The Board of Directors of the Company have great pleasure in presenting the 18^th Boards’ Report of
the Company together with Audited Financial Results for the year ended March 31, 2025. This report
states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial
Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as
applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is
summarized as follows:

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

Our company Manoj Jewellers Limited is engaged in the retail and wholesale business of Jewellery
and ornaments made from gold and diamonds, embellished with precious and semiprecious stones.
Our extensive portfolio includes a wide range of items such as rings, earrings, armlets, pendants,
gajrahs, nose rings, bracelets, chains, necklaces, bangles, and other wedding jewellery pieces. Our
diverse collection caters to various tastes and occasions, offering customers a selection of exquisite
pieces to choose from. Manoj Jewellers Limited aims to provide high-quality and beautifully crafted
jewellery to meet the needs and preferences of our clientele.

Our company's dedication is to maintain high-quality products through strict quality control
procedures, timely delivery, and competitive pricing. Our company also emphasizes on offering a
variety of regular designs and ensuring on-time delivery to our valued customers. Additionally, we go
to extra mile by getting our jewellery hallmarked by a BIS recognized Assaying and Hallmarking
Centre. BIS hallmark serves as a mark of conformity widely accepted by consumers, providing them
with added confidence in the purity of the company's gold Jewellery. Overall, these practices
demonstrate the company's commitment to quality, customer satisfaction, and transparency in their
operations

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned total revenue of Rs. 5963.87 Lakhs for the
year ended March 31, 2025 as against Rs. 4338.41 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 632.34 Lakhs for the year ended March 31, 2025 as
compared to Rs. 449.87 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 476.48 Lakhs as
compared to Rs. 319.21 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company did not recommend any Dividend for the financial year 2024¬
25.

In Financial year 2024-25 the reserve maintained with the Company is Rs. 854.57 lakhs while in the
year 2023-24 reserve was Rs. 378.09 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT
RELATE AND THE DATE OF THIS REPORT:

The Company got its shares listed on SME platform of BSE Limited with “ISIN INE0MV001018” &
“BSE Scrip Code 544400” w.e.f. 12^th May, 2025 pursuant to Initial Public Offer (IPO).

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended
from time to time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31,
2025.

7. CAPITAL STRUCTURE:

INITIAL PUBLIC OFFER

During the year under review, the Company had successfully come out with its maiden SME - IPO
(Initial Public Offering). The Public issue consisted of 30,00,000 Equity Shares at price of Rs. 54/-
(including a premium of Rs. 44/- Equity Shares) aggregating to Rs. 1,620.00 Lakhs consisting fully of
fresh issue of 30,00,000 Equity Shares aggregating to Rs. 1,620.00 Lakhs which was opened for
subscription on Monday, May 05, 2025 and closed on Wednesday, May 07, 2025 for all the
applicants. The Company received the overwhelming response for the said IPO issue and said shares
got listed on the SME platform of BSE Limited on 12^th May, 2025. After completion of IPO, the paid-
up share capital of the Company increased to Rs. 8,98,56,280/-

The success of IPO reflects the trust, faith, and confidence that customers, business partners and
markets have reposed in your Company.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 10,00,00,000/- (Rupees
Ten Crore) divided into 1,00,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 8,98,56,280/- (Rupees Eight Crore
Ninety-Eight Lakhs Fifty-Six Thousand Two Hundred Eighty Only) divided into 89,85,628 Shares of
Rs. 10/- each.

CHANGES IN SHARE CAPITAL

There is no change in share capital of Company during the financial year.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

As on March 31, 2025 the Company has no Holding, Subsidiaries, Associate Company, and Joint
Venture.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on
March 31, 2025 were as follows:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors confirming that they
fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director
who are required to undertake the online proficiency self-assessment test as contemplated under Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to
perform the test within time limit stipulated under the act however one Independent director yet to
complete the online proficiency self-assessment test as they have two years’ time period for
completion of the same and company already ask them to complete online proficiency self-assessment
test. The Company has received declarations from all Independent Directors of the Company

confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of
the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 19 times during the financial year ended March 31, 2025 on 25-04-2024,
03-05-2024, 11-05-2024, 13-05-2024, 17-05-2024, 29-06-2024, 10-07-2024, 01-08-2024, 11-08¬
2024, 28-08-2024, 26-09-2024, 08-11-2024, 28-11-2024, 02-12-2024, 24-12-2024, 08-02-2025, 04¬
03-2025, 24-03-2025, 25-03-2025 in accordance with the provisions of the Companies Act, 2013 and
rules made there under. The intervening gap between two Board Meeting was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum
was presented for all the Meetings and Directors of the Company actively participated in the meetings
and contributed valuable inputs on the matters brought before the Board of Directors from time to
time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has been established as a part of the better
Corporate Governance practices and is in compliance with the requirements of the relevant provisions
of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of Section 177 of the
Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by
the Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and
twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall
either be two members or one third of the members of the Audit Committee, whichever is greater,
with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

During the year under review, the Company held 6 (Six) Audit Committee meetings.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of
section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two
members or one third of the members, whichever is greater. The Committee is required to meet at
least once a year.

During the year under review, the Company held 1 (one) Nomination and Remuneration Committee
meeting.

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of
section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder’s Relationship Committee and Relevant Quorum:

The Stakeholder’s Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder’s Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee
meeting.

Company Secretary shall act as the secretary to the Stakeholder’s Relationship Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications,
professional experience and knowledge of the Board members necessary for achieving sustainable
and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent
Directors on the Board of Directors of the Company and persons in the Senior Management of the
Company, their remuneration including determination of qualifications, positive attributes,
independence of directors and other matters as provided under sub-section (3) of Section 178 of the
Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).
The Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, Individual Directors including the Chairperson and the Independent
Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of
your Company at www.manoiiewellerslimited.com,

14. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE Limited, the provisions of Corporate
Governance are not applicable on the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies
to enable them to familiarize with the Company’s procedures and practices, the website link is
www.manoi i ewellerslimited.com.

16. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the performance of Board, its Committees and Individual
Director including Independent Directors. The questionnaires were prepared after taking into
consideration the various facets related to working of Board, its Committee and roles and
responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed
the performance of the Individual Directors including Independent Directors on the basis of the
criteria and framework adopted by the Board. Further, the performance of Board as a whole and
committees were evaluated by the Board after seeking inputs from all the Directors on the basis of

various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a
separate meeting of Independent Directors, the performance of Non-Independent Directors,
performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the
benefits of the society, by contributing to the social, economic and environmental development of the
society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of latest Audited
financial Result as on 31st March, 2025, Hence the Company is required to adopt the CSR Policy or
constitute CSR Committee in the financial year 2025-26.

Accordingly, the Board of Directors in their meeting held on Tuesday, August 12, 2025, has
constituted the Corporate Social Responsibility Committee of the Company as per the above
provisions of the Companies Act, 2013. The composition of Committee is as follow:

Further the Board of directors has also approved the CSR policy formulated in accordance with the
Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
www.manoj j ewellerslimited.com.

Since the Provisions of Section 135 of Companies Act, 2013 is applicable on the basis of latest
Audited financial Result as on 31^st March, 2025, the Company will comply with all the compliances
and spent the required amount in CSR activities from F.Y. 2025-26. Further the Annual Report on
CSR activities forming part of this Report is attached as Annexure - D.

18. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors
and employees can voice their genuine concerns or grievances about any unethical or unacceptable
business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud,
but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind of unfair treatment or victimization. The

Whistle Blower Policy is disclosed on the website of the Company at
www.manoiiewellerslimited.com.

19. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for
the Company. The Audit Committee has additional oversight in the area of financial risk and controls.
Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis.

20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act,
2013 are given in the Note to the Financial Statements.

21. MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

No order, whether significant and/or material has been passed by any regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s
length basis and in the ordinary course of business. No materially significant related party transactions
which required the approval of members, were entered into by the Company during the Period under
review. Further, all related party transactions entered into by the Company are placed before the Audit
Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as
referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in
the Form No. AOC-2 are annexed and marked as Annexure-A.

23. AUDITORS:

STATUTORY AUDITORS

M/s. Mardia & Associates, Chartered Accountant (Firm Registration No. 007888S) were appointed as
the statutory auditors of the Company at the 17^th Annual General Meeting of the Company for a term
of five consecutive years i.e., from F.Y. 2024-25 to 2028-29, who shall hold office from the
conclusion of 17^th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting to
be held in the year 2029, in terms of provisions of Section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the
financial year ended March 31, 2025, which forms part of this Report. Also, there are no
qualifications, reservations or adverse remarks made by the M/s. Mardia & Associates, & Associates.
Statutory Auditor of the Company in their Audit Report for the year under review.

SECRETARIAL AUDITORS

Since, the Company got Listed on the SME Platform of BSE Limited w.e.f. 12^th May, 2025, the
requirement for Appointment of Secretarial Auditor and also the Secretarial Audit is not applicable on
the Company for the Financial Year 2024-25.

INTERNAL AUDITORS

Since, the Company got Listed on the SME Platform of BSE Limited w.e.f. 12th May, 2025, the
requirement for Internal Audit is not applicable on the Company for the Financial Year 2024-25.
Further the Company has appointed M/s. Arham Professional Service, Consultancy Firm, as an
Internal Auditor of the Company for F.Y. 2025-26 in the Board meeting held on 02^nd June, 2025.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of
fraud to the Audit Committee of the Company under subsection (12) of Section 143 of the Companies
Act, 2013, during the year under review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call
for any further explanation.

Secretarial Auditor's Report: During the year under review, Secretarial audit was not applicable.
(Since the Company got Listed on SME Platform of BSE Limited w.e.f. 12^th May, 2025).

24. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025
is available on the Company’s website www .manoii ewellerslimited. com.

25. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report
as Annexure - B.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of
energy, technology absorption, foreign exchange earnings and outgo are not applicable to the
Company considering the nature of activities undertaken by the Company during the year under
review.

27. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to 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 is provided in this Report as Annexure-C which forms part of this Report.

28. HUMAN RESOURCES:

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

29. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are
listed on SME Platform of BSE Limited as referred to in Chapter XB of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of
adoption of IND-AS w.e.f. 01^st April, 2017.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees.
There exist at the group level an Internal Complaints Committee (‘ICC’) constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is
strongly opposed to sexual harassment and employees are made aware about the consequences of
such acts and about the constitution of ICC. During the year under review, no complaints were filed
with the Committee under the provisions of the said Act in relation to the workplace/s of the
Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto
March 31, 2025 and accordingly such accounts and records were not required to be maintained.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

34. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only
through electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website at www .manoj j ewellerslimited.com.

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time
settlement with any bank or financial institution; hence no disclosure or reporting is required.

37. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), with respect to Directors
Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a
going concern basis following applicable accounting standards and that no material departures
have been made from the same;

b) Accounting policies selected were applied consistently and the judgements and estimates related to
these financial statements have been made on a prudent and reasonable basis, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits and
loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

For and on Behalf of the Board
Manoj Jewellers Limited

Sd/- Sd/-

Manoj Kumar Raj Kumari

Managing Director Whole-Time Director

DIN: 01730747 DIN: 09607998

Place: Chennai
Date: 12^th August, 2025