Esprit Stones Ltd Directors Report

TO THE MEMBERS OF

ESPRIT STONES LIMITED,

Your Directors take pleasure in presenting the Eighth Annual Report on the business and operations of the company for the financial year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS

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

Particulars	Standalone (Amount in INR lakhs)
	FY. 2023-24	FY. 2022-23
Revenue from Operations	16,000.82	13,127.17
Other Income	521.95	229.77
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,338.54	1,394.01
Less: Depreciation and Amortisation expenses	(570.65)	(522.29)
Profit before Finance Costs, Exceptional items and Tax Expense	1,767.89	871.72
Less: Finance Costs	(377.38)	(368.06)
Profit before Exceptional items and Tax Expense	1,390.51	503.66
Add: Exceptional items	-	-
Profit Before Tax Expense	1,390.51	503.66
Less: Tax Expense (Current & Deferred)	(361.77)	(137.43)
Profit for the year	1,028.74	366.23
Balance of profit for earlier years	5,330.37	4,964.14
Less: Utilized for issue of bonus shares	(665.00)	-
Balance carried forward	5,694.11	5330.37

 

Particulars	Consolidated (Amount in INR lakhs)
	FY. 2023-24	FY. 2022-23
Revenue from Operations	27,289.02	17,441.09
Other Income	188.80	165.43
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	3,320.08	1,898.59
Less: Depreciation and Amortisation expenses	(913.29)	(733.11)
Profit before Finance Costs, Exceptional items and Tax Expense	2,406.79	1,165.48
Less: Finance Costs	(997.11)	(634.24)
Profit before Exceptional items and Tax Expense	1,409.68	5,31.24
Add: Exceptional items	-	-
Profit Before Tax Expense	1,409.68	531.24
Less: Tax Expense (Current & Deferred)	(377.95)	(175.52)
Profit for the year	1,031.73	355.72
Less: Minority interest	(15.96)	(12.40)
Profit for the year (attributable to owners of the company)	1,015.77	343.32
Balance of profit for earlier years	5,286.64	4,943.32
Less: Utilized for issue of bonus shares	(665.00)	-
Balance carried forward	5,637.41	5,286.64

2. STATE OF COMPANY AFFAIRS

The Company has earned a profit of Rs. 1,028.74 Lakhs as per standalone financials during the F.Y 2023-24 as compared to profit of Rs. 366.23 Lakhs in the previous year and a profit of Rs. 1,015.77 Lakhs as per consolidated financials during the F.Y 2023-24 as compared to profit of Rs. 343.22 Lakhs in the previous year.

3. DIVIDENDS

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31st March, 2024.

4. TRANSFER TO RESERVES

The Board of Directors didnt propose to transfer any sum to the General Reserve.

5. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is presented in a separate section forming part of the Annual Report.

6. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT

Since the closure of the Financial Year i.e. since March 31, 2024, the Company vide Prospectus dated July 31, 2024 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on August 02, 2024. Therefore, the Company now being a Listed Company the position of the Company is varied. During the period under review, there have been no material changes and commitments, 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 till the date of this report.

7. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and companys Operations in future

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 1 and is attached to this report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act 2013. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Companys Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security. Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company i.e. https://www.espritstones.com. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure 2.

11. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be placed on the website of the Company. It can be accessed at https://www.espritstones.com

12. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (2 Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 16.15.00. 000/- (Rupees Sixteen Crores and Fiftteen Lakhs Only) consisting of 1,61,50,000 (One Crore Sixty-One Lakhs and Fifty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Authorised Share Capital of the Company increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (2 Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each during the FY 2023-24.

Further, during the period under review, the paid-up Share Capital of the Company increased from Rs. 9.50.00. 000/- (Rupees Nine Crores Fifty Lakhs Only) consisting of 95,00,000 (Ninety-Five Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 16,15,00,000/- (Rupees Sixteen Crores Fifteen Lakhs Only) through Bonus Issue of Rs. 6,65,00,000/- (Rupees Six Crores Sixty-Five Lakhs Only) divided into 66,50,000 (Sixty-Lakhs Fifty Thousand only) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 7 (Seven) fully paid up equity shares of nominal value of Rs. 10/- (Rupees Ten) each as bonus shares for every 10(Ten) equity share held out of the Reserves or Securities Premium Account of the Company on December 29, 2023.

Post Financial year 2023-24, the Company through Initial Public Issue dated July 26-30, 2024 i.e. during the FY 2024-25, issued 57,95,200 (Fifty-Seven Lakh Ninety-Five Thousand and Two Hundred) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 77/- (Rupee Seventy-Seven Only) (Discount of 10% to the eligible employees of the Company) amounting to Rs. 50,35,42,400/- (Rupees Fifty Crores Thirty-Five Lakhs Forty-Two Thousand and Four Hundred Only), allotment was done on July 31, 2024, thereby increase in the paid up capital of the Company from Rs. 16,15,00,000/- (Rupees Sixteen Crores Fifteen Lakhs Thirty Thousand Six Hundred Only) divided into 1,61,50,000 (One Crore Sixty-One Lakhs and Fifty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 21,94,52,000 (Twenty-One Crores Ninety- Four Lakhs and Fifty-Two Thousand only) divided into 2,19,45,200 (Two Crore Ninteen-Lakh Forty Five Thousand and Two Hundred only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy") and were entered with the approval of Audit Committee, Board and Shareholders, if and as applicable. All related party transactions were entered into were on arms length basis and in ordinary course of business. There were some related party transactions which could be considered material. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is applicable to the Company for 2023-24 and hence does form part of this report as Annexure 3 and all related party transaction on arms length basis forms parts to notes to the Financial Statements.

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:

Name of the Person/Entity	% Holding in the Company	Amount in Lakhs)	Nature of Transaction
Pradeep kumar Lunawath	08.67%*	19.50	Salary Paid
Sunilkumar Lunawath	13.68%	19.50	Salary Paid
Nitin Gattani	28.11%	19.50	Salary Paid
Shubh Gattani	04.50%*	13.00	Salary Paid

*shareholding reduced below 10% during the year because of transfer of shares

15. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the period under review, the Company has complied Secretarial Standards-1(SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

16. AUDITORS AND AUDITORS REPORT

16.1 STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. A Bafna & Company (FRN No. 003660C), Chartered Accountants have been appointed as statutory auditors of the company at Fifth Annual General Meeting held on November 30, 2021 for a term of five consecutive years from the conclusion of Fifth Annual General Meeting till the conclusion of the 10th (Tenth) Annual General Meeting of the Company.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Audit Report for the financial year 2023-24 is attached herewith. The report does not contain any reservation, qualification or adverse remark. Information referred in the Auditor Report are self-explanatory and do not call for any further comments.

16.2 COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

16.3 SECRETARIAL AUDIT

Secretarial Audit is not applicable for financial year ended 31st March, 2024 as the Company does not fall into the criteria mentioned under Section 204 of Companies Act, 2013 and it was not a listed public company as on 31st March, 2024.

16.4 INTERNAL AUDITOR

Internal Auditor was not required to be appointed by the company during the year under review.

17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 4.

18. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.

In compliance with the requirements of Section 178 of the Companies Act, 2013 the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5. Remuneration to Non-Executive/ Independent Director.

Policy can be accessed at https://www.espritstones.com

19. ANNUAL EVALUATION OF BOARDS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to Section 134(3)(p) of the Companies Act, 2013, annual evaluation of boards performance, its committees and individual directors was not applicable for financial year ended 31st March, 2024 as the Company does not fall into the criteria mentioned under Section 134 and rules thereunder of Companies Act, 2013 and it was not a listed public company as on 31st March, 2024.

20. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2023-24

During the Financial Year 2023-24, the Company held Twenty Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 10/04/2023, 18/04/2023, 30/05/2023, 14/06/2023, 15/07/2023, 27/07/2023, 04/09/2023, 29/09/2023, 07/11/2023, 17/11/2023, 20/11/2023, 16/12/2023, 29/12/2023, 16/01/2024, 29/01/2024, 05/02/2024, 06/02/2024, 15/02/2024, 27/02/2024, and 15/03/2024.

The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

21. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended 31st March, 2024, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and 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 proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures in prescribed format AOC-1 is attached as "Annexure 5".

Details of Subsidiary/ JV/ Associate Company is given below:

Sr. No	Name of Company	Relation	Date of Incorporation
1.	Addwaya Chemicals Private Limited	Subsidiary	August 20, 2020
2.	Haique Stones Private Limited	Wholly Owned Subsidiary	August 19, 2021
3.	Haique Stones Inc, USA	Wholly Owned Subsidiary	August 06, 2021

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Independent directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the act read with rule 6 of the Companies (appointment & Qualification of directors) rules, 2014.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their domain areas and that they hold highest standards of integrity.

24. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of Business of the Company during the year under review. However, w.e.f. February 05, 2024 the Company is converted into a Public Limited Company vide a Special Resolution passed at an Extra Ordinary General Meeting dated December 29, 2023.

Further, the Company vide Prospectus dated July 31, 2024 issued its securities via Initial Public Offering and on August 02, 2024 the Companys Securities were listed on NSE Emerge Platform.

25. INSURANCE

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties as may be applicable.

26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

There has been changes in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change are as below:

Sr. No.	Name of the Director / Key Managerial Personnel	Designation	Date of Appointment/Date of Change in Designation/Date of Cessation	Reason
1	Mr. Sunilkumar Lunawath, DIN: 01105117	Managing Director	01.02.2024	Change in Designation
2	Mr Nitin Gattani DIN: 0173258	Joint Managing Director	01.02.2024	Change in Designation
3	Mr Sunil Gattani DIN: 02409338	Professional NonExecutive Director	05.02.2024	Change in Designation
4	Mr Mangi Lal Lunawath DIN:00281445	Director	16.12.2023	Cessation
5	Mr Prakash Manghani	Chief Financial Officer	05.02.2024	Appointment
6	Mrs Anjali Pandey	CS and Compliance Officer	05.02.2024	Appointment
7	Mr Narendra Sharma DIN: 01380061	Independent Director	06.02.2024	Appointment
8	Mrs Neelam Tater DIN: 07653773	Independent Director	06.02.2024	Appointment
9	Mr Sunil Gattani DIN: 02409338	Promoter NonExecutive Director	16.12.2023	Change in Designation

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Sunil Rameshwarlal Gattani (DIN: 02409338), Director of the Company will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

27. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

A. Audit Committee (Formed on 06/02/2024)

B. Nomination and Remuneration Committee (Formed on 06/02/2024)

C. Stakeholders Relationship Committee (Formed on 06/02/2024)

D. Corporate Social Responsibility Committee (Re-Constituted on 06/02/2024)

The terms of reference of Audit Committee and Nomination and Remuneration Committee are in compliance with applicable provisions, rules and regulations of Companies Act, 2013 as amended from time to time and Listing regulations of SEBI.

Committees Composition-

A. Audit Committee

• Narendra Sharma - Independent Director (Chairman), DIN: 01380061

• Neelam Tater - Independent Director (Member); DIN: 07653773 and

• Sunilkumar Lunawath - Managing Director (Member), DIN: 01105117

One audit committee meeting was held during the year. The dates on which the said meetings were held are as follows: 15.02.2024. The necessary quorum was present at the meetings.

B. Nomination and Remuneration Committee

• Neelam Tater - Independent Director (Chairperson), DIN: 07653773

• Narendra Sharma - Independent Director (Member); DIN: 01380061

• Sunil Rameshwarlal Gattani - Non-Executive Non-Independent Director (Member), DIN: 02409338 No Nomination and Remuneration Committee meetings were held during the year.

C. Stakeholders Relationship Committee

¦ Mr. Sunil Rameshwarlal Gattani - Non-Executive Director (Chairman), DIN: 02409338

¦ Mrs. Neelam Tater - Independent Director (Member); DIN: 07653773 and

¦ Mr. Pradeepkumar Lunawath - Executive Director (Member), DIN: 01105096

No Stakeholders Relationship Committee meetings were held during the year.

D. Corporate Social Responsibility Committee

¦ Nitin Gattani - Joint Managing Director (Chairman), DIN: 00173258

¦ Sunilkumar Lunwath - Managing Director (Member); DIN: 01105117 and

¦ Narendra Sharma - Independent Director (Member), DIN: 01380061.

Four Corporate Social Responsibility Committee meetings were held during the year. The dates on which the said meetings were held are as follows: 10.04.2023, 21.07.2023, 04.09.2023 ,15.03.2024. The necessary quorum was present at the meetings.

28. DEPOSITS

The company has not accepted any deposits from public and neither from directors during the year 2023-24.

29. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

30. DISCLOSURE UNDER SECTION 164 OF THE COMPANIES ACT, 2013

The Company has received disclosures in Form DIR - 8 from all the Directors of the Company and has noted that the none of the Director is disqualified under Section 164 of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.

These include those policies and procedures that

i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,

ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and

iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.

The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2024, and the Board believes that the controls are adequate.

The company was not required to appoint internal auditor during the financial year 2023-24 as it does not fall under the criteria prescribed under Section 138 of the Companies Act 2013 and rules thereunder.

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

The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177(9) & (10) of the Companies Act, 2013 and Rule 7 of Companies (Meetings of Board and its Powers) Rules,2014, the Board had approved a vigil mechanism (Whistle blowing Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the code of conduct of the Company. The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.espritstones.com

34. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements required pursuant to section 129(3) of the Companies Act, 2013 (read with rule 6 of the Companies (Accounts) Rule, 2014 as amended from time to time) have been prepared in accordance with the relevant accounting standards as per the Companies (Accounting Standard) Rules, 2006. The Audited Consolidated financial statements is provided along with the Standalone Financial Statements.

35. PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Companys website i.e. https://www.espritstones.com.

36. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

38. CORPORATE GOVERNANCE REPORT

The Company Being Listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of submission of Report on Corporate Governance is given in Annexure 6.

39. CFO CERTIFICATION:

Compliance Certificate as Required Under Regulation 17(8) Of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is Given in Annexure 7.

40. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company Being Listed on SME Platform of NSE, the provisions regulation 25(7) of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

41. REPORTING OF FRAUD, COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

42. CODE FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Company has laid down a code of conduct for the members of the board and senior management personnel of the Company. The code of conduct has been posted on the Companys website https://www.espritstones.com.

The code of conduct has been circulated to all the members of the Board and Senior Management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st March, 2024. A declaration to this effect signed by Mr. Sunil Kumar Lunawath, Managing Director, DIN: 01105117 and Mr. Nitin Gattani, Joint Managing Director, DIN: 00173258 of the Company is appended at the end of this report as Annexure 8.

43. GENERAL:

During the Financial year 2023-24 following transaction were reported: -

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) During the year the company has not Issue sweat equity shares, bonus shares or employees stock option plan except the discount of Rs. 5/- per share given on premium to certain employees during Initial Public offer post financial year under review.

c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) Disclosure of certain type of agreements binding listed entities: There were no agreements entered as such.

44. ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation for the co-operation extended by the bankers and the services rendered by the employees at all levels and their dedication.

By the Order of Board of Directors
For ESPRIT STONES LIMITED
Sd/-	Sd/-
Sunil Kumar Lunawath	Nitin Gattani
DIN:01105117	DIN: 00173258
Managing Director	Joint Managing Director
Add: L-3 / 53 Jay Shree Colony	Add: Shree Niketan,380-Ashok Nagar,
Near Dhulkot Chouraha, Udaipur,Rajasthan-313001	Udaipur, Rajasthan-313001
Date: 02-09-2024
Place: Udaipur