Sunraj Diamond Exports Ltd

To,

The Members,

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.

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

(Rs. in hundreds)

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.

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

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.

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 reappointment. 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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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..

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.

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.

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

No fraud was reported by the Statutory Auditor.

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.

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.

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.

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.

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.

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.

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.