Mini Diamonds (India) Ltd Directors Report

To,

The Members

Mini Diamonds (India) Limited.

Your Directors hereby present the 38^th (Thirty Eighth) Annual Report on the Business and Operations of the company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

KEY FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 ("the Act") as well as the relevant applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and subsequent amendments thereto.

Financial highlights of the Company for the financial year ended March 31, 2025 is summarized below:

( in Lakhs)

	Standalone		Consolidated
Particulars	For the financial year ended on	For the financial year ended on	For the financial year ended on
	March 31, 2025	March 31, 2024	March 31, 2025
Revenue from operations	40,557.47	24,557.79	40,566.68
Other Income	35.38	10.96	35.38
Total Income	40,592.85	24,568.75	40,602.06
Expenses	40,043.82	24,355.97	40,066.92
Net Profit before Exceptional	549.03	212.77	535.14
items & Taxes
Less: Exceptional items	-	-	-
Net Profit for the year before	549.03	212.77	535.14
Taxes
Less: Provision for Taxes
Current Tax	178.65	-	178.65
Deferred Tax Assets	(36.87)	(1.92)	(36.93)
(Excess)/ Short Provision for	63.50	-	63.50
tax of earlier years
Profit for the year	343.75	214.69	329.92

REVIEW OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company has reported a total income of 40,592.85 Lakhs as against

24,568.75 Lakhs in the previous financial. The total income has increased by 16,024.1 Lakhs as compared to the previous financial year. The Profit before tax was 549.03 Lakhs as against Profit before tax of 212.77 Lakhs in the previous financial year. The Profit after tax was 343.75 Lakhs as against Profit after tax 214.69 Lakhs in the previous financial year. The net profit of the Company has incased by 129.06 Lakhs as compared to the previous financial year.

The Consolidated financial statements comprise of financials of the Company and its subsidiary company viz., Namra Jewels Private Limited. The other subsidiary viz., Pyramid Gold Assaying & Hallmarking Centre Private Limited is yet to commence its business operations during the financial year under review. The consolidated total income for the financial year 2024-25 is 40,566.68 Lakhs and the Profit after tax is 329.92 Lakhs.

The Company operates in a single segment viz. Manufacturing, Trading & Exporting of Cut & Polished Diamonds/ Studded Jewelry. An analysis of performance for the financial year including the major developments, if any, has been included in the Management Discussion & Analysis Report, which forms part of the Annual Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review and the Company continues to operates in a single segment.

DIVIDEND:

In order to preserve the resources and for undertaking future expansion plan, your directors has not recommended any dividend for the financial year 2024- 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the financial year under review.

TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to the general reserves.

SHARE CAPITAL: Authorised Share Capital:

The Authorised Share Capital of the Company during the financial year under review was 24,00,00,000/- (Rupees Twenty-Four Crore) consisting of 2,40,00,000 (Two Crore Forty Lakhs) equity shares of face value of 10/- (Rupees Ten) each.

After the closure of financial year and as on the date of signing of this report, the Authorised Share Capital of the Company has increased from 24,00,00,000/- (Indian Rupees Twenty-Four Crore) consisting of 2,40,00,000 (Two Crore Forty Lakhs) equity shares of face value of 10/- (Rupees Ten) each to 30,00,00,000/- (Rupees Thirty Crore) consisting of 3,00,00,000 (Three Crore) Equity Shares of 10/- (Rupees Ten) each pursuant to the approval of the members of the Company in its Extra-Ordinary General Meeting ("EGM") held on May 13, 2025.

Paid up Share Capital:

The paid-up share capital of the Company at the beginning of the financial year was 3,56,91,160 (Rupees Three Crores Fifty Six Lakhs Ninety One Thousand One Hundred and Sixty) consisting of 35,69,116 (Thirty Five Lakhs Sixty Nine Thousand One Hundred and Sixteen) Equity Shares of 10/- (Rupees Ten) each.

During the financial year under review, the Company has allotted 2,00,00,000 equity shares of face value of 10/- (Rupees Ten) each upon conversion of convertible equity warrants, as a result of this the paid up share capital of the Company was increased from 3,56,91,160 (Rupees Three Crores Fifty Six Lakhs Ninety One Thousand One Hundred to 23,56,91,160 (Rupees Twenty-Three Crore Fifty-Six Lakhs Ninety-One Thousand One Hundred and Sixty) comprising of 2,35,69,116 (Two Crore Thirty-Five Lakhs Sixty-Nine Thousand One Hundred and Sixteen) equity shares of face value of 10/- (Rupees Rupee Ten) each.

PREFERENTIAL ISSUE OF WARRANTS AND CONVERSION:

During the financial year under review:

The Board at its meeting held on April 22, 2024 has approved the allotment of 2,00,00,000 (Two Crores) convertible equity warrants on preferential basis, upon receipt of 25% of the issue price per warrant (i.e. 6.333/- per warrant) as upfront payment, to the Non-Promoter Persons/Entity at an issue price of 25.33/- (including a premium of 15.33/-) each payable in cash.

Each warrant, was convertible into 1 (one) fully paid-up equity share of the Company having face value of 10/- each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of 18.997/- per warrant ("Warrant Exercise Price") being 75% of the issue price per warrant from the allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

The Board at its meeting held on August 14, 2024, has allotted 2,00,00,000 (Two Crores) fully paid-up equity shares upon conversion of equal number of warrants issued on preferential basis.

The details of utilization of funds raised during the financial year 2024-25 against issue and conversion of warrants are given hereunder:

Particulars	Amount (in Rupees " ")
Funds raised through allotment of 2,00,00,000 fully convertible equity warrants	12,66,50,000
during financial year 2024-25
Funds raised through allotment of 2,00,00,000 fully paid-up equity shares against	37,99,50,000
conversion of equal number of warrants during financial year 2024-25
Total Fund raised during financial year 2024-25	50,66,00,000
Funds utilized as on March 31, 2025	50,66,00,000

Further, after the end of the financial year and before signing of this report:

the Board at its meeting held on April 15, 2025 has approved the issuance of up-to 60,00,000 (Sixty Lakhs) convertible equity warrants of face value of 10/- each at a price of 153/- (including a premium of 143/-) per equity warrant aggregating up-to maximum amount of 91,80,00,000/- by way of preferential issue to individuals/entities under public category.

the Members of the Company at their EGM held on May 13, 2025 has approved the aforesaid issuance of convertible equity warrants. Further, the Company shall allot the said warrants upon receipt of listing approval from BSE Limited and at-least 25% of the issue price per Convertible Equity Warrants (i.e.38.25/-).

the Company has filed listing application to BSE Limited for issuance of convertible equity warrants however, the said application is being rejected due to non-submission of required documents .

STATEMENT OF DEVIATIONS & VARIATIONS:

There is no deviation or variation in the use of proceeds from the preferential issue of 2,00,00,000 fully convertible equity warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated March 29, 2024.

ALTERATION IN MEMORANDUM OF ASSOCIATION:

After the closure of financial year and before the signing of this report, the Capital Clause of Memorandum of Association ("MOA) was altered where the authorised share capital of the Company was increased from 24,00,00,000/-(Indian Rupees Twenty-four Crore only) consisting of 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of 10/- (Indian Rupees Ten only) each to 30,00,00,000/-(Indian Rupees Thirty Crore only) consisting of 3,00,00,000 (Three Crore) Equity Shares of 10/- (Indian Rupees Ten only) each pursuant to the approval of the Members of the Company at their EGM held on May 13, 2025.

ALTERATION IN ARTICLES OF ASSOCIATION:

During the financial year under review, there was no alteration in the Articles of Association ("AOA") of the company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the financial year under review, the Company has incorporated 2 (two) India subsidiaries. The companies are as follows:

Name of the Company	Incorporation Date
Namra Jewels Private Limited (Wholly-Owned Subsidiary)	July 22, 2024
CIN: U32112MH2024PTC429207
Pyramid Gold Assaying & Hallmarking Centre Private Limited	August 06, 2024
CIN: U24205MH2024PTC430214

and other subsidiary viz., Pyramid Gold Assaying & Hallmarking Centre Private Limited is yet to commence its business operations, therefore the consolidated financial statement of the Company has been prepared considering the financial of Namra Jewels Private Limited.

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company has been prepared and forms part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Subsidiary Company(ies) is attached to the financial statements in Form AOC-1 and is annexed herewith as "Annexure I" and forms a part of this Report.

As on March 31, 2025, the Company has no material subsidiaries. Further, the Companys "Policy on Material Subsidiaries" can be accessed at: https://www.minidiamonds.net/uploads/investor-relations/policy-for-determining-material-subsidiaries-0AD11397-CBCE-4931-BD50-28E325F168E3.pdf.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at https:// www.minidiamonds.net/investors-types/annual-reports. Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at https://www.minidiamonds.net/investors-types/financial-statements-of-subsidiaries. Members interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary and Compliance Officer at compliance@minidiamonds.net.

Your Company does not have any Associate Company or Joint Venture. Further, no Company ceased to be Subsidiary or Associate or Joint Venture of the Company, during the financial year under review

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or invited any deposits from the public falling within the ambit of Section 73 & Section 76 of the Act read with Companies (Acceptance of Deposits), Rules, 2014. As on March 31, 2025 there were no deposits lying unpaid or unclaimed.

ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in e-Form MGT-7 for the financial year 2024-25 is available on the website of the Company and can be accessed at the following link: https://www.minidiamonds.net/investors-types/annual-return.

DIRECTORS & KEY MANAGERIAL PERSONNEL ("KMP"):

Your Company has an appropriate mix of directors on its Board. The composition of the Board of your Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Act. None of the Directors are disqualified as specified under Section 164 of the Act.

BOARD OF DIRECTORS:

As on March 31, 2025, the Board of Directors ("the Board") of the company comprises of 6 (six) Directors which are as follows:

Sr. No. Name of Director	Designation
1. Mr. Upendra Narottamdas Shah	Chairman & Managing Director
2. Mr. Ronish U Shah	Executive Director
3. Mr. Narayanbhai Pragjibhai Kevadia	Non-Executive Director
4. Mr. Chintan Mahesh Shah	Independent Director
5. Ms. Niharika Roongta	Independent Director
6. Mr. Ashutosh Chandraprakash Tiwari	Independent Director

Changes in the Board Composition:

During the financial year under review:

the Board in its meeting held on September 04, 2024 has approved the appointment of Mr. Ashutosh Chandraprakash Tiwari (DIN: 10743984) as Additional (Non- Executive) Independent Director of the Company for the first term of 5 (five) consecutive years commencing from September 04, 2024 to September 03, 2029 (both days inclusive).

the members of the Company in its meeting held on September 30, 2024, has approved the appointment of Mr. Ashutosh Chandraprakash Tiwari (DIN: 10743984) as Independent Director of the Company for the first term of 5 (five) consecutive years commencing from September 04, 2024 to September 03, 2029 (both days inclusive). Mr. Chintan Mahesh Shah (DIN: 08335669) was re-appointed by the members of the Company in its meeting held on September 30, 2024 as an Independent Director for a second term of 5 (five) consecutive years commencing from January 16, 2024 up-to January 15, 2029 (both days inclusive).

Mr. Dilip Jaswant Shah (DIN: 01114643) ceased to be a Director of the Company w.e.f. December 27, 2024 due to pre-occupation and other personal commitments.

Appointment and Re-Appointment of Directors:

The following Directors are proposed to be appointed/re-appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 38^th AGM forming part of this Annual Report:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Narayanbhai Pragjibhai Kevadia (DIN: 09539202), who retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Re-appointment of Ms. Niharika Roongta (DIN: 08858090) as an Independent Director for the second term of 5 (five) consecutive years:

Based on the performance of Ms. Niharika Roongta (DIN: 08858090) and taking into consideration extensive knowledge, vast experience and understanding of compliances, the Nomination and Remuneration Committee in their meeting held on September 02, 2025 recommended to the Board the re-appointment of Ms. Niharika Roongta (DIN: 08858090) for second term as Independent Director whose tenure will expire on September 03, 2025.

Consequently, the Board of Directors in its meeting held on September 02, 2025 has approved and recommended the Members to re-appoint Ms. Niharika Roongta (DIN: 08858090) as an Independent Director for the second term of 5 (five) consecutive years commencing from September 04, 2025 up-to September 03, 2030 (both days inclusive) at the ensuing AGM.

Re-appointment of Mr. Ronish U Shah (DIN:03643455) as an Executive Director:

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on September 02, 2025 has re-appointed Mr. Ronish U Shah (DIN:03643455) as an Executive Director of the Company for a period commencing from September 02, 2025 to September 01, 2028 (both days inclusive), liable to retire by rotation, subject to the approval of the members at the ensuing AGM. The Board has also approved ratification of previous appointment based on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the members at the ensuing AGM.

The terms and conditions including remuneration are given in the explanatory statement attached to the notice of AGM.

The Company has received the requisite Notices from a member in writing proposing their appointment as Directors. Brief profile of the Directors proposed to be appointed/re-appointed as stipulated under SEBI Listing Regulations and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") is given in the Notice of AGM forming part of this Annual Report.

Based on the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Act, and are also not debarred by SEBI or any other statutory authority for holding office of a Director. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of the Act. As required by SEBI Listing Regulations, a certificate from Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance Report as annexed herewith as "Annexure VII" and forms a part of this Annual Report.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) & (7) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority.

Further, in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience, including the proficiency required to best serve the interest of the Company. The details of the Board and Committee Composition, tenure, cessation, appointment or re-appointment of Directors are provided in the Corporate Governance Report as annexed herewith as "Annexure V" and forms a part of this Annual Report.

KEY MANAGERIAL PERSONNEL ("KMP"):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2025:

Sr. No. Name of KMP	Designation
1 Mr. Upendra Narottamdas Shah	Chairman & Managing Director
2 Mr. Prashant Jayant Chauhan	Chief Financial Officer (CFO)
3 Mrs. Archana Rajesh Agarwal	Company Secretary (CS) & Compliance Officer

During the financial year under review:

Ms. Ayushi Bathiya (name changed to Ayushi Lunia) resigned from her position as Company Secretary and Compliance Officer of the Company, due to personal reasons w.e.f. close of business hours on November 30, 2024.

Mrs. Archana Rajesh Agarwal was appointed as Company Secretary and Compliance Officer of the Company with effect from December 01, 2024.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, and the same is uploaded on the website of the Company and can be accessed at the web-link: https://www.minidiamonds.net/uploads/investor-relations/ nomination--remuneration-policy-8C4E76DD-3C92-4AA0-934A-D5128C750215.pdf.

The salient features covered in the policy are:

Criteria for appointment, removal and retirement of Directors and Managerial Personnel including the qualification and diversity requirements, their term and their evaluations Policy for remuneration to Executive Directors, Non-Executive/Independent Directors and Managerial Personnel Familiarisation programmes to be conducted for Directors The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

FAMILIARISATION PROGRAMMES FOR DIRECTORS:

As part of the best practices, all new Directors, including Independent Directors, who joins the Board, undergoes a formal orientation program. According to Regulation 25 of the SEBI Listing Regulations, the Directors of the Company are well updated on material changes/developments in the corporate scenario, including those pertaining to statutes/ legislation & economic environment and on matters significantly affecting the Company to enable them to take well informed and timely decisions.

The Directors are also kept abreast on all business related matters including corporate social responsibility and sustainability interventions, succession plans including management development processes and new initiatives proposed by the Company.

The policy of the familiarization programmes for Independent Directors are available on the Companys website at https://www.minidiamonds.net/uploads/investor-relations/policy-for-familiarization-programmes-for-independent-directors-4ED332CF-2F70-4FC9-A264-8D1003F7A385.pdf.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

In compliance with the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the Annual Performance evaluation of Individual Directors, Committees of the Board and the Board as a whole in accordance with the framework and criteria laid down by the Nomination and Remuneration Committee. A structured questionnaire was prepared separately for the Board, Committees and Individual Directors, inter-alia covering various parameters viz. composition and structure of the Board, responsibilities, attendance including participation of the Directors at the Board and Committee meetings, governance and compliance as a whole, quality of deliberations and effectiveness of the procedures and all other factors. The above criteria are broadly based on the SEBI Guidance Note on Board Evaluation.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, Independent Directors at their separate meeting had evaluated performance of Non-Independent Directors, Board as a whole, Chairman of the Board and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held on May 30, 2025. The recommendations of the Committee were subsequently considered by the Board at its meeting held on May 30, 2025, thereby concluding the performance evaluation process.

The manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures pertaining to remuneration and other details as required pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure - III" and forms part of this Annual Report.

CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Companys website – https://www.minidiamonds.net/ uploads/investor-relations/code-of-conduct-for-board-and-smp-E2DC0CAE-1F6B-491D-BD0A-5884E0E24998.pdf The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI Listing Regulations, a declaration signed by the Managing Director to this effect is annexed in the Corporate Governance Report as "Annexure VIII" forming a part of this Annual Report.

NUMBER OF MEETING OF THE BOARD:

The Board met 9 (nine) times during the financial year under review. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Meetings of the Board ("SS-1") and SEBI Listing Regulations, as amended from time to time. The details of the meetings are disclosed in the Corporate Governance Report forming part of this Annual Report.

COMMITTEE OF THE BOARD:

The Company has in place 3 (three) committees in compliance with the Act and SEBI Listing Regulations viz;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

During the financial year under review, the Board of Directors at its meeting held on November 14, 2024 has reconstituted committees w.e.f. November 15, 2024.

The details of all the Committees along with their composition, terms of reference, meetings held during the financial year and attendance at the meetings are disclosed in the Report on Corporate Governance that forms part of this Annual Report.

1. Audit Committee

During the financial year 2024-25, the Audit Committee met 7 (seven) times i.e., on May 28, 2024, June 13, 2024, June 27, 2024, August 06, 2024, September 04, 2024, November 14, 2024, and February 13, 2025 respectively. The details pertaining to composition of the Audit Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

2. Nomination and Remuneration Committee:

During the financial year 2024-25, the Nomination and Remuneration Committee met 3 (three) time during financial year 2024-25, i.e., on May 28, 2024, August 14, 2024, and November 14, 2024 respectively.

The details pertaining to composition of the Nomination and Remuneration Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

3. Stakeholders Relationship Committee:

During the financial year 2024-25, 1 (one) meeting of the Stakeholders Relationship Committee was held i.e. on February 13, 2025.

The details pertaining to composition of the Stakeholders Relationship Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

>The details with respect to the composition, number of meetings held, and terms of reference for each committee are given in the Corporate Governance Report forming part of this Annual Report.

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 13, 2025 to review the performance of Non-Independent Directors and Board as a whole, to assess the quality, quantity and flow of information between the management and the Board. The said meeting was attended by all the Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Act and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and 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, if any; (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 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; and (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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT:

The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

The Risk Management Policy of the Company is available on the website and can be accessed at: https://www. minidiamonds.net/uploads/investor-relations/risk-management-8D8FF40E-2F97-48DD-AF7A-85260C246D98.pdf.

VIGIL MECHANISM/ WHISTLE BLOWERS POLICY:

The Company has a vigil mechanism to report concerns about unethical behavior, actual/ suspected frauds and violation of Companys Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistle blower through several channels. The Audit Committee of the Board oversees the functioning of Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The said Mechanism is established for directors and employees to report their genuine concerns. The procedure and other details required to be known for the purpose of reporting such grievances or concerns are uploaded on the website of the Company. The Policy is available on the Companys website and can be accessed at: https://www.minidiamonds.net/uploads/ investor-relations/vigil-mechanism--whistle-blower-policy-AEC43F85-20F9-43E6-BA42-8AF620F2C946.pdf.

We affirm that no employee/director has been denied access to the Chairman of Audit Committee and that no complaint was received during the financial year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant orders passed by any of the Regulators or Courts or Tribunals, which has an impact on the operations of the Company or affecting the Going Concern status of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions related to Corporate Social Responsibility ("CSR") under Section 135 of the Act and the Rules made thereunder are not applicable to the Company during the financial year under review.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place well defined and adequate internal financial controls and the same were operating effectively throughout the financial year.

The Company has timely statutory audit and procedural checks in place. The Board evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the financial year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company, if any and falling under the purview of Section 186 of the Act are given in the notes to the Financial Statements, forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://www.minidiamonds.net/uploads/investor-relations/related-party-transactions-policy-C59DBC40-8FDE-4673-9612-C2D2D554BB77.pdf All contracts or arrangements or transactions entered during the financial year with related parties were on armslength basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for financial year 2024-2025.

Further, a statement of all Related Party Transactions is placed on a quarterly basis before the Audit Committee and also before the Board for approval.

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the financial year under review, the Company has not borrowed any amount from the Director(s) or their relative.

STATUTORY AUDITORS AND AUDITORS REPORT:

At the 36^th Annual General Meeting ("AGM") of the Company held on September 30, 2023, the members of the Company had approved the appointment of M/s. Mittal & Associates, Chartered Accountants, (Firm Registration No. 106456W) as the Statutory Auditors of your Company for a period of 5 (five) years commencing from the conclusion of 36^th AGM till the conclusion of 41^st AGM to be held for the financial year ending March 31, 2028.

The Company has obtained written consent and a certificate from M/s. Mittal & Associates confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act. The Statutory Auditors Report on the Financial Statements of the Company for the financial year 2024-25, includes the following qualification/reservation/remark: In our opinion and according to the information and explanation given to us the Company has not complied with the provisions of Section 185 of the Act, with respect to the loans.

Managements Reply :

The Company has given loan to Mr. Upendra Narottamdas Shah (Managing Director) and Mr. Ronish U Shah (Executive Director), as a part of the conditions of employment terms pursuant to the provisions of Sub Section 3 of Section 185 of the Act. The said loans were given considering their designation, experience, extensive knowledge related to Companys operations and involvement into the day to day business affairs of the Company. Further, the said directors are in the process of repaying the full loan along with interest.

The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the Statutory Auditors, the Internal Auditors or the Secretarial Auditors to the Audit Committee, the Board, or to the Central Government, under Section 143(12) of the Act. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Manish Ghia & Associates, Peer Reviewed Firm of Practicing Company Secretaries, (Membership No.: FCS 6252/C.P. No.: 3531) (Unique ID: P2006MH007100 ; Peer Review: PR 6759/2025) were appointed as the Secretarial Auditors of the Company to conduct the secretarial audit of the Company for financial year 2024-2025 at the Meeting of Board of Directors held on February 13, 2025.

The Secretarial Audit Report, in the prescribed Form No. MR-3 received from Secretarial Auditors for the financial year ended March 31, 2025, is annexed to this Report as "Annexure II" and forms part of this Annual Report. The qualifications given by the Secretarial Auditors in their Audit Report for the financial year 2024-25 along with the managements reply are as under:

Qualification	Managements reply
Pursuant to Regulation 30 of the SEBI Listing Regulations, there was a delay in the Companys disclosure to the Stock Exchange regarding the incorporation of its Wholly Owned Subsidiary, Namra Jewels Private Limited. The disclosure was due on July 22, 2024, but was submitted to the Stock Exchange on August 05, 2024.	This disclosure was missed out due to delay in receiving communication related to Incorporation. It was an inadvertent delay and the management has informed the Exchange as soon as the information was received.
The entire shareholding of the Promoters and the Promoter Group of the Company is not in the dematerialized form as required under Regulation 31(2) of the SEBI Listing Regulations.	The Company shall take necessary steps and again request the members holding shares in physical mode to consider converting their holdings to dematerialized form.
Pursuant to Regulation 31(1)(b) of the SEBI Listing Regulations, any capital restructuring resulting in a change exceeding two percent of the total paid-up share capital is required to be reported to the Stock Exchange within ten days of such change. However, the Company did not make the submission within the prescribed timeline.	BSE Limited has issued listing approval vide its letter dated October 11, 2024, accordingly the Company has filed shareholding pattern on October 11, 2024 after receiving the approval.
Mr. Dilip Shah, who was a Director of the Company, was disqualified pursuant to Section 164 of the Act, due to the non-filing of financial statements and annual returns by	Pursuant to provisions of Section 164(2)(a) of the Act, the Office of the Registrar of Companies, Maharashtra, Mumbai, vide Notice No. ROC/CUR/ 164(2)(a)/201 7/1
Executive Gems Private Limited, where he also serves as a Director. However, he ceased to be a Director of the Company with effect from December 27, 2024, following his resignation.	dated September 7, 2017 published in the MCA Portal, had disqualified Mr. Dilip Shah (DIN: 01114643) for a period of November 1, 2016 to October 31, 2021 for non-filing of financial statements and/or annual return(s)
The composition of the Nomination and Remuneration Committee was not in compliance with the provisions of Section 178 of the Act; however, the Company rectified this non-compliance with effect from November 15, 2024.	by Executive Gems Private Limited (in which he was a Director). The status of his DIN reflecting on MCA portal was de-activated. However, the said Director resigned from the Company w.e.f. December 27, 2024.
Pursuant to Sections 196 and 197, read with Schedule V of the Companies Act, 2013, Mr. Ronish U Shah was appointed as an Executive Director of the Company at the Annual General Meeting held on September 30, 2019, for a tenure of five years. However, no re- appointment has been made by the Company upon the expiry of his term. Further, remuneration was paid to him	Mr. Ronish U Shah was appointed as a Director liable to retire by rotation at the Annual General Meeting held on September 30, 2019, pursuant to the provisions of Sections 149, 152 and 160 of the Act, and applicable provisions of SEBI Listing Regulations. His term of appointment is not defined in the said resolution. Further, a resolution will be placed at the ensuing 38th Annual
by the Company during the audit period	General Meeting of the Company for his re-appointment as executive director for a term not exceeding 5 years.
Pursuant to Regulation 3(5) of SEBI(PIT) Regulations, 2015, there were few instances where UPSI was not recorded in the Companys Structured Digital Database (SDD). Additionally, in several cases, entries were made with delays, and the flow of UPSI sharing was not recorded properly	Utmost care was taken to prevent the leakage of UPSI and the designated persons were duly informed to restrict themselves from trading in securities of the Company based on such UPSI. The management shall ensure that going forward, necessary entries are made in the SDD.
The Company has extended loans to Mr. Upendra	The Company has given loan to Mr. Upendra
Narottamdas Shah and Mr. Ronish U Shah, directors of the company which is in not in conformity with the provisions of Section 185 of the Companies Act, 2013.	Narottamdas Shah (Managing Director) and Mr. Ronish U Shah (Executive Director), as a part of the conditions of employment terms pursuant to the provisions of Sub Section 3 of Section 185 of the Act. The said loans were given considering their designation, experience, extensive knowledge related to Companys operations and involvement into the day to day business affairs of the Company. Further, the said directors are in the process of repaying the full loan along with interest.

As on March 31, 2025, the Company does not have any material subsidiary(ies). Therefore, the requirement of Regulation 24A of SEBI Listing Regulations of undertaking Secretarial Audit of Material Unlisted Indian Subsidiary of the Company is not applicable for the financial year ended March 31, 2025.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by Securities and Exchange Board of India, your Company has obtained Annual Secretarial Compliance Report for the financial year 2024-25, from M/s. Manish Ghia & Associates, Practicing Company Secretaries, pursuant to Regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 has been submitted to the Stock Exchanges on May 30, 2025 and the said report may be accessed on the Companys website at the link https://www.minidiamonds.net/uploads/investor-relations/annual-secretarial-compliance-report-2025-40A4994B-064E-4DA7-80F7-35DE67A97EB5.pdf Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, which came into effect on December 13, 2024, significant amendments were introduced to the SEBI Listing Regulations, including Regulation 24A, which mandates that listed entities appoint or re-appoint a Peer Reviewed Secretarial Auditor for a continuous term as prescribed subject to approval by the members at the AGM. The resolution seeking approval of members for the same is set out in the Notice calling the 38^th Annual General Meeting of the Company.

Therefore, to comply with the aforesaid requirement, the Board of Directors at its meeting held on September 02, 2025, upon the recommendation of the Audit Committee, appointed Mr. Vishal N. Manseta, a Peer Reviewed Company Secretary in Practice (Peer Review No. 1584/2021, Membership No.: ACS 25183 and C.P. No.: 8981) as Secretarial Auditors for a term of 5 (five) consecutive years commencing from financial year 2025-26 to 2029-30, subject to the approval of the members at the ensuing AGM of the Company. The Company has received the necessary consent from Mr. Vishal N. Manseta to act as the Secretarial Auditor of the Company along with the certificate confirming that his appointment would be within the limits specified in the Act & Rules made thereunder and SEBI Listing Regulations and as given in SEBI Circular No.: SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of disqualifications in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

INTERNAL AUDITOR:

The Company has appointed M/s Jain Chandresh & Associates, Chartered Accountants, (Firm Registration Number/ Membership Number: 139662W/145404), as Internal Auditor of the Company, pursuant to provisions of Section 138 of the Act.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically.

The management examines the internal auditors report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.

COST AUDITORS AND MAINTENANCE OF COST RECORDS:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor and maintenance of Cost Records and Cost Audit records is not applicable to the Company for the financial year 2024-25.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:

(A) CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilizing alternate sources of energy: Nil iii. the capital investment on energy conservation equipments: Nil

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be Nil.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the financial year and the Foreign Exchange outgo during the financial year in terms of actual outflows: (Amount in "")

Particulars	Financial Year 2024-25	Financial Year 2023-24
Earnings in Foreign Currency	2,74,10,236	1,06,01,836
Expenses in Foreign Currency	83,74,03,943	41,26,84,689

LISTING ON STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY:

After the end of financial year 2024-25 and as on the date of signing of this report, the members of the Company at its EGM held on May 13, 2025, has approved the issuance of up-to 60,00,000 (Sixty Lakhs) convertible equity warrants of face value of 10/- each at a price of 153/- (including a premium of 143/-) per equity warrant aggregating up-to maximum amount of 91,80,00,000/- by way of preferential issue to individuals/entities under public category. The Company has filed application to BSE Limited for seeking listing approval for the said issue and the same is being rejected due to non-submission of required details/documents.

COMPANYS POLICY ON PREVENTION OF INSIDER TRADING:

The Company has amended the Code of Conduct for Prohibition of Insider Trading ("the Code") and Code on Fair Disclosures and Investor Relations effective February 13, 2025. The policy and procedures are framed to regulate, monitor and report trading by the Designated Persons along with their Immediate Relative(s) and for other aspects under the SEBI (Prohibition of Insider Trading) Regulations, 2015, such as inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI is forming part of the Code, which is available on our website, at https://www.minidiamonds.net/uploads/investor-relations/code-of-conduct-for-prevention-of-insider-trading-83C3A307-C6B2-4786-BC0A-ED10475261D0.pdf.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Corporate Governance provisions as stated in the Regulation 15(2) of SEBI Listing Regulations was not applicable to the Company for the financial year ended March 31, 2024, however, upon conversion of 2,00,00,000 warrants into 2,00,00,000 equity shares of face value of 10/- each on August 14, 2024, the Paid Up Capital of the Company exceeded the threshold limit of 10 Crores and Net-worth exceeded 25 Crores, therefore the compliance with respect to Corporate Governance provisions becomes applicable to the Company.

The Company was required to comply with the provisions of 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V within 6 (Six) months from the date it become applicable i.e. August 14, 2024. Accordingly, the Company has complied with respect to the provisions of Corporate Governance within prescribed timeline as per the provisions of SEBI Listing Regulations.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.

Report on Corporate Governance along with a Certificate received from M/s Manish Ghia & Associates, Practicing Company Secretaries, (Unique ID: P2006MH007100; Peer Review No.: PR 6759/2025) (Membership No. FCS 6252, C.P. No. 3531) regarding compliance of conditions of Corporate Governance is annexed herewith as "Annexure V" & "Annexure VI" respectively and forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as prescribed under Part B of Schedule read with Regulation 34 of SEBI Listing Regulations is provided as separate "Annexure IV" and forms a part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the clauses of Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings issued and notified by Institute of Company Secretaries of India. ("ICSI") during the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Reporting (BRSR) is applicable to top 1000 listed entities based on market capitalisation. Since your company has not been in the list of top 1000 listed entities based on market capitalisation as on March 31, 2025, BRSR is not applicable to the Company for financial year 2024-25.

OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") applies to all workplaces, including government, private, and non-governmental organizations, as well as any organization, institution, undertaking, or establishment that employs ten or more individuals and is required to constitute an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place for every woman employee. Since the number of employees in the Company were less than ten during the financial year under review, therefore the provisions related to POSH Act and the Rules made thereunder is not applicable. Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The necessary disclosure in terms of requirements of Rule 8 of the Companies (Accounts) Rules, 2014 and SEBI Listing Regulations in this regard is given below:

Sr. No. Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed of during the year	Nil
3. Number of cases pending for more than ninety days	Nil

COMPLIANCE OF THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961:

The Company is not required to comply with the provisions of the Maternity Benefit Act, 1961, as the number of employees on the pay roll of the Company were less than ten during the financial year under review.

E-VOTING FACILITY AT AGM:

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 38^th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Limited ("NSDL") The detailed process and guidelines for e-Voting have been provided in the notice convening the meeting which forms part of this Annual Report.

GENERAL DISCLOSURES:

During the financial year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature: a) no application has been made under the Insolvency and Bankruptcy Code, 2016, as amended, hence, the requirement to disclose the details of application made or any proceeding pending under the said Code along with their status as at the end of the financial year is not applicable. b) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable as there was no such valuation done. c) there was no revision of financial statements and Boards Report of the Company. d) the Company has not failed to implement any corporate action. e) there were no agreements entered by the Company which comes within the purview of Regulation 30A of Listing Regulations. f) the trading of securities of the Company were not suspended by the stock exchange. g) issue of equity shares with differential rights as to dividend, voting or otherwise h) issue of shares (including sweat equity shares) to employees of the Company under any scheme. i) buy back of the shares of the Company.

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 38^th AGM of the Company including the Annual Report for the financial year 2024-25 are being sent to all shareholders whose e-mail addresses are registered with the Company/Depository Participant(s).

ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Mini Diamonds (India) Limited

	Sd/-
	Upendra Narottamdas Shah
Place: Mumbai	Chairman and Managing Director
Date: September 02, 2025	DIN: 00748451