Tribhovandas Bhimji Zaveri Ltd Directors Report

To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

Your Directors are pleased to present the Eighteenth (18^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements and Auditors Report for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarised below:

(Rs. In Lacs)

	Standalone		Consolidated
Particulars	31-Mar-25 31-Mar-24		31-Mar-231-Mar-24
Revenue from operations	2,62,048.42	2,29,894.35	2,62,048.42	2,29,894.35
Earnings before Finance Cost, Depreciation and Amortisation	17,609.48	13,816.62	17,294.44	13,933.97
Add: Other Income	490.58	628.42	436.35	575.93
Less: Finance Cost	5,613.28	4,984.40	5,611.22	4,982.43
Less: Depreciation and Amortisation expenses	2,515.69	2,342.88	2,543.41	2,368.84
Net Profit before Exceptional items & Taxes	9,971.10	7,117.76	9,576.18	7,158.63
Add: Exceptional items	-	-	-	-
Net Profit for the year before Taxes	9,971.10	7,117.76	9,576.18	7,158.63
Less: Provision for Taxes
Current Tax / MAT	2,563.51	1,861.55	2,563.52	1,861.55
MAT Credit	-	-	-	-
Deferred Tax charge	(12.31)	(145.67)	(12.31)	(145.67)
Provision pertaining to earlier years	184.90	-	186.15	-
Profit for the year	7,235.00	5,401.88	6,838.82	5,442.75
Add/(less): Other Comprehensive income	(100.54)	(160.89)	(103.46)	(162.38)
Total Comprehensive income for the year	7,134.46	5,240.99	6,735.36	5,280.37
Add/(less): Balance Brought Forward from Previous Year	35,934.49	31,861.29	35,287.51	31,174.95
Add/(less): Dividend for the year ended	(1,167.79)	(1,167.79)	(1,167.79)	(1,167.79)
31st March, 2025
Surplus Available for Appropriation	41,901.16	35,934.50	40,855.06	35,287.51
Appropriations:
Transfer to General Reserve	-	-	-	-
Total Appropriations	-	-	-	-
Surplus Available after Appropriation	41,901.16	35,934.50	40,855.06	35,287.51
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	60,093.98	54,127.32	59,047.88	53,480.33

2. PERFORMANCE / STATE OF COMPANYS AFFAIRS:

The Company has reported revenue profit during the financial year 2024-25. Revenue from operations increased by 13.99% to Rs. 2,62,048.42 Lacs from Rs. 2,29,894.35 Lacs in the previous financial year. The profit before tax increased by 40.10% to Rs. 9,971.10 Lacs, while net profit after tax increased by 33.9% to Rs. 7,235.00 Lacs.

The Gross Profit Margin for the financial year 2024-25 has increased to 13.66% as compared to 13.05% in the previous financial year. In absolute terms, the Gross Profit has increased to Rs. 35,784.76 Lacs as compared to Rs. 29,996.83 Lacs during the previous financial year.

The EBITDA for the financial year 2024-25 has increased to 6.72% as compared to 6.01% in the previous financial year.

During the year under review the Company has opened 3 franchise stores and closed 1 franchise store. Further, as on 31^st March, 2025, the Company was operating from 35 stores in 27 cities and 13 states, out of which your Company has 30 owned stores and 5 franchise stores.

Post 31^st March, 2025 and before signing of this Directors Report, the Company has opened 2 owned stores. As on date of signing of this Directors Report your Company was operating from 37 stores in 27 cities and 13 states out of which 32 stores are its own stores and 5 franchise stores.

3. DIVIDEND:

Your Directors are pleased to recommend the Dividend of Rs. 2.25/- (Two Rupees Twenty five Paise only) per equity share of face value of Rs. 10 each, i.e. 22.50% Dividend on Equity Capital for the financial year ended 31^st March, 2025, will involve total cash outflow of Rs. 15,01,43,895/- (Rupees Fifteen Crores One Lac Forty Three Thousands Eight Hundred Ninety Five only), subject to the approval of Members at the ensuing Annual General Meeting ("AGM"), against 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 of your Company for the financial year ended 31^st March, 2024.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. The dividend, if approved at the ensuing AGM, will be paid to all eligible Members.

4. CHANGES IN NATURE OF BUSINESS, IF ANY:

During the financial year 2024-25, there was no change in nature of business of your Company.

5. SHARE CAPITAL:

During the year under review, there has been no change in the authorised and paid-up share capital of the Company.

6. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Tribhovandas Bhimji Zaveri (Bombay) Limited is a wholly owned subsidiary of the Company which operates its manufacturing activities at 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai – 400067. During the year under review, it has reported income from operations amounting to Rs. 1,933.04 Lacs and its net loss stood at Rs. 279.58 Lacs.

Pursuant to Section 129(3) of the Companies Act, 2013 (hereinafter referred as "the Act"), read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 forms part of the Consolidated Financial Statements (CFS). The Audited Financial Statements of the subsidiary companies are kept open for inspection by the Members at the Corporate Office of the Company. The Company shall provide a copy of the financial statements of its subsidiary companies to the Members upon their request. The statements are also available on the website of the Company at https://www.tbztheoriginal.com. The Company does not have any Associate or Joint Venture Companies.

7. INDIAN ACCOUNTING STANDARD (IND AS):

The financial statements for the year 2024-25 have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

8. 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 Act and as per Regulation 33(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations") and prepared in accordance with the Ind AS – 110 and all other applicable Ind AS prescribed by The Institute of Chartered Accountants of India, in this regard.

9. AWARDS & RECOGNITION:

During the year under review the Company had won the award at Retail Jeweller India Forum- MD & CEO Awards 2025 in "Exemplary Value creation for Shareholders 2025" category.

10. CREDIT RATING:

The details pertaining to credit rating obtained or assigned during the year under review is given in Corporate Governance Report forming part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

12. CORPORATE GOVERNANCE:

In terms of Regulation 34 of Listing Regulations, a report on Corporate Governance along with a Certificate from a Statutory Auditors, regarding compliance of the conditions of Corporate Governance, is appended as ‘Annexure I.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As required under Regulation 34(2)(f) of Listing Regulations, the requirement of Business Responsibility & Sustainability Report is not applicable to the Company.

14. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which endeavors dual objective of appropriate reward to shareholders through dividends and ploughing back earnings to support sustained growth. The policy is available on the website of the Company at https://www. tbztheoriginal.com/investors/dividend-distribution-policy-under-regulation-43a.

15. INVESTMENTS & DIVESTMENTS:

During the year under review, the Company has not made any investment / divestment.

16. RELATED PARTY TRANSACTIONS:

The framework for dealing with related party transactions is given in the Corporate Governance Report. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties referred in Section 188(1) of the Act read with the rules made thereunder. All the related party transactions were in the ordinary course of business and on an arms length basis and therefore, disclosure in Form AOC-2 is not applicable to the Company. There were no material significant related party transactions entered into by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. The Related Party Transactions Policy as approved by the Board has been uploaded on the Companys website. In accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes to Financial Statements for the financial year 2024-25.

17. VIGIL MECHANISH / WHISTLE BLOWER:

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/ framed from time to time. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

Pursuant to Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted Whistle Blower Policy. The details of the same are provided in the Corporate Governance Report.

18. EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Company neither have any open Employee Stock Option Scheme nor granted any fresh stock option to its employees.

19. DETAILS OF BOARD MEETINGS:

During the year, five (5) Board Meetings were held. The details of the meetings are provided in the Corporate Governance Report.

20. BOARD COMMITTEES:

A detailed update on the Committees, its composition, number of Committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report. During the year under review, all the recommendations made by the Committees were accepted by the Board.

21. TRANSFER TO RESERVES:

During the year under review, no transfers were made to general reserve.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the standalone financial statements provided in this Annual Report.

23. PUBLIC DEPOSITS:

The Company has not accepted any deposit falling within the per view Section 73-76A of the Act read with Companies (Acceptance of Deposit) Rule, 2014 during the financial year and as such, no amount on account of principal on interest on deposit from public/ Member was outstanding as on 31^st March, 2025.

24. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, the Company has undertaken projects in accordance with the CSR Policy. The details of the CSR projects, unspent CSR amount and reason for the amount being unspent are given in ‘Annexure II.

25. RISK MANAGEMENT:

The Company has a well-defined risk management framework. The Company has in place a mechanism to inform the Audit Committee / Board about the risk assessment and minimisation procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of properly defined framework.

The Board of Directors at their meeting held on 11^th February, 2025 has considered and approved the dissolution of the Risk Management Committee and noted that the provisions of Regulation 21 of Listing Regulations are not applicable to the Company.

The Risk Management Committee of the Board of Directors was voluntarily constituted by the Company. Further post dissolution of the Risk Management Committee and pursuant to the requirement of Listing Regulations, the Company has laid down the process / policy to inform Audit Committee / Board

Members about the risk assessment and minimisation procedures. Accordingly, the Company periodically submits the said report to the Audit Committee / Board for their review.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meeting held on 6^th August, 2025, recommended the re-appointment of Ms. Binaisha Zaveri for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Ms. Binaisha Zaveri possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. The Board recommends re-appointment of Ms. Binaisha Zaveri for the consideration of the Members of the Company at the forthcoming AGM.

Brief Profile and other information of Ms. Binaisha Zaveri as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal for re-appointment forms part of the Notice of the AGM.

Appointment / Re-appointment

The Board of Directors by way of Circular Resolution on 20^th June, 2024, based on the recommendation of Nomination and Remuneration Committee, appointed Ms. Preeti Sadarangani (DIN: 09659135) as an Additional Director (Independent, Non-Executive) of the Company for a period of 5 (five) years w.e.f 20^th June, 2024 till 19^th June, 2029, subject to approval of the Members of the Company. Subsequently, the Members at their 17^th AGM held on 10^th September, 2024 approved the appointment of Ms. Preeti Sadarangani as Non-Executive (Independent) Director of the Company for a period of 5 (five) years w.e.f 20^th June, 2024 till 19^th June, 2029.

Further, as recommended by Nomination and Remuneration Committee and subject to the approval of Members of the Company at the ensuing AGM, the Board of Directors at their meeting held on 6^th August, 2025 has considered and approved the following: ⁿ Re-appointment of Mr. Shrikant Zaveri (DIN: 00263725) as Chairman & Managing Director of the Company for a period of 5 (five) years with effect from 1^st January, 2026 to 31^st December, 2030, not liable to retire by rotation;

ⁿ Re-appointment of Ms. Binaisha Zaveri (DIN: 00263657) as Whole-time Director of the Company for a period of 5 (five) years with effect from 1^st January, 2026 to 31^st December, 2030, liable to retire by rotation;

ⁿ Re-appointment of Ms. Raashi Zaveri (DIN: 00713688) as Whole-time Director of the Company for a period of 5 (five) years with effect from 1^st January, 2026 to 31^st December, 2030, liable to retire by rotation;

ⁿ Re-appointment of Ms. Sudha Pravin Navandar (DIN: 02804964) as Non-Executive (Independent) Director of the Company for a second term of 5 (five) consecutive years commencing from 1^st April, 2026 to 31^st March, 2031, not liable to retire by rotation.

The Company has also received necessary declarations / disclosures from the Directors seeking re-appointment. Brief Profile and other information of in respect of the above appointees as required under Regulation 36(3) of Listing Regulations and Secretarial Standard - 2 are given in the Notice of the AGM. The above proposal(s) for re-appointment forms part of the Notice of the AGM.

Key Managerial Personnel

Mr. Niraj Oza, Head – Legal & Company Secretary of the Company had tendered his resignation and was relieved from his duties with effect from close of business hours of 23^rd August, 2024. The Board places on record its appreciation to Mr. Niraj Oza for his contribution during his tenure as Head – Legal & Company Secretary of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Arpit Maheshwari as Company Secretary and Key Managerial Personnel of the Company with effect from 4^th September, 2024.

27. BOARD EVALUATION:

The details of evaluation of Directors, Committees and Board as a whole are given in the Corporate Governance Report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

ⁿ in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ⁿ they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afiairs of the Company as at the end of the financial year and of the profit of the Company for that period;

ⁿ they have taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

ⁿ they have prepared the Annual Accounts on a ‘going concern basis;

ⁿ they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

ⁿ they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

29. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. Further, the Companys Independent Directors have afirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

30. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, a copy of the Annual Return of the Company is uploaded on the website of the Company at https:// www.tbztheoriginal.com/storage/TBZ-FfiMGT-7(31-03-25).pdf.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the 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 the Companys internal financial controls were adequate and effective during Financial Year 2024-25. Further, the details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under Section 134(3)(m) of the Act, Rule 8 of the Companies (Accounts) Rules, 2014, for the financial year ended as on 31^st March, 2025, are as under:

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

Foreign Exchange earnings and outflow: Earnings - NIL

Outflow - NIL

33. AUDITORS AND AUDIT REPORTS:

Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 101720W/W100355), have been appointed as the Statutory Auditors of the Company, for the first term of five (5) consecutive years from the conclusion of 13^th AGM till the conclusion of the 18^th AGM.

The Board on the recommendation of the Audit Committee, proposed to re-appoint M/s. Chaturvedi & Shah LLP, Chartered Accountants as the Statutory Auditors of the Company, for the second term of 5 (five) consecutive years from the conclusion of 18^th AGM till conclusion of the 23^rd AGM (i.e. for the FY 2025-26 until FY 2029-30).

Statutory Auditors have given their confirmation that their appointment as Statutory Auditors of the Company, if made, shall be in compliance with the provisions of Sections 139 and 141 of the Act and related rules thereto. The proposal for re-appointment forms part of the Notice of the AGM.

Auditors Report

The Auditors Report on the financial statements for the financial year ended 31^st March, 2025 is issued with unmodified opinion and does not contain any qualifications, reservations or adverse remarks. The Audit Report is enclosed with the financial statements forming part of this Annual Report.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and related rules thereto, M/s. Pramod S. Shah & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is appended as ‘Annexure - III.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors Report for the financial year 2024-25.

Further, pursuant to the recent amendment made in Listing Regulations vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December, 2024, the Board on the recommendation of the Audit Committee, proposed to appoint M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, a peer-reviewed firm as the Secretarial Auditors of the Company, for the first term of 5 (five) consecutive years from the conclusion of 18^th AGM till conclusion of the 23^rd AGM (i.e. for the FY 2025-26 until FY 2029-30).

M/s. Pramod S. Shah & Associates, Practicing Company Secretaries have given their confirmation that their appointment as Secretarial Auditors of the Company, if made, shall be in compliance with the applicable provisions the Act and Listing Regulations. The proposal for appointment forms part of the Notice of the AGM.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board and General Meetings.

Internal Auditors:

M/s. Ernst & Young LLP, (Firm Registration No. LLP-4343), Chartered Accountants have carried out Internal Audit of the Company for financial year 2024-25. Based on the recommendation of Audit Committee, the Board at their Meeting held on 22^nd May, 2025 have re-appointed them as Internal Auditors of the Company for the financial year 2025-26.

34. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF:

During the year under review, there was no instance of one-time settlement with banks or financial institutions.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR:

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Pursuant to the requirement of Section 134(3)(q) of the Act 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.

37. NOMINATION AND REMUNERATION POLICY:

The details of the Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees are given in the Corporate Governance Report and is disclosed on the websiteoftheCompanyathttps://www.tbztheoriginal. com/storage/TBZ-Nom%2CRemu.%26Eval.Policy.pdf.

38. PARTICULARS OF EMPLOYEES:

The information pertaining to the remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ‘Annexure – IV which forms part of this Report. In terms of provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to the Members of the Company. The said information is available for inspection at the Corporate Office of the Company during working hours and any Member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Directors and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

39. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the Company has obtained Compliance Certificate from the Managing Director and the Chief Financial Officer.

40. REPORTING OF FRAUD:

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 Act details of which needs to be mentioned in this Report.

41. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. No complaints were received during the year under review.

42. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

43. GENERAL DISCLOSURES:

Your Directors state that: ⁿ There were no events relating to receipt of any remuneration or commission from any of its subsidiary companies by Chairman & Managing Director / Whole time Directors of the Company;

ⁿ There were no events relating to non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

ⁿ No disclosure or reporting is required relating to deposits covered under Chapter V of the Act;

ⁿ There were no events for issue of equity shares with differential rights as to dividend, voting or otherwise;

ⁿ There were no events for issue of shares (including sweat equity shares) to employees of your Company under any scheme;

ⁿ Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company; and

ⁿ During the year under review, the Company has complied with the provisions of Maternity Benefits Act, 1961.

44. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere 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 Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the achievements of the Company. The Board looks forward for the long-term future with confidence, optimism and full of opportunities.

45. CAUTIONARY STATEMENT:

Statement in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, expectations or forecasts may be forward-looking 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 the 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.

For and on behalf of the Board of Directors of

Tribhovandas Bhimji Zaveri Limited

Date: 6th August, 2025	Shrikant Zaveri
Place: Mumbai	Chairman & Managing Director
	(DIN: 00263725)