Motisons Jewellers Ltd Directors Report

To

The Members of Motisons Jewellers Limited

On behalf of the Board of Directors, we are pleased to present the 15 th Boards Report of Motisons Jewellers Limited, together with the Audited Financial Statements for the financial year ended 31 st March 2026.

The financial year under review was marked by continued growth opportunities and evolving market dynamics. Throughout the year, the Company remained focused on strengthening its market presence, enhancing operational efficiencies, delivering value to its customers, and creating sustainable value for all stakeholders. Guided by sound governance practices and a commitment to excellence, the Company continued to pursue its strategic objectives while maintaining financial discipline and operational resilience.

The Indian jewellery industry continued to demonstrate resilience during FY 2025-26, supported by strong wedding and festive demand, increasing consumer preference for branded jewellery, and the ongoing shift from the unorganised to the organised retail segment. Despite elevated gold prices and market volatility, organised jewellers continued to benefit from enhanced customer trust, transparency, product innovation, and expanding retail footprints. Industry reports indicate that revenue growth in the organised jewellery sector remained robust, driven largely by higher gold prices and increasing demand for studded, lightweight, and design-oriented jewellery products. Looking ahead, the industry is expected to be supported by rising disposable incomes, favourable demographic trends, growing brand consciousness, and continued formalisation of the sector, although fluctuations in precious metal prices and global economic uncertainties may continue to influence consumer purchasing behaviour.

This Report provides an overview of the Companys performance, key developments, financial results, corporate governance initiatives, and other significant matters during the year under review. The Board places on record its appreciation for the continued trust and support of the Companys shareholders, customers, business associates, lenders, regulatory authorities, and employees, whose contributions have been instrumental in the Companys progress.

We now present the highlights of the Companys performance and operations for the financial year ended 31st March 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The financial performance of the Company for the Financial Year 2024-25 and 2025-26 are summarized below:

(Amount in lakhs)

Particulars		31st March, 2026		31st March, 2025
Revenue from Operation/Turnover		48,954.45		46,211.15
Other Income		629.24		73.91
Less: Expenses during the year excluding depreciation		40,859.44		40,145.26
Profit before tax and depreciation		8,724.25		6,139.80
Particulars	31st March, 2026		31st March, 2025
Less: Depreciation	185.27		199.52
Profit/(Loss) before tax after depreciation	8,538.98		5,940.28
Less: Extra-Ordinary Item	30.25		-
Less: Prior Period Items	(67.66)		65.92
Add/Less: Provision of Income tax including deferred tax	2,205.62		(1,557.25)
Profit/(Loss) after tax and depreciation	6,370.77		4,317.11

STATE OF THE COMPANYS AFFAIRS

The Company is one of the prominent players in the organised jewellery retail sector in India and is engaged in the manufacturing, trading, and sale of gold jewellery, diamond jewellery, gold and diamond-studded jewellery, as well as silver articles. The Company offers an extensive range of jewellery collections catering to diverse customer requirements, including wedding jewellery, festive and occasion wear, as well as contemporary daily-wear jewellery.

With changing consumer preferences, evolving fashion trends, and increasing demand for innovative designs, the Company continuously focuses on product development and launches new collections from time to time. Over the years, the Company has successfully introduced several exclusive jewellery collections, strengthening its brand positioning and enhancing customer engagement.

During the financial year under review, the Company recorded a total income of Rs. 49,583.69 Lakhs as against Rs. 46,285.06 Lakhs in the previous financial year, registering a healthy growth of 7.13%. The Company reported a net profit of Rs. 6,370.77 Lakhs compared to Rs. 4,317.11 Lakhs in the previous financial year, reflecting a growth of 47.57%. The improved financial performance was driven by strong customer demand, effective inventory management, operational efficiencies, and continued focus on expanding the Companys market presence.

Your directors remain optimistic about the future outlook of the Company and expect sustained growth and improved performance in the coming years, supported by the Companys strong brand equity, customercentric approach, expanding product portfolio, and favourable long-term prospects of the organised jewellery retail sector. Further details regarding the Companys performance and operations are provided in the ensuing sections of this Report.

DIVIDEND

The Board of Directors, after a comprehensive evaluation of all relevant factors and circumstances, has determined that it would be prudent not to recommend any dividend on the equity shares of the Company for the financial year ended 31 st March 2026.

RESERVES

During the year under review, the entire net profit of the Company amounting to Rs. 6,370.77 lakhs was transferred to Retained Earnings. In addition, the Board of Directors approved the transfer of Rs. 50 lakhs from Retained Earnings to the Capital Redemption Reserve.

MATERIAL EVENTS DURING THE YEAR

I. AUTHORISED AND PAID-UP SHARE CAPITAL

The capital structure of the Company as on 31 st March 2026 is given in the below table:

Share Capital	Amount (In Rs.)
Authorised Share Capital
Equity Share (1,15,00,00,000 Equity Shares of Rs. 1/-each)	1,15,00,00,000
Preference Share (1,00,00,000 2.50% Unsecured, Cumulative, Redeemable, Non-Convertible Preference Shares of Rs. 10/- each)	10,00,00,000
Total	125,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Share (100,17,60,000 Equity Shares of 1/- each)	100,17,60,000
Preference Share (1,00,00,000 2.50% Unsecured, Cumulative, Redeemable, Non-Convertible Preference Shares of 10/- each)	10,00,00,000
Total	1,10,17,60,000

II. ISSUANCE OF EQUITY SHARES DUE TO CONVERSION OF WARRANTS INTO EQUITY SHARES

Pursuant to the approval of the shareholders obtained through Postal Ballot by way of remote e-voting on September 13, 2024, the Company on October 5, 2024 allotted 1,00,00,000 warrants on a preferential basis at an issue price of Rs. 170.00 per warrant. Each warrant was convertible into, or exchangeable for, one fully paid-up equity share of the Company having a face value of Rs. 10/- each, aggregating to a total consideration of up to Rs. 170 crores.

In this regard, certain warrant holders, as detailed below, exercised their right to convert the warrants into equity shares within the prescribed period, and the Company accordingly allotted equity shares to such holders. However, certain other warrant holders did not exercise their conversion rights within the stipulated period.

Consequently, in accordance with Regulation 169(3) of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, upon the expiry of 18 months from the date of allotment of the warrants (i.e., October 5, 2024), the outstanding 82,70,000 warrants, as detailed below, lapsed. Accordingly, the amount received against such warrants has been forfeited by the Company.

S. No.	Name of Allottees		Category		No. of warrants Allotted		Conversion of Warrants into Equity Shares		No. of Warrants Lapsed
1.	North Star Opportunities Fund VCC-Bull Value Incorporated VCC Sub-Fund		\u201c NON PROMOTER, PUBLIC		35,00,000		0		35,00,000
S. No.		Name of Allottees		Category		No. of warrants Allotted		Conversion of Warrants into Equity Shares		No. of Warrants Lapsed
2.		Eminence Global Fund PCC- Eubilia Capital Partners Fund I		\u201c NON PROMOTER, PUBLIC		35,00,000		7,90,000		27,10,000
3.		Nexpact Limited		\u201c NON PROMOTER, PUBLIC		30,00,000		9,40,000		20,60,000

NOTE: Subsequent to the stock split/sub-division w.e.f. 08 November 2024 (record date), whereby the face value of Equity Shares was changed from Rs. 10/- each to Re. 1/- each, resulting in 10 Equity Shares of Re. 1/- each for every1 Equity Share of Rs. 10/- each, the conversion ratio for the warrants so allotted stood changed. Accordingly, 1 (one) Warrant was convertible, at the option of the warrant-holder, upon payment of the remaining 75% consideration within the time limit prescribed under the provisions of the SEBI (ICDR) Regulations, 2018, into 10 (ten) Equity Shares of Re. 1/- (Rupee One Only).

III. QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

In order to support the Companys growth initiatives and strengthen its capital base, the Board of Directors, at its meeting held on March 6, 2026, approved the raising of funds aggregating up to Rs. 350 crores by way of a Qualified Institutions Placement (QIP), in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other applicable laws, subject to the approval of the members and such other regulatory approvals as may be required.

The Board also approved the Postal Ballot Notice seeking the approval of the members. The members of the Company approved the aforesaid proposal through Postal Ballot on April 25, 2026 and Consequent upon the said approval, necessary alteration in the existing Capital Clause of the Memorandum of Association (MOA) of the Company shall be carried out in accordance with applicable provisions of law.

Accordingly, the equity share capital structure of your Company post Qualified Institutional Placement (QIP) of equity shares is as follows:

Type of Capital	No. of equity shares	Face Value (in	Total Share Capital (in
Authorised Share Capital	1,22,00,00,000	1	1,22,00,00,000
Issued, Subscribed and Paid-up Equity Share Capital	1,13,75,06,600	1	1,13,75,06,600

The details of dematerialization of shares, Demat Suspense Account/ Unclaimed Suspense Account are provided in the Corporate Governance Report, as annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of the Board is in accordance with Section 149 of the Companies Act, 2013 (the Act) and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and with an appropriate combination of Executive, Non-Executive and Independent Directors. The Board of Directors and KMP of the Company as on 31 st March 2026 is as follows:

Name of Director	Moiisoos Jewellers Designation
Sandeep Chhabra [DIN:00120838]	Chairman Cum Whole Time Director
Sanjay Chhabra [DIN:00120792]	Managing Director
Namita Chhabra [DIN: 00205859]	Non-Executive Director
Kajal Chhabra [DIN: 00120914]	Non-Executive Director
Sunil Chordia [DIN: 02994743]	Non-Executive - Independent Director
Meena Choudhry [DIN: 10521713]	Non-Executive - Independent Director
Sushil Kumar Gangwal [DIN:09573928]	Non-Executive - Independent Director
Priyanka Jain [DIN: 10729434]	Non-Executive - Independent Director
Laksh Chhabra [DIN:09695269]	Joint Managing Director
Vikas Kaler [DIN: 09737095]	Non-Executive - Independent Director
Kaustubh Chhabra	Chief Financial Officer
Bhavesh Surolia	Company Secretary and Compliance Officer

During the period under review, following changes were made in Directors/KMPs

		Date of	Nature of change
		(Appointment/re- appointment	(Appointment/re- appointment
Name	DIN/PAN	Change in	Change in	Designation
		Designation /	Designation /
		Cessation)	Cessation)
Sandeep Chhabra	00120838	01.07.2025	Re-appointment	Chairman cum Whole Time Director
Sanjay Chhabra	00120792	01.07.2026	Re-appointment	Managing Director
Laksh Chhabra	09695269	08.08.2025	Re-appointment	Joint Managing Director

Further, the Members of the Company approved the reappointment of Mr. Sanjay Chhabra (DIN: 00120792) as the Managing Director of the Company for a further term of three (3) years with effect from July 1, 2026, at the Annual General Meeting held on September 27, 2025.

Apart from above mentioned changes, there were no changes made after the end of Financial Year 31 st March, 2026 and till the date of this Board Report.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Laksh Chhabra (DIN: 09695269), Joint Managing Director and Mrs. Namita Chhabra (DIN: 00205859), Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has

offered themselves for re-appointment. The Board of Directors, based on recommendation of the Nomination and Remuneration Committee (NRC), has recommended their re-appointment for consideration by the shareholders at the ensuing Annual General Meeting of the Company.

A brief resume of the directors being appointed/re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholding in the Company, etc., as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

INDEPENDENT DIRECTORS AND DECLARATION

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules,2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company and Independent Directors were appointed during the financial year on the board of the company are persons of high integrity, expertise and experience (including the proficiency) and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150(1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external Influence and that they are independent in the management. The Independent Directors have also confirmed that they have complied with the Companys code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board met 08 (Eight) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

COMMITTEES OF BOARD

Details of various Committees constituted by the Board, including their composition, terms of reference, meetings and their attendance thereat etc., mandated pursuant to the applicable provisions of the Act and the Listing Regulations, are given in the Corporate Governance Report, forming part of this Annual Report.

AUDIT COMMITTEE

The Companys Audit Committee consists of three Directors, all the directors are Non-Executive Independent Directors and is constituted in accordance with the requirements of the SEBI (LODR) Regulations, 2015 read with the Companies Act, 2013. All the members of the Audit Committee have adequate knowledge in the areas of finance and accounting. Further, there have been no instances where the Board has not accepted any recommendation of the committees.

During the financial year 2025-26, the Audit Committee met 06 (Six) times on May 14, 2025, May 21, 2025, August 05, 2025, September 01, 2025, November 14, 2025 and February 10, 2026.

The composition and attendance of Audit Committee meetings are given below

S. No.	Name of the Member	Category	No. of Audit Committee Meetings held	No. of Audit Committee Meetings attended
1.	Mr. Sunil Chordia (DIN: 02994743) Non-Executive Independent Director	Chairman	6	6
2.	Mr. Sushil Kumar Gangwal (DIN:09573928) Non-Executive Independent Director	Member	6	6
3.	Ms. Priyanka Jain (DIN: 10729434) Non-Executive Independent Director	Member	6	6

The Company Secretary acts as the Secretary to the Committee.

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

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report.

SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES AND LIQUIDITY • EQUITY SHARE

As on March 31, 2026, the entire issued equity share capital of the Company comprising 100,17,60,000 (One Hundred Crore Seventeen Lakh Sixty Thousand) equity shares, representing 100.00% of the total equity shares, was held in dematerialised form.

The International Securities Identification Number (ISIN) allotted to the Companys equity shares under the Depository System is INE0FRK01020. The Company has entered into agreements with both the depositories, namely National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders may open their demat accounts with any Depository Participant registered with the aforesaid depositories.

The equity shares of the Company are actively traded on BSE Limited and the National Stock Exchange of India Limited.

• PREFRENCE SHARES

All the issued, subscribed, and paid-up preference shares of the Company have been converted from physical form into dematerialised form.

Accordingly, as on March 31, 2026, the entire issued preference share capital of the Company, comprising

1.00. 00.000 preference shares representing 100.00% of the total issued preference share capital, was held in dematerialised form under ISIN INE0FRK04016. Further, as per request letter for redemption of

50.00. 000 2.5% Non-Convertible Redeemable Preference Shares (unlisted) received from the preference

shares holder dated 18 th March, 2026, the Board of Directors of the company in its meeting held on 16 th April, 2026 has approved the redemption of 50,00,000 2.5% Non-Convertible Redeemable Preference Shares (unlisted), subject to relevant approvals as required and other considerations as may be applicable.

MUFG Intime India Private Limited acts as the Registrar and Share Transfer Agent (RTA) of the Company. Members may address all communications relating to change of address, transfer of shares, change of mandate, or any other shareholder-related matters to the RTA.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report. WHISTLE BLOWER POLICY/ VIGIL MECHANISM.

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted Whistle Blower Policy for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The same is detailed in the Corporate Governance Report forming part of this Annual Report. The Policy is made available on the website of the Company at

CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel (the Code). All Board members and senior management personnel have confirmed compliance with the Code for the year 2025-26. A declaration signed by Mr. Sanjay Chhabra (DIN: 00120792) Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Companys website

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of noncompliances. The copy of the same is available on the website of the Company at

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

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. Companys internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework, etc. Company has laid down internal financial controls and systems with regard to adherence to Companys policies, safeguarding of its assets, prevention and detection of

Motions Jewellers

frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The framework is in compliance with the requirements of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company from the previous Financial Year.

DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

As on 31 st March 2026, the Company does not have any subsidiary/joint venture/associate companies. Further during the reporting period, no company has become or ceased to be a subsidiary/joint venture/associate company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

DEPOSITS

During the reporting period, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has unsecured loan from its directors and its outstanding amount as on 31 st March 2026 is Rs. 3,504.45/- Lakhs and in terms of the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, as amended as on date, the Directors have furnished the declaration, in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others. Furthermore, as the Company has not accepted any deposits in earlier financial years, question of unpaid or unclaimed deposit and default in repayment does not arise.

RISK MANAGEMENT POLICY

The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main object is to ensure sustainable business growth with stabilityand to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, and legal risk, these risks are assessed and appropriate steps have taken to mitigate the same.

Further, the Risk Management Policy of the Company is displayed on the website of the Company at

STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company have devised proper systems to ensure compliance with the Secretarial Standards issued by the Institute of Companies Secretaries of India and the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

HUMAN RESOURCE AND INDUSTRIAL RELATION

The Company firmly believes that its growth is closely aligned with the growth and overall development of its employees. It remains committed to enhancing employee skills, fostering a culture of continuous learning, and creating an environment where excellence is acknowledged and rewarded. The objective is to ensure the right people are placed in the right roles, thereby improving efficiency, work speed, competency, and time management across the organization.

The Company is also sensitive to employee needs and strives to adopt best practices while maintaining a conducive and supportive work environment that promotes growth. Employee career development remains a key focus area of the HR policy, aimed at striking a healthy balance between personal aspirations and professional advancement.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the annual return as on March 31, 2025 is uploaded on the website of the Company and is available at

NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has formulated a Nomination and Remuneration Policy. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per the Act and Listing Regulations. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report and also available on the website of the company and the web link for the same is

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintaining high standards of good corporate governance practices. A separate Report on Corporate Governance, prepared in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part C of Schedule V thereof, forms part of this Annual Report.

Further, a certificate issued by Bhawika Ramnani & Co., Company Secretaries, confirming that the Company is and has been in compliance with the conditions stipulated under the Listing Regulations, is also included in the Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its committees, and evaluation of individual Directors including Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non- independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each Director in the affairs of the Company, duties performed by each Director and targets achieved by Company during the year.

The Board/committee/directors found that the performance of every Director of the Company is outstanding.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec. 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company state: -

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

b) that 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 ofthe profit and loss of the company for that period;

c) that 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) that the directors had prepared the annual accounts on a going concern basis;

e) that 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) that 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;

STATUTORY AUDITORS AND AUDITORS REPORT

At the 10 th Annual General Meeting (AGM) of the Company held on 29 November 2021, M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration No. 141173W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of the 15 th AGM to be held in the year 2026, at such remuneration, together with applicable taxes and reimbursement of out-ofpocket, travelling, living and other expenses, as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.

Accordingly, the term of M/s. Keyur Shah & Co., Chartered Accountants, a peer reviewed Partnership Firm (Firm registration no. 141173W) as the Statutory Auditors of the Company shall end at the conclusion of the ensuing 15 th AGM of the Company. Therefore, the company is required to appoint the statutory auditor.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on September 01, 2026 approved and recommended the appointment of M/s. N.K. Aswani & Co., Chartered Accountants, a peer reviewed Proprietorship Firm (Firm registration no. 100738W), allotted by the Institute of Chartered Accountants of India (ICAI) to the members of the company for their approval in ensuing Annual General Meeting as the statutory auditors of the Company for the term of 5 (five) consecutive years from conclusion of the ensuing 15 th AGM till the conclusion of the 20 th AGM to be held in the year 2031 at such remuneration as may be mutually agreed between the Board of Directors and the Statutory Auditor incurred in connection with the performance of duties, with the power of the Board/Audit Committee to alter and vary the terms and conditions of appointment, revision in the remuneration during the tenure of the Auditors, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

The Company has received written Consent along with Eligibility certificate from M/s. N.K. Aswani & Co., Chartered Accountants, a peer reviewed Proprietorship Firm (Firm registration no. 100738W), confirming eligibility and qualifications for appointment as Statutory Auditors in terms of the Companies Act, 2013, and rules framed thereunder and their proposed appointment, if approved by the members, would be in compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder.

Further, as per the Independent Auditors Report received from M/s. Keyur Shah & Co., Chartered Accountants, Statutory Auditors of the Company, there is no qualification, reservation or adverse remark in

the Audit Report on the Financial Statements of the Company for the Financial Year ended 31 st March 2026 and hence do not call for any further comments in terms of the provisions of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITORS AND AUDITORS REPORT

M/s. Bhawika Ramnani & Co, a peer reviewed Sole Proprietorship firm of Company Secretary in Practice (Firm Registration Number S2023RJ949100) were appointed as Secretarial Auditor of the Company, in the Annual General Meeting held on 27 th September, 2025, for a term of 5 (five) consecutive years commencing from 1 st April, 2025, till 31 st March, 2030. They have submitted their Secretarial Audit report for the Financial Year 2025-26 in prescribed format and the same is enclosed as Annexure-3 .

The Report is self-explanatory and there is no qualification, reservation or adverse remark in the Secretarial Audit Report of the Company for the Financial Year ended 31 st March, 2026 and hence do not call for any further comments in terms of the provisions of Section 134 of the Companies Act, 2013.

INTERNAL AUDITOR

M/s ASA & Company, (FRN: 012461C), Jaipur was appointed as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2025-26 as per the scope, functioning, periodicity and methodology mutually decided by the Board/committees thereof and the Internal Auditor pursuant to the provisions of Section 138(1) of Companies Act, 2013,read with Rule 13 of Companies (Accounts) Rules, 2014 and other applicable provisions.

Further, no adverse remark or observation has been cited by him in his Audit Report for the financial year 2025-26.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, no instances of fraud have been reported by the statutory auditors or secretarial auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Act, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report.

Composition of CSR Committee under sub-section (3) of section 134 of the Companies Act, 2013

Sr. No.	Name of Director		Designation/Natureof Directorship		Number of meetings of CSR Committee held duringthe year		Number of Meetings of CSR Committee attended During the year
1.	Mr. Sandeep Chhabra		Chairman and WholeTime Director (Chairman of CSR Committee)		2		2
2.	Mr. Sanjay Chhabra		Managing Director (Member of CSRCommittee)		2		2
Sr. No.		Name of Director		Designation/Natureof Directorship		Number of meetings of CSR Committee held duringthe year		Motisons Jewellers Number of Meetings of CSR Committee attended During the year
3.		Mr. Sunil Chordia		Independent NonExecutive Director (Member of CSRCommittee)		2		2

The CSR Committee, inter alia, allocates the amount of expenditure to be incurred by the Company on CSR activities as enumerated in Schedule VII of the Act and monitors the CSR Policy of the Company periodically. The Annual Report on CSR Activities for the Year 2025-26 is annexed herewith as Annexure - 2 and brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in this Annexure.

Further, the CSR Policy of the Company is displayed on the website of the Company at

PARTICULARS OF LOANS, GUARANTEE SOR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of section 186 of the Companies Act, 2013, particulars of loans, guarantees and investments made are provided in Financial Statements read together with notes annexed and forms an integral part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the company during the financial year ended 31 st March, 2026 with related parties were in the ordinary course of the business and on arms length basis. There was no such transaction entered during the reporting year which could be considered material. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure - 1 . However, your directors would like to draw your attention to Notes ofSignificant Accounting Policies and Notes on Financial Statements attached to Financial Statements.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF PREFERENTIAL ISSUE (PI), IF ANY

There were no deviations or variations in the utilization of the proceeds raised through the Preferential Issue from the objects specified in the Notice of Postal Ballot. The proceeds were utilized in full accordance with the purposes for which the issue was approved and disclosed.

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

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be given pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy;	Your Company has considered Sustainability as one of the strategic priorities and energy conservation is one of the strong pillars for
(ii) the steps taken by the company for utilizing alternate sources of energy;	preserving natural resources and improving bottom line. Your Company is continuously striving towards improving the energy performance in all areas. Your Company has always considered energy and natural resource conservation as a focus area and has been consciously making efforts towards improving the energy performance year on year.
(iii) the capital investment on energy conservation equipments;	Company ensures compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment.
	Therefore, ongoing process of awareness and training sessions at regular intervals is given to concern operational personnel on opportunity of energy conservation and theirbenefits.

B. Technology Absorption

(i) the efforts made towards technology absorption;	During the reporting period, no new technology has been introduced by the Company. Further, there were no expenditure incurred on Research and Development during the year under review.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31 st March, 2026 is as follows:

(Amount in Lacs

Particulars		31st March, 2026		31st March, 2025
Foreign Exchange Inflow		--		37.90
	Particulars		31st March, 2026		31st March, 2025
	Foreign Exchange Outgo		--		--

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT 1961.

The Company maintains a zero-tolerance approach towards all forms of sexual harassment and is committed to providing a safe, respectful, and inclusive workplace. This commitment is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Companys policy on prevention of sexual harassment is gender-neutral and applies to all employees.

An Internal Complaints Committee (ICC) has been duly constituted to address and redress complaints relating to sexual harassment in accordance with the applicable legal requirements.

During the financial year 2025-26, no complaints of sexual harassment were received under the Act. The Company confirms that it has complied with all applicable provisions relating to the constitution and functioning of the Internal Complaints Committee and has conducted appropriate awareness and training programs for its employees.

The summary of sexual harassment complaints received and disposed of during the financial year 2025-26 is provided below:

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

CREDIT RATING

The company had not appointed any credit rating agency to obtain credit rating.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at Annexure - 4 .

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, as amended a statement showing the names and other particulars of the top ten employees are provided at Annexure - 4.

LISTING

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals. Annual listing fees for the financial year 2025-26 have been duly paid to the BSE Limited and National StockExchange of India Ltd.

MISCELLANEOUS

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under anyscheme except ESOP Schemes referred to in this Report.

3. Buyback of shares.

4. The maintenance of cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company

5. No application was made or any proceeding is pending under Insolvency and BankruptcyCode, 2016.

6. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

ACKNOWLEDGMENT

The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support receivedfrom the Shareholders.

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies

(Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

S. No.	Particulars	Details
a)	Name(s) of the related party and nature of relationship.
b)	Nature of contracts/arrangements/transactions.
c)	Duration of the contracts/arrangements/transactions.
d)	Salient terms of the contracts or arrangements or transactions including the value, if any.
e)	Justification for entering into such contracts or arrangements or transactions.
f)	Date of approval by the Board.
g )	Amount paid as advances, if any.
h)	Date on which the special resolution was passed in general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arms length basis: NIL

S. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship
b)	Nature of contracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Date of approval by the Board
f)	Amount paid as advances, if any

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES OF THE COMPANY FOR THE YEAR ENDED MARCH 31,2026

1. Brief outline on CSR Policy of the Company

The Company undertakes initiatives interlinked to its long-term objectives for sustainable development. Its business and economic growth has always been underlined/ complimented by adherence to environmental preservation, societal upliftment and financial prudence. Accordingly, the Company has made social development an integral part of its business objectives to bring about a meaningful change in the lives of people/ communities associated with it.

CSR Policy has been duly recommended by the CSR Committee and adopted by the Board of Directors of the Company as per the applicable provisions of the Companies Act, 2013 read with applicable Rules and Regulations as amended from time to time. CSR Policy of the Company is also been hosted on the website of the Company.

2. Composition of CSR Committee

Sr. No. Name of Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Mr. Sandeep Chhabra	Chairman and WholeTime Director (Chairman of CSR Committee)	2	2
2. Mr. Sanjay Chhabra	Managing Director (Member of CSR Committee)	2	2
3. Mr. Sunil Chordia	Independent Non-Executive Director (Member of CSRCommittee)	2	2

3. Provide the web-link(s) where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company.

The web-link where Composition of CSR committee, CSR Policy and CSR projects approved bythe Board are disclosed on the website of the company is

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

No impact assessment was required to be undertaken.

5. (a) Average net profit of the company as per sub-section (5) of section 135 - Rs. 44,63,84,880/-

(b) Two percent of average net profit of the company as per sub-section (5) of section 135 - Rs.

89,27,698/-

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years - NIL

(d) Amount required to be set-off for the financial year, if any - Rs. 42,80 5/-

(e) Total CSR obligation for the financial year [(b) + (c) - (d)] - Rs. 88,84,893/-

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) -

Rs. 89,00,230/-

(b) Amount spent in administrative overheads - NIL

(c) Amount spent on Impact Assessment, if applicable - Not applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs. 89,00,230/-

(e) CSR amount spent or unspent for the financial year:

	Amount Unspent (in Rs.)
Total Amount Spent for the Financial Year. (In Rs.)	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135.		Amount transferred to any fund Specified under Schedule VII as per Second proviso to sub-section (5) of Section 135.
	Amount	Date of transfer	Name of the fund	Amount	Date transfer
89,00,230/-	-	-	-	-	-

(f) Excess amount for set off, if any

S. No. Particular	Amount (in Rs.)
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	89,27,698/-
Less: Excess amount set off for the Financial Year 2023-24	42,805/-
Total CSR obligation for the Financial Year	88,84,893/-
(ii) Total amount spent for the Financial Year	89,00,230/-
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	15,107/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	15,107/-

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years: NIL

1	2	3	4	5	6	7	8
S.	Preceding	Amount	Balance	Amount	Amount	Amount	Deficie

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

si. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pin Code of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
					CSR Registratio n Number, if applicable	Name	Registered Address
NIL

1 2	3	4	5	6		7	8
No. Financial Year(s)	transferred to Unspent CSR Account Under section (6) of section 135 (in Rs.)	Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.)	Spent in the Financial Year (in Rs)	Transferred to a Fund as specified Under Schedule VII as per second proviso to subsection (5) of section 135, if any		remaining to be spent in succeeding Financial Years (in Rs)	ncy, if any
				Amount (in Rs.)	Date of transfer
1. 2022-23	-	-	-	-	-	-	-
2. 2023-24	-	-	-	-	-	-	-
3. 2024-25	-	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

? Yes No

If Yes, enter the number of Capital assets created/acquired: Not Applicable

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not Applicable