Sunraj Diamond Exports Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

Sunraj Diamond Exports Limited.

Your directors have pleasure in presenting the 35th Annual Report and Audited Statement of Accounts of your Company for the year ended 31st March, 2025.

Financial Results:

The salient features of the Companys working for the year under review are as under:

				(Rs. in hundreds)
Particulars	Standalone		Consolidated	Consolidated
	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Sales and other Income	201,940.09	2,98,304.94	201,041.30	2,97,385.75
Profit/(Loss) before interest & depreciation	188,763.93	(43,456.97)	10,390.32	13394.07
Less: Interest Expenses	0	3.47	0	3.47
Profit/(Loss) before Depreciation	13,176.16	(43,460.44)	10,390.32	13,390.60
Less: Depreciation	2,459.94	2825.73	2,394.31	2825.73
Profit/(Loss) Before Taxation	10,716.22	(46,286.17)	7,996.01	10,564.87
Less: Provision for Taxation (net)	NIL	NIL	NIL	NIL
Less/(Add): Taxes	(2,016.64)	(26,629.65)	(2,016.64)	(26,629.65)
Profit/(Loss) for the year	8,699.58	(72,915.82)	5,979.38	(16,064.78)
Add: Reserves & Surplus brought forward from Previous year	(372,801.08)	(2,99,885.26)	(440,282.43)	(4,24,217.65)
Balance carried to Balance sheet	(364,101.50)	(372,801.08)	(434,303.05)	(440,282.43)

Operations:

Your Company has recorded a turnover of Rs. 201,940.09/- (Amount in Hundreds) and has earned a Profit Before Tax of Rs. 10,716.22/- (Amount in Hundreds), on standalone basis, during the year under review. There has been no change in nature of business of the company. The board is optimistic about the future growth of the company.

Dividend:

With a view to conserving the resources of your Company, your directors have decided not to recommend Dividend for the year.

Material changes and commitment affecting financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2025, and the date of the Directors report.

Board of Directors and its meetings:

The composition of the board of directors of the company as on 31st March, 2025 is as follows:

Sr. No. Name of Director	Designation	DIN
1. Sunny Sunil Gandhi	Whole-Time Executive Director & Promoter	00695322
2. Shruti Sunny Gandhi	Non-Independent Non-Executive Director	06947535
3. Shivil Kapoor	Non-Executive Independent Director	08616488
4. Pravin Dahyabhai Shah	Non-Executive Independent Director	08000282

Following changes took place in the constitution of board of directors during the financial year 2024-25:

a. Mr. Shivil Kapoor was re-appointed as the Non-Executive Independent Director of the Company for another term of five years vide Special Resolution passed by the members of the company at the 34th Annual General Meeting of the Company held on 23rd September, 2024.

Further, in accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunny Sunil Gandhi (DIN: 00695322) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for the said re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the 35th Annual General Meeting (AGM).

Further Mr. Sunny Sunil Gandhi was appointed as the Whole-time Director of the Company for the period of 3 years and holds office till 30th September, 2025. The Board upon the recommendation of the Nomination and Remuneration Committee recommends the reappointment of Mr. Sunny Sunil Gandhi for another tenure of 3 years.

Details of the Director seeking re-appointment as required to be given as per the Companies Act, 2013 and Secretarial Standards shall be annexed to the Notice of the Annual General Meeting.

Four (4) meetings of the Board of Directors were held during the year. The Meetings were held on:

(a.) Wednesday, 29th May, 2024;

(b) Tuesday, 13th August, 2024;

(c) Tuesday, 05th November, 2024; and

(d.) Friday, 31st January, 2025 respectively.

The time gap between any two meetings did not exceed one hundred and twenty days.

Name of the Director	Meeting entitled to attend	MeetingsAttended
Sunny Sunil Gandhi	4	4
Shruti Sunny Gandhi	4	4
Shivil Kapoor	4	4
Pravin Dahyabhai Shah	4	4

Committees of the Board:

As on 31st March, 2025, the Board has constituted Three (3) Committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

A. Audit Committee:

Your Company has constituted an Audit Committee as per section 177 of the Companies Act, 2013.

The composition of the Audit committee as on 31st March, 2025 is as follows:

Name of Member	Designation	Nature of Directorship
Shivil Kapoor	Chairman	Independent Director
Sunny Sunil Gandhi	Member	Whole-time Director
Pravin Dahyabhai Shah	Member	Independent Director

The details of Meetings held during the year are as follows:

Sr. No.	Dates of Meetings	Meeting entitled to attend	MeetingsAttended
1.	29/05/2024	3	3
2.	13/08/2024	3	3
3.	05/11/2024	3	3
4.	31/01/2025	3	3

B. Nomination and Remuneration Committee:

The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.

The Composition of the Nomination and Remuneration Committee as on 31st March, 2025 is as follows:

Name of Member	Designation	Nature of Directorship
Shivil Kapoor	Chairman	Independent Director
Shruti Sunny Gandhi	Member	Director
Pravin Dahyabhai Shah	Member	Independent Director

The details of Meetings held during the year are as follows:

Sr. No.	Dates of Meetings	Meeting entitled to attend	Meetings Attended
1.	13/08/2024	3	3
2.	31/01/2025	3	3

C. Stakeholders Relationship Committee:

The stakeholder relationship committee is constituted as per the provisions of Section 178(5) of the Companies Act, 2013.

The composition of the Stakeholders Relationship Committee as on 31st March, 2025 is as follows:

Name of Member	Designation	Nature of Directorship
Shruti Sunny Gandhi	Chairperson	Director
Sunny Sunil Gandhi	Member	Whole-time Director
Pravin Dahyabhai Shah	Member	Independent Director

The details of Meetings held during the year are as follows:

Sr. No.	Dates of Meetings	Meeting entitled to attend	Meetings Attended
1.	29/05/2024	3	3
2.	13/08/2024	3	3
3.	05/11/2024	3	3
4.	31/01/2025	3	3

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Sunny Sunil Gandhi, Whole time Director, Mr. Prakash Indulal Mehta, Chief Financial Officer and Mr. Anshul Garg, Company Secretary are the Key Managerial Personnels of the Company.

Board Evaluation:

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

• Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the members of the Board, with regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

• Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements.

• Individual Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

The Directors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors:

Necessary declarations have been obtained from all the Independent Directors under Section 149 (6) of the Companies Act, 2013 and Regulations 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary, Joint Venture or Associate Companies:

The Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi Commodities Centre (DMCC), UAE in the name of Sunraj Diamonds DMCC.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Sunraj Diamond DMCC in prescribed format of Form AOC-1 is annexed as Annexure-A.

Pursuant to Section 136 of the Companies Act, 2013 the Company is exempted from attaching

to its Annual Report, the financials of the Subsidiary Company viz. Sunraj Diamonds DMCC as the same is listed on the website of the company.

The financial statements of the subsidiary Company are kept open for inspection for the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statements of its subsidiary company to the shareholders upon their request free of cost.

Related Party Transactions:

During the financial year ended as on 31st March, 2025, the Company has not entered into any related party transactions ("RPT") requiring the approval of the Board of Directors pursuant to Section 188(1) of the Companies Act, 2013.

Further, no RPT, exceeding the applicable threshold prescribed pursuant to Rule 15(3)(a) of the Companies (Meetings of Board and its Powers) Rules, 2014, requiring members approval was entered into by the Company during the financial year 2024-25.

There being no related party transaction requiring the approval pursuant to Section 188 of the Companies Act, 2013, the disclosure in Form AOC-2 is not required to be annexed to this report.

Further, the information on related party transactions as per Ind AS-24 are provided in Note No. 28 of the Standalone Financial Statements forming part of the Annual Report.

Particulars of Loans, Guarantees or Investments;

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provision is not applicable.

Annual Return;

In accordance with the provisions of the Companies Act, 2013, the annual return in the prescribed format of Form MGT-7 is available at the website of the Company www.sunrajdiam.onds.com..

Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure-B.

Business Risk Management:

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/ objectives. Timely reports are placed before the board for considering various risks involved in the Company business/operations. The Board evaluates these reports and necessary/corrective actions are then implemented.

However, the company has not adopted a written risk management policy.

A brief report on risk evaluation and management is provided under Managements Discussion and Analysis Report forming part of this Annual Report as Annexure-B.

Internal Financial Controls:

The Company has in place, adequate systems and procedures, which commensurate with size of the Company, for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo, for the financial year ended 31st March, 2025 are as under:

(A) Conservation of energy:

(i) the steps taken or impact, on conservation of energy - Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy-efficient computers, processes and other office equipment.

(ii) the steps taken by the company for utilising alternate sources of energy - As stated above the company, since the operations of the company are not energy intensive, the company does not use any alternate source of energy for its business operations.

(iii) the capital investment on energy conservation equipments - The company has not made any capital investment on energy conservation equipments.

(B) Technology absorption:

The Company uses the latest technologies for improving the productivity and quality of its services. The Companys operations do not require significant import of technology and no import was made during the year by the Company. Further, no expenditure was incurred on Research and Development during the year under review. The Company has not entered into any technology transfer agreement.

(C) Foreign Exchange Inflow and Outgo:

Particulars with regards to foreign exchange expenditure and earning are given in Notes No. 26(b) of the notes to the accounts.

Corporate Social Responsibility (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

Directors Responsibility Statement:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern basis.

e) Internal financial controls laid down in the Company were adequate and operating effectively.

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

Share Registrar & Transfer Agent:

M/s. Adroit Corporate Services Private Limited ("ACSPL") was appointed as the Registrar & Share Transfer Agents of the Company. ACSPL is a SEBI registered Registrar & Share Transfer Agent. Investors are requested to address their queries, if any to ACSPL; however, in case of difficulties, as always, they are welcome to contact the Companys Compliance Officer.

Deposits:

The Company has not accepted any deposit from the public during the year within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-C to this Report.

The details of the employees who were in receipt of the remuneration amounting to the limits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D to this Report.

Vigil Mechanism:

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations and the same has been uploaded on the website of the company at weblink: https://www.sunrajdiamonds.com/pdf/companys-po1icies/ whist.1e-b1ower-and-vigi1-mechanism.pdf

Auditors:

A. Statutory Auditors:

M/s. Govind Prasad & Co., Chartered Accountants, FRN: 114360W, were appointed as the Statutory Auditors of the Company for a period of five years and holds office till the conclusion of the ensuing 35th Annual General Meeting.

Based on the recommendations made by the Audit Committee, the Board of Directors recommends the re-appointment of M/s. Govind Prasad and Co., Chartered Accountants having as the Statutory Auditor of the Company for another tenure of five years till the conclusion of the 40th Annual General Meeting to be held for the Financial Year 202930.

The Auditors had confirmed that they are eligible to conduct the audit of the company and holds a valid peer review certificate issued by ‘Peer Review Board of ICAI.

The Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2025 contains the following reservation(s), qualification(s) and/or adverse remark(s):

Sr. No. Qualifications made by Auditor	Explanations by the Board
1 The Company has not made the provision of employee cost with reference to the retirement benefitsof the employees	The Opinion of the Auditor is Selfexplanatory and Company is in process of complying the same and necessary compliance will be done in due course.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

B. Cost Auditors:

With reference to the Companies (Cost Records and Audit) Rules 2014, as prescribed by the Central Government in Section 148 of the Companies Act, 2013, the Company is not covered under the rules of the Companies (Cost Records and Audit) Rules, 2014, for maintenance of Cost records.

C. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, Mr. Kiran Doshi (COP: 9890), Proprietor of M/s. Kiran Doshi & Co., Practicing Company Secretaries (Peer Reviewed: 1977/2022) was appointed to undertake the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed herewith as Annexure-E.

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the company proposed the appointment of Mr. Kiran Doshi (COP: 9890), Proprietor of M/s. Kiran Doshi & Co., Practicing Company Secretaries (Peer Reviewed: 1977/2022) for a term of five financials years and to conduct the secretarial audit for FY 2025-26 - FY 2029-30.

The Secretarial Auditors Report for the financial year ended as on 31st March, 2025, contains the following reservation(s), qualification(s) and/or adverse remark(s):

Sr No Qualifications made by Secretarial Auditor

Explanations by the Board

1. The declarations for non-encumbrance given by the promoters under Regulation 31(4) of SEBI (SAST) Regulations, 2011 were not submitted with the Stock Exchange within 7 (Seven) days from the end of the Financial Year. However, the company had submitted the said declarations under regulation 31(4) with a delay of 17 (Seventeen) days.

Due to the sudden unavoidable medical circumstances & the surgical excision of a large bursa at the lateral malleolus of his right ankle, Mr. Sunny Gandhi, Whole-time Director of the Company was prescribed complete rest and was restricted from walking for a period of 8 to 12 weeks to ensure full wound healing and to prevent recurrence of bursitis. As Mr. Gandhi had been actively managing the affairs of the Company and was primarily responsible for co-ordinating the submission of the said declarations, the Company was unable to timely obtain the requisite signed declarations from the other promoters.

Reporting of frauds by Auditor:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

General:

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:

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

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

c) The Whole-time Director of the Company receiving any remuneration or commission from any of its subsidiaries.

Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company and the same has been uploaded on the companys website at https:// www.sunrajdiamonds.com/pdf/companys-po1icies/code-of-conduct.pdf.

All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. A Declaration signed by Mr. Suny Sunil Gandhi, Whole-time Director to this effect is annexed as Annexure-F to this report.

CFO Certificate pursuant to Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015:

A Certificate signed by Mr. Prakash Indulal Mehta, Chief Financial Officer to this effect is annexed as Annexure-G to this report.

Companys policy on directors appointment and remuneration:

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act is uploaded on the website of the Company at the web- link: https://www.sunrajdiamonds.com/pdf/companys-policies/remuneration-policy.pdf

Corporate Governance:

Since the Companys paid-up equity share capital and Net worth was within the threshold limits of Rs. 10 Crores and Rs. 25 Crores, respectively, as on the last day of the previous Financial Year i.e. as on 31st March, 2025, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Directors Report.

Significant or material orders passed by the Regulators or Courts or Tribunals:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The details of the complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

Compliance with the provisions of Maternity Benefit Act, 1961:

The Company is in compliance to the extent of applicable provisions of the Maternity Benefit Act, 1961.

Investor Education and Protection Fund:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years.

Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared up to financial year 2012-2013 (i.e. the last year in which dividends were declared), from time to time, to the IEPF established by the Government of India.)

Compliance with Secretarial Standard issued by Institute of Company Secretaries of India:

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Details of application /any proceeding pending under Insolvency and Bankruptcy Code 2016:

During the year under review there was no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions:

The Company has no loans outstanding from banks/financial institutions as on the end of the financial year 31st March, 2025 and no one-time settlement was done during the financial year 2024-25.

Acknowledgement:

The Directors wish to take this opportunity to express their sincere thanks to the Companys Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

	For and on behalf of Board of Directors
	Sunraj Diamond Exports Limited
	Sd/-	Sd/-
	Shruti Sunny Gandhi	Sunny Sunil Gandhi
	Director	Whole-time Director
	DIN: 06947535	DIN: 00695322
Place: Mumbai.
Dated: 04th August, 2025.