Vega Jewellers Ltd Directors Report

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are provided in Annexure - 2 forming part of this Boards Report.

The Company has not accepted any public deposits during the Financial Year ended March 31, 2026, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process. The Board is of the opinion that there is no threat to the existence of the Company.

24. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

The Company has designated Mr. Naveen Kumar Vanama, Managing Director as a Nodal Officer for the purpose of IEPF.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy-efficient computers and purchase of energy-efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.
C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

I. AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

II. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

The Company is committed to improving the quality of life of the communities in which it operates. In line with its philosophy of looking beyond business," the Company endeavours to create a sustainable and positive impact on society and the environment. The Company believes in balancing its pursuit of corporate excellence with its social responsibilities.

Pursuant to the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee has formulated a CSR Policy, and the same is being implemented by the Company.

The composition of the Committee is as follows:

Pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy.

The Whistle Blower Policy provides a formal mechanism for Directors and employees of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. The mechanism ensures adequate safeguards against victimization of persons who avail of the same and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

It is hereby affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the Companys website and can be accessed at:

The Company is committed to conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, integrity and ethical behaviour. The Whistle Blower Policy applies to all employees of the Company.

During the financial year under review, the Company could not approach BSE Limited within the prescribed period of 20 days from the date of allotment of the equity shares for obtaining listing approval, as required under Schedule XIX of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, owing to certain issues encountered during the listing process.

0 June 2, 2025, being the due date for submission of the listing application, the Company had also approached BSE Limited through email seeking clarification and guidance regarding the listing application and the applicable timeline. However, the Company did not receive any communication or response from BSE Limited within the required timeframe.

Subsequently, BSE Limited imposed a penalty of 213,60,000/- plus applicable GST on the Company in connection with the delay in submission of the listing application. The Company submitted waiver applications with BSE Limited, bearing Case No. 245471 dated September 11, 2025 and Case No. 246955 dated September 24, 2025, seeking waiver of the said penalty. As on the date of this report, the waiver applications are pending consideration with the Listing Operations Team of BSE Limited.

During the financial year under review, the Company had issued Convertible Warrants to certain identified promoters of the Company on a preferential basis in terms of Section 62 and other applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements), 2018. The Company issued 5,00,000 (Five Lakhs) warrants each convertible into, or exchangeable for, 1 (one) fully paid up equity share of the Company of face value of Rs. 10/- each ("Warrants") at a price of Rs. 197.42/- (Rupees One Hundred and Ninety Seven and Forty Two Paisa Only) per equity share each payable in cash ("Warrants Issue Price"), aggregating up to Rs. 9,87,10,000/- (Rupees Nine Crores Eighty-Seven Lakhs and Ten Thousand Only, to eligible identified promoters of the Company.

The proceeds from the Warrants Issue are being utilised towards the objects stated in the Explanatory Statement to the Extraordinary General Meeting Notice.

The utilisation of proceeds, as reviewed by the Board, as on March 31, 2026, is as follows:

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on the website of the Company www.vegajewellers.com .

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.

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-6 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.vegajewellers.com .

All properties and insurable interests of the Company have been adequately insured.

The Company is committed to maintaining the highest standards of corporate governance and adheres to sound governance practices with a view to ensuring transparency, accountability and protection of stakeholders interests.

A separate Report on Corporate Governance in Annexure-7, as stipulated under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed herewith as to this report.

47. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES: None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.vegajewellers.com ).

49. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints relating to sexual harassment at the workplace.

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

During the year under review, there has been no one time settlement or valuation done while taking Loan from the Banks or Financial Institutions.

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

53. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures are not required

54. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, no complaints of sexual harassment were received. The Company regularly conducts awareness programmes to sensitize employees on prevention of sexual harassment.

The details of complaints received and disposed of during the year are as follows:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.vegajewellers.com

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 except:

a) Issue of sweat equity share: NA
b) Issue of shares with differential rights: NA
c) Issue of shares under employees stock option scheme: NA
d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
e) Buy back shares: NA

1 Disclosure about revision: NA

9. Preferential Allotment of Shares: During the year under review, the Company has issued 5,00,000 Convertible Warrants under preferential Allotment.

10. Issue of equity shares with differential rights as to dividend, voting: NA

58. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial year 2025-26.

59. THE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Listing Regulations, our company does not fall under 1,000 listed entities based on market capitalisation.

60. STATEMENT OF DEVIATION (S) OR VARIATION (S) IN THE USE OF PROCEEDS:

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, it is hereby confirmed that the funds raised of 9.87 Crores by the Company during the year by way of issue of convertible warrants under preferential allotment were utilized for the objects for which such funds were raised and there are no deviations or variations in the use of such proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting/postal ballot, as applicable.

61. FINANCIAL STATEMENTS:

The Financial Statements of the Company for FY 2025-26, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 The Audited Financial Statements together with the Auditors Report thereon forms part of this Annual Report Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, along with relevant documents are available on the website of the Company. The annual accounts will be made available to investors seeking information till the date of the ensuing 44th AGM of the Company.

62. LISTING OF EQUITY SHARES:

The Companys Equity shares were listed with M/s. BSE Limited (Stock Exchange). The Company has paid the Annual Listing Fees to the said Stock Exchange for the F.Y. 2025-26.

63. HUMAN RESOURCES:

The Company firmly believes that its people are its greatest strength and a key driver of its success. It remains committed to nurturing talent through continuous learning, development initiatives and skill enhancement programs to keep pace with evolving technological advancements.

Industrial relations during the year remained cordial. The Company continues to maintain a harmonious work environment through effective communication, engagement and collaborative practices.

The Company has duly complied with all provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year.

The Company witnessed improvement in its credit profile during the year, reflecting its strong financial performance.

Crisil Ratings Limited ("CRISIL") has assigned the Companys long-term rating at "Crisil-BBB/Stable" (Assigned; Suspension Revoked)

Crisil Ratings Limited ("CRISIL") has assigned the Companys short-term rating as "Crisil A3+" (Assigned, Suspension Revoked)

The details of the Credit Ratings are available on the website of the Company at www.vegajewellers.com .

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company www.vegajewellers.com

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure-9.

A certificate from the M/s RPR & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed as Annexure-10 to this report.

The Managing Director & Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 for the FY 2025-26.

They had also given quarterly certification on financial results while placing the quarterly results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The annual certificate given by the Managing Director & Chief Financial Officer of the Company forms integral part of this report in Annexure-11.

In accordance with Rule 9 (4) of the Companies (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has appointed Mr. Naveen Kumar Vanama, Managing Director of the Company as a Designated Person and the same shall be reported in the Annual Return of the Company.

The Company is committed to upholding the highest standards of data privacy and protection. In the light of the increasing reliance on digital infrastructure, the Company has implemented the comprehensive cyber security and data protection policies aligned with industry best practices and the evolving regulatory framework, excluding provisions under the Information Technology Act 2000. and applicable data protection regulations

Key Initiatives undertaken during the year include:

Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer Regular third party cybersecurity audits and vulnerability assessments Employee training programs on data protection and cybersecurity awareness Strict access control mechanisms and implementation of role-based permissions Data breach response protocols in accordance with the CERT in guidelines. The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information.

As per Section 129 (3) of the Companies Act, 2013. the Company is having subsidiaries for the FY 2025-26 and has prepared its Consolidated Financial statements as per prescribed regulations.

The standalone financial statements of the Company. forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (Ind AS) as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (MCA)) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India ("SEBI").

73. AUDIT TRAIL APPLICABILITY:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Your directors place on records their sincere appreciation for the continued support and confidence reposed by the Companys shareholders, customers, bankers, business partners, financial institutions, insurance companies, and various Central and State Government authorities.

The Directors also wish to express their gratitude for the dedication, commitment and hard work demonstrated by the employees and workmen at all levels, which has been instrumental in the Companys continued growth and success.