T B Z Director Discussions


To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

Your Directors are pleased to present the Sixteenth Annual Report on the business and operations of your Company together with the audited financial statements and Auditor Rs.s Report for the financial year ended 31st March, 2023:

Financial Results:

The financial performance of your Company for the financial year ended 31st March, 2023 is summarized below:

Particulars

Standalone Financials

Consolidated Financials

31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22
( Rs. in Lacs) (Rs in Lacs) (Rs in Lacs) (Rs in Lacs)

Revenue from operations

239,362.59 184,383.95 239,362.59 184,383.95

Earnings before Finance Cost, Depreciation and Amortization

11,496.65 7,235.36 11,630.99 7,626.33

Add: Other Income

555.86 837.62 497.55 777.75

Less: Finance Cost

4,478.25 3,559.90 4,476.68 3,557.99

Less: Depreciation and Amortization expenses

2,421.69 2,225.50 2,447.65 2,251.40

Net Profit before Exceptional items & Taxes

5,152.58 2,287.58 5,204.20 2,594.70

Add: Exceptional items

Net Profit for the year before Taxes

5,152.58 2,287.58 5,204.20 2,594.70

Less: Provision for Taxes

Current Tax / MAT

1,304 517.00 1,304 517.00

MAT Credit

Deferred Tax charge

(118.83) 59.46 (118.83) 59.46

Provision pertaining to earlier years

Profit for the year

3,967.41 1,711.12 4,019.03 2,018.24

Add/(less): Other Comprehensive income

(69.75) 85.64 (69.16) 120.32

Total Comprehensive income for the year

3,897.66 1,796.76 3,949.87 2,138.56

Add/(less): Balance Brought Forward from Previous Year

28,630.96 28,502.46 27,893.15 27,422.86

Add/(less): Dividend for the year ended 31st March, 2021

(667.31) (1,668.27) (667.31) (1,668.27)

Surplus Available for Appropriation

31,861.31 28,630.96 31,175.72 27,893.15

Appropriations:

Transfer to General Reserve

- -

Total Appropriations

Surplus Available after Appropriation

31,861.31 28,630.96 31,175.72 27,893.15

Add: Balance in Security Premium Account

16,791.35 16,791.35 16,791.35 16,791.35

Add: Balance General Reserve

1,401.47 1,401.47 1,401.47 1,401.47

Add: Balance Capital Reserve

Balance carried forward to Balance Sheet

50,054.11 46,823.76 49,367.77 46,085.20

Financial Performance:

Your Company has reported revenue profit during the financial year 2022-23. Revenue from operations increased by 29.82% to Rs. 239,362.59 Lacs from Rs. 184,383.95 Lacs in the previous financial year. The profit before tax increased by 125.24 % to Rs. 5,152.58 Lacs, while net profit after tax increased 131.86 % to Rs. 3,967.41 Lacs.

The Gross Profit Margin for the financial year 2022-23 has increased to 11.13% as compared to 10.70 % in the previous financial year. In absolute terms the Gross Profit has increased to Rs. 26,652.30 Lacs as compared to Rs. 19,727.49 Lacs during the previous financial year.

The EBITDA for the financial year 2022-23 has increased to 4.80% as compared to 3.92% in the previous financial year.

Dividend:

Your Directors are pleased to recommend the Dividend of Rs. 1.75 (One Rupee Seventy Five Paise only) per Equity Share of face value of Rs. 10 each, i.e. 17.50% Dividend on Equity Capital for the financial year ended 31st March, 2023, will involve total cash outflow of Rs. 116,778,585 (Rupees Eleven Crores Sixty Seven Lacs Seventy Eight Thousand Five Hundred Eighty Five only), subject to the approval of Members at the ensuing Annual General Meeting, against an Dividend of Rs. 1 (One Rupee only) per Equity Share of face value of Rs. 10 (Rupees Ten only) each, i.e. 10% Dividend on Equity Capital of your Company for the financial year ended 31st March, 2022. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by your Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. The dividend, if approved at the ensuing Annual General Meeting (AGM), will be paid to all eligible members.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), and as per the SEBI Notification dated 5th May, 2021 has made the Dividend Distribution Policy applicable to top 1,000 listed entities by market capitalization. Pursuant to the aforesaid Notification, the Dividend Distribution Policy duly approved by the Board, which is available on the website of your Company and can be accessed at https://www.tbztheoriginal.com/storage/TBZ-Dividend%20 Distribution%20Policy.pdf.

The Dividend Distribution Policy is annexed herewith as "Annexure - H".

Changes in nature of business, if any:

During the financial year 2022-23, there was no change in nature of business of your Company.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financial year i.e. 31st March, 2023 till the date of signing of this Directors Rs. Report, affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2022-23 there was no change in the Authorised Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2022-23 there was no change in the Paid-up Share Capital of your Company.

Wholly Owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board Rs.s Report has been prepared on the basis of standalone financial statements and a report on performance and financial position of the wholly owned subsidiary included in the consolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company (www.tbztheoriginal.com). Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of your Company (www.tbztheoriginal.com). Members interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary company may write to the Company Secretary at your Company Rs.s corporate office or email to investors@tbzoriginal.com.

Your Company has constituted "Policy on Determining Material Subsidiaries" in accordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Company Rs.s website (www.tbztheoriginal.com) at the below link:

https://www.tbztheoriginal.com/storage/TBZ-Material%20

Subsidiarv%20Policv(1.4.19).pdf.

As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements of your Company incorporating its wholly owned subsidiary company is prepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosed herewith.

For the year under review, i.e. as on 31st March, 2023, your Company has one wholly owned subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited operates its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2022-23, has reported a total revenue of Rs. 1,922.87 Lacs and has incurred profit of Rs. 63.91 Lacs.

During the financial year 2021-22, your Company have applied and paid for total 9,93,960 (Nine Lakhs Ninety Three Thousand Nine Hundred Sixty) 7% Non-Cumulative Optionally Convertible Preference Shares (Series -I, Preference Share Capital) ( Rs.OCPS Rs.) of Rs. 100/- (Rupees One Hundred only) each, totaling to Rs. 9,93,96,000/- (Rupees Nine Crores Ninety Three Lakhs Ninety Six Thousand only).

During the financial year 2022-23, your Company has been allotted 9,93,960 7% Non-Cumulative Optionally Convertible Preference Shares (OCPS) on Rights Basis total amounting to Rs. 9,93,96,000/- (Rupees Nine Crores Ninety Three Lakhs Ninety Six Thousand only).

Performance of wholly owned subsidiary company:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 ( Rs.the Act Rs.), a statement containing salient features of Financial Statements of wholly owned subsidiary company in Form AOC-1 is annexed as Rs.Annexure - A Rs..

Your Company does not have any Associate or Joint Venture Companies. Your Company has adopted a Policy for determining the criteria of material subsidiaries which can be viewed on your Company Rs.s website at www. tbztheoriginal.com.

Performance / State of Company Rs.s Affairs:

As on 31st March, 2023, your Company was operating from thirty two stores in twenty five cities and twelve states, out of which your Company has twenty nine owned stores and

three franchise stores and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

Awards & Recognition:

During the year under review your Company has won "Retail Jeweller MD & CEO Awards 2023, Excellence in Leadership" in the category of Rs.Special Contribution to the Indian Retail Jewellery Industry Rs. in the award function of "Retail Jeweller India (RJI)"

New Products Launch & new initiatives:

During the financial year 2022-23 and till the date of signing of this report your Company has launched following product as well as started new initiatives as follows:

(1) LEELA Bridal Jewellery:

LEELA Bridal Jewellery, The New Bridal Jewellery collection launched in 2022-23 for the bridal season in December is exclusively designed new launch for 2223 for today Rs.s Indian bride melded with modernity & imbibing the Indian culture. The Bridal Gold & Diamond Jewellery collection starts from 2 Lakhs only and caters to all the brides of India & the unique cultures which are true to TBZ-The Original Rs.s ethos for being the best Indian wedding jeweler.

(2) Jewellery making starting from 399/gm for festive:

Your Company launched a lucrative making from Rs. 399/gm initiative to answer customer feedback & cater to growing customer needs for festive season.

(3) True Challenge

Your Company launched True Challenge for customers to break the myth of TBZ-The Original being expensive by showcasing the overall cost of Jewellery which comes out to be lower than just comparing gold price in isolation. This saw an increase in walk-ins from campaign to non-campaign period.

(4) Tie ups with major banks:

Your Company has tied up with major banks like SBI for Festive season of Dhanteras in which the bank sponsored cashback to TBZ customers. Your company has also done corporate tie ups with American Express for special offers to their customers from TBZ-The Original for limited time periods.

(5) Festive Shoot & Digital Reels for special occasions:

Your Company had an extensive shoot with Sara Ali Khan Pataudi for festive season and launched the campaign during Dhanteras. Your company also

released the Sara & Mom (Amrita Singh} ad during festive season to showcase jewellery being bought as a gift & not just for bridal. Your company also shot many digital reels with Sara for special occasion wishing and launched them on social media.

(6) Influencer Campaigns:

Your Company launched multiple influencer campaigns in an attempt to attract younger and newer customers showcasing TBZ Jewellery and launch of new collections.

(7) Collections:

Your Company launched new collections such as Navya, Svara (Gold} Hues (Diamond} Kavya (Bangles}, Varlaxmi (South} catering to the different audiences across Pan India and also attracting younger women to stores with attractive price points and range.

Credit Rating

During the year under review your Company has carried out one Credit Ratings from CRISIL. CRISIL has reviewed the Credit Rating on the bank facilities of your Company at Rs.CRISIL BBB+/ Stable Rs. (Reaffirmed} vide CRISIL Rating Rationale Letter dated 24th May, 2023 bearing Letter No. RL/ TBZPL/317287/BLR/0523/61047 which is stated as follows:

Total Bank Loan Facilities Rated

Rs. 625 Crores

Long-Term Rating

CRISIL BBB+/Stable (Reaffirmed}

The details of the Credit Rating are available on your Company Rs.s website (www.tbztheoriginal.com} at the below link:

https://www.tbztheoriginal.com/storage/TBZ Credit Ratings CRISIL 250523.pdf

Increase in Inventories:

The inventory of your Company as on 31st March, 2023 has increased by Rs. 1,719.53 Lacs as compared to the inventory on 31st March, 2022. The increase in inventory is due to upcoming festival season.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Hedge Accounting / Derivative Financial Instruments:

Embedded Derivative:

An embedded derivative is a component of a hybrid (combined} instrument that also includes a non-derivative host contract - with the effect that some of the cash flows

of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative cause some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified variable. Your Company enters into purchase gold contract, in which the amount payable is not fixed based on gold price on the date of purchase, but instead is affected by changes in gold prices in future. Such transactions are entered to protect against the risk of gold price movement in the purchased gold. Accordingly, such unfixed payables (gold loan} are considered to have an embedded derivative. Your Company designates the gold price risk in such instruments as hedging instruments, with gold inventory considered to be the hedged item. The hedged risk is gold prices movement.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes there in are generally recognised in profit and loss.

At the inception of a hedge relationship, your Company formally designates and documents the hedge relationship to which your Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes your Company Rs.s risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument Rs.s fair value in offsetting the exposure to changes in the hedged item Rs.s fair value attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Commodity forward contract of NIL lots (NIL Kgs} outstanding as on 31st March, 2023 (31st March, 2022: NIL Kgs was outstanding}. Hedging profit / loss is NIL as on 31st March, 2023 (31st March, 2022: NIL}.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financial year under review with related parties were in the ordinary course of business and on an arm Rs.s length basis and is in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large. There were no materially significant Related Party Transactions made by

your Company during the year that required shareholders Rs. approval under Regulation 23 of the Listing Regulations.

All related party transactions are placed before the Audit Committee and before the Board for their 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 audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arm Rs.s length basis and hence there is no information to be provided as required under Section 134(3}{h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of transactions with related parties as required are provided in Form AOC-2 annexed as Rs.Annexure - B Rs..

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Company Rs.s website (www.tbztheoriginal.com) at the below link; https://www.tbztheoriginal.com/storage/TBZ-Policv-on- Materialitv-and-Dealing-with-Policv(2022)Ver4.pdf

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Indian Accounting Standard (Ind AS) - 24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review, your Company has transferred Rs. NIL to the General Reserve.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

Fixed Deposits / Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy is available on your Company Rs.s website (www.tbztheoriginal.com) at the below link: https://www.tbztheoriginal.com/storage/TBZ-CSR%20 Policv(03.05.21)Rev-Ver-3.pdf

Your Company is committed towards the "Corporate Social Responsibility (CSR)" initiatives as per the requirement of Section 135 of the Companies Act, 2013 ("Act"). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)", for the financial year 2022-23, your Company has shortlisted the specific activities/ projects in the area of (a) Rs.Promoting Healthcare including Preventive Healthcare Rs., which is falling under item (i) of Schedule VII of the Act;

(b) Rs.Promoting Education Rs. which is falling under item (ii) of Schedule VII of the Act and (c) Rs.Promoting gender equality and women Rs.s empowerment which is falling under item (iii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

Your Company is required to spend a total amount of Rs. 7,863,672 (Rupees Seventy Eight Lakhs Sixty Three Thousand Six Hundred Seventy Two only) towards CSR activities for the financial year 2022-23 as per the requirement of Section 135 of the Companies Act, 2013. Your Company has made the required contribution in full to the various NGO Rs.s associated with your Company for the CSR activities for the financial year 2022-23. Your Company has actually spent Rs. 7,864,037 (Rupees Seventy Eight Lakhs Sixty Four Thousand Thirty Seven only) towards CSR activities of your Company for the financial year 2022-23. As

on 31st March, 2022 the amount of Rs. 365/- (Rupees Three Hundred Sixty Five only) was spent In excess towards the CSR activities of your Company for the financial year 202223. In accordance with Section 135 of the Companies Act, 2013 read with the CSR Amendment Rules, your Company is in position to carry forward the excess amount spent in financial year 2023-24 of Rs. 365/- (Rupees Three Hundred Sixty Five Only) up to immediate succeeding three financial year as per the provision of Section 135 of the Companies Act, 2013 read with sub-rule (3) of Rule 7 of Companies (Corporate Social Responsibility Policy) Rules, 2014.

Your Company is fully committed to make contributions towards CSR Activities of your Company as per the requirement of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure - C".

Business Risk Management:

Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) (Second Amendment) Regulations, 2021, vide Notification dated 5th May, 2021 has amended the requirement of Regulation 21(5) shall be applicable to top 1,000 (which was earlier 500) listed entities by market capitalization as at the end of the immediate previous financial year.

Your Company has already voluntarily constituted the Risk Management Committee, which has now been mandatory for top 1,000 companies as per the SEBI Notification dated 5th May, 2021. To identify elements of risk in different areas of operations and to follow better Corporate Governance in the true letter and spirit, your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company Rs.s competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Company Rs.s endure is to maximize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors and the majority of unorganized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

Disclosure under Section 164(2) and confirmation of registration of Independent Directors with Independent Directors Databank:

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have complied the registration with Independent Directors Databank.

Directors:

Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director of your Company is not liable to retire by rotation and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company who are liable to retire by rotation; were all re-appointed by the Members of your Company at its 13th Annual General Meeting of your Company dated 30th September, 2020, based on the approval of the Board of Directors of your Company on recommendation of the members of the Nomination & Remuneration Committee of your Company, for the period of five years from 1st January, 2021 to 31st December, 2025 and fixation of remuneration for the period of three years i.e. from 1st January, 2021 to 31st December, 2023.

in accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, independent Directors are not liable to retire by rotation and for the purpose of calculation of Rs.total number of Directors Rs. who are liable to retire by rotation this shall not include independent Directors. Mr. Shrikant Zaveri (DiN: 00263725), Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director of your Company, retires by rotation at the 16th Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a second term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); Independent Directors of your Company were re-appointed for the second term of five consecutive years from 1st April, 2019 to 31st March, 2024, at the 11th Annual General Meeting of your Company held on 31st July, 2018. Mrs. Sudha Pravin Navandar (DIN: 02804964) was appointed as an Independent Director (Non-Executive Woman Independent Director) for the first term of consecutive five years from 1st April, 2021 to 31st March, 2026, at the 14th Annual General Meeting held on 16th September, 2021. Independent Directors shall not be liable to retire by rotation.

During the financial year 2022-23, Mr. Sanjay Asher (DIN: 00008221), Independent Director of your Company resigned w.e.f. close of business hours from 27th October, 2022, due to personal reasons. Post 31st March, 2023 and before the date of signing of this report, Mr. Kamlesh Vikamsey (DIN: 00059620), Independent Director resigned w.e.f. close of business hours on 13th April, 2023 due to personal reasons. To fill the casual vacancy, the Board of Directors based on the approval and recommendation of members of Nomination and Remuneration Committee has appointed Mr. Ramesh Chandak (DIN: 00026581) as Additional Director (Independent Director, Non-Executive) w.e.f. 21st June, 2023.

The Board of Directors in the Board Meeting dated 1st August, 2023, have considered Mr. Ramesh Chandak Rs.s (DIN: 00026581), diverse skills, leadership capabilities, accounting and financial expertise, general management and Industry knowledge. Mr. Chandak has done post qualification course

on Advanced Management Programme on leading change and organisational renewal at Harvard Business School, USA and he provides individualised leadership coaching, strategy, succession planning and management services. The Board of Directors in view of the above and based on the experience and diverse knowledge of Mr. Chandak, and on the recommendation of the Nomination and Remuneration Committee, proposes the name of Mr. Ramesh Chandak (DIN: 00026581) to the Members to appoint as an Independent Director (Non-Executive) of the Company by way of Special Resolution at the ensuing 16th Annual General Meeting of the Company for the period of 5 (five) consecutive years commencing from 21st June, 2023 up to 20th June, 2028. The Independent Director shall not be liable to retire by rotation.

Familiarization / Orientation Program of Independent Directors:

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on your Company Rs.s website (www.tbztheoriginal.com) at below link: https://www.tbztheoriginal.com/storage/TBZ-Famili-Prog- ID(22-23).pdf

Independent Directors / Statement of declaration by Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulations 16(1)

(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and confirmation of registration with Independent Director Rs.s Database:

The Independent Directors have given declarations to your Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and Regulations 16(1 )(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Rs.the Listing Regulations Rs.).

The Board of Directors of your Company confirms that the Independent Directors fulfill the conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the management. List of Key skills, expertise and core competencies of the Board is

provided in the Corporate Governance Report forming part of this Annual Report.

The Board of Directors of your Company confirms that the Independent Directors have given their confirmation / declaration to your Company, that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director Rs.s database maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of your Company as on 31st March, 2023:

1. Mr. Shrikant Zaveri, Chairman & Managing Director

2. Ms. Binaisha Zaveri, Whole-time Director

3. Ms. Raashi Zaveri, Whole-time Director

4. Mr. Mukesh Sharma, Chief Financial Officer (CFO)

5. Mr. Niraj Oza, Head - Legal & Company Secretary

Your Company does not have separate position of Chief Executive Officer (CEO), as all the responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. Shrikant Zaveri, Chairman & Managing Director of your Company.

During the financial year 2022-23, Mr. Saurav Banerjee, Chief Financial Officer (CFO) of your Company resigned from the position of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of your Company w.e.f. end of day of 13th May, 2022 and he will continue with your Company till 31st May, 2022 to facilitate effective handover to the incoming CFO. Mr. Mukesh Sharma, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) was appointed w.e.f. 16th May, 2022.

Brief profile of Mr. Mukesh Sharma, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP):

Mr. Mukesh Sharma is a Chartered Accountant and a company secretary. Mr. Mukesh brings with him over 2 decades of experience in Food Retailing, Fashion, Commercial Real Estate, constructions, manufacturing and retailing among others. His Experience spans across Business Finance, Budgetary Control, financial controlling, Risk Management & Governance, Financial Reporting to Board, System & Process Development, M&A, Fund raising, Taxation management and creating value for various stake holders. Prior to joining us, Mr. Mukesh worked with Future Group in various roles. His immediate past assignment was with Virtuous Retail group as Financial Controller handling various SPVs.

Annual Evaluation of Performance / Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improved performance at the three levels; organizational, Board and Individual Board Member. It encourages the leadership, teamwork, accountability, decision making, communication and efficiency of the Board. Evaluation also ensures teamwork by creating better understanding of Board dynamics, management relations and thinking as a group within the Board. The process includes multi layered evaluation based on well-defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own performance, Board Committees, individual Directors, Chairperson of your Company.

As required under Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of your Company was also held on 8th February, 2023 to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of your Company and the Board.

The performance of the Board / Committee was evaluated after seeking inputs from all the Directors / Committee members on the basis of the defined criterial including composition and structure effectiveness of meeting, information and functioning.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of following evaluation criteria:

• Relevant knowledge, expertise and experience.

• Devotion of time and attention to your Company Rs.s long-term strategic issues.

• Discussing and endorsing your Company Rs.s strategy.

• Addressing the most relevant issues for your Company.

• Professional conduct, ethics and integrity.

• Understanding of duties, roles and function as Independent Director.

Your Directors have expressed satisfaction to the evaluation process.

The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, forming part of this Annual Report.

Nomination, Remuneration and Evaluation Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation. In compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy of your Company includes qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees is framed with the object of attracting, retaining and motivating talent which is required to run your Company successfully. As per the requirement of Listing Regulations, the Nomination, Remuneration and Evaluation Policy is forming a part of Directors Rs. Report as "Annexure - E".

The same is available on your Company Rs.s website (www.tbztheoriginal.com) at the below link; https://www.tbztheoriginal.com/storage/TBZ-Nom, Remu.&Eval.Policy.pdf

Board and Committee Meetings / Number of Meetings:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met six times during the year and members of the Audit Committee met four times during the year.

During the financial year 2022-23, six Board Meetings were convened and held on 5th May, 2022, 14th May, 2022, 1st August, 2022, 14th November, 2022 8th February, 2023 and 29th March, 2023. Total five Audit Committee Meetings were convened and held on 5th May, 2022, 14th May, 2022, 1st August, 2022, 14th November, 2022 and 8th February, 2023. The details of the meetings held and attended by Directors are shown in the Corporate Governance Report. The intervening gap between the two Meetings was less than one hundred and twenty days in compliance with the provisions of Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The required quorum as prescribed under Section 174(1) of the Companies Act, 2013, was present in all the Board and Committee meetings. During the year, a separate meeting of the Independent Directors was held on 8th February, 2023 without the attendance of non-independent directors and members of the management as per Regulation 25(3) of SEBI

(Listing Obligation and Disclosure Requirements), 2015. All Independent Directors were present at the said meeting.

Directors Rs. Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by your Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that your Company Rs.s internal financial controls were adequate and effective during Financial Year 2022-23.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures;

(b) that they 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 your Company at the end of the Financial Year ended 31st March, 2023 and of the profit of your Company for that date;

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) t hat they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively;

(f) that they have devised proper systems to ensure the compliance with all applicable laws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March, 2023 were reviewed by the Audit Committee before being placed before the Board.

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

The information as required under Section 134(3)(m) of the Companies Act, 2013 Rule 8 of the Companies (Accounts) Rules, 2014, for the financial year ended as on 31st March, 2023, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

the Companies Act, 2013 ( Rs.the Act Rs.) and Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015}. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees Rs. direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also available on your Company Rs.s website (www.tbztheoriginal.com) at the below link: https://www.tbztheoriginal.com/storage/TBZ-Whistle%20 Blower%20Policy(01.04.19).pdf

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 897 as on 31st March, 2023. Employee Relations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013}:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ("ICC") has been set up from the senior management (with women employees constituting the majority) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Directors further state that during the year under review, there were no complaint /cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. {There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31st March, 2023 for redressal}.

Earnings -

Rs. NIL

Outflow -

Rs. NIL

Significant and Material Orders passed against your Company by the Regulators or Courts or Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company Rs.s operations in future.

Audit Committee:

The Audit Committee comprises of three Independent Directors namely Mr. Kamlesh Vikamsey as Chairman of the Committee and Mr. Ajay Mehta and Mrs. Sudha Navandar as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any {in compliance with the provisions of Section 177 (10) of

The status of cases/ complaint filed, disposed of and pending In respect of Sexual Harassment of Women at Workplace for the financial year ended as on 31st March, 2023 (i.e. from 1st April, 2022 to 31st March, 2023) as given below;

Opening Cases/ complaint as on 1st April, 2022

Cases/ complaint filed during the year ended 31st March, 2023 Cases/ complaint disposed of during the year ended 31st March, 2023 Cases/ complaint pending as on 31st March, 2023

NIL

NIL NIL NIL

Particulars of Employees:

Disclosure 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 in the Annual Report. (Refer "Annexure - F").

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, a statement showing the names and other particulars of top ten employees are provided in the Annual Report. (Refer "Annexure - G").

Extract of Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for financial year 2022-23 is uploaded on the website of your Company and the same is available at https://www.tbztheoriginal.com/storage/TBZ-F MGT-7- 31 03 23-Draft.pdf.

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ( Rs.Listing Regulations Rs.), a detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms part of this Annual Report. Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder Rs.s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor Rs.s Certificate as per the requirements of Para E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR):

As required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of Business Responsibility & Sustainability Report (BRSR) is not applicable to your Company.

General Shareholder Information:

General Shareholder Information is given in Item No. VII of the Report of Corporate Governance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial years 2022-23 and 2023-24. Your Company Rs.s shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services. Your Company has paid Annual Custodial Fees to both Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for the financial years 2022-23 and 2023-24.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months form the effective date. Your Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during November, 2015.

Adequacy of Internal Financial Controls with reference to financial statements:

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that your Company Rs.s internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31st March, 2023.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company Rs.s business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems periodically.

During the year, the Internal Auditor performed comprehensive assessments at various locations and across all functional departments. The Audit Committee regularly reviews the audit findings and corrective measures taken thereon to ensure the efficacy of the Internal Control process. The system of Internal Control is structured to verify that financial and other documents are accurate in compiling financial reports and other data, and in maintaining transparency for individuals.

Internal Control Systems are implemented to safeguard your Company Rs.s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement Indian Accounting Standards (Ind AS).

Stakeholders Relationship:

Stakeholders Rs. relations have been cordial during the year. As a part of compliance, your Company has constituted Stakeholders Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013

and as per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 to consider and resolve the grievances of security holders of your Company. There were no investors Rs. grievances pending as on 31st March, 2023. The confirmation to this effect has been received from KFin Technologies Limited, Registrar and Share Transfer Agent of your Company.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company Rs.s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Annual Report along with Notice of 16th Annual General Meeting of your Company will be sent to all Members whose email addresses are registered with your Company/ Depository Participant(s). For members who have not registered their e-mail addresses, are requested to register the same with their respective Depository Participants. For this financial year physical copies of Annual Report 2022-23 will be sent to those members who specifically request the same.

Employee Stock Option Scheme (ESOP):

For the current financial year 2022-23, your Company do not have any open Employee Stock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant to Section 129(3) and all other applicable provisions of the Companies Act, 2013 and as per Regulation 33(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and prepared in accordance with the Indian Accounting Standards (Ind AS) - 110 and all other

applicable Indian Accounting Standards (Ind AS) prescribed by the Institute of Chartered Accountants of India, in this regard.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ( Rs.IEPF Rules Rs.), all unclaimed dividends are required to be transferred by your Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF during the financial year 2022-23 and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information section of Corporate Governance Report which is forming part of this Annual Report.

Disclosure on compliance with Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Secretarial Auditor Rs.s Report:

The Secretarial Audit was carried out by M/s. Pramod S. Shah & Associates, (PCS Registration No. 3804) for the Financial Year ended on 31st March, 2023.

The Report given by the Secretarial Auditors is in Form Rs.MR - 3 Rs. annexed herewith as "Annexure - D" and forms integral part of this Annual Report.

The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

IBC Code & One-time Settlement

There is no proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of your Company with any bank or financial institution.

Statutory Auditors Rs. Report:

The observations made in the Auditors Rs. Report of M/s. Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 101720W/W100355), Chartered Accountants for the year ended 31st March, 2023, read together with the relevant notes thereon, are selfexplanatory and hence do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors Rs. Report to the Members does not contain any qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report. The Audit Report is enclosed with the financial statements forming part of this Annual Report.

Statutory Auditors:

At the 13th Annual General Meeting of your Company held on 30th September, 2020 the Members approved appointment of M/s. Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 101720W/W100355) as Statutory Auditors of your Company to hold office for a continuous period of five years, i.e. from conclusion of 13th Annual General Meeting of your Company until the conclusion of 18th Annual General Meeting of your Company (i.e. for the FY 2020-21 until FY 2024-25).

The Statutory Auditors have issued a clean report on the financials of your Company and have not issued any qualifications for the financial year ended 31st March, 2023.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates (PCS Registration No. 3804), a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company for the year ended 31st March, 2023. The Board of Directors of your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to carry out Secretarial Audit of your Company for financial year 2023-24. The Secretarial Auditors have confirmed that, they are not disqualified to be appointed as the Secretarial Auditors of your Company for the financial year 2023-24.

Internal Auditors:

in compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee has appointed M/s. Deloitte Touche Tohmatsu india LLP (Firm Registration No. AAE-8458), Chartered Accountants as internal Auditors of your Company for financial year 2023-24.

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:

• Details relating to deposits covered under Chapter V of the Act.

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

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

• Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its wholly owned subsidiaries.

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

Acknowledgement:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges. Your Board looks forward for the long-term future with confidence, optimisms and full of opportunities.

Cautionary Statement:

Statement in the Board Rs.s Report and the Management Discussion and Analysis describing your Company Rs.s objectives, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. important factors that could influence your Company Rs.s operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Tribhovandas Bhimji Zaveri Limited

Shrikant Zaveri

Raashi Zaveri

Chairman & Managing Director

Whole-time Director

(DIN: 00263725)

(DIN: 00713688)

Date: 1st August, 2023

Place: Mumbai