Your Directors have pleasure in presenting the 34^th Annual Report and Audited Statement
of Accounts of your Company for the year ended 31^st March, 2024.

Financial Results:

The salient features of the Company’s working for the year under review are as under:

(Rs. in hundreds)

Operations

Your Company has recorded a turnover of Rs 2,54,355.81/- (Amount in Hundred) during the
year under review as opposed to Rs 1,36,889.87/- in the previous year, an increase of
approx. 86% as compared to previous year.

Dividend

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

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e. 31^st
March 2024, and the date of the Directors’ report.

Directorate

In accordance with the Companies Act, 2013 and the Articles of Association of your Company,
Mrs. Shruti Sunny Gandhi (Din: 06947535) retires by rotation and is eligible for re¬
appointment. The Board recommends the re-appointment of Mr. Shivil Kapoor as Independent
Director of the Company for the further period of 5 years. Brief profiles of the Director
seeking re-appointment are annexed to the Notice in Annexure-I.

Board Evaluation

The Board has carried out an annual performance evaluation of the Directors individually
including Independent Directors, Board as a whole and of its various committees on
parameters such as skills, knowledge, participation in meetings, contribution towards
Corporate Governance practices, compliance with code of ethics etc.

Independent Directors have carried out performance evaluation of non-independent Directors,
Chairman of the Board and Board as a whole with respect to knowledge to perform the role,
time and level of participation, performance of duties and level of oversight and professional
conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year Four (4) Board Meetings were convened and held. The details thereof are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

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

Declaration by Independent Directors

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

Subsidiary. Joint Venture or Associate Companies

Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi
Commodities Centre (DMCC), UAE in the name of SUNRAJ DIAMONDS DMCC.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the statement containing salient features of the Financial statements
of the Company’s Subsidiaries (in Form AOC-1)- Annexure A to this report is forming part of
the Consolidated Financial Statement.

Pursuant to Section 136 of the Companies Act, 2013 the Company is exempted from attaching
to its Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC as the same
is listed on the website of the company.

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

During the financial year ended March 31, 2024, the Company has not entered into any
related party transactions (“RPT”) requiring the approval of the Board of Directors pursuant
to Section 188(1) of the Companies Act, 2013.

Further, no RPT, exceeding the applicable threshold prescribed pursuant to Rule 15(3) (a) of
the Companies (Meetings of Board and its Powers) Rules, 2014, requiring member’s approval
was entered into by the Company during the financial year 2023-24.

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

Particulars of Loans, Guarantees or Investments

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

Annual Return

In accordance with the provisions of the Companies Act, 2013, the annual return in the
prescribed format (Form MGT-7) is listed at the website of the Company
www.sunrajdiamonds.com.

Business Risk Management

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

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

Internal Financial Controls:

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

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

Conservation of energy is of utmost significance to the Company. Operations of the Company
are not energy intensive. However, every effort is made to ensure optimum use of energy by
using energy- efficient computers, processes and other office equipment.
Constant efforts are made through regular/ preventive maintenance and upkeep of existing
electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities.

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

Corporate Social Responsibility (CSR)

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

Director’s Responsibility Statement

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

a) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of the
profit of the Company for the year ended on that date.

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

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

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

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

Share Registrar & Transfer Agent

The Company’s Registrar & Transfer Agents for shares is Adroit Corporate Services Pvt. Ltd
(ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contact details of
ACSPL are mentioned in the Report on Corporate Governance. Investors are requested to
address their queries, if any to ACSPL; however, in case of difficulties, as always, they are
welcome to contact the Company’s Compliance Officer, the contact particulars of which are
contained in the Report on Corporate Governance.

Deposit

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

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
therefore, this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as
Annexure-C and forms a part of this Report of the Directors..

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of
fraud and mis-management, if any, and conducting business with integrity, including in
accordance with all applicable laws and regulations.

Auditors

The Board of Directors informs that M/s. Govind Prasad and Co., Chartered Accountants
having Firm Registration No 114360W will act as the Statutory Auditor of the Company for
the FY 2024-2025.

Auditors’ Report

The Auditors’ Report to the shareholders does contain reservation, qualification and adverse
remark as under:

No fraud was reported by the Statutory Auditor.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 the Company has
appointed M/s. Kiran Doshi& Co. Company Secretary (Peer Reviewed Firm1977/2022) in
practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in
the prescribed Form No. MR-3 is annexed herewith as Annexure-D.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

General

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

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

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

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

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

e ) During the year under review, there were no cases filed or reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Cost Auditor:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time is not applicable to the Company.

Details of Application /any Proceeding Pending Under Insolvency And Bankruptcy Code
2016:

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

Details Of Difference Between The Amount Of The Valuation Done At The Time Of One¬
Time Settlement And The Valuation Done While Taking A Loan From The Banks Or
Financial Institutions:

The Company has no loans outstanding from banks / financial institutions as on the end of
the financial year 31^st March, 2024 and no one-time settlement was done during the financial
year 2023-24.

Acknowledgement

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

Corporate Governance

Pursuant to Regulation 15(2) of SEBI LODR Regulations, the compliance with the corporate
governance provisions is not applicable to the Company. However to provide our shareholders
with a comprehensive and detailed information, a report on Corporate Governance forms
part of this Annual Report. The Auditors’ Certificate on compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance.

Sd/- Sd/-

SUNNY GANDHI SHRUTI GANDHI

Wholetime Director Director

DIN: 00695322 DIN: 06947535

Place: Mumbai
Dated: 13^thAugust, 2024