డైరెక్టర్ల నివేదిక Manoj Vaibhav Gems N Jewellers Ltd.

Your directors are pleased to present the Thirty-Seventh (37^th) Annual Report of Manoj Vaibhav Gems ''N'' Jewellers Limited
("the Company"), together with the Audited Financial Statements for the financial year ended March 31, 2026.

The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013
("the Act"), the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, other applicable Rules framed thereunder and the applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and generally accepted accounting principles in India.

The Board remains committed to maintaining the highest standards of corporate governance, transparency, accountability
and ethical business practices while creating sustainable long-term value for all stakeholders.

Financial summary/highlights:

The financial performance of your Company for the year ended March 31, 2026 is summarized below:

1. State of the Company''s Affairs

The financial year 2025-26 was another year of steady
growth and operational excellence for your Company.
Despite a dynamic economic environment, fluctuations
in gold prices and evolving consumer preferences, the
Company continued to strengthen its market presence
through its customer-centric business model, robust

operational framework, prudent financial management
and continued focus on rural and semi-urban
jewellery markets.

During the financial year under review, the Company
continued to strengthen its position in the organised
jewellery retail sector through its customer-centric
approach, expansion initiatives and hyperlocal

retail strategy. The Company remained focused
on enhancing operational efficiencies, optimising
inventory management and delivering superior
customer experience across its showroom network.

During financial year 2025-26, the Company achieved
Revenue from Operations of Rs. 2,744.03 Crores as
against Rs. 2,384.02 Crores in the previous financial
year, registering a growth of 15.10%. Total Income
increased to Rs. 2,759.22 Crores from Rs. 2,397.46
Crores, representing a growth of 15.09% over the
previous financial year. The Company''s EBITDA
stood at Rs. 185.25 Crores, compared with Rs. 164.54
Crores in the previous financial year. Profit Before Tax
increased to Rs. 153.92 Crores, compared to Rs. 129.67
Crores recorded in the previous financial year. Profit
After Tax for the year stood at Rs. 114.98 Crores,
compared to Rs. 100.43 Crores during FY 2024-25,
reflecting a healthy increase in profitability driven by
higher revenues, operational efficiencies and prudent
financial management.

The Directors are pleased to note that the Company''s
consistent focus on expanding its retail footprint,
strengthening brand equity, improving operational
efficiencies and maintaining financial discipline has
contributed to the continued growth in revenue and
profitability during the year.

2. Material changes and commitments,
if any, affecting the financial position
of the company which have occurred
between the end of the financial year
of the company to which the financial
statements relate and the date of the
report

There have been no material changes or commitments
affecting the financial position of the Company
between the end of the financial year and the date of
this Report.

3. Amounts, if any, which it proposes to
carry to any reserves

During the financial year under review, the Company
has not transferred any amount to the General Reserve.
The entire profits for the year have been retained
to strengthen the Company''s financial position and
support future business growth.

4. Dividend

With a view to conserving resources for future growth,
expansion plans and strengthening the Company''s
financial position, your Board has not recommended
any dividend (interim or final) for the financial year
ended March 31, 2026.

5. Change in nature of business

During the financial year under review, there was no
change in the nature of the business of the Company.
The Company continues to be engaged in the retail
sale of jewellery and allied products.

6. Transfer of unclaimed dividend to
investor education and protection fund

The Company has not declared any dividend during
the year under review. Hence, the provisions of Section
124 of the Companies Act, 2013 relating to transfer of
unpaid/unclaimed dividend and shares to the Investor
Education and Protection Fund are not applicable.

7. Share capital

During the financial year under review, there was
no change in the authorised, issued, subscribed or
paid-up equity share capital of the Company. The
paid-up equity share capital of the Company as at
March 31, 2026 stood at Rs. 48.85 Crores comprising
4,88,47,441 equity shares of Rs. 10 each fully paid-up.

During the year under review:

• the Company has not issued any equity shares
with differential voting rights;

• the Company has not issued any sweat
equity shares;

• the Company has not granted any employee
stock options; and

• there has been no buy-back of equity shares.

The equity shares of the Company continue to remain
listed on the National Stock Exchange of India Limited
and BSE Limited, and the Company has complied
with the applicable listing requirements during the
financial year.

8. Number of meetings of the board

During the financial year under review, Seven (7)
Meetings of the Board of Directors were held. The
maximum interval between any two consecutive Board
Meetings did not exceed one hundred and twenty
(120) days, as prescribed under the Companies Act,
2013, the SEBI Listing Regulations and Secretarial

Standard-1 (SS-1) issued by the Institute of Company
Secretaries of India. Details of the meetings of the
Board and attendance of Directors form part of the
Corporate Governance Report, which forms an integral
part of this Annual Report.

9. Details of directors or key managerial
personnel who were appointed or have
resigned during the year

The Board of Directors of the Company comprises an
optimum combination of Executive, Non-Executive
and Independent Directors, ensuring an appropriate
balance of skills, experience, expertise, diversity and
independence in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

During the financial year under review, the following
changes took place in the composition of the Board:

Appointment of Joint Managing Director

Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed Mr. Gontla Rakhal(DIN: 07707477) as the
Joint Managing Director of the Company for a term
of five (5) years with effect from August 11, 2025,
subject to the approval of the Members. The Members
approved his appointment by passing a Special
Resolution at the 36^th Annual General Meeting held on
September 26, 2025

Appointment of Independent Director

Based on the recommendation of the Nomination
and Remuneration Committee, the Board appointed
Mrs. Jonnada Vaghira Kumari (DIN: 06962857) as an
Additional Director (Independent Category) with
effect from August 11, 2025. The Members approved
her appointment as an Independent Director, not liable
to retire by rotation, for a term of five (5) consecutive
years commencing from August 11, 2025, by passing a
Special Resolution at the 36^th Annual General Meeting
held on September 26, 2025.

Key Managerial Personnel

During the financial year under review, Mr. Gontla Rakhal,
who was serving as the Chief Operating Officer of the
Company, was appointed as Joint Managing Director
with effect from August 11, 2025. Except for the said
appointment, there were no other changes in the Key
Managerial Personnel of the Company during the year.

10. Committees composition & meetings

I n compliance with the provisions of the Companies
Act, 2013, the Rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has constituted various

statutory committees to facilitate effective governance
and assist it in discharging its responsibilities.

During the financial year under review, pursuant
to the appointment of Mr. Gontla Rakhal as Joint
Managing Director and Mrs. Jonnada Vaghira Kumari
as an Independent Director, the composition of
certain Board Committees was reconstituted to ensure
continued compliance with the applicable provisions
of the Companies Act, 2013 and the SEBI Listing
Regulations. The composition of the Committees as at
March 31, 2026 is as under:

a. Audit Committee

The Audit Committee has been constituted in
accordance with the provisions of Section 1 77
of the Companies Act, 2013 and Regulation 18
of the SEBI Listing Regulations. The Committee
oversees the integrity of the Company''s financial
reporting process, internal financial controls, risk
management framework, statutory and internal
audit functions, and compliance with applicable
legal and regulatory requirements. The composition
of the Audit Committee is as follows:

All the recommendations made by the Audit
Committee during the financial year were accepted
by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee
has been constituted in accordance with the
provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of the SEBI Listing
Regulations. Consequent upon the appointment of
Mrs. Jonnada Vaghira Kumari as an Independent
Director, the Committee was reconstituted on
November 11, 2025. The composition of the
Committee is as follows:

The Committee identifies and recommends
suitable candidates for appointment to the Board
and Senior Management, formulates and reviews
the remuneration policy, oversees succession
planning and carries out performance evaluation of
the Board, its committees and individual Directors.

c. Stakeholders Relationship Committee

The Stakeholders'' Relationship Committee has
been constituted pursuant to Section 178 of the
Companies Act, 2013 and Regulation 20 of the
SEBI Listing Regulations. Consequent upon the
appointment of Mrs. Jonnada Vaghira Kumari
as an Independent Director, the Committee
was reconstituted on November 11, 2025. The
composition of the Committee is as follows:

The Committee oversees investor services and
shareholder grievance redressal and ensures timely
resolution of investors'' complaints in accordance
with the applicable regulatory requirements.

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee
has been constituted pursuant to Section 135 of
the Companies Act, 2013. The composition of the
Committee is as follows:

The Committee formulates and monitors
the implementation of the Corporate Social
Responsibility Policy and recommends CSR
programmes, projects and expenditure to the
Board in accordance with the applicable provisions
of the Companies Act, 2013 and the CSR Rules.

e. Risk Management Committee

The Risk Management Committee has been
constituted in accordance with Regulation 21 of
the SEBI Listing Regulations. Consequent upon
the appointment of Mr. Gontla Rakhal as Joint
Managing Director, he became a Member of
the Risk Management Committee with effect
from August 11, 2025. The composition of the
Committee is as follows:

The meetings, attendance of members, role and
terms of reference of Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social
Responsibility Committee, and Risk Management
Committee and other details are provided in the
Corporate Governance Report which forms part of
Annual Report.

11. Policy on director''s appointment and
remuneration and other matters

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 read with
Part D of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has in place a Nomination and
Remuneration Policy for appointment and remuneration
of Directors, Key Managerial Personnel and Senior
Management Personnel.

The main object of this Committee is to identify persons
who are qualified to become directors and who may
be appointed in senior management of your Company,
recommend to the Board their appointment and removal
and shall carry out evaluation of Director''s performance,
recommend the remuneration package of the Executive
and the Non-Executive Directors. The Committee
reviews the remuneration package payable to Executive
Director(s), makes appropriate recommendations to the
Board and acts in terms of reference of the Board from
time to time.

The policy, inter alia, lays down the principles relating
to appointment, cessation, remuneration and evaluation
of directors, key manage rial personnel and senior
management personnel of the Company which is
also placed on the Company''s website. The link for

accessing the policy is as given below also uploaded on
the website of your Company and can be accessed at:
https://www.vaibhavjewellers.com/investor-relations

The Nomination and Remuneration Committee
periodically reviews the Policy to ensure its
continued alignment with the Company''s business
objectives, regulatory requirements and evolving
governance practices.

12. Annual evaluation of board performance
and performance of its committees and
individual directors

Pursuant to the provisions of the Companies Act,
2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Nomination
and Remuneration Policy of the Company, the Board
has carried out an annual evaluation of its own
performance, the performance of its committees and
that of the individual Directors.

The evaluation was undertaken through a structured
evaluation framework approved by the Nomination
and Remuneration Committee, based on objective
and comprehensive criteria appropriate to the roles
and responsibilities of the Board, its committees and
individual Directors.

The evaluation of the Board of Directors covered,
inter alia, the composition and diversity of the Board,
effectiveness of the corporate governance framework,
strategic oversight, adequacy of risk management
and internal control systems, quality and timeliness of
financial and operational information placed before the
Board, effectiveness of Board meetings, adequacy of
deliberations, functioning of Board Committees and the
overall discharge of the Board''s fiduciary responsibilities.

The performance evaluation of the Chairperson
included leadership effectiveness, promotion of
constructive participation and deliberations at Board
meetings, relationship with the Board and management,
promotion of shareholder confidence, communication
with stakeholders, integrity, professional competence
and overall contribution towards the growth and
governance of the Company.

The evaluation of the Executive Directors was carried
out considering various parameters, including
attendance and participation in Board and Committee
Meetings, professional competence and domain
expertise, accomplishment of assigned responsibilities,
contribution towards the Company''s growth and
business performance, strategic initiatives, leadership
qualities, adherence to the Company''s Code of Conduct,
compliance with statutory and internal policies,
safeguarding of confidential information and whistle
blower interests, teamwork and overall contribution
towards the effective functioning of the Company.

The performance of the Independent Directors
was evaluated by the entire Board, excluding the
Director being evaluated, taking into consideration
their participation in Board deliberations, exercise
of independent judgment, governance oversight,
contribution to strategic guidance, safeguarding
of stakeholders'' interests and fulfilment of their
fiduciary responsibilities.

The Independent Directors, at their separate meeting
held on March 23, 2026, reviewed the performance of
the Non-Independent Directors, the Chairperson and
the Board as a whole. They also assessed the quality,
adequacy and timeliness of the flow of information
between the management and the Board to enable the
Directors to effectively discharge their duties.

Based on the outcome of the evaluation, the Board
expressed its satisfaction with the overall effectiveness
of the Board, its committees and individual Directors.
The evaluation process reaffirmed that the Board
continues to function as an effective and cohesive body,
providing strategic guidance, effective oversight and
sound governance in the best interests of the Company
and its stakeholders.

13. Familiarization / orientation program for
independent directors

Pursuant to the requirements of Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a structured
Familiarisation Programme for its Independent Directors
with a view to familiarise them with the Company, their
roles, rights and responsibilities, the nature of the
industry in which the Company operates, its business
model, strategic priorities, governance framework and
the regulatory environment.

The Familiarisation Programme is designed to provide
the Independent Directors with meaningful insights
into the Company''s business operations, organisational
structure, financial performance, business strategies,
risk management framework, internal financial controls,
compliance systems and significant developments
affecting the Company''s business.

The Independent Directors are regularly updated
on changes in the legal and regulatory framework,
amendments to the Companies Act, 2013, the SEBI
Listing Regulations and other applicable laws, as well as
emerging governance practices and business risks.

The Familiarisation Programme is an ongoing process
aimed at enabling the Independent Directors to
effectively discharge their fiduciary duties, provide
informed and independent judgement, and actively
contribute to the deliberations and decision-making of
the Board and its Committees.

The details of the Familiarisation Programme imparted
to the Independent Directors are available on the
Company''s website at https://www.vaibhavjewellers.
com/investor-relations.

14. Directors'' responsibility statement

Pursuant to Section 134(3) (c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed and there are no material departures
from the same;

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

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

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

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

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

The Board believes that the Company''s governance
framework, internal control environment, compliance
management systems and risk management processes
provide reasonable assurance regarding the reliability of
financial reporting, safeguarding of assets, compliance
with applicable laws and regulations, and the orderly
and efficient conduct of its business operations.

15. Statement on declaration given by
independent directors

All the Independent Directors of the Company have
furnished declarations confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and that they continue

to satisfy the conditions of independence throughout
the financial year under review.

The Independent Directors have further confirmed that
they have complied with the Code for Independent
Directors prescribed under Schedule IV to the
Companies Act, 2013 and have affirmed compliance
with the Company''s Code of Conduct for Directors and
Senior Management Personnel.

The Board has taken on record the declarations and
confirmations received from the Independent Directors
and, after undertaking the prescribed assessment,
is of the opinion that all the Independent Directors
possess the requisite integrity, expertise, experience
(including proficiency, wherever applicable), knowledge
and competencies required to effectively discharge
their duties and responsibilities. The Board further
confirms that the Independent Directors are persons
of high professional standing and continue to provide
independent judgment and valuable guidance in the
deliberations of the Board and its Committees.

The Independent Directors have also confirmed that
they have complied with the requirements relating to
registration with the Independent Directors'' Databank
maintained by the Indian Institute of Corporate Affairs
("IICA"), wherever applicable, in accordance with the
provisions of the Companies Act, 2013 and the Rules
made thereunder.

16. Extract of annual return

Pursuant to the provisions of Section 92(3) and 134(3) of
the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft Annual
Return as at March 31, 2026, prepared in accordance
with Section 92(3) of the Act can be accessed on the
Company''s website at: https://www.vaibhavjewellers.
com/investor-relations.

17. Details about the policy developed
and implemented by the company on
corporate social responsibility (CSR)
initiatives

The Company firmly believes that sustainable business
growth is intrinsically linked with inclusive social
development and environmental stewardship. Corporate
Social Responsibility ("CSR") forms an integral part of
the Company''s philosophy of responsible business and
reflects its commitment towards creating long-term
value for society while conducting its business in an
ethical and sustainable manner.

The CSR initiatives of the Company are focused on
creating meaningful and lasting social impact in the
areas identified under its CSR Policy and are undertaken
in accordance with the provisions of Section 135 of

the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee of the
Board oversees the formulation, implementation and
monitoring of the CSR Policy and recommends the
annual CSR action plan, projects and expenditure to the
Board for its approval.

During the financial year under review, the Company
has complied with the applicable provisions relating to
Corporate Social Responsibility under the Companies
Act, 2013.

The CSR policy is available on the website of the
Company at https://www.vaibhavjewellers.com/
investor-relations. The Annual Report on Corporate
Social Responsibility containing the particulars specified
under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed to this Report as Annexure
A and forms an integral part of this Report.

18. Details in respect of frauds reported
by auditors under sub-section (12) of
section 143 other than those which are
reportable to the central government

Pursuant to the provisions of Section 143(12) of the
Companies Act, 2013, neither the Statutory Auditor
nor the Secretarial Auditor has reported any instance of
fraud committed against the Company by its officers or
employees during the financial year under review which
is required to be reported to the Central Government.

19. Maintenance of cost records

The provisions of Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit)
Rules, 2014 relating to maintenance of cost records are
not applicable to the business activities carried on by
the Company.

20. Auditors

a. Statutory Auditors

M/s. Sagar & Associates, Chartered Accountants
(Firm Registration No. 003510S), are the Statutory
Auditors of the Company and hold office until
the conclusion of the ensuing 37^th Annual
General Meeting.

Based on the recommendation of the Audit
Committee, the Board of Directors has
recommended to the Members the re-appointment
of M/s. Sagar & Associates, Chartered Accountants,
as the Statutory Auditors of the Company for
a second term of five (5) consecutive years,
commencing from the conclusion of the 37^th Annual
General Meeting until the conclusion of the
42^nd Annual General Meeting, at such remuneration

as may be determined by the Board of Directors in
consultation with the Statutory Auditors.

The Financial Statements of the Company for the
financial year ended March 31, 2026 have been
audited by the Statutory Auditors. The Audit Report
issued by them contains an unmodified opinion
and does not contain any qualification, reservation,
adverse remark or disclaimer.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the applicable Rules
made thereunder, the Board of Directors, based
on the recommendation of the Audit Committee,
appointed M/s. P. A. Naidu & Associates, Chartered
Accountants (Firm Registration No. 016254S), as the
Internal Auditors of the Company for the financial
year 2025-26.

c. Secretarial Auditors

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, the Members of
the Company, at the 36^th Annual General Meeting
held on September 26, 2025, appointed M/s. P. S.
Rao & Associates, Company Secretaries (Certificate
of Practice No. 3289) as the Secretarial Auditors of
the Company for a term of five (5) consecutive years,
commencing from the financial year 2025-26 and
continuing up to the conclusion of the 41^st Annual
General Meeting.

The Secretarial Audit report issued by the Secretarial
Auditor for the financial year 2025-26 forms part of
this report and is annexed as Annexure B to the
Director''s Report.

d. Cost Auditors

The appointment of Cost Auditors as specified under
sub-section (1) of Section 148 of the Companies
Act, 2013, is not applicable to the Company.

21. Explanation or comments on
qualifications, reservations or adverse
remarks or disclaimers made by the
auditors in their report and explanation/
comments by the board:

The Statutory Auditors'' Report and the Secretarial
Audit Report for the financial year ended March 31,
2026 do not contain any qualification, reservation,
adverse remark or disclaimer. Accordingly, no
explanation or comments of the Board under Section
134(3)(f) of the Companies Act, 2013 are required.

22. Conservation of energy, technology
absorption and foreign exchange
earnings/outgo

The information required under Section 134(3) (m) of the
Companies Act, 2013 and Rule 8(3) of the Companies
(Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

The Company remains committed to conducting
its operations in an environmentally responsible
and energy-efficient manner. During the year under
review, the Company continued to implement
various energy conservation initiatives aimed
at reducing energy consumption, improving
operational efficiency and minimising its
carbon footprint.

Some of the significant initiatives undertaken by
the Company include:

• Installation and utilisation of rooftop solar
power systems;

• adoption of energy-efficient lighting systems;

• implementation of Smart Building
Management Systems;

• installation of smart energy meters, flow
meters and temperature sensors;

• optimisation of HVAC systems through
Variable Frequency Drives (VFDs);

• deployment of energy-efficient chilled water
and condenser water pumps; and

• continuous monitoring and optimisation of
utilities to improve overall energy efficiency.

Rajamahendravaram Showroom

Solar photovoltaic panels installed at the
Rajamahendravaram showroom generated
substantial energy savings during the year,
resulting in electricity savings of 21,539 kVAh,
corresponding to an estimated monetary saving
of Rs. 2.53 lakh and a reduction in carbon
emissions of approximately 22 tonnes of CO₂.

V Square - Visakhapatnam

The Company''s flagship showroom at
Visakhapatnam continued to benefit from its
Smart Building Management System and various
energy optimisation initiatives, resulting in
energy savings of approximately 5,43,814 kVAh,
corresponding to an estimated saving of Rs. 61.67
lakh, while reducing carbon emissions by around
566 tonnes of CO₂.

The Company will continue to explore sustainable
technologies and energy-efficient solutions across
its operations to support its commitment towards
responsible business practices.

B. Technology Absorption, Adaptation and
Innovation

The Company did not undertake any research and
development activities requiring disclosure under
the Companies Act, 2013 during the financial year.
However, the Company continues to leverage
indigenous software applications and digital
technologies to improve operational efficiency,
inventory management, customer experience and
business processes.

C. Foreign Exchange Earnings and Outgo:

i) Foreign Exchange earned in terms of actual
inflows: Rs 5,96,436/-

ii) Foreign Exchange Outgo in terms of actual
outflows: NIL

23. Particulars of employees and
remuneration

The Company firmly believes that its employees are
its most valuable asset and remains committed to
fostering an inclusive, performance-driven and people¬
centric work culture that encourages professional
growth, innovation and excellence. As at March 31,
2026, the Company had 1,113 employees across its
various locations.

The disclosures relating to remuneration and other
particulars of employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 form part of this
Annual Report.

The statement containing particulars of employees in
accordance with Rule 5(2) and Rule 5(3) of the aforesaid
Rules is annexed as Annexure - C.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
enclosed as Annexure D and form part of this Report.

24. Particulars of contracts or arrangements
with related parties

All Related Party Transactions entered into during the
financial year under review were in the ordinary course
of business and on an arm''s length basis and were
in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy on Materiality of
Related Party Transactions and on Dealing with Related
Party Transactions, which provides the framework for
identification, review, approval and reporting of Related
Party Transactions in accordance with the applicable
statutory and regulatory requirements. The Policy is
periodically reviewed by the Board and updated to align
with amendments in the applicable laws, regulatory
requirements and evolving business needs.

All Related Party Transactions are subject to the
prior review and approval of the Audit Committee in
accordance with the provisions of the Companies Act,
2013, the SEBI Listing Regulations and the Company''s
Policy on Related Party Transactions. Omnibus approvals
are obtained from the Audit Committee for repetitive
transactions of a routine nature, wherever permissible,
and all such transactions are placed before the Audit
Committee for periodic review.

In compliance with Regulation 23 of the SEBI Listing
Regulations, the Related Party Transactions were
considered and approved by the Audit Committee.
Only the Independent Directors constituting the
Audit Committee participated in the consideration
and approval of the Related Party Transactions, while
the interested related party, wherever applicable, did
not participate in the deliberations or voting on such
transaction(s).

There were no materially significant Related Party
Transactions made by the Company during the year
that would have required shareholders'' approval under
the Listing Regulations. All transactions with related
parties are in accordance with the policy on related party
transactions formulated by the Company.

The details of the Related Party Transactions entered
into during the financial year are disclosed in Note No.
44 forming part of the Financial Statements and have
been reported in accordance with the requirements
of Indian Accounting Standard (Ind AS) 24 - Related
Party Disclosures.

The Board, on the recommendation of the Audit
Committee, periodically reviews the Policy on
Materiality of Related Party Transactions and on
Dealing with Related Party Transactions to ensure
continued alignment with the applicable statutory
provisions, regulatory amendments and the Company''s
business requirements.

The Policy on Materiality of Related Party
Transactions and on Dealing with Related Party
Transactions is available on the Company''s website at
https://www.vaibhaviewellers.com/investor-relations

The requisite details of the related party transactions are
provided as Annexure E to the Director''s Report in Form
AOC-2 in compliance with Section 188 of the Companies
Act, 2013.

25. Deposits

The Company has not accepted or renewed any deposits
from the public within the meaning of Sections 73 to 76
of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 during the financial
year under review.

26. Particulars of loans, guarantees or
investments under section 186 of the
companies act, 2013

During the year, the Company did not grant any loans,
provide any guarantees or create any security requiring
disclosure under the said section

27. Management discussion and analysis
report

Pursuant to Regulation 34(2)(e) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report, containing, inter alia, an
overview of the industry structure and developments,
business performance, opportunities and threats,
outlook, risks and concerns, internal control systems and
financial performance of the Company, forms part of this
Annual Report as Annexure - F.

28. Dividend distribution policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Dividend Distribution Policy,
which sets out the guiding principles and parameters
to be considered by the Board while recommending
or declaring a dividend. The Policy is available on
the Company''s website and can be accessed at:
https://www.vaibhavjewellers.com/investor-relations

29. Compliance with the provisions relating
to the Maternity Benefits Act, 1961

The Company is committed to providing an inclusive,
equitable and employee-friendly workplace and extends
maternity benefits to its eligible women employees in
accordance with the applicable provisions governing
maternity benefits under the labour laws in force. The
Company remains committed to promoting gender
equality, employee well-being and work-life balance
by ensuring compliance with all applicable statutory
requirements relating to maternity benefits and by
providing a supportive and inclusive work environment.

30. Details of significant and material orders
passed by the regulators, courts and
tribunals

There were no significant or material orders passed by
any Court, Tribunal, Statutory Authority or Regulatory

Authority during the financial year under review which
could impact the going concern status of the Company
or materially affect its future operations.

31. Subsidiaries, associates and joint
ventures

During the financial year under review, the Company
did not have any subsidiary, associate or joint venture
within the meaning of the Companies Act, 2013. Further,
no company became or ceased to be a subsidiary,
associate or joint venture of the Company during the
financial year. Accordingly, the provisions relating to
the preparation of Consolidated Financial Statements
under Section 129(3) of the Companies Act, 2013
and disclosure of the salient features of the financial
statements of subsidiaries, associates and joint ventures
in Form AOC-1 do not apply to the Company.

32. Corporate governance

Pursuant to Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance Report,
together with the certificate from the Practising
Company Secretary confirming compliance with the
conditions of Corporate Governance, forms part of this
Annual Report as Annexure - G.

33. Vigil mechanism / whistle blower policy

Pursuant to the provisions of Section 177(9) and 177(10)
of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism and
adopted a Whistle Blower Policy to provide Directors,
employees and other stakeholders with an appropriate
mechanism to report genuine concerns relating
to unethical behaviour, actual or suspected fraud,
violations of the Company''s Code of Conduct or any
other improper practices.

The Policy provides adequate safeguards against
victimisation of whistle blowers and ensures direct access
to the Chairperson of the Audit Committee in appropriate
cases. During the financial year under review, no person
was denied access to the Chairperson of the Audit
Committee. The Vigil Mechanism is administered under
the supervision of the designated Vigilance Officer, and
the functioning of the mechanism is periodically reviewed
by the Audit Committee. Mrs. Sai Keerthana Grandhi,
Whole time Director & CFO is the Vigilance Officer to
oversee the Vigil Mechanism System in the Company.

The Whistle Blower Policy is available on the Company''s
website at: https://www.vaibhavjewellers.com/investor-
relations

34. Statement in respect of the Sexual
Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe,
secure, inclusive and respectful workplace for all its
employees and has zero tolerance towards any form of
sexual harassment.

The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
made thereunder. An Internal Committee has been
duly constituted to redress complaints and ensure
compliance with the applicable statutory requirements.
The Company conducts awareness programmes and
sensitisation initiatives from time to time to promote
a respectful workplace culture and ensure that all
employees are aware of their rights and responsibilities
under the Policy.

During the financial year under review:

• Number of complaints received: Nil

• Number of complaints disposed of: Nil

• Number of complaints pending as at March 31,
2026: Nil

35. Details of difference between the
valuation done at the time of one time
settlement and valuation done while
taking loan from the banks or financial
institutions along with reasons thereof

Pursuant to Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014, the Company confirms that there were
no instances of one-time settlement with any Bank or
Financial Institution during the financial year under
review. Accordingly, the disclosure relating to the
difference between the valuation carried out at the time
of one-time settlement and the valuation undertaken
while availing loans from Banks or Financial Institutions
is not applicable.

36. Statement concerning development and
implementation of Risk Management
Policy of the company

The Company has adopted a Risk Management Policy
to establish a structured framework for identifying,
assessing, monitoring and mitigating risks that may
impact the achievement of its strategic, operational,
financial and regulatory objectives. The Policy integrates
risk management into the Company''s business processes
and decision-making framework, thereby strengthening
corporate governance and supporting sustainable
business growth.

In accordance with the Risk Management Policy, defined
roles and responsibilities have been assigned to the Board of
Directors, the Risk Management Committee, the Managing
Director, the Risk Officer and the functional heads to ensure
effective implementation and continuous monitoring of the
risk management framework. The Company maintains risk
registers across relevant functions and periodically reviews
significant risks and mitigation measures through a structured
reporting mechanism.

In accordance with the provisions of Listing Regulations,
the Board has formed a Risk Management Committee. Your
Company has in place comprehensive risk management
policy to maintain procedures and systems that enable
us to effectively identify, monitor, control and respond to
these risks. The Risk Management Policy is available on the
Company''s website at: https://www.vaibhavjewellers.com/
investor-relations

37. Compliance with secretarial standards

The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013, namely Secretarial Standard on Meetings of
the Board of Directors (SS-1) and Secretarial Standard
on General Meetings (SS-2), during the financial year
under review.

38. Details of application made or any
proceeding pending under the
insolvency and bankruptcy code, 2016
during the year along with their status
as at the end of the financial year

During the financial year under review, no application
was made, nor were any proceedings initiated or
pending against the Company under the provisions of
the Insolvency and Bankruptcy Code, 2016, as at March
31, 2026.

39. Details of adequacy of internal financial
controls with reference to the financial
statements

The Company has established and maintains adequate
Internal Financial Controls with reference to the Financial
Statements, commensurate with the nature, size and
complexity of its business operations.

The Company''s Internal Financial Control framework is
designed to provide reasonable assurance regarding
the orderly and efficient conduct of its business,
safeguarding of assets, prevention and detection
of frauds and errors, accuracy and completeness of
accounting records, timely preparation of reliable
financial information and compliance with applicable
laws, regulations and internal policies.

The designated system ensures that all transactions
are authorised, recorded and reported correctly,
timely preparation and reporting of reliable financial
statements, safeguarding of assets and prevention and
detection of fraud and errors.

The Audit Committee periodically reviews the internal
control system to ensure that it remains effective
and aligned with the business requirements of your
Company. In addition, the Company has appointed
an Internal Auditor to regularly carry out review of the
internal control systems and procedures. Our internal
audit functions evaluate the adequacy and efficacy of
internal systems on a continuous basis to ensure that
business units comply with our policies, compliance
requirements, and internal guidelines. During the year,
such controls and systems were tested and no material
weaknesses in the design and operation were observed.

40. Code for prevention of insider trading

The Company has adopted a Code of Conduct for
Regulating, Monitoring and Reporting Trading by
Designated Persons and their Immediate Relatives
("PIT Code") in accordance with the provisions of the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended.

The PIT Code lays down the framework governing
trading in the Company''s securities by Designated
Persons and their Immediate Relatives and prescribes the
procedures for identification, preservation and handling
of Unpublished Price Sensitive Information (UPSI). The
Company has also established adequate internal controls
and systems for maintaining the confidentiality of UPSI,
preventing insider trading and ensuring compliance
with the applicable provisions of the SEBI (Prohibition of
Insider Trading) Regulations, 2015.

The Company has also adopted a Code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information, in compliance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015,
to ensure timely, uniform and adequate dissemination
of UPSI.

Your Company has adopted a Code of Conduct and
Code to Regulate, Monitor and Report Trading in your
Company''s shares by Designated Persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing
your Company''s shares and sharing Unpublished Price
Sensitive Information ("UPSI").

The PIT Code covers your Company''s obligation to
maintain a digital database, mechanism for prevention
of insider trading and handling of UPSI, and the process

to familiarize with the sensitivity of UPSI. Further, your
Company also has Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI). The aforesaid Codes are available on
the Company''s website at: https://www.vaibhavjewellers.
com/investor-relations

41. Green initiative

The Company is committed to promoting environmental
sustainability and supports the Green Initiative of
the Ministry of Corporate Affairs, Government of
India, aimed at reducing paper consumption through
electronic communication with shareholders

In accordance with the applicable provisions of the
Companies Act, 2013 and the Rules made thereunder,
the Company continues to send the Notice of General
Meetings, Annual Reports and other communications to
those Members whose e-mail addresses are registered
with their respective Depository Participants or the
Company''s Registrar and Share Transfer Agent ("RTA"),
thereby contributing to a paperless and environmentally
sustainable governance framework.

Members who have not yet registered or updated their
e-mail addresses are requested to do so with their
respective Depository Participants, in case of shares
held in dematerialised form, or with the Company''s
Registrar and Share Transfer Agent, in case of shares
held in physical form, to enable the Company to send all
communications electronically.

42. Acknowledgements

The Board of Directors places on record its sincere
appreciation and gratitude to the shareholders,
customers, employees, bankers, financial institutions,
investors, business associates, vendors, suppliers,
communities and all other stakeholders for their continued
trust, confidence, support and valuable association with
the Company.

The Directors express their deep appreciation to all
employees for their unwavering dedication, commitment,
professionalism and collective efforts, which have
significantly contributed to the Company''s sustained
growth, operational excellence and continued success
during the financial year.

The Board also conveys its sincere gratitude to the
Government of India, the Governments of Andhra
Pradesh, Telangana and other States, the Ministry of
Corporate Affairs, the Securities and Exchange Board
of India, the Stock Exchanges and other statutory,
regulatory and governmental authorities for their
continued guidance, support and cooperation.

By order of the Board of Directors
For Manoj Vaibhav Gems ''N'' Jewellers Limited

Sd/

Bharata Mallika Ratna Kumari Grandhi

Chairperson & Managing Director
Place: Visakhapatnam (DIN: 00492520)

Date: August 10, 2026

Your Directors are pleased to present the 36^th Annual Report on the business and operations of your Company along with
the Audited Financial Statements for the Financial Year 2024-25.

Financial summary/highlights:

The financial performance of your Company for the year ended March 31, 2025 is summarized below:

1. State of the Company''s Affairs

Your Company prepared its financial statements in
accordance with applicable accounting principles in
India, the applicable accounting standards prescribed
under Section 133 of the Companies Act, 2013
(hereinafter referred as ''Act'') read with the Companies
(Accounts) Rules, 2014, other provisions of the Act and
accounting principles generally accepted in India to
the extent applicable.

During the year under review, total revenue from retail
Jewellery sales has grown to '' 23,840 million from
'' 21,496 million in the previous year i.e. an increase of
10.90% in retail operations. The Company consistently
concentrating on retail sale of Jewellery focusing on rural
market by following Hyperlocal Model with an object to
expand the business and maximize the profits. Thus, the
total income of the Company stood at '' 23,974 Million

as compared to '' 21,610 Million in the previous year
2023-24 and thus the Company registered a growth of
10.94% in the financial year 2024-25.

Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) for the financial year 2024-25
is '' 1,645 Million and Profit Before Tax (PBT) for the
year under review was '' 1,296 million as compared to
EBITDA of '' 1,502 Million and Profit Before Tax (PBT)
'' 1,086 Million reported last year. Net Profit of the
Company for the year under review is '' 1,004 Million as
compared to previous year Net Profit of '' 809 Million
i.e. an increase of 24.09%.

The financial year 2024-25 has been an excellent year
for your Company. During the financial year 2024-25,
your Company opened 6 showrooms as per the objects
mentioned in the prospectus. The total count of stores
as on March 31, 2025 is 21 (Including 1 franchise stores).

During the year, company focused on increasing
presence in Tier 2 and Tier 3 cities, in order to
compete in the changing market conditions, Company
has focused on variety of designs to meet the
customer preferences.

2. Material changes and commitments,
if any, affecting the financial position
of the company which have occurred
between the end of the financial year
of the company to which the financial
statements relate and the date of the
report

No material changes and commitments, affecting the
financial position of the Company which have occurred
between the end of the financial year and the date of
this report.

3. Amounts, if any, which it proposes to
carry to any reserves

During the year under review, no amount was
transferred to any reserves of the Company. With a view
to conserve the resources of the Company, the Board
of Directors of the Company have not recommended
any dividend for the financial year 2024-25.

4. Change in nature of business

There has been no change in the nature of business of
your Company during the period under review.

5. Amount, if any, which it recommends
should be paid by way of dividend

Your Board of directors does not recommend interim
or final dividend for the financial year 2024-25 due to
conservation of profits by the company.

6. Transfer of Unclaimed Dividend To
Investor Education And Protection Fund

The provisions of Section 124(5) of the Act, do not apply
to the Company as no dividend has been declared by
the Company since its inception.

7. Share Capital as at March 31 2025_:

The Company had successfully completed its Initial
Public Offering (IPO) during the financial year 2023-24,
with a total issue size of '' 2,702 million. The IPO was
comprised of a Fresh Issue of 97,67,441 equity shares
aggregating to '' 2,100 million and an Offer for Sale of
28,00,000 equity shares aggregating to '' 602 million
by the Promoter Selling Shareholder, G.B.M. Ratna
Kumari (HUF).

The net proceeds from the Fresh Issue were intended
to be utilized for:

Capital expenditure and inventory costs related to the
establishment of eight (8) new showrooms and General
corporate purposes.

As on March 31, 2025, the entire IPO proceeds have
been fully utilized as per the objects of the Issue
disclosed in the Prospectus of the Company. The
Monitoring Agency has submitted its report on the full
utilization of the IPO proceeds.

During the year under review, your Company has
neither issued any shares with differential voting
rights nor has granted any stock options or sweat
equity shares.

8. Number of Meetings of the Board

During the year under review 5 (Five) Board Meetings
were held and the maximum time-gap between two
consecutive meetings did not exceed 120 days as
prescribed in the Act and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standards issued by ICSI. The details of the Board
Meetings held and attendance of directors are
provided in the Corporate Governance Report which
forms part of Annual Report.

9. Details of directors or key managerial
personnel who were appointed or have
resigned during the year

There are no changes in the in the office of Director(s)/
Key Managerial Personnel(s) of the Company during
the year under review.

10. Committees Composition & meetings

As required under the Act and the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
(hereinafter referred as ''Listing Regulations'') your
Company has constituted various Committees. Further,
the Board has also formed IPO Committee to review
the IPO matters and to give necessary approvals as
may be required. As all the IPO matters have been
completed the IPO Committee was dissolved on
May 30, 2024.

The following are the committees of the Board of Directors.

a. Audit Committee

Your Company has constituted the Audit Committee
on August 02, 2022 in accordance with Section 177
of the Act and Listing Regulations. The following is
the composition of the Audit Committee.

All the recommendations of the Audit Committee
have been accepted by the Board of Directors.

b. Nomination and Remuneration Committee

Your Company has constituted the Nomination and
Remuneration Committee on August 02, 2022 in
accordance with Section 178 of the Act and Listing
Regulations. The following is the composition of
the Nomination and Remuneration Committee.

c. Stakeholders Relationship Committee

Your Company has constituted the Stakeholders
Relationship Committee on August 02, 2022 in
accordance with Section 178 of the Act and Listing
Regulations. The following is the composition of

Tr»r-lcirc I atinncn ir-i C''r-im m

d. Corporate Social Responsibility Committee

Your Company has reconstituted the Corporate
Social Responsibility Committee on August 02,
2022 in accordance with Section 135 of the Act and

Listing Regulations. The following is the composition
of the Corporate Social Responsibility Committee.

e. Risk Management Committee

Your Company has reconstituted the Risk
Management Committee on September 04,
2023 in accordance with Regulation 21 of Listing
Regulations. The following is the composition of
the Risk Management Committee.

The meetings, attendance of members, role and
terms of reference of Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social
Responsibility Committee, and Risk Management
Committee and other details are provided in the
Corporate Governance Report which forms part of
Annual Report.

11. Policy on Director''s appointment and
remuneration and other matters

The Nomination and Remuneration Committee has
been formed in compliance with Regulation 19 of Listing
Regulations and pursuant to Section 178 of the Act.

The main object of this Committee is to identify persons
who are qualified to become directors and who may
be appointed in senior management of your Company,
recommend to the Board their appointment and removal
and shall carry out evaluation of Director''s performance,
recommend the remuneration package of the Executive
and the Non-Executive Directors. The Committee
reviews the remuneration package payable to Executive
Director(s), makes appropriate recommendations to the
Board and acts in terms of reference of the Board from
time to time.

Pursuant to Section 178(3) of Companies Act 2013, and
other applicable Provisions, the Company has in place
a policy on appointment and remuneration of director,

key managerial personnel and other employees and also
criteria for determining qualifications, positive attributes,
independence of director etc. duly approved by Board of
Directors. The policy, inter alia, lays down the principles
relating to appointment, cessation, remuneration and
evaluation of directors, key managerial personnel and
senior management personnel of the Company which
is also placed on the Company''s website. The link for
accessing the policy is as given below also uploaded on
the website of your Company and can be accessed at:
www.vaibhavjewellers.com.

12. Annual evaluation of board performance
and performance of its committees and
individual directors

Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out the annual
performance evaluation of the Board, the directors
individually as well as the evaluation of the Committees
by fixing certain criteria duly approved by Nomination
and Remuneration Committee and adopted by
the Board.

A structured questionnaire, which covers various
aspects of the Board''s functioning such as adequacy
of the composition of the Board and its Committees,
Board culture, execution and performance of specific
duties, Board functioning and effectiveness, its
obligations, Compliance of laws, rules and regulations
and governance etc., has been used for these purposes.

The Board evaluation includes performance evaluation
of Board of Directors and Board Committees which
covers broad areas such as composition of Board,
Board culture and information, board functioning and
effectiveness. A separate exercise was carried out
to evaluate the performance of individual Directors
including the Chairperson of the Board, who were
evaluated on the parameters such as their contributions
towards the growth and development of the Company,
industry knowledge and skills, contributions to
development of strategy and risk management policy,
independence of Judgment, effective planning and
control, compliance of laws and regulations etc.

Further, Independent Directors at their meeting held
on February 06, 2025 evaluated the performance of
Non-Independent Directors and Board as a whole.
The Independent Directors also assessed the quality,
frequency, and timeliness of flow of information between
the Board and the management that is necessary for
effective performance.

Further, the Board ensured that the evaluation of
Directors was carried out without the participation of
the Director who was subject to evaluation.

13. Familiarization / Orientation program
for Independent Directors

The Company has adopted a familiarization programme
for Independent Directors with an objective to
familiarize Independent Directors with their roles
and responsibilities, business operations, recent
amendments in the acts and regulations, strategic and
operating plans of the Company.

The familiarization programme also intends to update
the Directors on a regular basis on any significant
changes in key trends and risk universe applicable
to your Company''s business therein so as to be in a
position to take well informed and timely decision.

The details of the familiarization programme undertaken
have been uploaded on the Company''s website and
can be accessible at https://www.vaibhavjewellers.com/
investor-relations.

14. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed and there are no material departures
from the same;

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

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

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

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

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

15. Statement on declaration given by
Independent Directors

The Company has received the declaration from all
the Independent Directors affirming that they fulfill the
criteria of Independence as stipulated under Section
149(6) of Act and Regulation 16 (b) of Listing Regulations
to qualify as Independent Director as per Section 149
of Act, and other applicable provisions. There has been
no change in the circumstances affecting their status as
independent directors of the Company.

The Independent Directors have also given declaration
of compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, with respect to their name appearing in the data
bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

Pursuant to the provisions of Act and Listing Regulations
the Independent Directors held their meeting on
February 06, 2025 with the presence of all Independent
Directors and without the presence of non-independent
directors and members of the management, inter alia, to
discuss the following:

- Review of the performance of non-independent
directors and the Board;

- Review of the performance of the Chairperson of the
Company;

- Assessment of the quality, quantity and timeliness of
flow of information to the Board;

In the opinion of the Board, all the Independent Directors
of your Company possess integrity, experience,
expertise, and the requisite proficiency required under
all applicable laws and the policies of your Company.

16. Extract of Annual Return

Pursuant to the provisions of Section 134(3) and 92(3) of
the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft Annual
Return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the
website of your Company. The link for the website is
https://www.vaibhavjewellers.com/investor-relations.

17. Details about the policy developed
and implemented by the company on
Corporate Social Responsibility (CSR)
initiatives

Your Company ensures that all CSR activities contributed
to the overall growth of society in terms of social,
economic, and environmental aspects, thereby creating
a positive impact. In compliance with Section 135 of the
Act, the Company has constituted a CSR Committee,
formulated CSR policy and undertaken CSR activities,

projects and programs as per the provisions of the
Companies Act, 2013 and schedule VII and the rules
made there under. The detailed policy is available in the
website of the Company at https://www.vaibhavjewellers.
com/investor-relations. Annual Report on CSR Activities
as required is enclosed herewith as Annexure A.

18. Details in respect of frauds reported
by auditors under sub-section (12) of
section 143 other than those which are
reportable to the central government

The Statutory and Secretarial Auditors of your Company
have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or re-
enactment(s) for the time being in force).

19. Maintenance of cost records

The provisions under Section 148 (1) of Companies
Act, 2013 and Rules made thereunder in relation
to maintaining cost records are not applicable to
your Company.

20. Auditors

a. Statutory Auditors

The Members of the Company at their 32^nd Annual
General Meeting held on 30^th November, 2021
appointed M/s. Sagar & Associates, Chartered
Accountants, (Firm Registration Number: 003510S
and Peer Review No 011975) as Statutory Auditors of
the Company, to hold the office for a period of five
years from the conclusion of 32^nd Annual General
Meeting i.e. from the financial year 2021-22 till the
conclusion of 37^th Annual General Meeting to be
held in the financial year 2025-26.

Statutory Auditors have expressed their unmodified
opinion on the Audited Financial Statements and
their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The
Auditor''s Report is enclosed with the financial
statements forming part of this Annual Report.

b. Internal Auditors.

Pursuant to the provisions of Section 138 of the
Act, your Company has appointed M/s. P A Naidu,
& Associates, (Firm Reg. No: 016254S), Chartered
Accountants, Visakhapatnam as Internal Auditor of
the company for the financial year 2024-25.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors re-appointed M/s. P.S. Rao & Associates,

Company Secretaries in Practice, Hyderabad as
Secretarial Auditors of the Company to conduct
Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit report issued
by the Secretarial Auditor for the financial year
2024-25 forms part of this report and is annexed as
Annexure B to the Director''s Report.

Further, pursuant to amended Regulation 24A
of SEBI Listing Regulations, and subject to your
approval being sought at the ensuing AGM,
M/s. P.S. Rao & Associates, Company Secretaries
in Practice, Hyderabad (Peer reviewed certificate
no. 6678/2025) has been appointed as a Secretarial
Auditors to undertake the Secretarial Audit of your
Company for a term of five (5) consecutive years
from 2025-26 to 2029-30 to conduct the Secretarial
Audit. Secretarial Auditors have confirmed that they
are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial
Auditor of your Company.

d. Cost Auditors

The appointment of Cost Auditors as specified
under sub-section (1) of Section 148 of the
Companies Act, 2013, is not applicable to
the Company.

21. Explanation or comments on
qualifications, reservations or adverse
remarks or disclaimers made by the
auditors in their report and explanation/
comments by the Board

There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their report.

Following are the comments of the Board on observations
made by Secretarial Auditors in their Report: -

1. The Company has received a mail dated
February 5, 2025 from SEBI seeking comments on
their observation as hereunder:

• deviation in objects of the issue and usage of
issue proceeds and

• deviation in the interim use of Net Proceeds as
per Monitoring agency report for the quarter
ended December, 2023.

The Company has submitted its replies on
February 13, 2025. There has been no further
communication from SEBI in the said regard.

2. The Company has received a mail dated
February 5, 2025 from SEBI seeking comments
on their observation as hereunder: The Company
has received a query from NSE vide its mail
dated February 6, 2025 on the observation i.e.
Interim use of funds not being in line with SEBI (ICDR)

Regulations, forming part of the Monitoring Agency
Report, issued by CARE Ratings Limited, for the
quarter ended December, 2023. To the said query,
the Company has submitted its reply on February
07, 2025, clarifying that the reported amount was
kept as temporary deposit with the NBFC which was
received back with interest before March 31, 2024.
NSE sent another query vide its mail dated February
14, 2025, enquiring as to why it was not disclosed
in the Statement of Deviation/Variation filed by
the Company for the quarter ended December,
2023. The Company had replied on February 20,
2025 stating that since the said deposit does not
fall under the utilization of IPO proceeds, it has not
been reported as deviation and also the monitoring
agency stated no deviation in its report. there has
been no further communication from NSE.

22. Conservation of energy, technology
absorption and foreign exchange
earnings/outgo

The information required under Section 134(3) (m) of the

Companies Act, 2013 and Rule 8(3) of the Companies

(Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

Your Company is committed to conserve energy
in a more efficient and effective manner. As part
of energy conservation, the company has installed
solar panels and has implemented various in-house
Green energy saving initiatives.

Rajamahendravaram showroom - Solar
Panels

Solar Panels have been installed in Rajahmundry
showroom to save energy, resulting which your
Company has saved 21,183 kvah, which amounts to
'' 2,38,309/- in the financial year 2024-25. Accordingly,
your company was able to reduce Carbon emission
(CO2) to around 22 Tons in the financial year 2024-25.

V Square - Smart Building Management
System and Others

Your Company has installed Smart Building
Management System, Smart Energy Meters,
Flow meters and Temperature Sensors, New
energy efficient cooling system, Energy efficient
Condenser Water Pumps, Energy efficient
Chilled Water Pumps, Load based operation
using VFD (Variable Frequency Drives), High Side
Optimization, Mitigation of water quality issues,
High Side Optimization, Installation of pH meter
and TDS meter, Low Side Optimization, VFDs for
AHUs and Energy Efficient Lighting and Ventilation,
at its flagship store at Visakhapatnam i.e. V Square.

The above mentioned equipment enabled the
Company to save energy of around 5,10,651 kvah,
which amounts to '' 54,69,072 and reduced Carbon
Emission (CO2) upto 530 tons in the financial year
2024-25.

B. Technology Absorption

Your Company has not carried out any research
and development activities during the year. The
company uses indigenous developed software for
its operations.

C. Foreign Exchange Earnings and Outgo:

i) Foreign Exchange earned in terms of actual
inflows: 2.18 million

ii) Foreign Exchange Outgo in terms of actual
outflows: Nil

23. Particulars of employees and
remuneration

The number of employees as at March 31, 2025 was 1128.
In terms of the provisions of Section 197(12) of the Act,
read with Rules 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names and other particulars of
the employees drawing remuneration in excess of the
limits set out in the said rules is enclosed as Annexure C
and forms part of this Report.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
enclosed as Annexure D and forms part of this Report.

24. Particulars of contracts or arrangements
with related parties

All related party transactions which were entered during
the Financial Year were in the ordinary course of business
and on an arm''s length basis. All the Related Party
Transactions are placed before the Audit Committee
for prior approval, as required under the Act and Listing
regulations. A statement of all Related Party Transactions
is placed before the Audit Committee for its review on
a quarterly basis. Prior omnibus approval of the Audit
Committee is obtained as per Listing Regulations for
the transactions which are foreseeable and repetitive
in nature.

Related party transactions entered during the financial
year under review are disclosed in Note No. 43 to the
Financial Statements of the Company for the financial
year ended March 31, 2025.

The members of the Audit Committee abstained from
discussing and voting in the transaction(s) in which they
were interested.

The Company has not entered into any material
contracts or arrangements or transactions with related
parties. There were no materially significant Related
Party Transactions made by the Company during the
year that would have required shareholders'' approval
under the Listing Regulations. All transactions with
related parties are in accordance with the policy on
related party transactions formulated by the Company.

The requisite details of the related party transactions
are provided as Annexure E to the Director''s Report in
the format of AOC-2 in compliance with section 188 of
Companies Act, 2013. Suitable disclosure as required
by Ind AS-24 has been made in the notes to the
Financial Statements. All Related Party Transactions
were placed before the Board/Audit Committee for
approval wherever required. Pursuant to the provisions
of Regulation 23 of the SEBI Listing Regulations, your
Company has filed half yearly reports to the stock
exchanges, for the related party transactions.

During the year, the Board in consultation with the Audit
Committee had reviewed and approved the revised
policy on dealing with related party transactions of
the Company to make it align with the recent changes
/ amendments and in accordance with the current
business scenario of the Company.

The web-link for accessing policy is:
www.vaibhavjewellers.com.

25. Deposits

The Company has not accepted any public deposits
under Section 73 & 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014
during the year under review.

26. Particulars of loans, guarantees or
investments under section 186 of the
Companies Act, 2013

No loans, guarantees or investments under section 186
of the Companies Act, 2013 made during the year.

27. Management Discussion and Analysis
Report

Management Discussion and Analysis Report as
prescribed in Schedule V of SEBI (Listing and Disclosure
Requirements) Regulations, 2015 is enclosed as
Annexure F to the Director''s Report.

28. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing
Regulations is available on the Company''s website at
www.vaibhavjewellers.com.

29. Compliance with the provisions relating
to the Maternity Benefits Act, 1961

Your Company complies with the provisions of the
Maternity Benefit Act, 1961, extending all statutory
benefits to eligible women employees, including paid
maternity leave, continuity of salary and service during
the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options,
as applicable. Your company remains committed to
fostering an inclusive and supportive work environment
that upholds the rights and welfare of its women
employees in accordance with applicable laws.

30. Details of significant and material orders
passed by the regulators, courts and
tribunals:

There are no significant and material orders passed by
the regulators or Courts or Tribunals during the period
impacting the going concern status and the Company''s
operations in future.

31. Subsidiaries, associates and joint
ventures during the year 2024-25

Your Company does not have any Subsidiary or Joint
venture or Associate Company as on the closure of the
financial year and as on the date of this report. Further,
no Company has become or ceased to be the Subsidiary
or Joint venture or Associate of your Company during
the financial year.

32. Corporate Governance

Pursuant to the provisions of Listing Regulations to the
extent applicable, report on Corporate Governance for
the financial year 2024-25 is enclosed as Annexure G to
the Director''s Report

33. Vigil mechanism / whistle blower policy

Pursuant to Section 177(9) of the Act, read with Rule 7
of Companies (Meetings of Board and its Powers) Rules
2014, and Listing Regulations, company established a
Vigil Mechanism System and adopted a Whistle Blower
Policy for directors and employees to enable them to
report their concerns about unethical behavior, actual
or suspected fraud, malpractices, or violation of the
Company''s code of conduct without any fear. The Whistle
Blower Policy aims for conducting the affairs in a fair and
transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.
The Policy provides for adequate safeguards against
victimization of employees who avail the mechanism and
also provides for direct access to the Chairman of the
Audit Committee. Mrs. Sai Keerthana Grandhi, Whole
time Director & CFO is the Vigilance Officer to oversee
the Vigil Mechanism System in the Company.

The details of the Policy are explained in the
Corporate Governance Report and also posted on
the website of your Company and the web link is
https://www.vaibhavjewellers.com/investor-relations.

34. Statement in respect of the sexual
harassment at workplace (prevention,
prohibition and redressal) Act, 2013:

Your Company strongly supports the rights of all its
employees to work in an environment that is free from all
forms of harassment. The Company has zero tolerance
for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at workplace as per the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The Policy aims to provide
protection to employees at workplace and prevent and
redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of
providing a safe working environment, where employees
feel secure. The Company has also constituted an Internal
Complaints Committee, to enquire into complaints of
sexual harassment and recommend appropriate action.

During the year under review, there were no Complaints
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

35. Details of difference between the
valuation done at the time of one time
settlement and valuation done while
taking loan from the banks or financial
institutions along with reasons thereof

Not applicable (As there were no instances of one-time
settlement with the Banks or financial institutions during
the year under review)

36. Statement concerning development and
implementation of risk management
policy of the Company

The Company has in place a Risk Management Policy,
aimed at a) embed the management of risk as an integral
part of our business processes; b) establish an effective
system of risk identification, analysis, evaluation and
treatment within all areas and all levels of the Company; c)
avoid exposure to significant financial loss; d) contribute
to the achievement of the Company''s objectives; and
e) assess the benefits and costs of implementation of
available options and controls to manage risk.

In accordance with the provisions of Listing Regulations,
the Board has formed a Risk Management Committee.
Your Company has in place comprehensive risk
management policy in order to maintain procedures and
systems that enable us to effectively identify, monitor,

control and respond to these risks. Risk management
policy is also available on the company website at
www.vaibhavjewellers.com

37. Compliance with Secretarial Standards

Your Company has complied with the applicable clauses
of the Secretarial Standards (SS-1 and SS-2) issued by
The Institute of Company Secretaries of India.

38. Details of application made or any
proceeding pending under the
insolvency and bankruptcy code, 2016
during the year along with their status
as at the end of the financial year

During the year under review, neither any application
was made nor does any proceeding stand pending
under the Insolvency and Bankruptcy Code, 2016, as on
March 31, 2025.

39. Details of adequacy of internal financial
controls with reference to the financial
statements

The Company maintains adequate internal control
systems, policies and procedures for ensuring orderly
and efficient conduct of the business. The Company''s
internal control systems are commensurate with the
nature of its business and the size and complexity of
its operations. The designated system ensures that all
transactions are authorised, recorded and reported
correctly, timely preparation and reporting of reliable
financial statements, safeguarding of assets and
prevention and detection of fraud and errors.

The Audit Committee periodically reviews the internal
control system to ensure that it remains effective
and aligned with the business requirements of your
Company. In addition, the Company has appointed
Internal Auditor to regularly carry out review of the
internal control systems and procedures. Our internal
audit functions evaluate the adequacy and efficacy of
internal systems on a continuous basis to ensure that
business units comply with our policies, compliance
requirements, and internal guidelines. During the year
such controls and systems were tested and no material
weaknesses in the design and operation were observed.

40. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct and
Code to Regulate, Monitor and Report.

Trading in your Company''s shares by Designated Persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing
your Company''s shares and sharing Unpublished Price
Sensitive Information ("UPSI").

The PIT Code covers your Company''s obligation to
maintain a digital database, mechanism for prevention
of insider trading and handling of UPSI, and the process
to familiarize with the sensitivity of UPSI. Further, your
Company also has Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI).

During the year, the Board had reviewed and approved
the revised Code of Conduct and Code to Regulate,
Monitor and Report Trading by Designated Persons of
the Company to make it align with the recent changes /
amendments under the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations. The
same is also uploaded on the website of the Company at
www.vaibhavjewellers.com

41. Green Initiative

As a responsible corporate citizen, your Company
welcomes and supports the ''Green Initiative'' undertaken
by the Ministry of Corporate Af f a irs, Government of India,
enabling electronic delivery of documents including the
Annual Report notices and any other communication
to Members at their e-mail address registered with the
Depository Participants and Registrar and Share Transfer
Agents. Members who have not registered their e-mail
addresses so far are requested to register the same.

42. Acknowledgements

Your directors take this opportunity to place on record their
appreciation for the co-operation and support extended
by all stakeholders including Shareholders, employees,
customers, Bankers, vendors, Suppliers, investors, media,
communities and other Business Associates.

Your directors also wish to place on record their
deep sense of gratitude and appreciation for all the
employees at all levels for their hard work, cooperation
and dedication, commitment and their contribution
towards achieving the goals of the Company.

Your directors also thank the Government of India,
State Governments of Andhra Pradesh & Telangana,
Governments of various States in India and concerned
government departments/agencies for their co-operation.

By order of the Board of Directors
For Manoj Vaibhav Gems ''N'' Jewellers Limited

Sd/-

G.B.M. Ratna Kumari

Place: Visakhapatnam Chairperson & Managing Director

Date: August 11,2025 DIN: 00492520

Your Directors are pleased to present the 35^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year 2023-24. This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares of the Company on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all the public shareholders and look forward to your faith and support in times to come.

Financial summary/highlights:

The financial performance of your Company for the year ended March 31, 2024 is summarized below:

1. State of the company''s affairs

Your Company prepared its financial statements in accordance with applicable accounting principles in India, the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred as ''Act'') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and other accounting principles generally accepted in India to the extent applicable.

During the year under review, total revenue from retail jewellery sales has grown to H 21,496.73 million from H 20273.44 million in the previous year i.e. an

increase of 6.03% in retail operations. The Company consistently concentrating on retail sale of jewellery focusing on rural market by following Hyperlocal Model with an object to expand the business and maximize the profits. Thus, the total income of the Company stood at H 21610.93 Million as compared to H 20313.03 Million in the previous year 2022-23 and thus the Company registered a growth of 6.39% in the financial year 2023-24.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) for the financial year 2023-24 is H 1,502.23 Million and Profit before Tax (PBT) for the year under review was H 1086.70 million as compared

to EBITDA of H 1,430.55 Million and Profit before Tax (PBT) H 958.35 Million reported last year. Net Profit of the Company for the year under review is H 809.26 Million as compared to previous year Net Profit of H 715.96 Mill e of 13.03%.

The financial year 2023-24 has been an excellent year for your Company. During the year the Company successfully completed its IPO and listed its equity shares on the Stock Exchanges. During the financial year 2023-24, your Company opened 2 showrooms as per the objects mentioned in the prospectus which will boost up the turnover of the company in the financial year 2024-25. The total count of showrooms as on March 31, 2024 is 15 (Including 2 franchise showrooms). In order to compete in the changing market conditions, Company has more focused on variety of designs to meet the customer preferences. Company has also introduced new features in its online shopping platform with a focus of business expansion and objective of achieving higher growth and profitability. Various strategic initiatives such as optimization of cost focused sales strategy, design specific products and regular performance improvement initiatives contributed to an impressive performance by your Company both in terms of revenue and profitability.

2. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

3. Initial public offering

The Financial Year turned out to be one of the important milestones in the corporate history of your Company. During the year your Company filed Red-Herring prospects to SEBI and Registrar of Companies on September 12, 2023 and final prospectus with SEBI on September 27, 2023 with ROC. Your Company filed and completed all the necessary documentation with the stock exchanges and SEBI and got trading approval from Stock Exchanges on September 29, 2023 and with all the approvals in place the Company opened the issue on September 22, 2023 and closed on September 26, 2023 (for anchor investors, the Offer opened and closed on September 21, 2023). The equity shares of your Company were listed on Stock Exchanges on October 3, 2023. Your Company completed the IPO of 97,67,441 Equity Shares of '' 10/- each aggregating to H 2100.00 million by the Company ("Fresh Issue") and an offer for sale of 2,800,000 Equity Shares of H 10/-each

During the year under review your Company has completed an Initial Public Offer (''IPO'') of its Equity Shares. The total size of the IPO was H 2702.00 million consisting of Fresh Issue of 97,67,441 Equity Shares of face value of '' 10/- each aggregating to '' 2100.00 million and an Offer for Sale of 2,800,000 Equity Shares of face value of H 10/- each aggregating to H 602.00 million by the Grandhi Bharata Mallika Ratna Kumari (HUF) i.e., the Promoter Selling Shareholder. The issue was opened on September 22, 2023 and

closed on September 26, 2023 (for anchor investors, the Offer opened and closed on September 21, 2023). The equity shares of the Company have been listed on BSE and the NSE on October 03, 2023.

Your Company has appointed Care Ratings Limited as the Monitoring Agency in terms of Regulation 41 of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and has obtained a monitoring report for every quarter and submitted the same with Stock Exchanges as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred as ''Listing Regulations''). The proceeds realized by the Company from the IPO are being utilized as per objects of the Issue disclosed in the Prospectus of the Company.

Proceeds from ipo

During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

9. Number of Meetings of the Board

During the year under review 8 (Eight) Board Meetings were held and the maximum time-gap between two consecutive meetings did not exceed 120 days as prescribed in the Act, and Listing Regulations and Secretarial Standards issued by ICSI. The details of the Board Meetings held and attendance of directors are provided in the Corporate Governance Report which forms part of Annual Report.

10. Details of directors or key managerial personnel who were appointed or have resigned during the year

The changes in the office of Director(s) / Key Managerial Personnel(s) of the Company are hereby given below:-

Resignation

During the year Mr. Satish Ramanujakoodam, Chief Executive Officer has tendered his resignation w.e.f. July 31, 2023 due to his personal reasons. The Board accepted his resignation and appreciated him for his contributions and guidance towards the growth of the Company.

Except above there are no changes in the in the office of Director(s) / Key Managerial Personnel(s) of the Company.

11. Committees Compositions & Meetings

As required under the Act and the Listing Regulations, your Company has constituted various Statutory Committees. Further, the Board has also formed IPO Committee to review the IPO matters and to give necessary approvals as may be required. As the IPO formalities have been completed the IPO Committee was dissolved on May 30, 2024. The following are the committees of the Board of Directors.

a. Audit Committee

Your Company has constituted the Audit Committee on August 02, 2022 in accordance with Section 177 of the Act and Listing Regulations.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

b. Nomination and Remuneration Committee

Your Company has constituted the Nomination and Remuneration Committee on August 02, 2022 in accordance with Section 178 of the Act and Listing Regulations.

c. Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee on August 02, 2022 in accordance with Section 178 of the Act and Listing Regulations.

d. Corporate Social Responsibility Committee

Your Company has reconstituted the Corporate Social Responsibility Committee on August 02, 2022 in accordance with Section 135 of the Act and Listing Regulations.

e. Risk Management Committee

Your Company has reconstituted the Risk Management Committee on September 04, 2023 in accordance with Regulation 21 of Listing Regulations.

*Ceased w.e.f. July 31, 2023 # Appointed as member w.e.f. September 04, 2023

The meetings, attendance of members, role and term s of referen ce of Aud it Comm ittee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee and other details are provided in the Corporate Governance Report which forms part of Annual Report.

12. Policy on director''s appointment and remuneration and other matters

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of Listing Regulations and pursuant to Section 178 of the Act.

The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of Director''s performance, recommend the remuneration package of the Executive and the Non-Executive Directors. The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the

Board and acts in terms of reference of the Board from time to time.

Pursuant to Section 178(3) of Companies Act 2013, and other applicable Provisions, the Company has in place a policy on appointment and remuneration of director, key managerial personnel and other employees and also criteria for determining qualifications, positive attributes, independence of director etc. duly approved by Board of Directors. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company which is also placed on the Company''s website. The link for accessing the policy is as given below. also uploaded on the website of your Company and can be accessed at:-

https://www.vaibhavjewellers.com/pub/media/

Nomination%20and%20Remuneration%20Policy.pdf.

13. Annual evaluation of board performance and performance of its committees and individual directors:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Committees by fixing certain criteria duly approved by Nomination and Remuneration Committee and adopted by the Board.

A structured questionnaire, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, Board functioning and effectiveness, its obligations, Compliance of laws, rules and regulations and governance, etc. has been used for these purpose.

The Board evaluation includes performance evaluation of Board of Directors and Board Committees which covers broad areas such as composition of Board, Board culture and information, board functioning and effectiveness. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on the parameters such as their contributions towards the growth and development of the Company, industry knowledge and skills, contributions to development of strategy and risk management policy, independence of Judgment, effective planning and control, compliance of laws and regulations etc.

Further Independent Directors at their meeting held on February 12, 2024 evaluated the performance of Non-Independent Directors and Board as a whole. The Independent Directors also assessed the quality, frequency, and timeliness of flow of information between the Board and the management that is necessary for effective performance.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. The Process and criteria evaluation of Performance of Independent Directors is explained in Corporate Governance report which forms part of the Annual Report. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

Further, the Board ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

14. Familiarization/Orientation program for Independent Directors

The Company has adopted a familiarization programme for Independent Directors with an objective to familiarize Independent Directors with their roles and responsibilities, business operations, strategic and operating plans of the Company.

By way of an introduction/induction to the Company, presentations are also made to the newly appointed Independent Director on relevant information about Company. The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarization programme undertaken have been uploaded on the Company''s website and can be accessible at https://www.vaibhavjewellers.com/ investor-relations.

15. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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

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

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

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

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

16. Statement of declaration by Independent Directors

The Company has received the declaration from all the Independent Directors affirming that they fulfill the criteria of Independence as stipulated under Section 149(6) of Act and Regulation 16 (b) of Listing Regulations to qualify as Independent Director as per Section 149 of Act, and other applicable provisions. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to the provisions of Act and Listing Regulations the Independent Directors held their meeting on February 12, 2024 with the presence of all Independent Directors and without the presence of non-independent directors and members of the management, inter alia, to discuss the following:

- Review of the performance of non-independent directors and the Board;

- Review of the performance of the Chairperson of the Company;

- Assessment of the quality, quantity and timeliness of flow of information to the Board;

In the opinion of the Board, all the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

17. Extract of Annual Return

Pursuant to the provisions of Section 134(3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is m ad e available on the website of your Company. The link for the website is https://www.vaibhavjewellers.com/ investor-relations.

18. Corporate Governance

Pursuant to the provisions of Listing Regulations to the extent applicable, report on Corporate Governance for the financial year 2023-24 is enclosed as Annexure G.

19. Auditors

a. Statutory Auditors

The Members of the Company at their 32^nd Annual General Meeting held on 30^th November, 2021 appointed M/s. Sagar & Associates, Chartered Accountants, (Firm Registration Number: 003510S and Peer Review No 011975) as Statutory Auditors of the Company, to hold the office for a period of five years from the conclusion of 32^nd Annual General Meeting i.e. from the financial year 2021-22 till the conclusion of 37^th Annual General Meeting to be held in the financial year 2025-26.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, your Company has appointed M/s. P A Naidu, & Associates, (Firm Reg. No: 016254S), Chartered Accountants, Visakhapatnam as Internal Auditor of the company for the financial year 2023-24.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. P.S. Rao & Associates, Company Secretaries in Practice, Hyderabad as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report issued by the Secretarial Auditor for the financial year 2023-24 forms part of this report and is annexed as Annexure B.

d. Cost Auditors

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

20. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

The Statutory and secretarial auditors of your Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

21. Maintenance of cost records

The provisions under Section 148 (1) of Companies Act, 2013 and Rules made thereunder with relation to maintaining cost records are not applicable to your Company.

22. Details of policy developed and implemented by the company on its corporate social responsibility (CSR) initiatives

Your Company ensures that all CSR activities contributed to the overall growth of society in terms of social, economic, and environmental aspects, thereby creating a positive impact. In compliance with Section 135 of the Act, the Company has constituted a CSR Committee, formulated CSR policy and undertaken CSR activities, projects and programs as per the provisions of the Companies Act, 2013 and schedule VII and the rules made there under. The detailed policy is available in the website of the Company at https://www.vaibhavjewellers.com/ investor-relations. Annual Report on CSR Activities as required is enclosed herewith as Annexure A.

23. Particulars of contracts or arrangements with related parties

All related party transactions which were entered during the Financial Year 2023-24 were in the ordinary course of business and on an arm''s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained as per Listing Regulations for the transactions which are foreseeable and repetitive in nature.

Related party transactions entered during the financial year under review are disclosed in Note No. 43 to the Financial Statements of the Company for the financial year ended March 31, 2024.

The Company has not entered into any material contracts or arrangements or transactions with related parties. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the Listing Regulations. All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

The requisite details of the related party transactions are provided as Annexure E to this report in the form AOC-2 in compliance with section 188 of Act. Suitable disclosure as required by Ind AS-24 has been made in the notes to the Financial Statements.

All Related Party Transactions were placed before the Board/Audit Committee for approval wherever required. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

The Company has adopted policy on Related Party Transactions approved by the Board and can be accessed on the Company''s website at https://www.vaibhavjewellers.com/investor-relations

24. Management Discussion and Analysis Report

Management Discussion and Analysis Report as prescribed in Schedule V of Listing Regulations is enclosed as Annexure F.

25. Conservation of energy, technology absorption and foreign exchange earnings/outgo

The information required under Section 134(3) (m) of the Act, and Rule 8(3) of The Companies (Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

Your Company is committed to conserve the energy in a more efficient and effective manner. As part of energy conservation, the company has installed solar panels and has implemented various in-house Green energy saving initiatives.

Rajahmundry showroom - Solar Panels

Solar Panels have been installed in Rajahmundry showroom to save energy, resulting which your Company has saved 23,705 kvah, which amounts to '' 2,76,400 in the financial year 2023-24. Accordingly your company was able to reduce Carbon emission (CO2) to around 25 Tons in the financial year 2023-24.

V Square - Smart Building Management System and Others

Your Company has installed Smart Building Management System, Smart Energy Meters, Flow meters and Temperature Sensors, New energy efficient cooling system, Energy efficient Condenser Water Pumps, Energy efficient Chilled Water Pumps, Load based operation using VFD (Variable Frequency Drives), High Side Optimization, Mitigation of water quality issues, High Side Optimization, Installation of pH meter and TDS meter, Low Side Optimization, VFDs for AHUs and Energy Efficient Lighting and Ventilation, at its flagship showroom at Visakhapatnam i.e. V Square.

The above mentioned equipment enabled the Company to save energy of around 5,18,091 kvah, which amounts to '' 56,21,287 and reduced Carbon Emission (CO₂) upto 537 tons in the financial year 2023-24.

B. Technology Absorption

Your Company has not carried out any research and development activities during the year. The company uses indigenous developed software for its operations.

C. Foreign Exchange Earnings and Outgo:

i) Foreign Exchange earned in terms of actual inflows: '' 4.36 million

ii) Foreign Exchange Outgo in terms of actual outflows: '' 0.68 million

26. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report except mentioned below.

Following are the explanations given by the Board on comments by Secretarial Auditors in their Report:-

Comments of the Board on observations given by the Secretarial Auditor: Board of Directors of your company had commented that the Company has listed its equity shares with BSE and NSE through IPO on October 3, 2023. The provisions of NSE circular No. NSE/CML/25, circular No. NSE/CML/2022/51, circular No. NSE/ CML/2022/52 dated November 04, 2022, Circular No. NSE/CML/2023/09 dated January 25, 2023 and circular Ref No: NSE/CML/ 2023/21 dated March 16, 2023, BSE Notice No. 20230329-21 and circular No. 2023012533 dated January 25, 2023 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company wherein the Company has to submit Annual Secretarial Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence Submission of the SDD Compliance certificate on quarterly basis by the Company Secretary and Compliance Officer of the Company is not applicable to the Company as per the above circulars. Board of Directors further suggested that as per the instructions received from both BSE Limited and National Stock Exchange of India Limited (Stock Exchanges), it is advised to file the SDD Compliance Certificate. The Company has submitted SDD Certificate certified by practicing company secretary and Boards'' comments on February 23, 2024. Further, the BSE Limited, being the designated

stock exchange, had inspected the SDD Software on May 29, 2024 and satisfied the compliance of SDD software. Thereafter, both the stock exchanges removed the "SDD Non-compliant tag" against the Company on their respective websites. For further details please refer Secretarial Audit Report for the FY 2023-24 attached as Annexure - B.

27. Deposits

The Company has not accepted any public deposits under Section 73 & 76 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

28. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

The Company has complied with provisions of Section 186 of the Companies Act, 2013 with respect to loans, guarantees or investments made during the financial year 2023-24.

29. Details of significant and material orders passed by the regulators, courts and tribunals:

There are no significant and material orders passed by the regulators or Courts or Tribunals during the period impacting the going concern status and the company''s operations in future.

30. Subsidiaries, Associates and Joint Ventures during the year 2023-24

You r Company does not have any subsidiary, Joint ventu re or Associate Companies.

31. Vigil mechanism / whistle blower policy

Pursuant to Section 177(9) of the Act, read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014, and Listing Regulations Company established a Vigil Mechanism System and adopted a Whistle Blower Policy for directors and employees to enable them to report their concerns about unethical behavior, actual or suspected fraud, malpractices, or violation of the Company''s code of conduct without any fear. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. Mrs. Sai Keerthana Grandhi, Whole time Director & CFO is the Vigilance Officer to oversee the Vigil Mechanism System in the Company.

The details of the Policy are explained in the Corporate Governance Report and also posted on the website of your Company and the web link is https://www.vaibhavjewellers.com/investor-relations

32. Particulars of Employees and Remuneration

The number of employees as at March 31, 2024 was 1004. In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure C and forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure D and forms part of this Report.

33. Statement in respect of the sexual harassment at workplace (prevention, prohibition and redressal) Act, 2013:

Your Company strongly supports the rights of all its employees to work in an environment that is free from all forms of harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to enquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, there were no Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Compliance with secretarial standards

Your Company has complied with the applicable clauses of the Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

35. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the year under review, neither any application was made nor does any proceeding stand pending under the Insolvency and Bankruptcy Code, 2016, as on March 31, 2024.

36. Details of difference between the valuation done at the time of one time settlement and valuation done while taking loan from the banks or financial institutions along with reasons thereof

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review)

37. Statement concerning development and implementation of risk management policy of the company

The Company has in place a Risk Management Policy, aimed at a) embed the management of risk as an integral part of our business processes; b) establish an effective system of risk identification, analysis, evaluation and treatment within all areas and all levels of the Company; c) avoid exposure to significant financial loss; d) contribute to the achievement of the Company''s objectives; and e) assess the benefits and costs of implementation of available options and controls to manage risk.

I n accordance with the provisions of Listing Regulations the Board has formed a Risk Management Committee. Your Company has in place comprehensive risk management policy in order to maintain procedures and systems that enable us to effectively identify, monitor, control, and respond to these risks. Risk management policy is also available on the company website at https://www.vaibhavjewellers.com/pub/media/Risk%20 Management%20Policy.pdf.

38. Details of adequacy of internal financial controls with reference to the financial statements

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The designated system ensures that all transactions are authorised, recorded and reported correctly, timely

preparation and reporting of reliable financial statements, safeguarding of assets and prevention and detection of fraud and errors.

The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company. In addition, the Company has appointed Internal Auditor to regularly carry out review of the internal control systems and procedures. Our internal audit functions evaluate the adequacy and efficacy of internal systems on a continuous basis to ensure that business units comply with our policies, compliance requirements, and internal guidelines. During the year such controls and systems were tested and no material weaknesses in the design and operation were observed.

39. Green initiative

As a responsible corporate citizen, your Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report notices and any other communication to Members at their e-mail address registered with the Depository Participants and Registrar and Share Transfer Agents. Members who have not registered their e-mail addresses so far are requested to register the same.

40. Acknowledgements

Your directors take this opportunity to place on record their appreciation for the co-operation and support extended by all stakeholders including Shareholders, employees, customers, Bankers, vendors, Suppliers, investors, media, communities and other Business Associates.

Your directors also wish to place on record their deep sense of gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication, commitment and their contribution towards achieving the goals of the Company.

Your directors also thank the Government of India, State Governments of Andhra Pradesh & Telangana, Governments of various States in India and concerned government departments/agencies for their co-operation.

By order of the Board of Directors For Manoj Vaibhav Gems ''N'' Jewellers Limited

Sd/-

Bharata Mallika Ratna Kumari Grandhi

Place: Visakhapatnam Chairperson & Managing Director

Date: August 14, 2024 DIN: 00492520