the Rules made there under.

16.    HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to enjoy cordial relationship w'th all its personne at its Plants, Offices and on the field. Your company is organizing training Drogrammes wherever required for the employees concerned to improve their skill. They are also encouraged to participate in the seminars organised by the external agencies related to the areas of their operations. Your company continues to focus on attracting and retaining competent personnel end providing a nolistic envi'onment where they get opportunities to grow and realize their full potential. Your company is committed to oreviding al its employees witn a healthy and safe work environment.

17.    FUTURE OUTLOOK. RISK MANAGEMENT SYSTFM AND INTERNALCONTROL AND ITS ADEQUACY

Details relating to future outlook, risk management system and internal control and Its adequacy have been given in detail In the Management Discussion anc Analysis Report, which is part of the Directors Reoort. The Company has an adequate Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

The company has a suitable risk management po icy to Identify and mitigate risks. This Policy, Inter-aiia, Includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten tne existence of the Company.

18.    REPORT OF AUDITORS

During the Financiol Year under review, there arc no qual'ficat'ors. adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company and oy the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as Annexure II. There are no cases of fraud detected and reported by tne Ajditor under Sect or 143(12) during the Financial Year

i.Statutory Auditor; M/s Muchhal & Gupta, Chartcrco Accountants (Firm Registration No. C04423C) have boon appointed as Statutory Auditors at the Annual General meeting of the Company hold on September 30, 2023. for the term of 5 consecutive years from financial year: 2023-2024 till financial year: 2027-2023.

.Cost Auditor. The Company is not required to appoint a Cost Audi to- as per the previsions of Section 148 of the Companies Act. 2013.

¦ iter i-1 Au    The provisions of Section 138(1} of Companies Act, 20‘3 are now applicable to the Company and the Company has

appointed M/s K.A Mehta 8 Associates. Chartered Accountants, to carry out an Internal Audit for the Financial Year 2024-25. in its meeting of Board of Directors held on March "0,2025.

19.    SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made thereunder, mandate the company to have a Company Secretary in practice for furnishing a secretarial audit report: accordingly, we have appointed the Secretarial Auditor of the Company.

The Board of Directors of your Company have appointed M/s Jain a Vlshwakarma, Company Secretaries, a peer-reviewed firm, to act as the Secretarial Auditor to the Company, in the Meeting of the Board of Directors held cn March 10, 2025.

The Secretarial Auditors' Report for the financial year enceC 31st Maxh 2025 does not contain any qualificaron. reservation, or adverse remark. The Secretarial Auditors' Report for the financia year endec 31st March 2025, is enclosed as Annexure II to the Board's report, which forms part of this Integrated Annual Report

20.    MAINTENANCE OF COST RECORD

As per the Companies (Accounts) Rues. 2014. as amended frem time to time, disclosure as to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act. 2013 is not applicable to our Company and accordingly such accounts and '©cords are not required to be mace and maintained by the Company.

21.    DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to t'me uncer Section 133 of the Companies Act. 2013 read with Componios (Indian Accounting Standards) Rules. 2016 ics jed by the Min'stry of Corporate Affairs, have bcon followed in preparation of the financial statements of the company.

22.    EXTRACTOF ANNUAL RETURN. IF ANY

As required pursuant to Sect on 92(3) of the Companies Act, 20'3 ard Rule '2(1) of the Companies (Management and Administration) Rules. 2014. the Annual Return in E-fcrm MGT-7 shall be available at website of the Company at www.divinehiraiewellers.com.

In pursuance of the Companies (Management and Administration) Second Amendment Rules, 2023, the Board of Directors of the Company have appointed Mr. Niraj H rachand Gulecha (D N: 09238372) as the Designated Person for compliance unde'the said Rules.

23.    PARTICULARS OF EMPLOYEES

The disciosure as per Section 197(12) cf tno Companies Act. 2013 rood with Rule 5 (2) and RjIc 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2C14, in respect of employees cf your Company. Is available fo' inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.0C p.m. (1ST), on all working days (i.e.. excluding Saturdays. Sundays and Pub ic Holidays), upto the cate of the ensuing Annua General Meeting of the Company, subject to such rcct'ictions as may be 'mposed by the Gcvernmont(s) and/or leca authority(ies) from time to time.

24.    MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2026. sixteen Board Meetings were held i.e. on 01.06.2024. 30.06.2024, 10.06.2024, 15.06.2024, 19.06.2024, 16.07.2024, 19.07.2024, 29.07.2025, 01.08.2024, 05.09.2024. 07.09.2074, 20.09.2024, 71.10.2074, 09.01.7075. 10.03.2025 end 20.03.2025. The maximum gap between any two Boarc Meetings was less than One Hundred and Twenty days in accordance with the provisions cf the Companies Act. 2013. Tne Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors i.e. SS - 1 r relation to the Uoa'd Meetings held during the financial year ended March 31,2026.

25.    MATERIALCHANGES AND COMMITMENTS

No material changes and commitments affecting tne financia positior of your Company occumed between the end of toe Financial Year to which the Financial Statements relate up to the date of this Report.

26.    SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

27.    BOARD EVALUATION:

Pursuant to provision of Section 134(3) (p) of the Companies Act, 2013 and the applicable provisions of tne SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015, tne company has carried out evaluation of indivicual Directors as well as the entire Board and Committees thereof. The evaluat^Ton of the Board o* cirectors and Member of the committees was done by the Independent Directors and evaluation of the Independent Directors was cone by the Entire board.

The Board's functioning was evaluated cn variojs asoects, including inter alia degree of fulfilment of key responsibilities. Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on asoects such as attendance and contribution at Bca'd Meeting and guidance/suppo't to the management outside Bcarc/Committee Meetings.

28.    DEPOSITS

Your Company has neither accepted nor renewed any deposits during tne Fioarcial Year under review.

29.    PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT U/S 186.

The details of loans, guarantees or investments under Sect or 186 of the Act. are available under Note no. IS attached to the Standalone Financial Statements. The full particulars are available ^:r the Registe- maintainea unaer Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday ar d Sunday)

30.    RELATED PARTY TRANSACTIONS.

All contracts /arrangements / transactions entered by the Company during tne Financial Year 2024-25 with the related parties as defined under section 188 of companies act 2013. were in the ordinary course of business and at arm’s length basis and referred the note 28 of the financial statement for details of related party transaction.

Accordingly, the disclosure of particulars of controct/arrangemcnts witn -elated part'es in form AOC - 2 Is annexed hereto as Annoxuro I with the Board’s report.

31.    CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS S OUTGO:

The Details of Conservation of Energy, Technology Abso-ption, fo-eign exchange earnings 8nd outgo are as follows:

32. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules. 2014, the Company is recuired to formulate the Co-porate Social Responsibility Policy. However, pursuant to section 135(9) of the companies act 20*3. constitution of tne Corporate Socia Respons'bil'ty Comrrvttee shal rot be applicable and the functions of such Committee provided under this section sha l. in such cases, bo discharged by the Board cf Directors of the company during the financial year ended 31st March 2025.

The brief outline of the CSR policy of the company and tne initiatives uncertaken during the year are set out it Annexure III in the format as prescribed by the ruies.

33.    SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of Indio and that s jeh systems aro adocuate one operating efficiently.

34.    VIGIL MECHANISM

The company has formulated and published a Whistle Blower Policy to orevide Vigil Mechanism for directors end employees of the company to enable them to report their genuine concerns, if any. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act the details of establishment of such mechanism is available on the website of the company i.e. https://divinehiraiewellers.com/oolicies/.

35.    AUDIT COMMITTEE

During the year under review, our Company has constituted the Aucit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2015 read with rule 6 of the Companies (Meetings of Board and its Power) Rules. 2014 and any other applicable guidelines.

The detail of the composition of the Audit committee along with their meetings helc/attended is as follows:

*The Audit Committee was reconstituted as on J j y 19. 2024. the member of the reconstituted committees are:

1. Hiram Zubair Shaikh

2. Manoj Prcmkumar Bohra

3. Niraj Hirachand Gulecha

36. NOMINATION REMUNERATION COMMITTEE

The Company has in p ace a duly approvec Nomination and Remuneration Policy in accordance with the provisions of Section 178 of Board's Report the Companies Act, 2013 and Regulation 19 of SLBI (Listing Ooligaticns and Disclosure Requirements) Regulations. 2015.

The Policy 'ays down the criteha for identifying and appointing Directors, Key Managerial Pe^rsonnel (KM^), and Senio^r Management and provides a framework for their remunerat'on and evaluation. It aims to ensure that tne level and composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Company's performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individ ual. and the Company's overall performance.

The Policy also includes provisions for Board diversity and criteria for determining Qualifications, positive attributes, and independence of Directors, as well as guidelines for the evaluation of the Board, its Committees, and individual Directors. The Nomination and Remuneration Policy is available on The Company's website at: www.diyinehiraieweilers.com.

The detail of the composition of the Nomination Remuneration Committee along with their meetings held/attended is as follows:

The Stakeholder Relationship Conn'ttee was reconstituted as on July ‘9.2024. the members of the reconstituted committees are:

1.    Hiram Zubair Shaikh

2.    Manoj Premkumar Bohra

3.    Niraj Hirachanc Gulecha

38.    PREVENTION OF SEXUAL HARASSMENT

The Company is not required to form Internal Complaints Committee (ICC) as the numbers of employees does not exceed the limit prescribed under Sexual Harassment of Women at the Workplace (Prevent'on. Prohibition & Red-essal) Act, 20*3. During the year under review. Company has not received any comp aintsoo sexual harassment. (Refer Section 22 of the Sexual Harassment of Women at the Workplace (P^revention. Prohibition & Recressal) Act. 2013 in case of any dispute ra'sed).

39.    PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE.2016

No application has been made or any proceeding is pending unde'the Insolvency and Bankruptcy Code, 2016.

AO. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Compares Act. 2013 the Board o' Director of the Comoary confi'ms that

a)    In the preparation of the Annua! Acco jnts, the app icable accounting standards had been followed along with proper explanation relating to material departures:

b)    The Directors had selected such accounting policies and appl’ec tnem consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view o* the state cf affairs cf the company at the enc of the Financial Year and profit of the Company for the year under review.

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 ard 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 devised proper systems tc ensure compliance with the provisions of all applicable aws and that such systems were adequate and operating effectively.

41.    DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial nstitution and hence this clause is not applicable.

42.    COMPLIANCE TO PROVISION RELATING THE MATERNITY BENEFITS ACT, 1961

During thefinancial year under review, the Company has complied witn tne orovisions relating to toe Maternity Benefits Act, 1961.

43.    REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the Securities Exchange Bcarc o^l India (List'rg Ob igations and Disclosure Requirement) Regulations. 2015 (“Listing Regulations") the Management Discussion anc Analysis (MD&A) Report of the Company fo' the year under review is presented In a separate section forming the part c* the Annual Report s attached here with as Anncxuro iv and forms part of this Report.

43. CORPORATE GOVERNANCE REPORT

Our Company is committed tc upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a rooust framework that promotes transparency, accountability, and integrity in all our operations. Our commitment to these principles reinforces our dedication to acting in the best interest of our stakeholders.

In accordance with Regulation 15(2) of tne SEBI (Listing Obligations and Disclosure Requi^rements) Regulations, 2015, the compliance with the corporate governance provisions as soecified in Regulations I7 to 27 anc clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, as well as Para C, D. and l of Schedule V, is not app icable to listec entities that have their specified securities listed on the SMF Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Fxchange does not apply to our Companyforthe financial year 2024-25.

45.    CAUTIONARY STATEMENT

Cautionary Statement Statements in this report and its arrcxurcs describing company's projections, expectations and hopes arc forward looking. Though, these are based or reasonable ass jmoticn. their actua results mayo I ffer.

46.    OTHER DISCLOSURES

Your Directors state tnat no disclosure or reoorting is required in respect of the following items, during the period under review:

a.    I here was no issue of shares (inducing sweat equity shares) to the employees cf the Company under any Scheme.

b.    There was no instance of one-time settlement with any nark or financial Institution.

46. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co operation received from the banks. Government authorities, customers, vendors and members during the year under review. Your director’s also wish to place on record their deep sense of appreciation *or the services committed by the Company’s executives, staff and workers