డైరెక్టర్ల నివేదిక Sagar Diamonds Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 09^th annual Report of the company together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULT AND PERFORMANCE:

(Rs. in Lakhs except EPS)

Particulars	31/03/2024	31/03/2023
Revenue from Operation	00	5,47,498.88
Other income	1,07,55	12,307.71
Profit Before Interest & Depreciation & Tax (EBITDA)	(7467.24)	2,945.86
(-)Finance Cost	4.31	230.73
(-) Depreciation	0.00	111.21
Net Profit before tax & Exceptional items	(7471.55)	2,603.92
( )Exceptional Items	0.00	0.00
Net Profit Before tax	(7471.55)	2,603.92
(-) Tax Expense	164.19	597.34
Net Profit for the year after tax	(7635.74)	2,006.58
Earnings per share (Basic & Diluted) (In Rs.)	(60.369)	15.87

BUSINESS OVERVIEW

Your Company is engaged in the business of manufacturing, sale and trading of diamond and Jewellery and operates in different geographical areas i.e. domestic sales and export sales.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSTTTON OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

DIVIDEND & RESERVES

In view of the planned business growth, the directors are unable to recommend dividend for the year under review, nor do they propose to carry any amount to reserves.

CHANGES IN ACCOUNTING POLICY

There is no change in accounting policy during the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has neither a Subsidiary Company nor a Joint Venture or Associate Company during the year

PUBLIC DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

BORROWINGS

During the year, the Company has not obtained any cash credit facilities.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2024 Rs. 1264.378 lakhs divided into 1,26,43,780 equity shares of Rs. 10 each. During the year under review the Company has not issued any shares with or without differential voting rights.

CHANGE IN REGISTERED OFFICE OR NATURE OF BUSINESS

There was no change in the Registered Office or nature of business of the Company during the year under review.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURT TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of Companies Act, 2013 forms the part of the Notes to the financial statements provided in this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSON DIRECTORS:

Your Board comprises of 5 Directors including 3 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the Financial Year 2023-2024 your Board met 7 (Seven) times.

Name of KMP	Designation	Date of Appointment in current Designation
Mr. Vaibhav Dipak Shah	Managing Director and CFO	15/07/2015
Mr. Samir Pandharinath Gaonkar	Director	10/01/2023
Ms. Tanuja Durvesh Parab	Director	25/05/2023
Ms. Monica Mahesh Soni	Director	25/05/2023
Ms. Fatima Fakruddin Shaikh	Director	25/05/2023

MEETING OF BOARD OF DIRECTORS

During the year, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are as follow:

Sr. NO.	Date of Meeting	Board Strength as on date of Board Meeting	Directors Present as on date of Board Meeting
1.	25/05/2023	5	5
2.	08/07/2023	5	5
3.	16/08/2023	5	5
4.	03/09/2023	5	5
5.	08/09/2023	5	5
6.	24/12/2023	5	5
7.	28/02/2024	5	5

KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by Board of Directors during the year 2023-2024, pursuant to section 203 of Companies Act 2013 and rules made thereon:

1. Mr. Vaibhav Dipak Shah - Managing Director and Chief Financial Officer from 01.01.2024

2. Mr. Nilesh Bhupendra Karmavat- Chief Financial Officer upto 31.12.2023

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIES ACT, 2013

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to requirements under section 134(5) of the Companies Act, 2013 the Board, to the best of its knowledge and belief, confirms that:

• The applicable accounting standards have been followed in preparation of annual accounts for the financial year ended 31st March, 2024 and proper explanations have been furnished relating to material departures;

• Accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for the year under review;

• Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts for the financial year ended 31st March, 2024 have been prepared on a going concern basis;

• Internal financial controls are in place and that such financial controls are operating effectively;

• Adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during FY 2023-2024.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

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

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the view of nonexecutive director.

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

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

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

BOARD COMMITTES

During the period under review, the Board of Directors has following committees:

1. The Audit Committee

The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.

During the financial year 2023-24, the Audit Committee met 4 (Four) times on 25/05/2023, 03/09/2023 and 24/12/2023 and 28/02/2024. The necessary quorum was present for all the meetings.

Audit Committee has been reconstituted accordingly when required due to resignation of directors.

All the recommendations of the Audit Committee have been accepted by the Board of Directors. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 30^th September, 2024. The Minutes of all above stated meeting of the Audit Committee were noted at the Board Meeting.

Terms of reference and role of audit committee includes the matters specified under the companies act, 2013. Broad terms of reference includes; oversight of financial reporting process, review financial results and related information, approval to related party transactions, review internal financial controls, risk management, performance of statutory and internal auditors, audit process, relevant compliances, appointment and payments to auditors.

2. The Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) of the Company is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

During the Financial year 2023-24, 2 (Two) meetings of the Nomination and Remuneration Committee were held on 25/05/2023 and 03/09/2023.

The details of composition of the Committee and their attendance at the meetings during year are

Name	Designation	Category	No. of Meetings Attended
Ms. Monica Mahesh Soni	Chairman	Independent Director	2/2
Ms. Tanuja Durvesh Parab	Member	Independent Director	2/2
Ms. Fatima Fakruddinshaikh	Member	Independent Director	2/2

Nomination and Remuneration has been reconstituted accordingly when required due to resignation of directors.

The Chairman of the NRC was present at the Annual General Meeting of the Company held on 30 ^th September, 2023. The Minutes of Nomination and Remuneration Committee meeting were noted at the Board Meeting.

The terms of reference as laid by the board broadly include to recommend to the Board a remuneration policy relating to directors, key managerial personnel and other employees, formulation of the criteria for determining qualifications ,positive attributes and independence of a director, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity ,identify persons who are qualified to become directors and who be appointed in senior management in accordance with the criteria laid down and recommend to the board their appointment and removal.

(c) The Stakeholders Relationship Committee

The Stakeholders’ Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

The broad terms of reference of the Stakeholders’ Relationship Committee are as under:

1. Consider and resolve the grievances of share holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice /

annual reports, etc. and all other shareholder related matters.

2. Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

During the Financial Year 2023-2024, 2 (Two) meeting of the Stakeholders’ Relationship Committee were held on 25/05/2023 and 03/09/2023.

The details of composition of the Committee and their attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Ms. Monica Mahesh Soni	Chairman	Independent Director	2/2
Ms. Tanuja Durvesh Parab	Member	Independent Director	2/2
Ms. Fatima Fakruddinshaikh	Member	Independent Director	2/2

Stakeholders’ Relationship Committee has been reconstituted accordingly when required due to resignation of directors.

During the year, the Company has not received any complaints from the Shareholders of the Company. There were no outstanding complaints as on 31st March, 2024.

(d)Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company is constituted in accordance w the provisions of Section 135 of the Companies Act, 2013.

The terms of reference of the Committee, inter-alia, includes to formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013; to recommend the amount of expenditure to be incurred on CSR activities and to monitor the implementation of the projects, programs and activities undertaken by the Company there under from time to time.

During the Financial Year 2023-24, 2 (Two) meeting of the Corporate Social Responsibility Committee were held on 25/05/2022 and 03/09/2022.

The details of composition of the Committee and their attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Ms. Monica Mahesh Soni	Chairman	Independent Director	2/2
Ms. Tanuja Durvesh Parab	Member	Independent Director	2/2
Ms. Fatima Fakruddinshaikh	Member	Independent Director	2/2
Corporate Social Responsibility Committee has been reconstituted accordingly when required due to resignation of directors.

(e)Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on 25/05/2023, without the presence of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company Management and the Board in terms of Schedule IV of the Act. All the Independent Directors of the Company were present in the meeting.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

CEO AND CFO CERTIFICATION

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company has submitted a certificate for the year ended 31st March, 2024 to the Board of Director and attached as ANNEXURE-III

AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board has appointed M/s. Manish K Ramawati And Company & Co., Chartered Accountants for a term of 5 (five) consecutive years approval of members be taken at the said Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointment Ms. Manjula Poddar, a Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure - I.

INTERNAL AUDITOR

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 the Company has appointed M/s. N R Panchal & Co., to undertake the Internal Audit of the Company for the F.Y 2023-2024. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March, 2024.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The Auditor Report and secretarial auditors’ report does not contain any qualifications, reservations or adverse remarks. Reports of the auditors are given as an annexure which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the internal auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and same are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

CORPORATE GOVERNANCE

As per regulation 15 (2) of SEBI (Listing Obligation And Disclosure Requirement) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of (a) The listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year (b) The listed entity which has listed its specified securities on the SME Exchange.

The company falls within the ambit of aforesaid exemption (b), hence the compliance with the reporting of corporate governance is not applicable to the company. Therefore, Corporate Governance Report and Auditor''s Certificate on Corporate Governance is not provided.

Pursuant to Regulation 34(2)(e) of SEBI (Listing obligations and Disclosure Requirements) (LODR) Regulations, 2015, Management Discussion and Analysis Report forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to furnish Business Responsibility and Sustainability Report (BRSR). However, as the Company does not fall under the list of top 1000 companies’ basis market capitalization, the requirement of furnishing BRSR is not applicable upon the Company for the financial year 2023-2024.

POLICIES ADOPTED BY THE COMPANY:

1. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment and unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said policy is available at www.sagardiamonds.com.

2. NOMINATION & REMUNERATION POLICY

In accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Board of Director of the Company on recommendation of the Nomination & Remuneration Committee have adopted the criteria for determination of qualification, positive attributes and independence of Directors, Remuneration of Senior Management Personnel(including Key Management Personnel) and Remuneration of Other Employees. The above mentioned criteria and Policies are available at www.sagardiamonds.com.

3. CORPORATE SOCIAL RESPONSIBILITY

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provision relating to the same are not applicable to the company.

In order to incorporate the amendments notified through the Companies (Corporate Social Responsibility Policy) Amendment Rules, Corporate Social Responsibility is not applicable for 31.03.2024

4. RISK MANAGEMENT POLICY

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Sagar recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall Sagar strategy. This section provides an overview of the key strategic risks, Sagar’s risk and control framework, and its approach to risk management.

5. DISCLOSURE ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The company has adopted the policy on redressal of Sexual and Workplace Harassment as per the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 [‘’Sexual Harassment Act’’]. The Company believes that it is the responsibility of the organization to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

6. RELATED PARTY TRANSACTIONS POLICY

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. During the year under review, the Policy was amended in line with the changes in applicable laws.

OTHER DISCLOSURES

a. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at www.sagardiamonds.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party transactions entered during the year were placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on annual basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length basis. All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s length basis. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the same forms part of the Board’s report.

b. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company in the prescribed form is available on the website of the Company https:// www.sagardiamonds.com/annual -return/

c. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Board or Audit Committee, as required under Section 134(3)(ca) and 143(12) of the Companies Act,2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

d. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

e. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to the Board’s Report.

f. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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, as annexed herewith.

g. INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of any application made, or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable for the year under review

h. DIFFERENCE BETWEEN AMOUNT AND VALUATION

The requirement to disclose the details of any difference between the valuation done at the time of a one-time settlement and the valuation done while taking loan from banks or financial institutions, along with the reasons thereof, is not applicable for this year.

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

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign

exchanges earning and outgo, as prescribed under the provisions of Section 134(3)(m) of the Companies Act, 2013, are not applicable.

ACKNOWLEDGEMENTS

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the company viz. customers, members, vendors, banks and others business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution of the company.

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Mar 31, 2023

SAGAR DIAMONDS LIMITED

Your Directors have pleasure in presenting the 08^th annual Report of the company together with the
Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULT AND PERFORMANCE:

(Rs. in Lakhs except EPS)

Particulars	31/03/2023	31/03/2022
Revenue from Operation	5,47,498.88	6,25,743.47
Other income	12,307.71	23,301.51
Profit Before Interest & Depreciation & Tax (EBITDA)	2,945.86	3,659.27
(-)Finance Cost	230.73	87.16
(-) Depreciation	111.21	70.64
Net Profit before tax & Exceptional items	2,603.92	3,501.47
( )Exceptional Items	0.00	0.00
Net Profit Before tax	2,603.92	3,501.47
(-) Tax Expense	597.34	593.79
Net Profit for the year after tax	2,006.58	2,907.68
Earnings per share (Basic & Diluted) (In Rs.)	15.87	23.00

1. BUSINESS OVERVIEW

Your Company is engaged in the business of manufacturing, sale and trading of diamond and Jewellery
and operates in different geographical areas i.e. domestic sales and export sales.

2. STATE OF THE COMPANY''S AFFAIRS

Your company reported a turnover of Rs. 5,47,498.88 lakhs i.e., a 12.50% decrease over the previous
financial year. The Company delivered an EBITDA (before exceptional items) of Rs. 2,945.86 lakhs with a
decline of 19.50% (PY 3,659.27 lakhs ) and Profit before tax at Rs. 2,603.92 lakhs with a decrease of
25.63% (PY Rs. 3,501.47 lakhs). The Net Profit after Tax was recorded at Rs.2,006.58 lakhs against Rs.
2,907.68 lakhs in previous year. The EPS recorded at Rs.15.87 per share (PY Rs.23.00) a decline by 31%.

3. EXPORT

The Company has exported diamonds and Jewellery to Hong Kong. During the year under review, your
Company has recorded export of Rs.4,06,965.62 lakhs against export revenue recorded of Rs. 4,83,997.04
lakhs in the previous year.

4. DIVIDEND

With a view to conserve the resources for the company''s Business operations, your directors have
deemed it prudent to not to recommend any dividend for the year ended 31^st March, 2023.

5. TRANSFER TO RESERVE

During the year under review, no amount from profit was transferred to General Reserve.

6. SHARE CAPITAL

The Paid up equity share capital as on March 31, 2023 was Rs. 1264.378 lakhs divided into 1,26,43,780
equity shares of Rs. 10 each. During the year under review:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

b. The Company has not issued any shares (including sweat equity shares) to employees of the
Company or its subsidiary under any scheme.

c. There is no change in the Share Capital Structure of the Company during the year under review.

7. 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, will be
uploaded on the Company''s website and the same can be accessed at
https://www.sagardiamonds.com/investor-relations/reports.aspx

8. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

As on 31st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates
Company. Hence, statement containing salient features of the financial statements of the Company''s
subsidiaries/ Associate Companies and Joint Venture in Form AOC-1 is not applicable to your company.

9. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per regulation 15 (2) of SEBI (Listing Obligation And Disclosure Requirement) Regulations, 2015, the
compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20,
21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and
para C , D and E of Schedule V shall not apply, in respect of (a) The listed entity having paid up equity
share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores, as
on the last day of the previous financial year (b) The listed entity which has listed its specified securities
on the SME Exchange.

The company falls within the ambit of aforesaid exemption (b), hence the compliance with the reporting
of corporate governance is not applicable to the company. Therefore, Corporate Governance Report and
Auditor''s Certificate on Corporate Governance is not provided.

Pursuant to Regulation 34(2)(e) of SEBI (Listing obligations and Disclosure Requirements) (LODR)
Regulations, 2015, Management Discussion and Analysis Report forms an integral part of this Annual
Report.

10. DEPOSITS

During the year under review, the Company has not accepted deposit falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the
requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is
not applicable.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles
of Association, of Mr. Vaibhav Dipak Shah (DIN: 03302936) will retire by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself for re-appointment.

Mr. Samir Gaonkar (DIN: 03100710) was appointed as an Additional Director (Non-executive) w.e.f 10^th
January, 2023 by the Board of Directors of the Company pursuant to Section 161 of the Act and the
Articles of Association of the Company and he holds office only upto the date of ensuing Annual General
Meeting and the company has received a notice in writing under Section 160 of the Act from a Member
proposing her candidature for the office of a Director.

Ms. Tanuja Durvesh Parab (DIN: 10183217), Ms. Monica Mahesh Soni (DIN: 10183218), Ms. Fatima
Fakruddin Shaikh (DIN: 10183232) were appointed an Additional Independent Directors w.e.f 25^th May,
2023 by the Board of Directors of the Company pursuant to Section 161 of the Act and the Articles of
Association of the Company and they hold office only upto the date of ensuing Annual General Meeting
and the company has received notices in writing under Section 160 of the Act from Members proposing
them for the office of Independent Directors for a term of five years from the original date of
appointment i.e. 25^thMay, 2023 upto 24^th May, 2028, not liable to retire by rotation during their term.

The details of Director being recommended for appointment/reappointment as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying
Notice convening the ensuing Annual General Meeting of the company.

During period under review following changes has been occurred in the Board of Director:
Name of Director/KMP	Designation	Date of Appointment	Date of Resignation
Ms. Bandana Singh	Independent Director	14/06/2019	23/09/2022
Mr. Shrikrishna Baburam Pandey	Independent Director	14/06/2019	23/09/2022
Mr. Manendra Pratap Singh	Independent Director	14/06/2019	23/09/2022
Mr. Saurin Rasiklal Shah	Non Executive Director	11/12/2020	10/12/2022
Mr. Dhaval Dipak Shah	Additional Director-Non Executive	11/11/2022	11/01/2023
Mr. Praveen Kumar Rai	Additional Director- Independent	24/12/2022	28/02/2023
Mr. Vichitra Narayan Pathak	Additional Director - Independent	24/12/2022	28/02/2023
Ms. Shilpa Agarwal	Additional Director - Independent	24/12/2022	27/02/2023
Mr. Samir Gaonkar	Additional Director-Non Executive	10/01/2023	--

During the year following persons have been designated as Key Managerial Personnel of your Company
pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies
(Accounts) Rules, 2014 framed there under:

Name of KMP	Designation	Date of Appointment in current Designation	Date of Resignation
*Mr. Vaibhav Dipak Shah	Managing Director	08/07/2017	-
Mr. Vaibhav Dipak Shah	CFO	13/12/2018	10/01/2023
Mr. Chirag Lalit Dave	CFO	10/01/2023	03/09/2023
Ms. Pooja Jain	Company Secretary	01/08/2019	12/10/2022

* Mr. Vaibhav Shah has been re-appointed as Managing Director for period of five years w.e.f 08/07/2022 in the
06th AGM held on 30/09/2021 while his first date of appointment as Director from 15/07/2015.

12. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of the Company have given the declaration to the Company that they meet
the criteria of independence as provided in section 149(6) as well as under regulation 25 of (LODR)
Regulation, 2015. There has been no change in the circumstances which may affect their status as
Independent Director during the year.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate
Governance requirements as prescribed by the SEBI Regulations. The evaluation framework for assessing
the performance of Directors Comprises the following key areas:

a. Attendance of Board Meeting and Board Committee Meetings.

b. Quality of Contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and its performance.

d. Providing perspectives and feedback going beyond information provided by the management.

e. Commitment to shareholders and other stakeholder interests.

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, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members on the basis of the criteria such as the composition of Committees, effectiveness of
Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual
Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking into
account the views of Executive Directors and Non-Executive Directors. The same was discussed in the
Board Meeting that followed the meeting of the Independent Directors, at which the performance of the
Board, its Committees and Individual Directors was also discussed. Performance evaluation of
Independent Directors was done by the entire board, excluding the Independent Director being
evaluated.

14. MEETING OF BOARD OF DIRECTORS

During the year, 12 (Twelve) Board Meetings were held. The intervening gap between the Meetings did
not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details of which are as follow:

Sr. NO.	Date of Meeting		Board Strength as on date of Board Meeting		Directors Present as on date of Board Meeting
1.	24/05/2022		5		5
2.	25/05/2022		5		5
3.	08/07/2022		5		5
4.	08/08/2022		5		5
5.	16/08/2022		5		5
6.	03/09/2022		5		5
7.	15/09/2022		5		5
8.	11/11/2022		3		3
9.	14/11/2022		3		3
10.	24/12/2022		5		5
11.	10/01/2023		6		6
12.	28/02/2023		2		2
During F.Y 2022-23, Attendance of Directors at Boarc			Meetings are given below:
Name of Director		Designation		Board Meeting Attendance		Last AGM Attendance on 30/09/2022
Mr. Vaibhav Dipak Shah		Managing Director		12/12		Yes
Mr. Saurin Rasiklal Shah		Non executive Director		9/9		Yes
Mr. Manendra Pratap Singh		Independent Director		7/7		No
Mr. Shrikrishna Baburam Pandey		Independent Director		7/7		No
Ms. Bandana Singh		Independent Director		7/7		No

Mr. Dhaval Dipak Shah	Additional Director-Non Executive	4/4	NA
Mr. Praveen Kumar Rai	Additional Director- Independent	2/2	NA
Mr. Vichitra Narayan Pathak	Additional Director - Independent	2/2	NA
Ms. Shilpa Agarwal	Additional Director - Independent	2/2	NA
Mr. Samir Gaonkar	Additional Director-Non Executive	2/2	NA

15.DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD COMMITTEES

(a) Audit Committee:

The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of
the Companies Act, 2013.

During the financial year 2022-23, the Audit Committee met 4 (Four) times on 25/05/2022, 03/09/2022
and 14/11/2022 and 10/01/2023. The necessary quorum was present for all the meetings.

The details of composition of the Committee and their attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Mr. Saurin Rasiklal Shah	Chairman	Non-executive Director	3/3
Mr. Manendra Pratap Singh	Member	Independent Director	2/2
Ms. Bandana Singh	Member	Independent Director	2/2
Mr. Vaibhav Shah	Member	Managing Director	2/2
Mr. Dhaval Dipak Shah	Member	Non-executive Director	2/2
Mr. Samir Gaonkar	Member	Non-executive Director	1/1
Audit Committee has been reconstituted accordingly when required due to resignation of directors.

All the recommendations of the Audit Committee have been accepted by the Board of Directors. The
Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on
30^th September, 2022. The Minutes of all above stated meeting of the Audit Committee were noted at
the Board Meeting.

Terms of reference and role of audit committee includes the matters specified under the companies act,
2013. Broad terms of reference includes; oversight of financial reporting process, review financial results
and related information, approval to related party transactions, review internal financial controls, risk
management, performance of statutory and internal auditors, audit process, relevant compliances,
appointment and payments to auditors.

(b) Nomination And Remuneration Committee:

The Nomination and Remuneration Committee (NRC) of the Company is constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013.

During the Financial year 2022-23, 2 (Two) meetings of the Nomination and Remuneration Committee
were held on 25/05/2022 and 03/09/2022.

The details of composition of the Committee and their attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Mr. Saurin Rasiklal Shah	Chairman	Non-executive Director	2/2
Mr. Manendra Pratap Singh	Member	Independent Director	2/2
Ms. Bandana Singh	Member	Independent Director	2/2

Nomination and Remuneration has been reconstituted accordingly when required due to resignation of
directors.

The Chairman of the NRC was present at the Annual General Meeting of the Company held on 30^th
September, 2022. The Minutes of Nomination and Remuneration Committee meeting were noted at the
Board Meeting.

The terms of reference as laid by the board broadly include to recommend to the Board a remuneration
policy relating to directors, key managerial personnel and other employees, formulation of the criteria for
determining qualifications ,positive attributes and independence of a director, formulation of criteria for
evaluation of independent Directors and the Board, devising a policy on Board diversity ,identify persons
who are qualified to become directors and who be appointed in senior management in accordance with
the criteria laid down and recommend to the board their appointment and removal.

(c) Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee is constituted in accordance with the provisions of Section 178
of the Companies Act, 2013.

The broad terms of reference of the Stakeholders'' Relationship Committee are as under:

> Consider and resolve the grievances of share holders of the Company including redressal of investor
complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports,
etc. and all other shareholder related matters.

> Consider and approve issue of share certificates (including issue of renewed or duplicate share
certificates), transfer and transmission of securities, etc.

During the Financial Year 2022-23, 2 (Two) meeting of the Stakeholders'' Relationship Committee were
held on 25/05/2022 and 03/09/2022. Ms. Pooja Jain, Company Secretary was designated as Compliance
Officer of the Company till date of her resignation i.e. 12/10/2022.

The details of composition of the Committee and their attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Mr. Saurin Rasiklal Shah	Chairman	Non-executive Director	2/2
Mr. Manendra Pratap Singh	Member	Independent Director	2/2
Ms. Bandana Singh	Member	Independent Director	2/2

Stakeholders'' Relationship Committee has been reconstituted accordingly when required due to
resignation of directors.

During the year, the Company has not received any complaints from the Shareholders of the Company.
There were no outstanding complaints as on 31st March, 2023.

(d) Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with the
provisions of Section 135 of the Companies Act, 2013.

The terms of reference of the Committee, inter-alia, includes to formulate and recommend to the Board,
a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Companies Act, 2013; to recommend the amount of
expenditure to be incurred on CSR activities and to monitor the implementation of the projects, programs
and activities undertaken by the Company there under from time to time.

During the Financial Year 2022-23, 2 (Two) meeting of the Corporate Social Responsibility Committee
were held on 25/05/2022 and 03/09/2022.

The details of composition of the Committee and t		heir attendance at the meetings during year are
Name	Designation	Category	No. of Meetings Attended
Mr. Saurin Rasiklal Shah	Chairman	Non-executive Director	2/2
Ms. Bandana Singh	Member	Independent Director	2/2
Mr. Manendra Pratap Singh	Member	Independent Director	2/2

Corporate Social Responsibility Committee has been reconstituted accordingly when required due to
resignation of directors.

(e) Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held
on 25/05/2022, without the presence of Non-Independent Directors and members of the Management.
The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a
whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of
flow of information between the Company Management and the Board in terms of Schedule IV of the
Act. All the Independent Directors of the Company were present in the meeting.

16. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration including criteria
for determining qualifications, positive attributes and other matters provided under sub section (3) of
section 178 of the Companies Act 2013. The Company''s Remuneration Policy for Directors, Key
Managerial Personnel available on Company''s website www.sagardiamonds.com

The Nomination and Remuneration Committee has laid down the criteria for Directors Appointment and
Remuneration including criteria for determining qualification, positive attributes and Independence of
Director. The following attribute/criteria for selection have been laid by the board on the
recommendation of committee:

> The candidate should possess the positive attributes such as leadership, Entrepreneurship or such
other attributes which in the opinion of the committee are in the interest of the Company.

> The candidate should be free from any disqualification as provided under sections 164 and 167 of
Companies Act, 2013

> The candidate should meet the conditions of being independent as stipulated under the companies
act, 2013.

> The appointment or re- appointment of a Director is made pursuant to an established procedure
which includes assessment of managerial skills, professional behaviour, technical skills and other
requirements as may be required by the post.

> The Executive and Whole-time Directors of the Company are paid remuneration as per their terms
and conditions which are approved by the Board after taking into Consideration the
recommendations made by Nomination and Remuneration Committee.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle Blower Policy through which the Company encourages employees to
bring to the attention of Senior Management, any unethical behavior and improper practices and
wrongful conduct taking place in the Company. The brief details of such vigil mechanism is available on
website of the company i.e. www.sagardiamonds.com.

18. CODE OF CONDUCT:

The Board of Directors of the Company has formulated and adopted Code of Conduct for Board of
Directors and Senior Management Personnel. During the year, Board of Directors and Senior
Management Personnel has complied with general duties, rules, acts and regulations. In this regard
certificate from Managing Directors as required under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is annexed as
Annexure-1. Code of Conduct form Board of Directors and Senior Management Personnel is available on
the Company''s website www.sagardiamonds.com.

19. CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing Regulations, a declaration by CFO was placed before
the Board, certifying the accuracy of Financial Statements and the adequacy of internal controls
pertaining to Financial Reporting for the year ended 31st March, 2023 is annexed as Annexure-1.

20. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013, the Company has undertaken CSR activities,
projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII
to the Companies Act, 2013.The Company''s CSR Policy statement and annual report on the CSR activities
undertaken during the financial year ended 31^st March, 2023, in accordance with Section 135 of the Act
and Companies (Corporate Social Responsibility Policy)Rules, 2014 is annexed as Annexure-2.

In order to incorporate the amendments notified through the Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2021 dated 22nd January, 2021, the Board of Directors has amended the CSR
policy of the Company. Corporate Social Responsibility Policy is placed on the Company''s website
www.sagardiamonds.com.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act,
2013 that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating to
material departures; the annual accounts have been prepared in compliance with the provisions
of the Companies Act, 2013;

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 at the end of the financial year and of the profit of the Company
for 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 this 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; and

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;

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.

22. AUDITORS

(a) Statutory Auditors:

M/s. Thakkar & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 127202W) were
appointed as the Statutory Auditors of the Company at the 07^th Annual General Meeting of the Company
held on 30^th September, 2022 for a term of five consecutive years commencing from financial year 2022-
23 up to Financial Year 2026-27, from conclusion of the 07th Annual General Meeting of the Company till
the conclusion of the 12th Annual General Meeting of the Company. However, M/s. Thakkar & Co.,
Chartered Accountants have resigned with effect from 28/02/2023 from the office of Statutory Auditor of
the Company, resulting into a casual vacancy in the office of Statutory Auditor of the Company as
envisaged by section 139(8) of the Companies Act, 2013.

The Board recommended before Members of the company at General Meeting held on 25/08/2023, M/s.
AK Barman & Associates & Associates, Chartered Accountants (FRN: 316190E), as Statutory Auditors of
the Company to fill the casual vacancy caused by the resignation of Thakkar & Co. Chartered Accountants
(FRN No. 127202W), till the conclusion of the ensuing annual general meeting of the Company and to
conduct the Statutory Audit for Financial Year 2022-23.

The Board has recommended to the members at ensuing Annual General Meeting for the appointment of
M/s. Nitin Gami & Associates, Chartered Accountants (FRN: 332567E) as Statutory Auditor of the
Company to hold office for a period of 5 (five) consecutive years (Financial year 2023-24 to Financial Year
2027-28) commencing from the conclusion of this 08^th Annual General Meeting till the conclusion of 13^th
Annual General Meeting of the Company to be held in the year 2028. M/s. Nitin Gami & Associates,
Chartered Accountants (FRN: 332567E) has confirmed their eligibility to act as the Statutory Auditors of
the Company.

Explanation Or Comments On Qualifications, Reservations Or Adverse Remarks Or Disclaimers Made By
The Auditors:

M/s. AK Barman & Associates, Chartered Accountants (FRN No. 316190E) have completed the Statutory
Audit for period 2022-23 and submitted their Auditors Report for financial year 2022-23.

Members'' attention is invited to the observation made by the Auditors under "Qualified Opinion"
appearing in Auditors Reports. " We draw attention to note 25 of the Statement, regarding the
Management''s contention about the recoverability of the Trade Receivables mentioned therein. We
have not been able to substantiate the Management''s contention regarding the carrying value of Trade
Receivables aggregating to INR 7,56,123.47 lakh. Accordingly, we are unable to comment on the
appropriateness of the carrying value of such Trade Receivables and their consequential impact on the
financial results and the financial position of the Company as at and for the year ended March 31, 2023.

We also draw attention to show cause notice received by the Company from the Development
Commissioner, Surat Special Economic Zone, Sachin regarding non-compliance with regard to overdue
outstanding receivables, accordingly we are unable to comment on their consequential impact on the
financial position of the Company as at and for the year ended March 31, 2023.

"The Board is of the opinion that It is not going to majorly impact financial position of the company.
Considering nature of our industry, Post covid-19 situation and past experience, such delay / late recovery
from receivables have been in earlier years also. No major write off has been happened in past. In the
opinion of the Management, no allowance/ provision are required for above Trade receivables and these
receivables are considered good and fully recoverable."

During the year under review, the Auditors had not reported any matter under Section 143(12) of the
Companies Act, 2013, therefore no details is required to be disclosed under section 134(3)(ca) of the Act.

(b) Internal Auditors:

The Board of the Company has appointed M/s. N R Panchal & Co., Chartered Accountants as Internal
Auditors of the Company for financial year 2022-23 and for Financial Year 2023-24.

(c) Cost Auditors:

During Financial year 2021-22, Provisions related to Cost Auditor is not applicable to the Company.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the
Board of Directors appointed Ms. Manjula Poddar, Practising Company Secretary to conduct Secretarial
Audit for the Financial Year 2022-23. The Report of the Secretarial Auditors is annexed as Annexure-3 in
Form MR-3 to this Report.

Members'' attention is invited to the observation made by the Secretarial Auditors-

(i) The Company has not yet filed SDD Compliance Certificate of September and March 2023
Quarter ended and marked as SDD Non-Compliant by BSE.

(ii) Casual Vacancy of Statutory Auditor has not filled within time stipulated as per the Section
139(8)(i) of the Companies Act, 2013.

(iii) The Company has not filled the casual vacancy of Company Secretary within six months as
required under Sec. 203(4) of The Companies Act, 2013 and rules there under.

(iv) The Company has not filled the casual vacancy of Independent Non-Executive Independent
Directors within 3 months as per Schedule IV of Section 149(8). Hence Board and Committee
Composition were not properly constituted for the period of 6 months.

(v) The Company has received show cause notice from the SEZ Development Authority, Surat,
Special Economic Zone, Sachin regarding recovery of outstanding Trade Receivables.

The Board is of the opinion that;

a) In response to observations (i) the Company is in the process of purchasing the software for
maintenance of SDD. The Company will start maintaining the SDD from Q3 FY 23-24 in the SDD
software.

b) In response to observations (ii), (iii) and (iv), during year continuous change in Board due to
resignation & appointment of directors have made delay in decision of appointing statutory
auditor and proper board composition could not be made. The company is finding suitable
candidate for post of company secretary and will ensure to comply.

c) In response to observations (v) It is not going to majorly impact financial position of the company.
Considering nature of our industry, Post covid-19 situation and past experience, such delay / late
recovery from receivables have been in earlier years also. No major write off has been happened
in past. In the opinion of the Management, no allowance/ provision are required for above Trade
receivables and these receivables are considered good and fully recoverable."

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of
the notes to the financial statements provided in this Annual Report.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were on an Arm Length basis and in
the ordinary course of business. There were no material related party transactions made by the company
with related parties which may have potential conflict with the interest of the company at large. Details
of Related party transactions are provided in note 28 to financial statements and 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 Companies Act, 2013 is disclosed in Form AOC-2 as Annexure-4 to this report. Related
party transactions are placed before the audit committee and also before the board and for approval of
shareholders wherever necessary in compliance with the provisions of the Act, listing agreement and

policy of the company to related party transactions. The Company has not entered into Contracts /
arrangement / transactions with related parties which are not at arms'' length basis.

26. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The nature of business is manufacturing of Diamonds. Risk management is an ongoing process and
embedded in the operating framework of the Company. The Company has in place a mechanism to
identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by
the businesses and functions are systematically addressed through mitigating actions on a continuing
basis. Some of the risks faced by the Company are: a. Foreign Exchange Risk b. Growth Risk c. Stiff
Competition d. Regulatory Risk e. Financial Risk f. Labour Risk g. Raw material price Risk. At present, there
are no risks which in the opinion of the Board threaten the existence of the Company.

Your Company has not formed Risk Management Committee as it is not applicable under Regulation 21 of
the SEBI (LODR) Regulations, 2015.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

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

28. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The
Company''s internal control system is commensurate with its size, scale and complexities of its operations.
During the year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by
the Institute of Company Secretaries of India.

30. 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/KMP 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/KMP 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 Directors and the designated employees have
confirmed compliance with the Code. The same has been displayed at the company''s website at
www.sagardiamonds.com.

31. INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to
the extent required have been adequately insured.

32. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the SME platform of BSE Limited.
The Company has paid annual listing fees to the stock exchanges for the financial year 2023-24.

33. REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure -5 to the Director''s Report.

34. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 the particulars relating to conservation of energy, technology absorption and
foreign exchange earnings and outgo is annexed as Annexure- 6 to the Director''s Report.

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors
further state that during the year under review, No compliant was received from any employee during F.Y
2022-23 and hence no complaint is outstanding as on 31^st March, 2023 for redressal.

37. DETAILS OF SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are not any significant or material orders passed by the Regulators or
Courts or tribunals impacting the going concern status and your Company''s operations in future.

38. GENERAL

d. There was no revision in the financial statements.

e. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

f. There has been no change in the nature of business of the Company.

g. There is no proceeding initiated/ pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

h. There was no instance of onetime settlement with any Bank or Financial Institution.

39. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the financial institutions, Government Authorities,
customers, vendors, investors of the Company and the communities in which the Company operates, for
their co-operation and valuable support extended to the Company during the year.

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.

For and on behalf of the Board of Directors

For Sagar Diamonds Limited For Sagar Diamonds Limited

Sd/- Sd/-

(Vaibhav Dipak Shah) (Samir Gaonkar )

Managing Director Director

DIN NO. 03302936 DIN NO. 03100710

Date: 08^th September, 2023
Place: Surat