Motisons Jewellers Ltd Directors Report

To

The Membkers of

Motisons Jewellers Limited

It gives us immense pleasure in presenting you on behalf of the Board of Directors of the Company, the 14^th Board Report of Motisons Jewellers Limited along with Audited Financial Statements for the Financial Year ended on 31^st March 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

The financial performance of the Company for the Financial Year 2023-24 and 2024-25 are summarised below: (Amount in lacs)

Particulars	31st March,2025	31st March,2024
Revenue from Operation/Turnover	46,211.15	41676.33
Other Income	73.91	41.32
Less : Expenses during the year	40,145.26	37057.52
excluding depreciation
Profit before tax and depreciation	6,139.80	4660.13
Less : Depreciation	199.52	176.29
Profit/(Loss) before tax after depreciation	5,940.28	4483.84
Less: Extra Ordinary Item	-	(28.88)
Less: Prior Period Items	65.92	89.30
Add/Less: Provision of Income tax including	(1,557.25)	(1142.56)
deferred tax
Profit/(Loss) after tax and depreciation	4,317.11	3223.11

STATE OF THE COMPANY AFFAIRS

The Company is one of the prominent jewellery companies in the organised jewellery retail sector in India. It is engaged in the business of trade, manufacture and sale of gold, diamond, gold and diamond studded jewellery as well as silver articles. The Company offers wide range and variety of jewellery to cater not only to wedding jewellery but party and daily wear also. In view of the changing trends, customers preferences and demands, the Company keeps on launching new jewellery designs and collections from time to time. The Company has launched a number of jewellery collections over the years.

The Company is engaged in jewellery business, in which trust and goodwill of a brand is a major impact factor. After the overwhelming response from the all the shareholders and other stakeholders to the Companys IPO, in the previous financial year. During the Financial Year, the Company has achieved a total income of 46,285.06/-Lakhs as compared to 41,717.65/-Lakhs in Previous Financial Year and during the year under review your company has earned Net profit of Rs. 4,317.11/-Lakhs (Previous Financial Year Net Profit was Rs. 3223.11 Lakhs). Your directors expect improved performance in current year. All otherinformation is detailed in this report.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances have decided that it would be prudent, not to recommend any Dividend on equity shares of the Company for the financial year ended on 31^st March 2025.

RESERVES

During the year under review the company has transferred the entire net profit amounting to Rs. 4,317.11 Lakhs to Retained earnings. Also, the Board of Directors of your company has transferred a sum of Rs. 50 lacs to the Capital Redemption Reserve from retained earnings.

MATERIAL EVENTS DURING THE YEAR I. AUTHORISED AND PAID-UP SHARE CAPITAL

The capital structure of the Company as on 31^st March 2025 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,	10,00,00,000
Redeemable, Non-Convertible Preference Shares of Rs.10/-
each)
Total	125,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Share (98,44,60,000 Equity Shares of 1/- each)	98,44,60,000
Preference Share (1,00,00,0002.50% Unsecured, Cumulative,	10,00,00,000
Redeemable, Non-Convertible Preference Shares of 10/- each)
Total	1,08,44,60,000

II. ISSUANCE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON A PREFERENTIAL BASIS

Pursuant to the shareholders approval received by way of Postal Ballot through remote e-voting on September 13, 2024, your Company has issued 1,00,00,000 warrants at a price of 170.00 per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value of 10/- each to following allottees, by way of preferential basis for an aggregate consideration of up to 170 crore.

S. No.	Name(s) of the Allottees	No. of Warrants for the respective allottee
	Non- Promoters, Public
1.	North Star Opportunities Fund VCC-Bull Value	35,00,000
	Incorporated VCC Sub-Fund
2.	Eminence Global Fund PCC- Eubilia Capital Partners	35,00,000
	Fund I
3.	Nexpact Limited	30,00,000
	Total	1,00,00,000

III. SUB-DIVISION/ SPLIT OF EQUITY SHARES

During the period under review, the Board of Directors of your Company approved, the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of 10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of 1.00 (Rupee One only) each, fully paid-up. Further, the members vide resolution passed by way of postal ballot on 19^thOctober 2024 approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company. After the requisite approvals of the Stock Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and CDSL, new ISIN (INE0FRK01020) was allotted to your Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where your Company is listed (BSE and NSE) effective from 08^th November 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company. As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the equity share capital structure of your Company post sub-division/ split of equity shares is as follows:

Type of Capital	No. of equity shares	Face Value (in )	Total Share Capital (in )
Authorised Share Capital	1,15,00,00,000	1	1,15,00,00,000
Issued, Subscribed and Paid-up Equity	98,44,60,000	1	98,44,60,000
Share Capital

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 2025 is as follows:

Name of Director	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 Financial Year Ms. Meena Choudhry [DIN: 10521713] and Ms. Priyanka Jain [DIN: 10729434] was appointed as Non-Executive - Independent Director on the board of the company w.e.f. 01.05.2024 and 01.10.2024 respectively and in the opinion of the Board, both the Independent Directors of the company are persons of high integrity, expertise and experience (including the proficiency).

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

Name	DIN/PAN	Date of appointment/ change in designation/ cessation	Nature of change (Appointment/ Change in designation / Cessation)	Designation
Alpesh Fatehsingh Purohit	07389212	01/04/2024	Cessation	Non-Executive Independent Director
Meena Choudhry	10521713	01/05/2024	Appointment	Non-Executive - Independent Director
Jayesh Nemchand Mehta	07239052	13/11/2024	Cessation	Non- Executive Independent Director
Priyanka Jain	10729434	01/10/2024	Appointment	Non-Executive - Independent Director

changes were made after the end of Financial Year 31^st March, 2025 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. Sanjay Chhabra [DIN: 00120792], Managing Director and Mrs. Kajal Chhabra [DIN: 00120914], 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 beenfurnished in the explanatory statement to the notice of the ensuing Annual General Meetingof 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 subsection (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 withan objective 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 14 (Fourteen) 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 2024-25, the Audit Committee met 10 (Ten) times on May 14, 2024, May 27, 2024, July 20, 2024, August 14, 2024, September 02, 2024, September 09, 2024, October 29, 2024, November 13, 2024, February 07, 2025 and February 13, 2025.

The composition and attendance of Audit Committee meetings are given below

S.	Name of the Member	Category	No. of Audit	No. of	Audit
No.			Committee	Committee
			Meetings held	Meetings attended
1.	Mr. Sunil Chordia (DIN: 02994743)	Chairman	10	10
	Non-Executive - Independent
	Director
2.	Mr. Sushil Kumar Gangwal (DIN:	Member	10	10
	09573928) Non-Executive -
	IndependentDirector
3.	*Mr. Jayesh Nemchand Mehta	Member	10	7
	(DIN: 07239052) Non-Executive -
	Independent Director
4.	**Ms. Priyanka Jain (DIN: 10729434)	Member	10	2
	Non-Executive Independent Director

Note:

*Mr. Jayesh Nemchand Mehta (DIN: 07239052) ceased to be Director and Member of the Committee w.e.f. 13^th November, 2024.

** Ms. Priyanka Jain (DIN: 10729434) has been appointed as Member of the Committee w.e.f. 13^th November, 2024.

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, 2025 98,44,59,950 (Ninety Eight Crore Forty Four Lakhs Fifty Nine Thousand Nine Hundred and Fifty) equity shares of the Company, representing 99.99% of the total equity shares, were held in dematerialised form and 50 (Fifty) equity shares were held in physical form by 1 (One) Member of the Company. The International Securities Identification Number (‘ISIN) allotted to the Companys shares under the Depository System is INE0FRK01020. Motisons Jewellers Limited was entered into agreement with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above-mentioned depositories. The equity shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd.

PREFRENCE SHARES

All the issued, subscribed and paid-up preference shares of the Company are in physical form bearing ISIN No. INE0FRK04016. MUFG Intime India Private Limited acts as the Registrar and Share Transfer Agent of the Company, to whom communications regarding change of address, transfer of shares, change of mandate etc. can be addressed by the members.

The detailed information is covered in the Corporate Governance Report forming part of thisAnnual 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 https://motisonsjewellers.com/policies.

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 2024-25. A declaration signed by the 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 displayedon the Companys website https://motisonsjewellers.com/policies.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of tradingof 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 non-compliances. The copy of the same is available on the website of the Company at https://motisonsjewellers.com/policies

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 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 2025, 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 2025 is Rs. 6,927.52/- 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.

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 stability and 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 https://motisonsjewellers.com/policies.

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 always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognized and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed,competency and time management skill of its employees.

As a company, we are sensitive to the needs of the employees and ensure that best practicesare adopted in the organization and conducive environment is created for growth of the employees. Employee career growth is the focus area of HR policy that aims to balance personal and professional growth.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, theannual return as on March 31, 2025 is uploaded on the website of the Company and is available at https://motisonsjewellers.com/annual-return.

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 https://motisonsjewellers.com/policies

CORPORATE GOVERNANCE REPORT

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from Bhawika Ramnani & Co., Company Secretaries confirming that the Company is andhas been compliant with the conditions stipulated under the Listing Regulations forms part ofthe 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 Companyduring the year.

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

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 had been 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 of the 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

In the 10^th Annual General Meeting (AGM) of the Company held on 29^th November 2021, M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration no. 141173W), were appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion ofthe 15^th AGM to be held in the year 2026 at such remuneration plus applicable taxes, out of pocket expenses, travelling and living expenses etc. as mutually agreed between the Board ofDirectors and the Statutory Auditors.

The Statutory Auditors have furnished their written consent and confirmation to the effect that they are not disqualified as Statutory Auditors of the Company in terms of the Companies Act, 2013, and rules framed thereunder.

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 2025 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

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,. CS Bhawika Ramnani (M. No. F11506), Practicing Company Secretary, Jaipur were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25 and the Secretarial Audit Report in the prescribed form MR-3 is annexed to this report as "Annexure-3".

The Report is self explanatory and there are no qualification, reservation or adverse remark in the Secretarial Audit Report of the Company for the Financial Year ended 31^st March, 2025and 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 2024-25 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 thefinancialyear2024-25.

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 tosection 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/ 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 Whole Time Director (Chairman of CSR Committee)	3	3
2.	Mr. Sanjay Chhabra	Managing Director (Member of CSR Committee)	3	3
3.	Mr. Sunil Chordia	Independent Non- Executive Director (Member of CSR Committee)	3	3

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 2024-25 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 https://www.motisonsjewellers.com/investors.

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, 2025 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 whichcould 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 of Significant Accounting Policies and Notes on Financial Statements attached to Financial Statements.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC ISSUE (IPO), IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO and Preferential Issue as mentioned in the objects of Offer in the Prospectus and Notice of Postal Ballot of the Company respectively.

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
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Company. Further, there were no expenditure incurred on Research and Development during the year under review.
(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, 2025 is as follows: (Amount in Lacs)

Particulars	31st March, 2025	31st March, 2024
Foreign Exchange Inflow	37.90	5.64
Foreign Exchange Outgo	--	--

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

We have a policy of zero-tolerance towards any form of sexual harassment which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and our policy is gender neutral.

During the period under review, no complaint had been received under the Act. Further, it ishereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and have given training to its employees. The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2024-25.

S. No.	Particulars	No. Complaints	of
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 was 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 any scheme 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 subSection (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.