Your Directors are pleased to present the Nineteenth (19^th) Annual Report on the business and operations of the Company
together with the Audited Financial Statements and Auditor's Report for the financial year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March, 2026 is summarised below:

2. PERFORMANCE / STATE OF COMPANY'S AFFAIRS

The Company has reported revenue profit during
the financial year 2025-26. Revenue from operations
increased by 22.23% to ' 3,20,295.29 Lacs from
' 2,62,048.42 Lacs in the previous financial year. The
profit before tax increased by 169.23% to ' 26,844.70
Lacs, while net profit after tax increased by 177.11% to
' 20,049.15 Lacs.

The Gross Profit Margin for the financial year 2025-26
has increased to 17.47% as compared to 13.66% in the
previous financial year. In absolute terms, the Gross
Profit has increased to ' 55,945.94 Lacs as compared
to ' 35,784.76 Lacs during the previous financial year.

The EBITDA for the financial year 2025-26 has
increased to 11.18% as compared to 6.72% in the
previous financial year.

During the year under review the Company has
opened 2 owned stores. As on 31^st March, 2026, the
Company was operating from 37 stores in 28 cities
and 13 states, out of which your Company has 32
owned stores and 5 franchise stores.

3. DIVIDEND

Your Directrs are pleased to recommend the Dividend
of ' 2.50/- (Two Rupees Fifty Paise only) per equity
share of face value of ' 10 each, i.e. 25% Dividend on
Equity Capital for the financial year ended 31^st March,
2026, will involve total cash outflow of ' 16,68,26,550/-
(Rupees Sixteen Crores Sixty Eight Lacs Twenty Six
Thousands Five Hundred Fifty only), subject to the
approval of Members at the ensuing Annual General
Meeting ("AGM"), against the Dividend of ' 2.25/-
(Two Rupees Twenty five Paise only) per equity share
of face value of ' 10 each, i.e. 22.50% Dividend on
Equity Capital of your Company for the financial year
ended 31^st March, 2025.

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 2025-26, 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 -
400 067. During the year under review, it has reported
income from operations amounting to ' 2,149.37 Lacs
and its net loss stood at ' 36.41 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 2025-26 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 won the
following awards:

• National Jewellery Awards (NJA) 2025 in Ring of
the Year (Diamond) Category;

• Mr. Shrikant Zaveri has been awarded as
"Visionary Leader of the Year" at Retail Jewellers
MD & CEO Awards, 2026.

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 arm's
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 Company's website. In accordance with Ind
AS-24, the Related Party Transactions are disclosed
in the Notes to Financial Statements for the financial
year 2025-26.

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, four (4) 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 obtained the approval of Members
for acceptance of fixed deposits from public and/or
Members of the Company. However, the Company has
not accepted any deposit falling within the purview
of 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, 2026.

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.

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. Raashi Zaveri (DIN: 00713688), 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
27^th May, 2026 and 11^th August, 2026 respectively,
recommended the re-appointment of Ms. Raashi
Zaveri for approval of the Members at the ensuing
AGM of the Company.

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

The Company has also received necessary declarations
/ disclosures from Ms. Raashi Zaveri. Brief Profile and
other information 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

Based on the recommendation of Nomination and
Remuneration Committee and approval of the Board
of Directors of the Company at their respective
meetings held on 6^th August, 2025, the Members of
the Company at their Annual General Meeting held
on 9^th September, 2025 has considered and approved
the following:

? 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;

? 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;

? 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;

? 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. In the opinion of the Board,
she possesses requisite expertise, integrity,
experience and proficiency and is independent
of the management of the Company.

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:

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

? 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 affairs of the Company as at the
end of the financial year and of the profit of the
Company for that period;

? they have taken proper and sufficient 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;

? they have prepared the Annual Accounts on a
'going concern basis';

? 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

? 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 Company's
Independent Directors have affirmed 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 athttps://
www.tbztheoriginal.com/storage/TBZ-F MGT-7(31-
03-26).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 Company's
internal financial controls were adequate and effective
during Financial Year 2025-26. 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,
2026, 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

Pursuant to the provisions of Section 139 of the
Act read with the Companies (Audit and Auditors)
Rules, 2014, M/s. Chaturvedi & Shah LLP, Chartered
Accountants (ICAI Firm Registration No. 101720W/
W100355), have been re-appointed as the Statutory
Auditors of the Company, for the second term of five
(5) years from the conclusion of 18^th Annual General
Meeting till the conclusion of the 23^rd Annual General
Meeting.

Auditors' Report

The Auditors' Report on the financial statements for
the financial year ended 31^st March, 2026 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

M/s. Pramod S. Shah & Associates, Practicing
Company Secretaries, a peer-reviewed firm have been
appointed as Secretarial Auditors for a period of 5
(five) years from the conclusion of 18^th Annual General
Meeting till the conclusion of the 23^rd Annual General
Meeting. The Secretarial Audit Report for the financial
year 2025-26 is appended as 'Annexure - III'.

There are no qualifications, reservations or adverse
remarks made in the Secretarial Auditors' Report for
the financial year 2025-26.

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 2025-26.
Based on the recommendation of Audit Committee,
the Board at their Meeting held on 27^th May, 2026
have re-appointed them as Internal Auditors of the
Company for the financial year 2026-27.

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 Company's operations in future.

37. NOMINATION AND REMUNERATION POLICY

The details of the Company's Nomination and
Remuneration Policy for Directors, Key Managerial

Personnel and other employees are given in the
Corporate Governance Report and is disclosed on the
website ofthe Company athttps://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:

• 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;

• 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;

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

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

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

• 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

• 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 Board's Report and the Management
Discussion and Analysis describing the Company's
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 Company's
operations include global and domestic demand
and supply conditions affecting selling price of
finished goods, input availability and prices, changes
in government regulations, tax laws, economic
developments within the country and other factors
such as litigation and industrial relations.

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

Shrikant Zaveri

Date: 11^th August, 2026 Chairman & Managing Director

Place: Mumbai (DIN: 00263725)