RBZ Jewellers Ltd

To,

The Members,

M/s. RBZ JEWELLERS LIMITED

Your directors have pleasure in presenting their 16^th Annual Report together with Audited Financial Statement for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

( In Lakhs)

2. REVIEW OF OPERATION

Your directors are pleased to inform you the revenue from the operation of the Company for the year under review increased by 13.72% to 32742.93 Lakhs as against 28,792.78 Lakhs in the previous year. During the year under review, the Company has earned net profit of 2161.02Lakhs as against the net profit of 2243.52 Lakhs in the previous year. Barring unforeseen circumstances, your Directors are hopeful of achieving better financial performance in the coming years.

3. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

4. TRANSFER OF RESERVES

The Company did not transfer any sum to general reserves for the year ending March 31 2024.

5. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of the business during the Financial Year ended March 31, 2024.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN

THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

7. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

8. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, setting out the parameters for the declaration and distribution of dividends. The Policy is available on the website of the Company at https://rbzjewellers.com/policies/

9. FINANCE

In the month of July, 2023 IDBI Bank has sanctioned to the Company additional working capital of 7.00 Crores over & above existing credit facilities of 33.15 Crores.

During the year under review, the Company had successfully came out with the Main Board Initial Public Offering (IPO). The Public issue consisted of a fresh Issuance of 1,00,00,000 Equity Shares of face value of 10/- each fully paid up for cash at price of 100/- per share (including a premium of 90/- per shares aggregating to 100 Crores which was opened for subscription on Tuesday, December 19, 2023, and closed on Thursday, December 21, 2023. A_er completion of IPO, the paid-up share capital of the Company increased to 40,00,00,000/- consisting of 4,00,00,000/- fully paid-Up equity shares of 10/- each.

UTILISATION OF IPO PROCEEDS

The Proceeds from the IPO Net off issue related expenses is 8902.00 Lakhs. The Break-up of IPO proceeds is as under:

(Amount in Lakhs)

The funds raised by the company through Initial Public Offer are utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund. The Company has appointed CRISIL Rating Limited as monitoring agency for utilization of IPO proceeds.

11. LISTING WITH STOCK EXCHANGE

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) on December 27, 2023. The listing fee for the Financial years 2023-24 and 2024-25 are paid to both the Stock Exchanges.

The Company does not have any subsidiary, joint venture or associate Company.

A. Authorized Share Capital

The present Authorized Capital of the company is 50,00,00,000/- (Rupees Fi_y Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of 10/- (Rupees Ten Only) each as on March 31, 2024.

B. Issued, Subscribed and Paid-up Share Capital:

During the financial year under review, the Company has issued and allotted 1,00,00,000 equity shares of 10/- each pursuant to the Initial Public Offering (IPO) by way of fresh issuance of its equity shares at an offer price of 100/- per equity share, consequently the issued, subscribed and paid-up Equity Share Capital as on March 31, 2024, is 40,00,00,000 divided into 4,00,00,000 Equity Shares of Re. 10/- each.

C. Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

D. Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

F. Employees Stock Option Plan

Your Company has not issued any shares under any Stock Option Scheme to the employees.

I. Composition of the Board of Directors

The Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including two (2) Women Independent Directors. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings during FY 2023-24 are provided in the Corporate Governance Report which forms part of this Report.

II. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajendrakumar Kantilal Zaveri (DIN: 02022264), Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself reappointment.

Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

III. Change In Directors

Mrs. Nirupa Kiran Bhatt has been appointed as an Additional Director designated as Non- Executive Independent Woman Director of the Company w.e.f. 20th May 2023 for a period of 5 years. Her appointment as a Non-executive Independent director was regularized and approved by the members at Extra-ordinary General Meeting of the Company held on 20th May 2023.

IV. Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from Mr. Vasant B. Patel (COP No. 3848), Company Secretary in Practice, Proprietor of M/s. Vasant Patel & Associates and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India ("SEBI") or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the FY 2023-24.

V. ANNUAL COMPLIANCE AFFIRMATION

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have a_irmed compliance with the code of conduct for Board of Directors and senior management Personnel.

VI. Key Managerial Personal

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act,2013 as on 31^st March, 2024 are as follows:

VII. Declaration By Independent Directors

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further there has been no change in the circumstances which may affect their status as Independent Director during the year under review.

VIII. Statement Regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields. As per the recent amendments of the Companies Act, 2013 the online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for the Independent Directors who have served a Company in such capacity for a total year not less than three years. Accordingly, the Company's Independent Directors have already passed the online proficiency self-assessment test.

IX. Evaluation of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year under review the annual performance evaluation of the Board, its Committees and each Director has been carried out.

15. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received CRISIL BBB/Positive/CRISIL A3+ ratings for its long term and short-term banking facilities.

16. FAMILIARIZATION PROGRAM

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors' Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Company's codes & policies. The Policy for Familiarization Programs for Independent Directors is available on the Company's website and can be accessed through https://rbzjewellers.com/policies/

17. NUMBER OF BOARD MEETINGS

The Board met 10 (Ten) times during the Financial Year 2023-24. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees or provided security (ies) and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Particulars of contracts or arrangement or transactions entered by the company with the related party during the financial year under review, in terms of provisions of section 188 of the companies act, 2013 and rules made there under in Form AOC-2 is given in "Annexure-A" attached to this report. There were no materially significant related party transactions made by the Company with its promoters, directors or their relatives during the year, which may have potential conflict with the interest of the Company at large.

20. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO a) Conservation of Energy

Your Company is taking utmost care to conserve energy wherever possible.

b) Technology Absorption

During the year under review, there was no technology absorption,

c) Foreign Exchange Earnings and Outgo

During the year, your Company's foreign exchange earnings were 354.35 Lakhs from export of the goods and there were no foreign exchange outgo.

22. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationships with its employees at all levels. Your directors place on records their appreciation for the significant contribution made by the employees through their competence, hardworking, sustained efforts, co-operation, and support.

We firmly believe that our dedicated workforce is our most valued asset. It is through their diligent efforts, hard work, and perseverance that we have been able to deliver encouraging financial results. We are a Great Place to Work-certified Company and remain committed to understanding the needs of our employees and proactively investing in initiatives focussed on their professional development and overall well-being.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report. The Annual Report on CSR activities is annexed to this Report as Annexure – B. The CSR policy is available on your Company's website https://rbzjewellers.com/policies/

25. ANNUAL RETURN

The Annual Return for Financial year 2023-2024 as per provisions of the Act and Rules thereto, is available on the Company's website https://rbzjewellers.com/annual-returns/

The Company has developed a suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanisms for risk evaluation and mitigation and the risk management process.

27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there were no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

28. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

29. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: -

a) That in the preparation of the annual accounts for the year ended 31^st March, 2024; the applicable Accounting Standards had been followed and there are no 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 of the Company for the year ended 31^st March, 2024 ;

c) That the directors had taken proper and su_icient 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) That the directors had prepared the annual accounts on a "going concern" basis ;

e) The Directors had laid down internal financial control 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 are adequate and operating effectively ;

M/s. G. K. CHOKSI & CO., Chartered Accountants, (Firm's Registrations No. 101895W) were re- appointed as the statutory auditors of the Company in the 11th AGM held on 30th September, 2019 to hold office for a second term of five consecutive years till the conclusion of the 16th AGM to be held in the year 2024. They have completed 10 years as Statutory Auditors of the Company. As per the mandatory provision of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company will have to appoint new Statutory Auditors in place of retiring Auditors at the ensuing AGM. Hence it is proposed to appoint M/s. Sorab S. Engineer & Co., Chartered Accountants, (Firm's

Registration No.110417W), as the Statutory Auditors of the Company for term of five consecutive years to hold office from the conclusion of the forthcoming 16th AGM till the conclusion of 21^st AGM to be held in the year 2029. The Board recommend their appointment to the Members.

The notes on the financial statements referred to in the Auditors' report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the report of the statutory auditors for the financial year ended March 31, 2024.

II. Secretarial Auditors and Report_

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vasant Patel and Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company appointed Vasant B. Patel, Proprietor of to conduct Secretarial Audit of the company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this Report as "Annexure-C". With regard to the observation of the Secretarial Auditors that there were few instances of delay in filing of forms with the Ministry of Corporate Affairs which were filled with additional fees, it is stated that there were few instances of delay in filing of forms due to technical glitches at MCA website, however the said forms were filed with additional fees.

III. Cost Auditors and Report

The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.

IV. Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder, the Board of Directors of your Company has appointed M/s. Ashok K. Bhatt & Co., Chartered Accountant (ICAI FRN NO: 137669W) as an Internal Auditors of the Company for the financial year 2023-2024.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the e_icacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for e_icient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

32. RELATED-PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Company's website athttps:// rbzjewellers.com/wp-content/uploads/2024/04/Policy-On-Materiality-Of-Dealing-With-Related-Party-Transactions.pdf .All Related Party Transaction that were entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All related party transactions were placed before the Audit Committee/ Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature.

During the year under review, material transactions with Related Parties which are on an arm's length basis are disclosed in Form AOC-2 and are appended as Annexure A to the Board's Report. The Related Party Transactions Policy is uploaded on the Company's website i.e. www.rbzjewellers.com under the section Investor Relations.

33. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

34. INSURANCE

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

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

The Company has always been committed to provide a safe and conducive work environment to its employees. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. Your directors further states that during the year under review there were no cases filed pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

36. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

37. CORPORATE GOVERNANCE REPORT

Pursuant to regulation 34 of the SEBI (LODR) Regulations, 2013, Corporate Governance report for the year ended March, 31^st, 2024 with a detailed Compliance report thereon forms an integral part of this report. It also includes a certificate from Statutory Auditors/Practicing Company Secretaries in respect of compliance with the provisions of the SEBI (LODR), Regulation, 2014 related to Corporate Governance.

38. SECRETARIAL STANDARDS

The Secretarial Standards as issued by the Institute of Company Secretaries of India, have been complied during the year under review.

39. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure – D of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered O_ice of the Company during working hours. Any shareholder interested in obtaining a copy of the same may write to investor@rbzjewellers.com.

40. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. The Vigil Mechanism is available on the website of the Company at https://rbzjewellers.com/policies/

41. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances during the year under review: -

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

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

Issue of any equity shares under Employees Stock Option Scheme.

Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.

One-time settlement with any Bank or Financial Institution.

42. APPRECIATION

The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees offithe Company at all levels and looks forward to their continued support.