Narbada Gems & Jewellery Ltd

To

The Members,

NARBADA GEMS AND JEWELLERY LIMITED

The Board of Directors is delighted to present the Thirty Two Annual Report on the business and operations of the Company (‘‘the Company'' or ‘‘NGJL), together with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023-24).

1. FINANCIAL PERFORMANCE AND OPERATIONS: Financial Results:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The key highlights of standalone financial performance for the year ended March 31, 2024, as compared with the previous year is summarized below: (Rs. in Lakhs)

(i) Operational Review:

The Company witnessed strong demand across its businesses achieving significant revenue uplift and ending the year on a strong note. Revenue from operations was recorded as Rs. 8462.07 Lakhs against Rs 9356.42 Lakhs during previous year. The Company reported a Net Profit of Rs. 508.48 Lakhs as against Rs. 355.17 Lakhs earned during previous year. Your Company is actively engaging with customers to nurture long-term partnerships while also seeking to establish new relationships. The Directors remain optimistic about the business's prospects and are hopeful for improved performance and increased revenue in the coming year. They are confident that these efforts will lead to greater success and sustained growth for the Company.

2. COMPANY'S STATE OF AFFAIR:

Your overview provides a detailed snapshot of the company's growth, strategic marketing approach, and industry challenges. Here's a concise summary highlighting the key points:

Company Performance and Valuation

• Growth Metrics: The Company has experienced impressive growth with a topline CAGR of approximately 35% over the last three years and an EBITDA CAGR of around 21%.

• Financial Strength: Strong financial fundamentals are evidenced by peer-average net margins and ROE percentages. The intrinsic value of the company exceeds its current market capitalization, suggesting potential for further growth.

New Product Launch

• Product Introduction: The company has expanded its exclusive jewelry line with the launch of the "Vilandi – Flat Polki Diamond Jewellery Collection," featuring heavy Royal Necklaces adorned with colorful Rubies, Emeralds, and other gemstones.

• Communication: a. Pull Mechanism: Leverages reputation and cumulative advantages to attract customers rather than traditional push methods. b. Direct Marketing: Utilizes personal presentations, product demonstrations, and participation in industry events to build and maintain relationships.

• Customer Engagement & Retention: a. Acquisition Criteria: Focuses on clients' creditworthiness, market standing, and long-term relationship potential. b. Ongoing Engagement: Regular interaction to align with customer preferences and market trends, aiming for high customer satisfaction and delight.

• Target Audience Segmentation: a. National Chains: Formal presentations and demonstrations (e.g., Kalyan Jewellers, Malabar Gold & Diamonds). b. Local Chains: Informal approaches with physical stock presentations (e.g., P. Satyanarayan & Sons, Chemmanur Jewellers). c. Family Jewellers: Personalized engagement with high retention (e.g., Mangatrai Pearls, Amarsons Pearls & Jewels).

• Distributors & Exporters: Tailored strategies for supply and export (e.g., Tilak Exports Imports).

• Industry Challenges and Future Outlook a. Labor Issues: Shortage of skilled labor and resistance to automation due to traditional methods. b. Automation: The shift towards high-end automation is ongoing but slow, with a need for systematic training for new technologies.

FUTURE PROSPECTS: Positive impacts of industry polarization are expected within a few years, improving margins and turnover. The company anticipates maintaining its gross profit margin despite higher top-line growth and will continue to manage fixed expenses and gold price fluctuations effectively. The long journey of Narbada Gems into its niche space of crafted jewelleryand where it stands today is a testament to the ability to withstand different kinds of challenges in the long-run and not only survive but thrive in their midst.

• The Management exhibits visionary thinking from one generation to the next, each in their own context. One of the more notable displays of the same being the decision & efforts taken to build a strong manufacturing presence. An endeavour thought of and executed by the 4th generation with the wisdom, guidance & platform provided by the earlier generations.

• The Company has moved into the new manufacturing capacity at Basheerbagh, Hyderabad in a premises owned by the promoters for future growth of the Company to cater to growing demand. The new factory will be more technology oriented and shall be a state of art facility with well -planned layout and use of high end tech tools for the designing section. The unit specializes in Gold ornaments studded with flat diamond and color gemstones. The said facility of the Company will be well equipped with state-of-the-art machinery and technology by using Computer Aided Design (CAD and Computer aided model manufacturing (CAM), increasing the overall capacity and enhanced finishing of the products. The management is hopeful that production capacity will be increased to three times.

• The Company is redefining its Production processes and manufacturing facilities are benchmarked against the finest in the world and equipped with the latest, state-of-the-art technologyand machinery leading to a dedicated, loyal and supportive clientele for whom the company is an integral partner and hence there is no incentive for them to deal with cumbersome nature of switching mechanism and related costs.

• Within a short time after moving to the new state of the art factory, the established systems and processes will lead to supply chain efficiency through leveraging of technology and scale of operations will set in. The long-standing presence and legacy of the group as a whole further mitigates threats from incumbents as well as new competitors. In the industry-specific context, it will be difficult to establish a similar level of acceptability amongst jewellery players in India.

This summary captures the essence of your detailed information and can be used to communicate the company's strengths, strategies, and outlook effectively.

3. DIVIDEND:

During the Financial Year, based on the Company's performance, In order to conserve resources for further expansion of the Company's business, your directors have opined to not recommend dividend for the year 2023-24

4. TRANSFER TO RESERVES:

During the period under review, the Board of Directors has decided that Rs. 508.48 Lakhs to be carried forward to the reserves being profit for the year.

5. SHARE CAPITAL: (i) Authorised Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company is at Rs.21,50,00,000/ divided into 2,15,00,000 Equity shares of Rs.10/-each.

(ii) Paid-up Capital:

During the year under review, the Paid-up Share Capital of the Company stands at Rs. 21,15,73,100 divided into 2,11,57,310 Equity shares of Rs. 10 each.

(iii) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

(iv) Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

(v) Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

(vi) Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of the business of the Company.

7. DEPOSITS FROM PUBLIC:

During the year under review, the Company has neither accepted nor renewed any deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any modification, amendment and re-enactment thereto for the time being in force from the public.

8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / associate companies during the year under review.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of this Annual Report. The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report in accordance with the provision of Listing Regulations for the year ended March 31, 2024.

EARNINGS / OUTGO: A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable as our business is not specified in the Schedule. However, the Company makes its best efforts to conserve energy in a more efficient and effective manner.

B. TechnologyAbsorption

The Company has not carried out any specific research and development activities. Accordingly, the information related to technology absorption, adaptation and innovation is reported to beNIL.

C. ForeignExchangeEarningsandOutgo

During the year under review, the Actual Foreign Exchange Earnings: Rs. 4,03,15,298 Foreign Exchange Outgo:Nil.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises ofSix (6) Directors with an optimum combination of Executive, Non-Executive, Independent Directors. The details of Board and Committee composition, tenure of directors, number of meetings and other details are provided in the Corporate Governance Report which forms of this Annual Report.

a) Appointment/Re-appointment/Change in Designation of Director:

During the year under review, there were no changes in the Board of Directors of the Company.

i. Appointments during the year: During the Year NIL. But after the end of Financial Year and before Board Report, Ms. Harsha Gami has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 10.08.2023

ii. Resignations:

During the Year NIL. But after Financial Year and before Board Report, Ms. Harsha Gami Company Secretary and Compliance Officer of the Company has resigned w.e.f 15.07.2024. The Board places on record its appreciation for the valuable contribution made by the Ms. Harsha Gami during her tenure.

Except as mentioned above, there have been no other changes in the Key Managerial Personnel of the Company. As on March 31, 2024, the Company has following directors and Key Managerial Personnel:

Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms part of this Annual report.

Further on 31.08.2024 following changes took place in the Board Composition;

c) Meetings of the Board:

During the year under review, Six(6) meetings of the Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of Board meetings and other details are provided in the Corporate Governance Report which forms of this Annual Report.

(i) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down in Section

149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, with respect to their name appearing in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

(ii) Familiarization Programmes for Independent Directors:

In accordance with the requirements of Listing Regulations, all the Independent Directors are familiarized with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of the familiarization programme imparted to Independent Directors of the Company during Financial Year 2023-24 are available on the website of the Company at www.narbadajewellery.com

(f) Committee of the Board and details of meetings:

The various Board constituted Committees as stipulated under the Companies Act and Listing Regulations are as follows: (i) Audit Committee; (ii) Nomination and Remuneration Committee; (iii) Stakeholders Relationship Committee; The committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently. The details of constitution, terms of appointment and meetings of the committee is given in the Corporate Governance report as Annexure IV. All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.

(g) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board diversity, the policy is available on the website of the Company www.narbadajewellery.com

12. BOARD EVALUATION:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 (10) of the Listing

Regulations, an evaluation of the annual performance of the Board, its Committees and Individual Directors were undertaken by the Board. To ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ("NRC") has put in place evaluation framework for conducting the performance evaluation exercise.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its committees and individual Directors for financial year 2023-24.

The performance evaluation of the Board was conducted based on key attributes such as composition, administration, corporate governance, independence from Management, safeguarding the interest of the Company and its minority shareholders etc. Parameters for evaluation of Directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, the Committees were evaluated on parameters such as adherence to their terms of the mandate, deliberations on key issues, reporting to Board etc. Evaluation of the Chairman was focused on the basis of his leadership, guidance to the Board and overall effectiveness. The Directors expressed their satisfaction with the evaluation process. In a separate meeting held by the Independent Directors, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Board.

13. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are in complianceof the Companies Act, 2013 and the SEBI Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large.

All Related Party Transactions entered into by the Company were in the Ordinary Course of Business and at an Arm's Length basis and were reviewed and approved by the Audit Committee and the Board and have been approved by shareholders also Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report. In compliance with the requirements of the Listing Regulations, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company's website: www.narbadajewellery.com Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as "Annexure – III" to this Annual Report.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India (‘ICSI').

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief your Directors state that: a. In the preparation of the annual accounts for financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the financial year ended March 31, 2024; c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They had prepared the annual accounts for the financial year ended March, 31, 2024 on a ‘going concern basis'; e. They had laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. AUDITORS AND AUDIT REPORT: a) Statutory Auditors: M/s Anant Rao & Malik, Chartered Accountants, (Firm Reg. No.006266S, M.No.022644), Hyderabad were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting of the Company, to hold office till the conclusion of the 33rd Annual General Meeting to be held in the calendar year 2025 for issuing the Audit report on the financialposition of the Company. The Statutory Auditors of the Company had issued their Report for the financial year ended 31st March,2024 which is with unmodified opinion (unqualified).

There is no adverse remark(s)/qualification(s)/reservation(s)of the Statutory Auditors in their report for the financial year ended 31st March, 2024. Hence, no explanation or comments from theBoardunderSection134(3) (f)oftheCompaniesAct,2013isrequired.

Reporting of Frauds by Auditors:

During the year under review, there is no instance of frauds reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

b) Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, CS. Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad (ICSI Membership No. 3489; CP No.:3479) has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as "Annexure I" to this report.

The Annual Secretarial Compliance report as per Regulation 24A of SEBI (LODR)Regulations, 2015 as amended, is enclosed as "Annexure II" to this report.

c) Internal Auditors:

The Company has appointed M/s Krishna and Suresh, Chartered Accountant ,Hyderabad (Firm Registration No- 001461S) as its Internal Auditors. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

1. CREDIT RATING:

The Company has been awarded CRISIL BB+/Stable credit rating for Cash Credit. The rating reflects CRISIL'S expectations that the company's operational and financial profile will continue to improve backed by its expanding order book position and scale, and it will maintain healthy profit margins.

Details of Bank Lenders & Facilities:

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule- VII of the Companies Act, 2013, the provisions of Corporate Social Responsibility (CSR) have not been applicable to the Company so far. However, as the profit for the year under review has exceeded Rs. 5 crores, the Board has constituted Corporate Social Responsibility (CSR)Committee on 31.08.2024 in accordance with the provisions of Section 135 of the Act read with Rules thereto

REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, as well as the size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure the reliability of financial reporting, providing timely feedback on the achievement of operational and strategic goals, ensure compliance with policies, procedures, applicable laws and regulations, and assure that all assets and resources acquired are used economically.

Based on the deliberations with Internal Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies & procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the internal control system followed by the Company.

20. CODE OF CONDUCT:

In compliance with Regulation 17 (5) of Listing Regulations, the Company has a comprehensive Code of Conduct (‘the Code') in placeapplicable to all the senior management personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities.The Codeprovides guidance on ethical conduct of businessand compliance of law. The Code is available onthe Company's website atwww.narbadajewellery.com The Members of the Board and Senior Management Personnel have affirmed compliance with the respective Code of Conduct, as applicable to them for the financial year ended March 31, 2024. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.

21. ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the year ended March 31, 2024, has been hosted on the Company's website, which can be accessed at www.narbadajewellery.com

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company is committed to maintain the high standards of corporate governance and adheres to the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under PartE of ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-IV(a)

22. COMPANY'S POLICIES:

The details of the policies approved and adopted by the Board are provided in the Corporate Governance Report which forms part of this Annual Report.

THE COMPANIES ACT 2013:

The Company has not given any Loans, Guarantees or made any Investments under section 186 of the Companies Act 2013.

24. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with an objective of having a Board with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors can be accessed at the web-linkwww.narbadajewellery.com Based on the recommendations of Nomination and Remuneration Committee, the Board has framed a Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration,specifying criteria for evaluation of performance and process. As part of the policy, Company strives to ensure that: i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ii. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and iii. Remuneration to Directors, Key Managerial Personnel (KMP) and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for the Human Resources and Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company.

• It lays down the parameters based on which payment of remuneration (including sitting fees andremuneration) should be made toNon-Executive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

The Remuneration Policy, outlining the principles and guidelines for the compensation of Directors, Key Managerial Personnel (KMP), Senior Management and other employees can be accessed at the web-linkat www.narbadajewellery.com

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage directors,employees and other stakeholders to report anyinstances of unethical orimproper activity, actual or suspected fraud or violation of the Code of Conduct without fear of retaliation.The policy also providesaccess to the Chairperson of the Audit Committee undercertain circumstances. The policymay be accessed on the Company's website at www.narbadajewellery.com.

During the year under review, your Company has not receivedany complaints under the vigil mechanism

REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, NONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the 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 other than those mentioned in Annexure VI (b).

27. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr. Sanjay Kumar Sanghi), Managing Director of the Company to the median remuneration of the employees is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2023-24.

28. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

In compliance with the provisions of SEBI (PIT) Regulations, 2015, the Board has formulated a Code of Internal Procedures and Conduct to regulate, monitor, and report trading by Insiders. This code outlines the guidelines and procedures to be followed, and the disclosures required by insiders when dealing with Company shares, while also warning them of the consequences of non-compliance. The code of conducthas been hosted on the Company's website, which can be accessed at www.narbadajewellery.com.

Further, the Board has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Policy"). This code ensures the fair disclosure of events and occurrences that could affect price discovery in the market for the Company's securities, promoting uniformity, transparency, and fairness in dealings with all stakeholders, and ensuring adherence to applicable laws and regulations. The Fair Disclosure Code has been hosted on the Company's website, which can be accessed at www.narbadajewellery.com.

29. POLICY ON SEXUAL HARASSMENT:

The Company has always believed in proving a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been constituted by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2024, no complaints pertaining to sexual harassment have been reported.

30. LISTING STATUS:

The Equity Shares of the Company are listed on the BSE Limited (BSE). The annuallisting fees for the year 2024-25 have been paid to the exchanges. The Company has also paid the Annual Custody Fee to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year ended March 31, 2024.

31. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD'S REPORT:

The Company has not made any revisions to the FinancialStatements or Board's Report for any of the three preceding financial years.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, no significant and /or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status of the Company and its future operations.

33. DEVELOPMENTAND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has a well-defined process in place to ensure appropriate identification and treatment of risks. Risk identification exercise is inter-woven with the annual planning cycle which ensures both regularity and comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating managers drives the conception and subsequent augmenting of mitigation plans.

All risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

34. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application have been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

35. ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES:

The Company has taken pioneering steps in the line of business to undertake its manufacturing activity in a premises which is a IGBC certified GREEN Building and the installations have been very carefully structured for minimum use of polluting materials and electrical power. After few months, Company will take steps to fulfill its power requirements from the roof top solar power units also.

The Human capital is of prime importance in the jewellery business and the Company has been marching ahead with various initiative for its PEOPLE. The artisans are supported for their children education, the social aspect of their lives are well taken care.

Being a BSE listed Company, effective and orderly governance comes naturally to the Company which is spearheaded by the Board of Directors and the Standards of Practices to be followed for Board and Governance are well defined and are implemented with a flair of penchant and diligence.

36. HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government. We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

37. COST RECORDS:

Your Company is not required to maintain cost records as specified under Section 148 of the Act.

38. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the Annual report as Annexure IV(b)

39. MANAGERIAL REMUNERATION

The Company's policy on Director's appointment and remuneration in accordance with Section178 (3) of the Companies Act, 2013 and the same is available on the website of the Company at www.narbadajewellery.com. No remuneration is being paid to the Managing Director or any other Director of the Company. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules1975, in respect of Directors and KMP's of the Company are furnished hereunder: a. All pecuniary relationship or transactions, of the non-executive directors of the Company: The Non-executive Directors does not have any pecuniary relationship or transactions of the Company.

b. Details of percentage increase in the remuneration of each Director and CFO and Company Secretary in the Financial Year 2023-24 are as follows:

*For the part of financial year c. Details of a fixed component and performance-linked incentives, along with the performance criteria: The Company does not have any performance-linked incentives for the Directors and CFO the appointments are made for a fixed period of time on the terms and conditions in the respective resolution passed by the Board/Members in the Meeting d. Number of permanent employees on the rolls of the Company as on 31st March, 2024 are 113. e. Stock option details: Nil

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of disclosures in the report w.r.t. employees of the Company. During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

40. GENERAL:

During the year under review, your Directors notify that no disclosure or reporting is required for the following items as there were no transactions related to these items during the financial year under review: (i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

(iii) The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

(iv) There was no one-time settlement with any Banks or Financial Institutions during the year.

Hence, disclosure pertaining to difference between amount ofthe valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

41. HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

42. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The Board of Directors also acknowledges the support extended by the analysts, bankers, central and state government organisations and agencies, media, customers, suppliers, shareholders and investors at large. The Board look forward to your continued supportin the Future.