Tribhovandas Bhimji Zaveri Ltd Directors Report

To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

Your Directors are pleased to present the Seventeenth Annual Report on the business and operations of your Company together with the audited financial statements and Auditors Report for the financial year ended 31^st March, 2024:

Financial Results:

The financial performance of your Company for the financial year ended 31^st March, 2024 is summarized below:

	Standalone Financials		Consolidated Financials
Particulars	31-Mar-24	31-Mar-23	31-Mar-24	31-Mar-23
	(Rs in Lacs)	(Rs in Lacs)	(Rs in Lacs)	(Rs in Lacs)
Revenue from operations	229,894.35	239,362.59	229,894.35	239,362.59
Earnings before Finance Cost, Depreciation and Amortization	13,816.62	11,496.65	13,933.97	11,630.98
Add: Other Income	628.42	555.86	575.93	497.55
Less: Finance Cost	4,984.40	4,478.25	4,982.43	4,476.68
Less: Depreciation and Amortization expenses	2,342.88	2,421.69	2,368.84	2,447.65
Net Profit before Exceptional items & Taxes	7,117.76	5,152.58	7,158.63	5,204.20
Add: Exceptional items	-	-	-	-
Net Profit for the year before Taxes	7,117.76	5,152.58	7,158.63	5,204.20
Less: Provision for Taxes
Current Tax / MAT	1,861.55	1,304.00	1,861.55	1,304.00
MAT Credit	-	-	-	-
Deferred Tax charge	(145.67)	(118.83)	(145.67)	(118.83)
Provision pertaining to earlier years	-	-	-	-
Profit for the year	5,401.88	3,967.41	5,442.75	4,019.03
Add/(less): Other Comprehensive income	(160.89)	(69.75)	(162.38)	(69.16)
Total Comprehensive income for the year	5,240.99	3,897.66	5,280.37	3,949.87
Add/(less): Balance Brought Forward from Previous Year	31,861.29	28,630.94	31,174.95	27,893.16
Add/(less): Dividend for the year ended 31st March, 2024	(1,167.79)	(667.31)	(1,167.79)	(667.31)
Surplus Available for Appropriation	35,934.50	31,861.29	35,287.51	31,174.95
Appropriations:
Transfer to General Reserve	-	-	-	-
Total Appropriations	-	-	-	-
Surplus Available after Appropriation	35,934.50	31,861.29	35,287.51	31,174.95
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	54,127.32	50,054.11	53,480.33	49,367.77

Financial Performance:

Your Company has reported revenue profit during the financial year 2023-24. Revenue from operations decreased by 3.96% to Rs. 229,894.35 lacs from Rs. 239,362.59 lacs in the previous financial year. The profit before tax increased by 38.13% to Rs. 7,117.76 lacs, while net profit after tax increased 36.17 % to Rs. 5,401.88 lacs.

The Gross Profit Margin for the financial year 2023-24 has increased to 13.05% as compared to 11.13% in the previous financial year. In absolute terms, the Gross Profit has increased to Rs. 29,996.83 lacs as compared to Rs. 26,652.30 lacs during the previous financial year.

The EBITDA for the financial year 2023-24 has increased to 6.01% as compared to 4.80 % 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 31^st March, 2024, 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. 1.75 (One Rupee Seventy Five Paise only) per Equity Share of face value of Rs. 10 (Rupees Ten only) each, i.e. 17.50% Dividend on Equity Capital of your Company for the financial year ended 31^st March, 2023. 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 5^th 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 2023-24, 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. 31^st March, 2024 till the date of signing of this Directors Report, affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2023-24 there was no change in the Authorised Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2023-24 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 Boards 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 Companys 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 Companys 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 31^st March, 2024, 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 2023-24, has reported a total revenue of Rs. 2,091.47 Lacs and has incurred profit of Rs. 45.01 Lacs.

Performance of wholly owned subsidiary company:

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

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 Companys website at www. tbztheoriginal.com.

Performance / State of Companys Affairs:

As on 31^st March, 2024, your Company was operating from thirty three stores in twenty five cities and twelve states, out of which your Company has thirty owned stores and three franchise stores and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

During the year under review your Company has opened new store at Vapi, GIDC, Gujarat.

Post 31^st March, 2024 and before signing of this Directors Report, your Company has opened one more franchise store on 8^th July, 2024 at Jaipur, Rajasthan. As on date of signing of this Director Report your Company was operating from thirty four stores in twenty six cities and twelve states out of which thirty stores are its own stores and four franchise stores.

Awards & Recognition:

During the year under review, Mr. Shrikant Zaveri, Chairman & Managing Director of your Company, has been conferred with the prestigious "Gems and Jewellery Industry Legend" Award at the illustrious IIJS Tritiya 2023 event in Mumbai.

Additionally, Ms. Raashi Zaveri, Whole-time Director of the Company has won "Young Leader of the Year" Award at award ceremony of Retail Jeweller MD & CEO Awards 2024, Excellence in Leadership.

New Products Launch & new initiatives:

During the financial year 2023-24 and till the date of signing of this report your Company has launched following product as well as started new initiatives as follows:

1. Arya Collection - Accented with pearls, colourful beads and motifs, the Arya Collection was a gold necklace collection promoted in May of 2024. Set on sand and wood, surrounded by flowers, the campaign celebrated the regal and majestic limited collection.

2. Minakari Collection - Pastel hues that adorned the beautiful gold jewellery, Minakari collection was promoted in the month of September through informative posts that promoted Indian craftsmanship and heritage and its relevance in the modern world. A yellow gold with dye cutting and raw setting to make a piece that is traditional with an old-world charm of gold. Every piece with spray colours and filigree work. A lightweight antique designer piece which is inspired by Indian floral patterns. Coloured stones set in an antique designer collection of TBZ - The Originals newly launched lightweight pieces.

3. Amaya Bridal Collection - During the wedding season of 2023, the bridal collection of heavy gold and diamond jewellery was launched, weaving a story around the emotions that a bride goes through during the various functions of her wedding journey. With Indias finest jewellery designs, innovations, craftsmanship and uncompromised quality TBZ - The Original showcases their unmatched skill set. A special wedding collection replete with beautiful designs in Diamond and Gold jewellery can mesmerized you at a first glance.

4. Moonstruck Collection - Is a lightweight diamond collection. The #Moonstruck campaign showcased the beautiful pieces from this collection with visuals that perfectly symbolised its name. Starry and dark celestial backgrounds were used to perfectly highlight the jewellery on different podium styles.

Credit Rating

During the year under review, your Company has received/ carried out three Credit Ratings through the following:

a. CRISIL Limited on 24^th May, 2023

b. ICRA Limited on 30^th August, 2023.

c. CRISIL Limited on 13^th March, 2024 has withdrawn the credit ratings issued by them on 11 ^th March, 2024.

a. Credit Ratings carried through CRISIL Limited

on 24^th May, 2023:

CRISIL has reviewed the Credit Rating on the bank facilities of your Company for the amount of Rs. 625 Crores and given ratings of CRISIL BBB+/ Stable (Reaffirmed), vide CRISIL Rating Rationale Letter Ref. No. RL/TBZPL/317287/BLR/0523/61047 dated 24^th May, 2023 which is stated as follows:

Total Bank Loan Facilities Rated	Rs. 625 Crores
Long-Term Rating	CRISIL BBB+ / Stable (Reaffirmed)

b. Credit Ratings carried through ICRA Limited on 30^th August, 2023:

ICRA has reviewed the Credit Rating on the bank facilities of your Company for the amount of Rs. 625 Crores and given ratings of [ICRA] A- (Stable); assigned (pronounced ICRA "A minus"), vide ICRA Rating Rationale Letter Ref. No.: ICRA/ Tribhovandas Bhimji Zaveri Limited/30082023/01 dated 30^th August, 2023 which is stated as follows:

Total Bank Loan Facilities Rated	Rs. 625 Crores
Long-Term Rating	[ICRA] A- (Stable); assigned (pronounced ICRA "A minus")

c. Credit Ratings carried through CRISIL Limited and withdrawn on 13^th March, 2024:

CRISIL has reviewed the Credit Rating on the bank facilities of your Company on 11^th March, 2024 and withdrawn the Credit Rating vide letter dated 13^th March, 2024, for the amount of Rs. 625 Crores and the ratings of CRISIL BBB+/Stable (Reaffirmed and Withdrawn), which is stated as follows:

Total Bank Loan Facilities Rated	Rs. 625 Crores
Long-Term Rating	CRISIL BBB+ / Stable (Reaffirmed and Withdrawn)

The details of the Credit Rating are available on your Companys website (www.tbztheoriginal. com) at below links:

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

(2) https://www.tbztheoriginal.com/storage/ TBZ Credit Rating ICRA 310823.pdf

(3) https://www.tbztheoriginal.com/storage/ TBZ Credit Rating Withdrawn 130324. pdf

Decrease in Inventories:

The inventory of your Company as on 31^st March, 2024 has decreased by Rs. 2,554.99 lacs as compared to the inventory on 31^st March, 2023.

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 Companys 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 instruments fair value in offsetting the exposure to changes in the hedged items 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 31^st March, 2024 (31^st March, 2023: NIL Kgs was outstanding). Hedging profit / loss is NIL as on 31^st March, 2024 (31^st March, 2023: 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 arms 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 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 arms 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 Annexure - B.

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 Companys website (www.tbztheoriginal.com) at the below link:

https://www.tbztheoriginal.com/storage/TBZ-Policy-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 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 Companys website (www.tbztheoriginal.com) at the below link:

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

Policy(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 2023-24, your Company has shortlisted the specific activities/ projects in the area of (a)

Promoting Healthcare including Preventive Healthcare, which is falling under item (i) of Schedule VII of the Act; (b) Promoting Education which is falling under item (ii) of Schedule VII of the Act and (c) Promoting gender equality and womens 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. 9,275,784/- (Rupees Ninety Two Lakhs Seventy Five Thousand Seven Hundred and Eighty Four only) towards CSR activities for the financial year 2023-24 as per the requirement of Section 135 of the Companies Act, 2013. Your Company has made the required contribution in full to the various NGOs associated with your Company for the CSR activities for the financial year 2023-24. Your Company has actually spent Rs. 9,356,834/- (Rupees Ninety Three Lakhs Fifty Six Thousand Eight Hundred and Thirty Four only) towards CSR activities of your Company for the financial year 2023-24. As on 31^st March, 2024 the amount of Rs. 81,050/- (Rupees Eighty One Thousand and Fifty Only) was spent in excess towards the CSR activities of your Company for the financial year 2023-24. 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 2024-25 of Rs. 81,050/- (Rupees Eighty One Thousand and Fifty 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 5^th 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 5^th 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 Companys 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 Companys 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 reappointed by the Members of your Company at its 13^th Annual General Meeting of your Company dated 30^th 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 1^st January, 2021 to 31^st December, 2025 and fixation of remuneration for the period of twelve months i.e. from 1^st April, 2024 to 31^st March 2025.

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 total number of Directors 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. Raashi Zaveri (DIN: 00713688), Whole-time Director of your Company, retires by rotation at the 17^th 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); Independent Directors of your Company were re-appointed for the second term of five consecutive years from 1^st April, 2019 to 31^st March, 2024, at the 11^th Annual General Meeting of your Company held on 31^st 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 1^st April, 2021 to 31^st March, 2026, at the 14^th Annual General

Meeting held on 16^th September, 2021. Mr. Ramesh Chandak (DIN: 00026581) was appointed as an Independent Director (Non-Executive Independent Director) by way of Special Resolution for the first term of consecutive five years from 21^st June, 2023 to 20^th June, 2028, at the 16^th Annual General Meeting. Independent Directors shall not be liable to retire by rotation.

During the financial year 2023-24, Mr. Kamlesh Vikamsey (DIN: 00059620), Independent Director of your Company resigned w.e.f. close of business hours from 13^th April, 2023 due to personal reasons. Mr. Ajay Mehta (DIN: 00028405), Independent Director of your Company resigned w.e.f. close of business hours on 26^th March, 2024 due to personal reasons and other professional commitments. To fill recommendation of members of Nomination and Remuneration Committee has appointed Ms. Preeti Lakhmichand Sadarangani (DIN: 09659135) as Additional Director (Independent Director, Non-Executive) w.e.f. 20^th June, 2024.

The Board of Directors in the Board Meeting dated 5^th August, 2024, have considered Ms. Preeti Lakhmichand Sadarangani (DIN: 09659135), diverse skills, leadership capabilities, accounting and financial expertise, general management and Industry knowledge. The Board of Directors in view of the above and based on the experience and diverse knowledge of Ms. Preeti Lakhmichand Sadarangani (DIN: 09659135), and on the recommendation of the Nomination and Remuneration Committee, proposes the name of Ms. Preeti Lakhmichand Sadarangani (DIN: 09659135), to the Members to appoint as an Independent Director (Non-Executive) of the Company by way of Special Resolution at the ensuing 17^th Annual General Meeting of the Company for the period of 5 (five) consecutive years commencing from 20^th June, 2024 up to 19^th June, 2029. The Independent Director shall not be liable to retire by rotation. The Board of Directors of your Company has appointed Ms. Preeti Lakhmichand Sadarangani (DIN: 09659135) as member of the Audit Committee and the Nomination and Remuneration Committee w.e.f. 20^th June, 2024.

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 Companys 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 Directors 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 (the Listing Regulations).

The Board of Directors of your Company confirms that the Independent Directors fulfill the conditions specified in Section 149(6) ofthe Act and Regulation 16(1)(b) ofthe 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 Directors 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 31^st March, 2024:

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

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 7^th February, 2024 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 Companys long-term strategic issues.

• Discussing and endorsing your Companys 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 Report as "Annexure - E".

The same is available on your Companys website (www. tbztheoriginal.com) at the below link: https://www.tbztheoriginal.com/storage/TBZ- Nom.Remu.&Eval.Policv.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 four times during the year and members of the Audit Committee met four times during the year.

During the financial year 2023-24, four Board Meetings were convened and held on 24^th May, 2023, 1^st August, 2023, 6^th November, 2023, 7^th February, 2024. Total four Audit Committee Meetings were convened and held on 24^th May, 2023, 1 ^st August, 2023, 6^th November, 2023, 7^th February,

2024. 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 7^th February, 2024 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 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 Companys internal financial controls were adequate and effective during Financial Year 2023-24.

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 31 ^st March, 2024, 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 31^st March, 2024 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) that 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 31^st March, 2024 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 31^st March, 2024, 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:

Earnings - NIL

Outflow - 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 Companys operations in future.

Audit Committee:

The Audit Committee comprises of three Independent Directors namely Mrs. Sudha Navandar as Chairperson of the Committee and Mr. Ajay Mehta (member till 26^th March, 2024) and Mr. Ramesh Chandak as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee.

The members of the Committee appointed Mr. Ramesh Chandak Independent Director of the Company as the member of the Audit Committee w.e.f. 10^th July, 2023. Mr. Ajay Mehta Independent Director and Member of the Audit Committee ceased to be member on his resignation w.e.f. 26^th March, 2024. 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 Companies Act, 2013 (the Act) 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 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 Companys website (www.tbztheoriginal.com) at the below link: https://www.tbztheoriginal.com/storage/TBZ-Whistle%20 Blower%20Policv(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 997 as on 31^st March, 2024. 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 stated that during the year under review, there was one complaint received towards sexual harassment against one of the male employee of the Company. The Complaint was received in the form of email on 26^th December, 2023 and the same was forwarded to the members of Internal Complaint Committee ("ICC"). The Committee has followed due process and inquiry and has submitted their findings and report on 19^th March, 2024. Hence as on 31^st March, 2024 no complaint was remaining outstanding and pending to be resolved. The Company further stated that there are no court cases either filed or pending against the Company or pending in the court of law for the quarter under review pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 31^st March, 2024 (i.e. from 1^st April, 2023 to 31^st March, 2024) as given below:

Opening Cases/ complaint as on 1st April, 2023	Cases/ complaint filed during the year ended 31st March, 2024	Cases/ complaint disposed of during the year ended 31st March, 2024	Cases/ complaint pending as on 31st March, 2024
NIL	1	1	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 2023-24 is uploaded on the website of your Company and the same is available at https://www.tbztheoriginal.com/storage/TBZ-F MGT-7(31- 03-24).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, (Listing Regulations), 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 stakeholders 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 Auditors 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 2023-24 and 2024-25. Your Companys 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 2023-24 and 2024-25.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2^nd 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 1^st 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 Companys internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31^st March, 2024.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Companys 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 Companys 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 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 grievances pending as on 31^st March, 2024. 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 Companys 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 17^th 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 2023-24 will be sent to those members who specifically request the same.

Employee Stock Option Scheme (ESOP):

For the current financial year 2023-24, 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 (IEPF Rules), 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 2023-24 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 Auditors Report:

The Secretarial Audit was carried out by M/s. Pramod S. Shah & Associates, (PCS Registration No. 3804) for the Financial Year ended on 31^st March, 2024.

The Report given by the Secretarial Auditors is in Form MR - 3 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 I nsolvency 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 Report:

The observations made in the Auditors Report of M/s. Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 101720W/W100355), Chartered Accountants for the year ended 31 ^st March, 2024, read together with the relevant notes thereon, are selfexplanatory and hence do not call for any comment under Section 134 of the Companies Act, 2013.

The Auditors 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 13^th Annual General Meeting of your Company held on 30^th 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 13^th Annual General Meeting of your Company until the conclusion of 18^th 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 31^st March, 2024.

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 31^st March, 2024. 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 2024-25. The Secretarial Auditors have confirmed that, they are not disqualified to be appointed as the Secretarial Auditors of your Company for the financial year 2024-25.

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. Ernst & Young LLP, (Firm Registration No. LLP-4343), Chartered Accountants as Internal Auditors of your Company for financial year 2024-25.

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 Companys 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 Boards Report and the Management Discussion and Analysis describing your Companys 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 Companys 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.