RBZ Jewellers Ltd Directors Report

To,

The Members,

RBZ JEWELLERS LIMITED

Your directors have pleasure in presenting their 17th Annual Report together with Audited Financial Statement for the year ended 31st March 2025.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operation	53014.85	32743.93
Total Income	53075.23	32781.70
Profit before Finance Costs, Depreciation, Exceptional Items and Taxation	6489.41	3860.20
Financial Cost	954.15	761.19
Depreciation and Amortization Expenses	284.33	136.56
Profit/(Loss) before Tax After Extra Ordinary Items	5250.93	2962.45
Provision of Tax
Current tax	1347.00	690.00
Deferred Tax Charge/(Credit)	(23.86)	31.31
Short provision for earlier years	47.94	84.25
Profit/ (Loss) for the year, net of tax from continuing Operations	3879.85	2156.89
Other Comprehensive (Income)/Loss for the year (net of tax)	(6.01)	(4.13)
Net Profit/(Loss) after Tax	3885.86	2161.02

2. REVIEW OF OPERATION

Your directors are pleased to inform that the Revenue from operation of the Company for the financial year 2024-25 increased by 61.91% to 53014.85 Lakhs as against 32743.93 Lakhs in the previous year. During the year under review, the Company has earned net profit of 3885.86 Lakhs as against the net profit of 2161.02 Lakhs in the previous year witnessing an increase of approximately 79.82%. Barring unforeseen circumstances, your directors are hopeful of achieving better financial performance in the coming years.

3. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

4. TRANSFER OF RESERVES

The Company did not transfer any sum to general reserves for the year ending 31st March 2025.

5. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of the business during the Financial Year ended March 31, 2025.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

7. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

8. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, setting out the parameters for the declaration and distribution of dividends. The Policy is available on the website of the Company at https://rbziewellers.com/wp-content/uploads/2025/04/Dividend-Distribution-Policv.pdf

9. FINANCE

In the month of August 2024 Federal Bank has sanctioned to the Company working capital upto 25.00 Crore and In the month of March 2025 Bandhan Bank has sanctioned to the Company working capital up to 25.00 Crore.

1. In the month of February 2025, the company has repaid Term Loan of 19.50 Crores to the ICICI Bank and the Company have nil dues/ outstanding loans with the said Bank as on date.

10. LISTING WITH STOCK EXCHANGE

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) on December 27, 2023. The listing fee for the Financial years 2023-24 and 2024-25 & 2025-26 are paid to both the Stock Exchanges

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

12. SHARE CAPITAL OF THE COMPANY

A. Authorized Share Capital

The present Authorized Capital of the company is 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of 10/- (Rupees Ten Only) each as on March 31,2025.

B. Issued, Subscribed and Paid-up Share Capital:

Issued, Subscribed and Paid-up Share Capital of the Company is 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 Equity Shares of 10/- each.

C. Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

D. Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

F. Employees Stock Option Plan

Your Company has not issued any shares under any Stock Option Scheme to the employees.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Composition of the Board of Directors

As on 31st March 2025 the Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including Two (2) Women Independent Directors. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings during FY 2024-25 are provided in the Corporate Governance Report which forms part of this Report.

II. Directors retiring by rotation

Mr. Harit Rajendrakumar Zaveri (DIN: 02022111), Joint Managing Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself reappointment.

Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

III. Change In Directors

Mrs. Nirupa Kiran Bhatt, Non-Executive Independent Woman Director of the Company resigned from the Board of Directors of the Company due to her personal reason with effect from 31st March 2025. The Board places on record its deep appreciation for the valuable contribution made by Mrs. Nirupa Kiran Bhatt, during her tenure as member of Board of the Company.

Mr. Rajiv Nitin Mehta has been appointed as an Additional Director designated as non-executive independent Director of the Company w.e.f. 30th June 2025 for a period of 2 years. His appointment as a Non-executive Independent additional Director is proposed in the upcoming Annual General Meeting of the Company.

IV. Disqualification of Director

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from Mr. Vasant B. Patel (COP No. 3848), Company Secretary in Practice and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India ("SEBI") or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the FY 2024-25.

V. Annual Compliance Affirmation

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct for Board of Directors and senior management Personnel.

VI. Key Managerial Personal

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act,2013 as on 31st March 2025 are as follows:

Name	Designation
Mr. Rajendrakumar K. Zaveri	Chairman & Managing Director
Mr. Harit R. Zaveri	Joint Managing Director & CFO
Mrs. Heli Akash Garala	Company Secretary & Compliance Officer

Mr. Harshvardhan Bhardwaj, who was appointed as Chief Financial Officer of the Company on 22nd March 2023, has resigned due to his personal reason with effect from 05th September 2024.

Mr. Harmil Dhumenbhai Shah, who was appointed as Chief Financial Officer of the Company on 05th September 2024 has resigned due to his personal reason with effect from 11th February 2025.

Mr. Harit Rajendrakumar Zaveri, Joint Managing Director of the Company has been appointed and designated as Chief Financial Officer of the Company w.e.f. 12th February 2025.

VII. Declaration By Independent Directors

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

VIII. Statement Regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. As per the recent amendments of the

Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Companys Independent Directors have already passed the online proficiency self-assessment test.

IX. Evaluation of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, during the year under review the annual performance evaluation of the Board, its Committees and each Director has been carried out.

14. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. During the financial year 2024-25, the Company has obtained following Credit rating:

No.	Date	Agency	Facilities	Current Rating
1.	27/06/2024	CRISIL Ratings	Long term Bank Facilities (Fund Based)	CRISIL BBB/ Positive (Reaffirmed)
			Short Term Banks Facilities (Non-Fund Based)	CRISIL A3+ (Reaffirmed)
2.	31/01/2025	CARE Ratings Limited	Long Term Bank Facilities	CARE BBB+; Stable
			Long Term / Short Term Bank Facilities	CARE BBB+; Stable / CARE A3+

15. FAMILIARIZATION PROGRAM

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Companys codes & policies. The Policy for Familiarization Programs for Independent Directors is available on the Companys website and can be accessed through https://rbzjewellers. com/wp-content/uploads/2025/04/Familiarisation-Programme-for-Independent-Directors.pdf

16. NUMBER OF BOARD MEETINGS

The Board met 07 (Seven) times during the Financial Year 2024-25. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees or provided security (ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

18. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

a) Conservation of Energy

Your Company is taking utmost care to conserve energy wherever possible.

b) Technology Absorption

During the year under review, there was no technology absorption,

c) Foreign Exchange Earnings and Outgo

During the year, your Companys foreign exchange earnings were NIL from export of the goods and there was no foreign exchange outgo.

20. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationships with its employees at all levels. Your directors place on records their appreciation for the significant contribution made by the employees through their competence, hardworking, sustained efforts, co-operation, and support.

21. HUMAN RESOURCES

We firmly believe that our dedicated workforce is our most valued asset. It is through their diligent efforts, hard work, and perseverance that we have been able to deliver encouraging financial results. We are a Great Place to Work-certified Company and remain committed to understanding the needs of our employees and proactively investing in initiatives focussed on their professional development and overall well-being.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report. The Annual Report on CSR activities is annexed to this Report as Annexure - A. The CSR policy is available on your Companys website https://rbziewellers.com/policies/

23. ANNUAL RETURN

The Annual Return for Financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Companys website https://rbziewellers.com/annual-returns/

24. RISK MANAGEMENT POLICY

The Company has developed a suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanisms for risk evaluation and mitigation and the risk management process.

25. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

26. FRAUD REPORTING

A one-of incident involving employee misconduct at a retail outlet (value 1.98 Crores) was identified and reported in full compliance with Section 143(12) of the Companies Act, 2013. The Company took swift action, including filing an FIR and enhancing internal controls. There were no other frauds reported during Financial year. The Company remains committed to strong governance and operational integrity.

27. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: -

a) That in the preparation of the annual accounts for the year ended 31st March, 2025; the applicable Accounting Standards had been followed and there are no 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 of the Company for the year ended 31st March, 2025.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) The Directors had laid down internal financial control 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 are adequate and operating effectively.

28. AUDITORS AND THEIR REPORT

I. Statutory Auditors:

M/s. Sorab S. Engineer & Co., Chartered Accountants, (Firms Registration No.110417W), were appointed as statutory auditors of the company in the 16th Annual General meeting (AGM) held on 30th September, 2024 to hold office for a term of five years from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting of the Company to be held in the year 2029. The Auditors Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

II. Secretarial Auditors and Report

Pursuant to provision of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with circulars issued thereunder from time to time and section 204 and other applicable provisions of the Companies Act 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended or re-enacted from time to time) and based on the recommendation of the Audit Committee, M/s. Vasant Patel & Associates, Practicing Company Secretaries (CP No. 3848, Firm Registration No. S2011GJ150600, Peer Review No: 1567/2021), be and is hereby appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this Report as "Annexure-C". With regard to the observation of the Secretarial Auditors that there were few instances of delay in filing of forms with the Ministry of Corporate Affairs which were filled with additional fees, it is stated that there were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filed with additional fees.

III. Cost Auditors and Report

The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.

IV. Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder, the Board of Directors of your Company has appointed M/s. Ashok K. Bhatt & Co., Chartered Accountant (ICAI FRN NO: 137669W) as an Internal Auditors of the Company for the financial year 2024-25.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

30. RELATED-PARTY TRANSACTIONS

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions which is also available on Companys website at https:// rbziewellers.com/wp-content/uploads/2025/04/Policv-On-Materialitv-Of-Dealina-With-Related-Partv-Transactions-.pdf .

31. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

32. INSURANCE

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The Company has constituted an Internal Complaint Committee, known as Anti Sexual Harassment Committee, to address the concerns and complaints of sexual harassment and to recommend appropriate action. Pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 disclosure indicating the compliant under the act are as under:-

1. The number of sexual harassment complaints received during the year: Nil

2. The number of such complaints disposed of during the year: Nil

3. The number of cases pending for as on the end of the Financial Year: Nil

34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. Your Company complies with the applicable provisions of the Maternity Benefit Act, 1961.

35. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

36. CORPORATE GOVERNANCE REPORT

Pursuant to regulation 34 of the SEBI (LODR) Regulations, 2013, Corporate Governance report for the year ended 31st March, 2025 with a detailed Compliance report thereon forms an integral part of this report. It also includes a certificate from M/s. Vasant Patel & Associates Practicing Company Secretaries in respect of compliance with the provisions of the SEBI (LODR), Regulation, 2014 related to Corporate Governance.

37. SECRETARIAL STANDARDS

The Secretarial Standards as issued by the Institute of Company Secretaries of India, have been complied during the year under review.

38. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended to the Boards Report as Annexure -B

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during working hours. Any shareholder interested in obtaining a copy of the same may write to investor@rbziewellers.com.

The Details of Number of Employees as on 31st March 2025 is as under:

Total No. of Employees	Male	Female	Transgender
285	229	56	-

39. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. The Vigil Mechanism is available on the website of the Company at https://rbziewellers.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf .

40. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ instances during the year under review: -

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Issue of any equity shares under Employees Stock Option Scheme.

• Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement with any Bank or Financial Institution.

41. APPRECIATION

The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward to their continued support.

		On behalf of the Board of Directors,
		For, RBZ JEWELLERS LIMITED,
	Mr. Rajendrakumar K. Zaveri	Mr. Harit R. Zaveri
Date: 12th August 2025	Chairman & Managing Director	Joint Managing Director & CFO
Place: Ahmedabad	(DIN:02022264)	(DIN :02022111)