It gives us immense pleasure in presenting you on behalf of the Board of Directors of the
Company, the 14^th Board Report of Motisons Jewellers Limited along with Audited Financial
Statements for the Financial Year ended on 31^st March 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

The financial performance of the Company for the Financial Year 2023-24 and 2024-25 are
summarised below:

(Amount in lacs)

STATE OF THE COMPANY AFFAIRS

The Company is one of the prominent jewellery companies in the organised jewellery retail
sector in India. It is engaged in the business of trade, manufacture and sale of gold,
diamond, gold and diamond studded jewellery as well as silver articles. The Company offers
wide range and variety of jewellery to cater not only to wedding jewellery but party and
daily wear also. In view of the changing trends, customers preferences and demands, the
Company keeps on launching new jewellery designs and collections from time to time. The
Company has launched a number of jewellery collections over the years.

The Company is engaged in jewellery business, in which trust and goodwill of a brand is a
major impact factor. After the overwhelming response from the all the shareholders and
other stakeholders to the Company's IPO, in the previous financial year. During the Financial
Year, the Company has achieved a total income of 46,285.06/-Lakhs as compared to
41,717.65/-Lakhs in Previous Financial Year and during the year under review your
company has earned Net profit of Rs. 4,317.11/-Lakhs (Previous Financial Year Net Profit
was Rs. 3223.11 Lakhs). Your directors expect improved performance in current year. All
otherinformation is detailed in this report.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant
circumstances have decided that it would be prudent, not to recommend any Dividend on
equity shares of the Company for the financial year ended on 31^st March 2025.

RESERVES

During the year under review the company has transferred the entire net profit amounting
to Rs. 4,317.11 Lakhs to Retained earnings. Also, the Board of Directors of your company
has transferred a sum of Rs. 50 lacs to the Capital Redemption Reserve from retained
earnings.

MATERIAL EVENTS DURING THE YEAR
AUTHORISED AND PAID-UP SHARE CAPITAL

The capital structure of the Company as on 31^st March 2025 is given in the below table:

II. ISSUANCE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON A PREFERENTIAL BASIS

Pursuant to the shareholders' approval received by way of Postal Ballot through remote e -
voting on September 13, 2024, your Company has issued 1,00,00,000 warrants at a price of
170.00 per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity share
of the Company of face value of ' 10/- each to following allottees, by way of preferential
basis for an aggregate consideration of up to ' 170 crore.

II. SUB-DIVISION/ SPLIT OF EQUITY SHARES

During the period under review, the Board of Directors of your Company approved, the
sub-division/ split of equity shares of your Company, such that 1 (one) equity share having
face value of ^10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten)
equity shares having face value of ^1.00 (Rupee One only) each, fully paid-up. Further, the
members vide resolution passed by way of postal ballot on 19^thOctober 2024 approved the
said sub-division/ split of equity shares and consequential alteration in the existing Capital
Clause of the Memorandum of Association (MOA) of your Company. After the requisite
approvals of the Stock Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and CDSL,
new ISIN (INE0FRK01020) was allotted to your Company. The effect of change in face value
of the share was reflected on the share price at the Stock Exchanges where your Company
is listed (BSE and NSE) effective from 08^th November 2024 i.e. record date for the purpose
of sub-division/ split of equity shares of your Company. As a result of the sub-division/ split
of equity shares of your Company, it has become more affordable and encouraged
participation of investors at large.

Accordingly, the equity share capital structure of your Company post sub-division/ split of
eauitv shares is as follows:

The details of dematerialization of shares, Demat Suspense Account/ Unclaimed Suspense
Account are provided in the Corporate Governance Report, as annexed to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of the Board is in accordance with Section 149 of the Companies Act,
2013 ("the Act") and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and with an appropriate combination of Executive, Non¬
Executive and Independent Directors. The Board of Directors and KMP of the Company as
on 31^st March 2025 is as follows:

During the Financial Year Ms. Meena Choudhry [DIN: 10521713] and Ms. Priyanka Jain [DIN:
10729434] was appointed as Non-Executive - Independent Director on the board of the
company w.e.f. 01.05.2024 and 01.10.2024 respectively and in the opinion of the Board,
both the Independent Directors of the company are persons of high integrity, expertise and
experience (including the proficiency).

During the period under review, following changes were made in Directors/KMP's

changes were made after the end of Financial Year 31^st March, 2025 and till the date of this
Board Report.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Sanjay Chhabra [DIN: 00120792], Managing Director and Mrs. Kajal Chhabra
[DIN: 00120914], Director of the Company are liable to retire by rotation at the ensuing
Annual General Meeting and, being eligible, has offered themselves for re- appointment.
The Board of Directors, based on recommendation of the Nomination and Remuneration
Committee ('NRC'), has recommended their re-appointment for consideration by the
shareholders at the ensuing Annual General Meeting of the Company.

A brief resume of the directors being appointed/re-appointed, the nature of expertise in
specific functional areas, names of companies in which they hold directorships, committee
memberships/chairmanships, their shareholding in the Company, etc., as stipulated under

Secretarial Standard-2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 have beenfurnished in the explanatory statement to the notice of the ensuing Annual
General Meetingof the Company.

INDEPENDENT DIRECTORS AND DECLARATION

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under sub¬
section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a
declaration under Rule-6 of the companies (appointment and qualification of directors)
Rules,2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company and
Independent Directors were appointed during the financial year on the board of the
company are persons of high integrity, expertise and experience (including the proficiency)
and thus qualify to be appointed/continue as Independent Directors of the Company
Further, as required under section 150(1) of the Companies Act, 2013 they have registered
themselves as Independent Directors in the independent director data bank.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgment and without any external Influence and that they
are independent in the management. The Independent Directors have also confirmed that
they have complied with the Company's code of conduct as prescribed in Schedule IV to
the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board met 14 (Fourteen) times during the year under review. The details of board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report, forming part of this Annual Report.

COMMITTEES OF BOARD

Details of various Committees constituted by the Board, including their composition, terms

of reference, meetings and their attendance thereat etc., mandated pursuant to the
applicable provisions of the Act and the Listing Regulations, are given in the Corporate
Governance Report, forming part of this Annual Report.

AUDIT COMMITTEE

The Company's Audit Committee consists of three Directors, all the directors are Non¬
Executive Independent Directors and is constituted in accordance with the requirements of
the SEBI (LODR) Regulations, 2015 read with the Companies Act, 2013. All the members of
the Audit Committee have adequate knowledge in the areas of finance and accounting.
Further, there have been no instances where the Board has not accepted any
recommendation of the committees.

During the financial year 2024-25, the Audit Committee met 10 (Ten) times on May 14,
2024, May 27, 2024, July 20, 2024, August 14, 2024, September 02, 2024, September 09,
2024, October 29, 2024, November 13, 2024, February 07, 2025 and February 13, 2025.

The composition and attendance of Audit Committee meetings are given below

Note:

*Mr. Jayesh Nemchand Mehta (DIN: 07239052) ceased to be Director and Member of the
Committee w.e.f. 13^th November, 2024.

** Ms. Priyanka Jain (DIN: 10729434) has been appointed as Member of the Committee
w.e.f. 13^th November, 2024.

The Company Secretary acts as the Secretary to the Committee.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE 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

During the year under review, there were no material changes and commitments affecting
the financial position of the Company which occurred between the end of the financial year
to which this financial statement relates and the date of this Report.

SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES AND LIQUIDITY

• EQUITY SHARE

As on March 31, 2025- 98,44,59,950 (Ninety Eight Crore Forty Four Lakhs Fifty Nine
Thousand Nine Hundred and Fifty) equity shares of the Company, representing 99.99% of
the total equity shares, were held in dematerialised form and 50 (Fifty) equity shares were
held in physical form by 1 (One) Member of the Company. The International Securities
Identification Number ('ISIN') allotted to the Company's shares under the Depository
System is INE0FRK01020. Motisons Jewellers Limited was entered into agreement with
both the Depositories i.e., National Securities Depository Limited and Central Depository
Services (India) Limited. Shareholders can open their accounts with any of the Depository
Participant registered with the above-mentioned depositories. The equity shares of the
Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd.

• PREFRENCE SHARES

All the issued, subscribed and paid-up preference shares of the Company are in physical
form bearing ISIN No. INE0FRK04016. MUFG Intime India Private Limited acts as the
Registrar and Share Transfer Agent of the Company, to whom communications regarding
change of address, transfer of shares, change of mandate etc. can be addressed by the
members.

The detailed information is covered in the Corporate Governance Report forming part of
thisAnnual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM.

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the
Listing Regulations, the Company has adopted 'Whistle Blower Policy' for Directors and

employees to deal with the cases of unethical behavior in all its business activities, fraud,
mismanagement and violation of Code of Conduct of the Company.

The same is detailed in the Corporate Governance Report forming part of this Annual
Report. The Policy is made available on the website of the Company at
https://motisonsjewellers.com/policies.

CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the
Company has adopted Code of Conduct for Board of Directors and Senior Management
Personnel ("the Code"). All Board members and senior management personnel have
confirmed compliance with the Code for the year 2024-25. A declaration signed by the
Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with
integrity,conduct themselves in professional, courteous and respectful manner. The code is
displayedon the Company's website https://motisonsiewellers.com/policies.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of
tradingof shares by Insiders. This code lays down guidelines, procedures to be followed and
disclosures to be made by the insiders while dealing with shares of the Company and
cautioning them on consequences of non-compliances. The copy of the same is available
on the website of the Company at https://motisonsiewellers.com/policies

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has also put in place adequate internal financial controls with reference to
the financial statements commensurate with the size and nature of operations of the
Company. Company's internal control systems include policies and procedures, IT systems,
delegation of authority, segregation of duties, internal audit and review framework, etc.
Company has laid down internal financial controls and systems with regard to adherence to
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The framework is in compliance with the requirements of the
Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company from the previous Financial
Year.

DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

As on 31^st March 2025, the Company does not have any subsidiary/joint venture/associate
companies. Further during the reporting period, no company has become or ceased to be a
subsidiary/joint venture/associate company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is
presented in a separate section forming part of this Annual Report.

DEPOSITS

During the reporting period, the Company has not accepted any deposits falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Further, the Company has unsecured loan from its directors and its
outstanding amount as on 31^st March 2025 is Rs. 6,927.52/- Lakhs and in terms of the
provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, as
amended as on date, the Directors have furnished the declaration, in writing to the effect
that the amount is not being given out of funds acquired by them by borrowing or

accepting loans or deposits from others.

RISK MANAGEMENT POLICY

The Board has adopted steps for framing, implementing and monitoring the risk
management plan for the company. The main object is to ensure sustainable business
growth with stability and to promote a proactive approach in reporting evaluating and
resolving risk associated with the business. In order to achieve with the key objectives, the
Company adopts a structured and disciplined approach to Risk management, in order to
guide decisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherent risk
in accomplishing the growth plans of the company are imperative. The common risk inter-
alia are Regulations, Competitive Business risk, Technology obsolescence, Investments,
Retention of talent and Expansion of facilities. Business risk, inter-alia, further includes
financial risk, political risk, and legal risk, these risks are assessed and appropriate steps
have taken to mitigate the same.

Further, the Risk Management Policy of the Company is displayed on the website of the
Company at https://motisonsjewellers.com/policies.

STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company have devised proper systems to ensure compliance with the Secretarial
Standards issued by the Institute of Companies Secretaries of India and the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors'
and 'General Meetings', respectively, have been duly complied by your Company.

HUMAN RESOURCE AND INDUSTRIAL RELATION

The Company always believes that its growth is closely linked with the growth and overall
development of its employees. The Company is committed to upgrade the skill of its
employees and to create an environment where excellence is recognized and rewarded.
The target is to place right people at right position and to enhance the efficiency, working
speed,competency and time management skill of its employees.

As a company, we are sensitive to the needs of the employees and ensure that best
practicesare adopted in the organization and conducive environment is created for growth
of the employees. Employee career growth is the focus area of HR policy that aims to
balance personal and professional growth.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act,
theannual return as on March 31, 2025 is uploaded on the website of the Company and is
available at https://motisonsjewellers.com/annual-return.

NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and
Regulation 19 of the Listing Regulations, the Company has formulated a Nomination and
Remuneration Policy. Nomination and Remuneration Policy of Directors, Key Managerial
Personnel and Senior Management employees includes the criteria for determining
qualifications, positive attributes, independence of director and other matters as per the
Act and Listing Regulations. The salient features of the Nomination and Remuneration
Policy are stated in the Report on Corporate Governance, which forms part of the Annual
Report and also available on the website of the company and the web link for the same is
https://motisonsiewellers.com/policies

CORPORATE GOVERNANCE REPORT

Your Company is committed to good corporate governance practices. A separate report on
Corporate Governance in compliance with the provisions of Regulation 34 of the Listing
Regulations read with Para C of Schedule V of the said regulations, along with a certificate
received from Bhawika Ramnani & Co., Company Secretaries confirming that the Company
is andhas been compliant with the conditions stipulated under the Listing Regulations forms
part ofthe Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out
annual evaluation of its own performance, performance of its committees, and evaluation
of individual Directors including Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non¬
independent Directors, the Board as a Whole and Chairperson of the Company taking into
account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and Board of Directors evaluated the
performance of every Director. The performance is evaluated on the basis of number of
Board and Committee meetings attended by individual Director, participation of each
Director in the affairs of the Company, duties performed by each Director and targets
achieved by Companyduring the year.

The Board/committee/directors found that the performance of every Director of the
Company is excellent.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec. 134(3)(c) of the Companies Act, 2013 the Board of
Directors of the Company state: -

a) that in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b) that the directors had 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 at the end of the financial year and of the
profit and loss of the company for that period;

c) that the directors had 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;

d) that the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;

f) that the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively;

STATUTORY AUDITORS AND AUDITORS' REPORT

In the 10^th Annual General Meeting (AGM) of the Company held on 29^th November 2021,
M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration no. 141173W), were
appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the
conclusion ofthe 15^th AGM to be held in the year 2026 at such remuneration plus applicable
taxes, out of pocket expenses, travelling and living expenses etc. as mutually agreed

between the Board ofDirectors and the Statutory Auditors.

The Statutory Auditors have furnished their written consent and confirmation to the effect
that they are not disqualified as Statutory Auditors of the Company in terms of the
Companies Act, 2013, and rules framed thereunder.

There is no qualification, reservation or adverse remark in the Audit Report on the Financial
Statements of the Company for the Financial Year ended 31^st March 2025 and hence do not
call for any further comments in terms of the provisions of Section 134 of the Companies
Act, 2013.

SECRETARIAL AUDITORS AND AUDITORS' REPORT

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,. CS Bhawika
Ramnani (M. No. F11506), Practicing Company Secretary, Jaipur were appointed as
Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year
2024-25 and the Secretarial Audit Report in the prescribed form MR-3 is annexed to this
report as "Annexure-3".

The Report is self-explanatory and there are no qualification, reservation or adverse
remark in the Secretarial Audit Report of the Company for the Financial Year ended 31^st
March, 2025 and hence do not call for any further comments in terms of the provisions of
Section 134 of the Companies Act, 2013.

INTERNAL AUDITOR

M/s ASA & Company, (FRN: 012461C), Jaipur was appointed as the Internal Auditor of the
Company to conduct the Internal Audit for the financial year 2024-25 as per the scope,
functioning, periodicity and methodology mutually decided by the Board/committees
thereof and the Internal Auditor pursuant to the provisions of Section 138(1) of Companies
Act, 2013, read with Rule 13 of Companies (Accounts) Rules, 2014 and other applicable
provisions.

Further, no adverse remark or observation has been cited by him in his Audit Report for
thefinancialyear2024-25.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, no instances of fraud have been reported by the
statutory auditors or secretarial auditors to the Audit Committee or to the Board pursuant
tosection 143(12) of the Act, the details of which should form part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee in accordance
with Section 135 of the Act, the details of which have been provided in the Corporate
Governance Report forming part of the Annual Report.

Composition of CSR Committee under sub-section (3) of section 134 of the Companies
Act, 2013

The CSR Committee, inter alia, allocates the amount of expenditure to be incurred by the
Company on CSR activities as enumerated in Schedule VII of the Act and monitors the CSR
Policy of the Company periodically. The Annual Report on CSR Activities for the Year 2024¬
25 is annexed herewith as Annexure - 2 and brief outline of the corporate social
responsibility (CSR) policy of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in this Annexure. Further, the CSR Policy of the

Company is displayed on the website of the Company at
https://www.motisonsjewellers.com/investors.

PARTICULARS OF LOANS, GUARANTEE SOR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of section 186 of the Companies Act, 2013, particulars of loans,
guarantees and investments made are provided in Financial Statements read together with
notes annexed and forms an integral part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the company during the financial
year ended 31^st March, 2025 with related parties were in the ordinary course of the
business and on arm's length basis. There was no such transaction entered during the
reporting year whichcould be considered material. Details with respect to transaction(s) with
the Related Party(ies) entered into by the Company during the reporting period are
disclosed in the accompanying Financial Statements and the details pursuant to clause (h)
of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
Form AOC-2 is annexed as Annexure - 1. However, your directors would like to draw your
attention to Notes of Significant Accounting Policies and Notes on Financial Statements
attached to Financial Statements.

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC ISSUE (IPO),
IF ANY

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO
and Preferential Issue as mentioned in the objects of Offer in the Prospectus and Notice of
Postal Ballot of the Company respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo required to be given pursuant to the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are
mentioned below:

A. Conservation of Energy

B. Technology Absorption

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31^st March,
2025 is as follows:

(Amount in Lacs)

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT 1961.

We have a policy of zero-tolerance towards any form of sexual harassment which is in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment and our policy is gender neutral.

During the period under review, no complaint had been received under the Act. Further, it
ishereby stated that the company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and have given training to its employees.
The following is the summary of Sexual Harassment Complaints received and disposed
during the Financial Year 2024-25.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

CREDIT RATING

The company had not appointed any credit rating agency to obtain credit rating.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unclaimed/unpaid dividend, application money, debenture interest and
interest on deposits as well as the principal amount of debentures and deposits, remaining
unclaimed/ unpaid in relation to the Company hence the Company is not required to
transfer any amount to Investor Education and Protection Fund (IEPF).

PARTICULARS OF EMPLOYEES

Disclosures 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 at "Annexure - 4".

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, as amended a statement showing the names and other particulars of the top
ten employees are provided at "Annexure - 4".

LISTING

The Equity Shares of the Company are listed on the BSE Limited and National Stock
Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals.
Annual listing fees for the financial year 2025-26 have been duly paid to the BSE Limited and
National StockExchange of India Ltd.

MISCELLANEOUS

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:

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme except ESOP Schemes referred to in this Report.

3. Buyback of shares.

4. The maintenance of cost records as specified by the Central Government under sub¬
Section

(1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

5. No application was made or any proceeding is pending under Insolvency and
BankruptcyCode, 2016.

6. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.
ACKNOWLEDGMENT

The Board of directors of your Company acknowledges its sincere appreciation for the
support extended by various departments of Central and State Government and others.
The Board also takes this opportunity to express its deep gratitude for the continuous
support receivedfrom the Shareholders.

By the order of Board of Directors
For MOTISONS JEWELLERS LIMITED

Sandeep Chhabra Sanjay Chhabra

Chairman and Whole time Managing Director

Director DIN: 00120792

DIN: 00120838 B-9, Vivekanand Marg,

B-9, Vivekanand Marg, C-Scheme, Jaipur-302001

C-Scheme, Jaipur-302001

Date: 01.09.2025
Place: Jaipur