డైరెక్టర్ల నివేదిక Radhika Jeweltech Ltd.

Mar 31, 2025

The Directors of your company take immense pleasure in presenting the 9th Annual Report
on the business and operations of your Company along with the Annual Report and Audited
Financial Statements for the Financial Year ended on 31st March, 2025.

FINANCIAL RESULTS

No.	Particulars	2024-25	2023-24
1	Sales and Other Operating Income	58,829.14	54,563.48
2	Less:Total Expenses	50,397.73	47,870,35
3	Profit before Exceptional & Extraordinary items	8,431.41	6693,13
4	Exceptional item	0	0
5	Profit before Tax (PBT)	8,431.41	61693,13
6	Less: Tax Expenses:
	1) Current Tax	2,426.28	1,744.98
	2) Deferred Tax	-6.68	-4.55
7	Other comprehensive income	-1.13	0.77
8	Profit After Tax (PAT)	6,010.68	4953.48

FINANCIAL PERFORMANCE:

The revenue from operations of the company for the year ended March 31, 2025 has been
increased from ?54,406.49 Lakhs to ? 58,778.71 Lakhs and the Net profit after tax has also
been increased from ? 4,953.48 Lakhs to ? 6,011.81 Lakhs during the year under report.

AMOUNT TRANSFERRED TO RESERVES:

Your directors do not propose transfer of any amount to the General Reserves. Full
amount of net profit is carried to reserve & Surplus account of the Company.

SHARE CAPITAL:

Authorized Capital:

There is no change in the Authorized and Paid up Share Capital of the Company during the
year under review. The authorized share capital of the company as on March 31, 2025 is
? 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore
Fifty Lacs Only) Equity Shares of ? 2.00 (Rupees Two Only).

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

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit Of employees.

As on the date of the report, the authorized share capital of the company is
? 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore
Fifty Lacs Only) Equity Shares of ? 2/-(Rupees Two Only).

Issued, Subscribed & Paid-Up Capital:

The present Issued, Subscribed and Paid-up Capital of the Company is ? 23,60,00,000/-
(Rupees Twenty Three Crore Sixty Lacs Only) divided in to 11,80,00,000 (Eleven Crore Eighty
Lacs) Equity Shares of ? 2.00 (Rupees Two Only).

The entire Paid-up Equity share Capital of the Company during the year is listed at National
Stock Exchange of India Limited and BSE Limited.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS
THE ACT ) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN
SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

There were no such instances during the year under review.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this report.

DIVIDEND:

No dividend has been recommended by the board of directors for Financial Year 2024-25:
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

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

ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the Company''s website- www.radhikajeweltech.com.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of chapter
V of the Companies Act 2013, and rules framed there under.

DIRECTORS AND KMP:

Re-appointment/Appointment

As per the provisions of the Companies Act, 2013, Hareshbhai Mathurbhai Zinzuwadia,
Whole-time Director (DIN: 07505968) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends the
reappointment of Darshit Ashokbhai Zinzuwadia Whole-time Director of the company and
Rasiklal Prabhudas Bhanani (DIN: 09217522) Independent Directors of the Company whose
tenure as an Independent Directors will be expired on 25th June 2026 on recommendation
the Board of Directors in their meeting held on 29th March 2025 subject to approval of the

shareholders in the ensuing Annual General Meeting had been re-appointed for a further
period of five (5) years with effect from 26th June 2026.

On the recommendation of the Nomination and Remuneration Committee (''NRC''), CA
Pravinchandra Ratilal Dholakia (DIN: 00844014) and Nimit Jitendrabhai Pujara (DIN: 11021884)
who were appointed as an Additional - Independent Non-Executive Directors of the
Company with effect from March 29, 2025, in accordance with provisions of Sections 149,
150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the
time being in force), read with Schedule IV to the Act and Regulation 17(1A) and other
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, holds office upto the date of the ensuing AGM and being eligible, offer
their candidature for appointment as Independent Non-Executive Directors. And Further
On the recommendation of the Nomination and Remuneration Committee (''NRC'') Mohil
Ashokbhai Zinzuwadia (DIN: 11021936) Jenil Hareshbhai Zinzuwadia (DIN: 11021922) who were
appointed as an Additional Directors of the Company with effect from March 29, 2025 in
accordance with provisions of Sections 149, 152, and other applicable provisions, if any, of
the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014, Regulation 17 and other applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association
of the Company holds office upto the date of the ensuing AGM and being eligible, offer their
candidature for appointment as Directors.

Declaration by Independent Director

Independent Director have given necessary declaration under Section 149(7) of the
Companies Act, 2013 and as per the said declarations, they meet the criteria of
Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company
pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,

2014:

(a) Ashokkumar MathurdasZinzuwadia - Managing Director

(b) HareshbhaiMathurbhaiZinzuwadia - Whole Time Director

(c) Darshit AshokbhaiZinzuwadia - Whole Time Director

(b) Vipulkumar Dhirendralal Parmar- CFO

(c) Aditi PrafulbhaiGorasia - Company Secretary and Compliance officer
There was no change in the KMPs during the year under review.

COMMITTEES OF THE BOARD:

The Company has constituted various committees. Following committees has been
established as a part of the best corporate governance practices and are in compliance
with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (LODR)
Regulation, 2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

4) Corporate Social Responsibility Committee

A detailed note on the board and its committees is provided in the Corporate Governance
Report forming part of this Annual Report.

BOARD EVALUATION:

Pursuant to the section 134 (p) of Companies Act,2013 read with Rule 8 (4) of Companies
Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance valuation of its own
performance, the Directors individually, as well as the Board Committees.

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

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration
Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

In today''s economic environment, Risk management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures
in respect of the events that may pose risk for the business. Company''s risk management
is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk /
potential risk, if any to the Company and implement the necessary course of action(s)
which the Board deems fit in the best interest of the Company.

Further almost all the business operations are being carried out directly under the
supervision and control of the Managing Director leaving no scope of any fraud or
irregularities.

MEETINGS:

During the year under review Six Board Meetings were convened and held. And Four Audit
Committee meeting were convened and held. The details of which are given in the
Corporate Governance Report, which forms a part of this Annual Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act,
2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented
in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all assets
are safeguarded and protected against loss from unauthorized use or disposition and that
transaction are authorized, recorded and reported correctly. The Company has effective
system in place for achieving efficiency in operations, optimum and effective utilization of
resources, monitoring thereof and compliance with applicable laws.

AUDITORS:

(A) Statutory Auditors

M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W)
was appointed as Statutory Auditors of the Company for a period of 5 years pursuant to
Section 139 of the Companies Act, 2013 at Annual General Meeting held on 30/09/2023 to
hold office upto the conclusion of 12th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes on the Financial
Statements is enclosed to this Report. The Auditors'' Reports do not contain any

qualification, reservation, adverse remarks or disclaimer. The observations made in the
Auditors'' Report are self-explanatory and therefore do not call for any further
comments

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act
and Rules framed there under.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed Sandip
Naidyapara of S. V. Nadiyapara and Co., Practicing Company Secretary, Rajkot to conduct
Secretarial Audit for the financial year 2023-24. The Company provided all assistance and
facilities to the Secretarial Auditor forconducting their audit. The Secretarial Audit Report
for the financial year ended March 31, 2025 is annexed herewith marked as Annexure B to
this Report. The report does not contain any qualification, reservation and adverse
remarks.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not made any transactions, as stated in Section 186 of the Companies
Act, 2013 and hence the details are not applicable to the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance
and adhere to the corporate governance requirements set out by Companies Act, 2013.
The report on Corporate Governance as stipulated under Companies Act, 2013 forms part
of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm''s length
basis. The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arm''s length transactions under third proviso thereto is disclosed in Form
No. AOC -2 annexed as Annexure C with this report. Your Company''s Policy on related Party
Transactions, as adopted by the Board, can be accessed on the company''s website.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All Board of Directors and the designated
employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:

This is to inform that the Company has adopted a Code of Conduct for its employees
including the Directors. We confirm that the Company has in respect of the financial year
ended 31st March, 2025 received from the senior management team of the Company and
the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act,
2013 read with Companies (Meetings of Board and Its Powers) Rule, 2014 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a
Whistle Blower Policy to provide a mechanism to its directors, employees and other
stakeholders to raise concerns, violation of legal or regulatory requirements,
misrepresentation of any financial statement and to report actual or suspected fraud or
violation of the Code of Conduct of the Company.

DISCLOSURE UNDER WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ENVIRONMENT, HEALTH AND SAFETY:

The Company is conscious of the importance of environmentally clean & safe operations.
The Company''s policy requires conduct of operation in such a manner, so as to ensure
safety of all concerned, compliances environmental regulations and preservation of natural
resources.

INDUSTRIAL RELATIONS:

Relations with the Company''s employees continue to be cordial. The Company has a good
track record of harmonious relations with employees and all stake holders

PARTICULARS OF EMPLOYEES:

The information pertaining to Section 197(12) read with Rule 5(1) of the companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board.

In compliance with Section 135 of the Act, the Company has undertaken CSR activities,
projects and programs as provided in the CSR Policy of the Company. The brief outline of
the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure-E of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The company considers social responsibility as an integral part of its business activities and
endeavors to utilize allocable CSR budget for the benefit of society. The CSR initiatives
company are on the focus areas approved by the Board benefiting the community.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:

Part (A) & (B) pertaining to conservation of energy and technology absorption are not
applicable to your Company.

(C) Foreign exchange earnings and Outgo:

The company has neither earned nor outgo of foreign exchange.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments which has occurred between the end of
the financial year of the Company to which the financial statements relate and the date of
the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013,
it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2025 and of the
profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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.

ACKNOWLEDGEMENT:

The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, team spirit, cooperation and dedication during
the year.

Your directors place on record their sincere thanks to bankers, suppliers, business
associates, consultants, and various Government Authorities for their continued support
extended to your Company''s activities during the year under review. Your directors also
acknowledge gratefully the shareholders for their support and confidence reposed on the
Company.

Date: 06.06.2025 Sd/-

Place: Rajkot

For and on behalf of the Board of Directors
RADHIKA JEWELTECH LIMITED

Ashokkumar M. Zinzuwadia
Managing Director
(DIN No: 07505964)

---

Mar 31, 2024

The Directors of your company take immense pleasure in presenting the 8th Annual Report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year ended on 31st March, 2024.

FINANCIAL RESULTS

(f in Lakhs)

No.	Particulars	2023-24	2022-23
1	Sales and Other Operating Income	54,563.48	31,463.31
2	Less:Total Expenses	47,870,35	27,456.47
3	Profit before Exceptional & Extraordinary items	6693,13	4,006.84
4	Exceptional item	0	0
5	Profit before Tax (PBT)	61693,13	4,006.84
	Less: Tax Expenses:
6	1) Current Tax	1,744.98	1,042.53
	2) Deferred Tax	4.55	-4.78
7	Other comprehensive income	0.77	-3.13
8	Profit After Tax (PAT)	4953.48	2,965.97

FINANCIAL PERFORMANCE

The revenue from operations of the company for the year ended March 31, 2024 has been jumped from ¥31,272.85 Lakhs to ¥ 54,406.49 Lakhs and the Net profit after tax has also been jumped from ¥ 2,965.97 Lakhs to ¥ 4,953.48 Lakhs during the year under report.

AMOUNT TRANSFERRED TO RESERVES

Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

SHARE CAPITAL Authorized Capital:

There is no change in the Authorized and Paid up Share Capital of the Company during the year under review. The authorized share capital of the company as on March 31, 2024 is ¥

25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore Fifty Lacs Only) Equity Shares of ¥ 2.00 (Rupees Two Only).

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

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

^C) Issue of employee stock options

^D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

As on the date of the report, the authorized share capital of the company is ¥ 25,00,00,000/-(Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore Fifty Lacs Only) Equity Shares of ¥ 2/-(Rupees Two Only).

Issued, Subscribed & Paid-Up Capital:

The present Issued, Subscribed and Paid-up Capital of the Company is ¥ 23,60,00,000/-(Rupees Twenty Three Crore Sixty Lacs Only) divided in to 11,80,00,000 (Eleven Crore Eighty Lacs) Equity Shares of ¥ 2.00 (Rupees Two Only).

The entire Paid-up Equity share Capital of the Company during the year is listed at National Stock Exchange of India Limited and BSE Limited.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS ‘THE ACT’) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There were no such instances during the year under review.

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DIVIDEND

Proposed Final Dividend for the Financial Year 2023-24:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2023-24 at the rate of 10% (Ten per cent),

i.e., ¥ 0.20 paisa ( Twenty Paisa Only) per Equity Share of Face Value of ¥ 2/- (Rupees Two) each, subject to approval of the Shareholders at the ensuing Eighth Annual General Meeting (“8th AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, 23rd September, 2024 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend.

In order to reward the shareholders on an ongoing basis, your Company has formulated Dividend Distribution Policy, for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Policy is available on the website of the Company:

http://radhikajeweltech.com/Investors. The

dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

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

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company''s website- www. radhikajeweltech.com.

DEPOSITS

The Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act 2013, and rules framed there under.

DIRECTORS AND KMP

Re-appointment/Appointment

As per the provisions of the Companies Act, 2013, Darshit Ashokbhai Zinzuwadia, Whole-time Director (DIN:07505968) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the reappointment of Darshit Ashokbhai Zinzuwadia Whole-time Director of the company.

Declaration by Independent Director

Independent Director have given necessary declaration under Section 149(7) of the Companies Act, 2013 and as per the said declarations, they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements)Regulations, 2015.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A) Ashokkumar MathurdasZinzuwadia -Managing Director

B) HareshbhaiMathurbhaiZinzuwadia - Whole Time Director

C) Darshit AshokbhaiZinzuwadia - Whole Time Director

D) Vipulkumar Dhirendralal Parmar- CFO

E) Aditi PrafulbhaiGorasia - Company Secretary and Compliance officer

There was no change in the KMPs during the year under review.

COMMITTEES OF THE BOARD

The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulation, 2015:

1. Audit Committee

2. Shareholder and Investor Grievance Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

A detailed note on the board and its committeesis provided in the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION

Pursuant to the section 134 (p) of Companies Act,2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance valuation of its own performance, the Directors individually, as well as the Board Committees.

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

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY

In today''s economic environment, Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Company''s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk/ potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.

Further almost all the business operations are being carried out directly under the supervision and control of the Managing Director leaving no scope of any fraud or irregularities.

MEETINGS

During the year under review Seven Board Meetings were convened and held. And Four Audit Committee meeting were convened and held. The details of which are given in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring there of and compliance with applicable laws.

AUDITORS

(A) Statutory Auditors

M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W) was appointed as Statutory Auditors of the Company for a period of 5 years pursuant to Section 139 of the Companies Act, 2013 at Annual General Meeting held on 30/09/2023 to hold office upto the conclusion of 12th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes on the Financial Statements is enclosed to this Report. The Auditors'' Reports do not contain any qualification, reservation, adverse remarks or disclaimer. The observations made in the Auditors'' Report are self explanatory and therefore do not call for any further comments

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed Sandip Naidyapara of S. V. Nadiyapara and Co., Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure B to this Report.The report does not contain any qualification, reservation and adverse remarks.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not made any transactions, as stated in Section 186 of the Companies Act, 2013 and hence the details are not applicable to the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Companies Act, 2013. The report on Corporate Governance as stipulated under Companies Act, 2013 forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure C with this report. Your Company''s Policy on related Party Transactions, as adopted by the Board, can be accessed on the company''s website.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2024received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns, violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

DISCLOSURE UNDER WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received

regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean & safe operations. The Company''s policy requires conduct of operation in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

INDUSTRIAL RELATIONS

Relations with the Company''s employees continue to be cordial. The Company has a good track record of harmonious relations with employees and all stake holders

PARTICULARS OF EMPLOYEES

The information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed here with as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs as provided in the CSR Policy of the Company. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society. The CSR initiatives company are on the focus areas approved by the Board benefitting the community.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Part (A) & (B) pertaining to conservation of energy and technology absorption are not applicable to your Company.

(C) Foreign exchange earnings and Outgo:

The company has neither earned nor outgo of foreign exchange.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. However, during the year under review, the board of directors, at its meeting held on Thursday, March 23, 2023, Approved the sub-division/Split of 1 (One) Equity shares of face value of Rs. 10/-(Rupees Ten) each paid-up into 5 (Five) Equity Shares of Rs. 2/- (Rupees Two) each fully paid-up to eligible shareholders whose names are recorded on the list of beneficiaries maintained by depository as on Friday, May 26, 2023 (Record Date).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31,2024,the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, team spirit, cooperation and dedication during the year.

Your directors place on record their sincere thanks to bankers, suppliers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

By Order of the Board

For, RADHIKA JEWELTECH LIMITED _Sd/_

Ashokkumar M. Zinzuwadia

Date:30.08.2024 Managing Director

Place: Rajkot DIN: 07505964

---

Mar 31, 2023

The Directors of your company take immense pleasure in presenting the 7^thAnnual Report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

FINANCIAL RESULTS		(Amount in Lakhs)
No.	Particulars	2022-23	2021-22
1	Sales and Other Operating Income	31,463.31	23472.74
2	LessTotal Expenses	27,456.48	19835.37
3	Profit before Exceptional & Extraordinary items	4,006.84	3637.36
4	Exceptional item	0.00	0.00
5	Profit before Tax (PBT)	4,006.84	3637.36
6	Less: Tax Expenses:
	1) Current Tax	1,042.53	930.00
	2) Deferred Tax	(4.78)	1.33
7	Other comprehensive income	(3.13)	1.39
8	Profit After Tax (PAT)	2,965.96	2707.43

FINANCIAL PERFORMANCE:

The revenue from operations of the company for the year ended March 31, 2023 has been jumped from T23,278.14 Lakhs to T 31,272.85 Lakhs and the Net profit after tax has also been jumped from T 2,707.43 Lakhs to T 2,965.96 Lakhs during the year under report.

RESERVE:

No amount is appropriated from Profit & Loss Account and transferred to any reserve account.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DIVIDEND:

During the year under review, The Board of Directors, at their meeting, held on September 06, 2022, have declared and paid Interim Dividend for the financial year 2022-23 of T 1.00/- (at the rate of 10%) per equity share having face value of T 10/- each fully paid-up, absorbing a sum of T 236 Lakhs, to those shareholders whose names appear in the Register of Members and / or Depositories respectively, as at the close of working hours on Wednesday, September 15, 2022, being the Record Date fixed by the Company for this purpose.

In order to reward the shareholders on an ongoing basis, your Company has formulated Dividend Distribution Policy, for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Policy is available on the website of the Company: http://radhikajeweltech.com/Investors. The dividend payout in each year will be subject to the investment requirements of the annual operating plan for the year and any other strategic priorities identified by the Company.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

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

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration)

Rules, 2014, is available on the Company''s website- www. radhikajeweltech.com.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act 2013, and rules framed there under.

DIRECTORS AND KMP:Re-appointment/Appointment

As per the provisions of the Companies Act, 2013, Mr. Hareshbhai Mathurbhai Zinzuwadia, Whole-time Director (DIN:07505968) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the reappointment of Mr. Hareshbhai Mathurbhai Zinzuwadiaas Whole-time Director of the company

Declaration by Independent Director

Independent Director have given necessary declaration under Section 149(7) of the Companies Act, 2013 and as per the said declarations, they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ashokkumar Mathurdas Zinzuwadia - Managing Director

(b) Hareshbhai Mathurbhai Zinzuwadia - Whole Time Director

(c) Darshit Ashokbhai Zinzuwadia - Whole Time Director

(b) Vipulkumar Dhirendralal Parmar- CFO

(c) Aditi Prafulbhai Gorasia - Company Secretary and Compliance officer

There was no change in the KMPs during the year under review.

COMMITTEES OF THE BOARD:

The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulation, 2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

4) Corporate Social Responsibility Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION:

Pursuant to the section 134 (p) of Companies Act,2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance valuation of its own performance, the Directors individually, as well as the Board Committees.

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

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

In today''s economic environment, Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the

business. Company''s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.

Further almost all the business operations are being carried out directly under the supervision and control of the Managing Director leaving no scope of any fraud or irregularities.

MEETINGS:

During the year under review Ten Board Meetings were convened and held. And Six Audit Committee meeting were convened and held. The details of which are given in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is presented in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

AUDITORS:(A) Statutory Auditors

The company has appointed M/s. Panchal S K & Associates, Chartered Accountants, (TKC), (ICAI Firm Registration No. 145989W), as Statutory Auditors to fill the casual vacancy caused by resignation of M/s. Tarun Kandhari & Co LLP, Chartered Accountants, (TKC), (ICAI Firm Registration No. 006108C/N500042) to hold office from the conclusion ofthe till the conclusion of the ensuing Annual General Meeting.

Panchal S K & Associates has valid peer review certificate. Panchal S K & Associates is primarily engaged in providing audit and assurance services to the clients since 2017.

The company has received a consent and certificate from M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W) to the effect that if they are re-appointed then it would be in accordance with the provisions of Companies Act, 2013. Therefore, the Board of Directors, hereby proposes the re-appointment of M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W) as statutory auditor of the company to hold office from the conclusion of 7^th Annual General Meeting till the conclusion of 12^th Annual General Meeting at a remuneration as may be decided by board of directors in consultation with the said auditor.

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed Sandip Naidyapara of S. V. Nadiyapara and Co., Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2022-23. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as

Annexure B to this Report. The report does not contain any qualification, reservation and adverse remarks.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not made any transactions, as stated in Section 186 of the Companies Act, 2013 and hence the details are not applicable to the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Companies Act, 2013. The report on Corporate Governance as stipulated under Companies Act, 2013 forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure C with this report. Your Company''s Policy on related Party Transactions, as adopted by the Board, can be accessed on the company''s website.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading

in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31^st March, 2023 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns, violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

DISCLOSURE UNDER WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ENVIRONMENT, HEALTH AND SAFETY:

The Company is conscious of the importance of environmentally clean & safe operations. The Company''s policy requires conduct of operation in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

INDUSTRIAL RELATIONS:

Relations with the Company''s employees continue to be cordial. The Company has a good track record of harmonious relations with employees and all stake holders

PARTICULARS OF EMPLOYEES:

The information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs as provided in the CSR Policy of the Company. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society. The CSR initiatives company are on the focus areas approved by the Board benefitting the community.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Part (A) & (B) pertaining to conservation of energy and technology absorption are not applicable to your Company.(C) Foreign exchange earnings and Outgo:

The company has neither earned nor outgo of foreign exchange.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. However, during the year under review, the board of directors, at its meeting held on Thursday,

March 23, 2023, Approved the sub-division/Split of 1 (One) Equity shares of face value of '' 10/- (Rupees Ten) each paid-up into 5 (Five) Equity Shares of '' 2/- (Rupees Two) each fully paid-up to eligible shareholders whose names are recorded on the list of beneficiaries maintained by depository as on Friday, May 26, 2023 (Record Date).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31,2023,theapplicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ‘going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

ACKNOWLEDGEMENT:

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, team spirit, cooperation and dedication during the year.

Your directors place on record their sincere thanks to bankers, suppliers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

---

Mar 31, 2018

Dear Members,

The Directors of your company take immense pleasure in presenting the 2^nd report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year ended on 31^st March, 2018.

FINANCIAL RESULTS

No.	Particulars	2017-2018 (Amt. in Rs.)	2016-2017 (Amt. in Rs.)
1	Sales and Other Operating Income	2427264781.00	1616399403.35
2	Less: Total Expenses	2226813835.00	1511026068.93
3	Profit before Exceptional & Extraordinary items	200450946.00	105373334.42
4	Exceptional item	0	0
5	Profit before Tax (PBT)	200450946.00	105373334.42
	Less: Tax Expenses:
6	1) Current Tax	83980304.00	13000000.00
	2) Deferred Tax	(1042508.00)	(176075.00)
7	Profit After Tax (PAT)	117513150.00	92549409.42
8	Net Profit carried to Balance Sheet	117513150.00	92549409.42

FINANCIAL PERFORMANCE:

The revenue from operations of the company for the year ended March 31, 2018 has been jumped from Rs. 156.87 Crore to Rs.239.62 Crore and Net profit after tax has also been jumped from Rs.9.25 Crore to Rs.11.75 Crore during the year under report.

RESERVE:

No amount is appropriated from Profit & Loss Account and transferred to any reserve account.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

DIVIDEND:

With a view to conserve financial resources, The board of directors has not recommended any Dividend for the year ended on March 31, 2018.

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES:

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

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this report as “Annexure-A”

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act 2013, and rules framed there under.

DIRECTORS AND KMP:

- Re-appointment/ Appointment

As per the provisions of the Companies Act, 2013, Darshit Zinzuwadia Whole-time Director (DIN: 07506087) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the reappointment of Darshit Zinzuwadia as Whole-time Director of the company.

Declaration by Independent Director

Independent Director have given necessary declaration under Section 149(7) of the Companies Act, 2013 and as per the said declarations, they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

The Board of Directors of the Company at its meeting held on June 9, 2017 confirmed and approved the appointment of Pooja Sejpal as Company Secretary and Compliance officer in place of Anjali Raythaththa pursuant to the provisions of Section 203 of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulation, 2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

4) Corporate Social Responsibility Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION:

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

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

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

In today''s economic environment, Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Company''s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.

Further almost all the business operations are being carried out directly under the supervision and control of the Managing Director leaving no scope of any fraud or irregularities.

MEETINGS:

During the year under review Fifteen Board Meetings were convened and held. and Five Audit Committee meeting were convened and held. The details of which are given in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

AUDITORS:

(A) Statutory Auditors

Hersh S. Jani, Proprietor of M/s. H. S. Jani And Associates, Chartered Accountants, Ahmedabad (Firm Reg. No. 127515W) was appointed as Statutory Auditors of the Company for a period of 5 years pursuant to Section 139 of the Companies Act, 2013 at Annual General Meeting held on 29/09/2017, subject to ratification of the members at every Annual General Meeting. The Company has received a certificate from the said Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Board of Directors, therefore, recommends ratification of appointment of Hersh S. Jani, Proprietor of M/s. H. S. Jani And Associates, Chartered Accountants, Rajkot (Firm Reg. No. 127515W) for F.Y. 2018-19 as statutory auditors of the company.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed Sandip V. Naidyapara of S. V. Nadiyapara and Co., Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure B to this Report.

Statutory Auditors’ and Secretarial Auditors’ Observations in their Report and Directors’ explanation thereto :

As regards Statutory Auditors'' Report, the Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and hence do not require any further explanations.

And as regards Secretarial Auditors'' observation for non registration of charge in terms of provisions of Companies Act, 2013, the board of directors state that non filing of CHG 1 for registration of charge was inadvertently and there was no malafide intention for non registration of charges and further the same is not of a nature to prejudice the position of the charge holder, shareholders or creditors of the company. The company is in process of registration of charge in accordance with the provisions of the Act.

The Board of directors assures that Company will take every step to avoid any non compliance in future and would also try to maintain high level of accuracy for such compliance.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not made any transactions, as stated in Section 186 of the Companies Act, 2013 and hence the details are not applicable to the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Companies Act, 2013. The report on Corporate Governance as stipulated under Companies Act, 2013 forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure C with this report. Your Company''s Policy on related Party Transactions, as adopted by the Board, can be accessed on the company''s website.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2018 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board And Its Powers) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns, violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

DISCLOSURE UNDER WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ENVIRONMENT. HEALTH AND SAFETY:

The Company is conscious of the importance of environmentally clean & safe operations. The Company''s policy requires conduct of operation in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

INDUSTRIAL RELATIONS:

Relations with the Company''s employees continue to be cordial. The Company has a good track record of harmonious relations with employees and all stake holders

PARTICULARS OF EMPLOYEES:

The information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, to comply with the requirements of the Corporate Social Responsibility CSR) as per section 135 of the Companies Act, 2013, the Company has also spent towards Corporate Social Responsibility activities and contributed an amount of Rs.14,21,000/- to the Charitable trust which are for the purpose of accomplishment of its objects. The Company was required to spend an amount of Rs. 20,97,368/- being 2% of the average net profit of the immediately preceding financial year towards CSR activities as per the provisions of section 135 of the Act. The Company could not spend the amount Rs. 6,76,368/which is required to be spent as a part of Corporate Social Responsibility (CSR).

The company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society. The CSR initiatives company are on the focus areas approved by the Board benefitting the community. However, the company has just embarked on the journey of ascertained CSR programs. For this reason, during the year, the Company''s spend on the CSR activities has been less than the limits prescribed under Companies Act, 2013. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavor to spend the complete amount on CSR activities in accordance with the statutory requirements.

The Board of Directors assures that they would initiate all necessary actions for spending CSR amount as stipulated by the Companies Act, 2013 on qualifying activities.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Part (A) & (B) pertaining to conservation of energy and technology absorption are not applicable to your Company.

(C) Foreign exchange earnings and Outgo:

The company has neither earned nor outgo of foreign exchange.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ‘going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

ACKNOWLEDGEMENT:

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

Date: 30^th May. 2018 For and on behalf of the Board of Directors

Place: Rajkot. RADHIKA JEWELTECH LIMITED

Sd/-

ASHOKKUMAR M. ZINZUWADIA

Managing Director

(DIN No: 07505964)