Manoj Vaibhav Gems N Jewellers Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

Financial summary/highlights:

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

Particulars	Current financial year 2024-25	Previous financial year 2023-24
Revenue from Operations	23,840.17	21,496.73
Other Income	134.25	114.20
Total Income	23,974.42	21,610.93
Profit before exceptional items, finance costs, depreciation and tax	1,645.41	1,502.23
Less: Depreciation and amortization expense	83.26	84.20
Profit before exceptional items, finance costs and tax	1,562.15	1,418.03
Less: Finance costs	399.76	445.53
Profit before exceptional items and tax	1,296.64	1,086.70
Add/ (Less): Exceptional Items	-	-
Profit before tax	1,296.64	1,086.70
Less: Tax Expense (Current & Deferred)
a. Current Tax	336.00	285.11
b. Deferred Tax	(5.08)	(7.66)
c. Short/(Excess) provision of earlier years	(38.49)	(0.01)
Profit for the year	1,004.21	809.26
Earnings per equity share
a. Basic	20.56	18.37
b. Diluted	20.56	18.37

1. State of the Company''s Affairs

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

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

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

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

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

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

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

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

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

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

4. Change in nature of business

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

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

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

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

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

7. Share Capital as at March 31 2025_:

Sr. No.	Particulars	(H In million)
1.	Authorised Share Capital 5,50,00,000 Equity Shares of '' 10/- each	550.00
2.	Equity Shares at the beginning of the year: Issued, Subscribed & Paid-up Share Capital: 4,88,47,441 equity shares of '' 10/- each	488.47
3.	Equity Shares at the end of the year: Issued, Subscribed & Paid-up capital: 4,88,47,441 equity shares '' 10/- each	488.47

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

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

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

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

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

8. Number of Meetings of the Board

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

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

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

10. Committees Composition & meetings

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

The following are the committees of the Board of Directors.

a. Audit Committee

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

Sl. No.	Name of the Members	Designation in Committee
1.	Mr. Adabala Seshagiri Rao Independent Director	Chairperson
2.	Mr. Ramesh Babu Nemani Independent Director	Member
3.	Mrs. Sridevi Dasari Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

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

b. Nomination and Remuneration Committee

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

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. Sridevi Dasari Independent Director	Chairperson
2.	Mr. Adabala Seshagiri Rao Independent Director	Member
3.	Mr. Ramesh Babu Nemani Independent Director	Member

c. Stakeholders Relationship Committee

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

Tr»r-lcirc I atinncn ir-i C''r-im m

Sl. No.	Name of the Members	Designation in Committee
1.	Mr. Ramesh Babu Nemani Independent Director	Chairperson
2.	Mrs. Sridevi Dasari Independent Director	Member
3.	Mr. Adabala Seshagiri Rao Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

d. Corporate Social Responsibility Committee

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

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

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. G.B.M. Ratna Kumari Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mrs. Sai Sindhuri Grandhi Executive Director	Member
4.	Mrs. Sridevi Dasari Independent Director	Member

e. Risk Management Committee

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

Sl. No.	Name of the Members	Designation in Committee
1.	Mrs. G.B.M. Ratna Kumari Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mr. Ramesh Babu Nemani Independent Director	Member
4.	Mr. Gontla Rakhal Chief Operating Officer	Member

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

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

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

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

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

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

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

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

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

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

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

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

13. Familiarization / Orientation program
for Independent Directors

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

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

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

14. Directors'' Responsibility Statement

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

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

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

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

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

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

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

15. Statement on declaration given by
Independent Directors

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

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

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

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

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

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

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

16. Extract of Annual Return

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

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

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

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

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

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

19. Maintenance of cost records

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

20. Auditors

a. Statutory Auditors

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

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

b. Internal Auditors.

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

c. Secretarial Auditors

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

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

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

d. Cost Auditors

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

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

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

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

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

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

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

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

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

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

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

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

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

(Accounts) Rules, 2014 are given hereunder:

A. Conservation of Energy

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

Rajamahendravaram showroom - Solar
Panels

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

V Square - Smart Building Management
System and Others

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

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

B. Technology Absorption

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

C. Foreign Exchange Earnings and Outgo:

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

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

23. Particulars of employees and
remuneration

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

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

24. Particulars of contracts or arrangements
with related parties

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

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

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

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

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

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

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

25. Deposits

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

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

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

27. Management Discussion and Analysis
Report

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

28. Dividend Distribution Policy

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

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

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

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

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

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

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

32. Corporate Governance

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

33. Vigil mechanism / whistle blower policy

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

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

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

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

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

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

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

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

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

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

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

37. Compliance with Secretarial Standards

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

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

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

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

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

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

40. Code for Prevention of Insider Trading

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

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

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

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

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

41. Green Initiative

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

42. Acknowledgements

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

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

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

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

Sd/-

G.B.M. Ratna Kumari

Place: Visakhapatnam Chairperson & Managing Director

Date: August 11,2025 DIN: 00492520

---

Mar 31, 2024

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

Financial summary/highlights:

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

Particulars	Current Financial year 2023-2024	Previous Financial year 2022-2023
Revenue from Operations	21,496.73	20,273.43
Other Income	114.20	39.60
Total Revenue	21,610.93	20,313.03
Profit before depreciation, finance costs, exceptional items and tax (EBIDTA)	1,502.23	1,430.55
Less: Depreciation and amortization expense	84.20	85.61
Profit before finance costs, exceptional items and tax	1,418.03	1,344.94
Less: Finance Costs	445.53	426.19
Profit before exceptional items and tax	1,086.70	958.35
Add/ (Less): Exceptional Items	-	-
Profit before tax	1,086.70	958.35
Less: Tax Expense
a. Current tax	285.11	250.38
b. Deferred tax	(7.66)	(8.04)
c. Short/(Excess) provision of earlier years	(0.01)	0.04
Profit for the year	809.26	715.96
Earnings per equity share
a. Basic earnings per share of H 10 each	18.37	18.32
b. Diluted earnings per share of H 10 each	18.37	18.32

1. State of the company''s affairs

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

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

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

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

by the Promoter Selling Shareholder aggregating to H 602.00 million ("Offered Shares") at an offer price of H 215 per equity share. The issue was subscribed fully and the company has allotted 97,67,441 equity shares to the successful applicants.

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

During the year under review, no amount was transferred to any reserves of the Company. With a view to conserve the resources of the Company, the Board of Directors of the Company have not recommended any dividend for the financial year 2023-24.

5. Change in Nature of Business

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

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

Your Board of directors does not recommend any interim or final dividend for the financial year 2023-24 due to conservation of profits by the company.

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

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

8. Share Capital

Sr. No.	Particulars	Amount
1.	Authorised capital 5,50,00,000 Equity Shares of '' 10/- each	550.00
2.	Issued, Subscribed & Paid-up capital: Equity Shares at the beginning of the year - 3,90,80,000 of '' 10/- each	390.80
	Add: Allotment (Public Issue) equity of 97,67,441 equity shares of '' 10/- each during the year	97.67
	Total Issued, Subscribed & Paid-up capital: 4,88,47,441 equity shares of C10/- each	488.47

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

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

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

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

3. Initial public offering

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

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

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

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

Proceeds from ipo

Particulars	Amount
Total subscriptions towards IPO	2100.00
Estimated offer expenses as per prospectus in relation to fresh issue	206.60
Net Proceeds of IPO available for utilisation	1893.40

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

9. Number of Meetings of the Board

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

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

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

Resignation

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

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

11. Committees Compositions & Meetings

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

a. Audit Committee

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

Sl No.	Name of the Members	Designation in Committee
1.	Mr. Adabala Seshagiri Rao Independent Director	Chairperson
2.	Mr. Ramesh Babu Nemani Independent Director	Member
3.	Mrs. Sridevi Dasari Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

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

b. Nomination and Remuneration Committee

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

Sl No. Name of the Members	Designation in Committee
1. Mrs. Sridevi Dasari Independent Director	Chairperson
2. Mr. Adabala Seshagiri Rao Independent Director	Member
3. Mr. Ramesh Babu Nemani Independent Director	Member

c. Stakeholders Relationship Committee

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

Sl No.	Name of the Members	Designation in Committee
1.	Mr. Ramesh Babu Nemani Independent Director	Chairperson
2.	Mrs. Sridevi Dasari Independent Director	Member
3.	Mr. Adabala Seshagiri Rao Independent Director	Member
4.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member

d. Corporate Social Responsibility Committee

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

Sl No.	Name of the Members	Designation in Committee
1.	Mrs. Bharata Mallika Ratna Kumari Grandhi Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mrs. Sai Sindhuri Grandhi Executive Director	Member
4.	Mrs. Sridevi Dasari Independent Director	Member

e. Risk Management Committee

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

Sl No.	Name of the Members	Designation in Committee
1.	Mrs. Bharata Mallika Ratna Kumari Grandhi Chairperson & Managing Director	Chairperson
2.	Mrs. Sai Keerthana Grandhi Whole-Time Director & CFO	Member
3.	Mr. Ramesh Babu Nemani Independent Director	Member
4.	Mr. Satish Ramanujakoodam*	Member
5.	Mr. Gontla Rakhal#	Member

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14. Familiarization/Orientation program for Independent Directors

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

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

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

15. Directors'' Responsibility Statement

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

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

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

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

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

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

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

16. Statement of declaration by Independent Directors

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

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

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

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

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

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

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

17. Extract of Annual Return

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

18. Corporate Governance

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

19. Auditors

a. Statutory Auditors

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

b. Internal Auditors

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

c. Secretarial Auditors

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

d. Cost Auditors

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

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

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

21. Maintenance of cost records

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

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

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

23. Particulars of contracts or arrangements with related parties

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

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

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

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

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

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

24. Management Discussion and Analysis Report

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

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

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

A. Conservation of Energy

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

Rajahmundry showroom - Solar Panels

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

V Square - Smart Building Management System and Others

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

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

B. Technology Absorption

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

C. Foreign Exchange Earnings and Outgo:

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

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

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

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

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

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

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

27. Deposits

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

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

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

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

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

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

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

31. Vigil mechanism / whistle blower policy

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

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

32. Particulars of Employees and Remuneration

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

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

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

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

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

34. Compliance with secretarial standards

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

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

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

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

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

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

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

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

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

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

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

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

39. Green initiative

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

40. Acknowledgements

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

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

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

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

Sd/-

Bharata Mallika Ratna Kumari Grandhi

Place: Visakhapatnam Chairperson & Managing Director

Date: August 14, 2024 DIN: 00492520