Divine Hira Jewellers Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your directors have pleasure in presenting toe third (3rd) Ann jal Report on the business operation of your Company together with the Audited Financial Statements and the Auditor’s Report thereon ^for the financial year ended March 31. 2025.

This Report Is in accordance with the applicable provision of the Compan es Act, 2013 (“the Act") the rules thereunder and the Securities and Exchange Board of India (Listing Obligations anc Disc osure Requirements) Regulations. 2015 ("SEBI Listing Regulations") applicable to companies listed ontheSME Platform, as amended from time to time.

1. FINANCIAL RESULTS

The Financial Performance of the Com pany for Financia vear 2C23-24 and 2024 -25 is summarized as below:			Amount in lakhs
Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Revenue of operation	35,880.52	18,325.6*
Other income	16.43	15.44
Total Revenue	35,896.94	18,341.05
Total expenditure	35;54.35	18.143.04
Profit before tax	742.60	198.00
Current lax	186.16	49.42
Tax expenses for earlier years	-	(0.14)
Deferred Tax	3.89	0.41
Tax expenses	IS7.05	49.69
Net Profit after tax	555.55	148.31
Basic and diluted earnings per share	5.79	2.03

2.    FINANCIAL SUMMARVOR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the Financial Year 7024-2075, the Company recordeo tota revenue of Rs. 3,58,96,94,954.53/- (Three Hundred Fifty-Fight Crore Ninety Six Lakh Ninety Four Thousand Nine Hundred Fifty Feu r Rupees ard Fifty Three oaisa Only) as compared to the total revenue of Rs L83.AI.05.255.83/- (One Hundred Eighty-Three Cro'e Forty-One Lakh Five Thousand Two I luncred Fifty Five Rupees and Eighty-Three Paisa Only) in the previous year. The Company recorded a Net Profit of Rs. 5,55,54,740.92/- (Five Crore Fifty-Five Lakh Fifty-Four Thousand Seven Hundred Forty Rupees and Ninety-Two Paisa Only) as compared to the Net Profit of Rs. 1,48,31,125.74/- (One Crore Forty-Fight I akh Thirty-OneThousand Ore Hundred “wenty-Five Rupees and Seventy Four Paisa Only) in the previous year.

3.    STATE OF COMPANY AFFAIR

Our Company is engaged In the trades or business of manufacturing, making, buying and selling in ornaments, articles, bar, coins and jewelry of all kinds in Gold and Silver. In continuation of tne strategy to focus on market percolation ^:n all the major cities while delivering customer satisfaction and diverse portfolio of orocuct. your Company will continue to explore growth opportunities and increase its customer base ir India. Your directors are ootimistic about your Company's robust growth in the financial year 2024-2025 In view of the booming ousiness of the Company.

4.    CHANGE IN THE NATURE OF BUSINESS

There were no significant materia changes anc commitments that have occurred.

5.    TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount lying with regard to unpaid and unclaimed dividend of earl'er years which was required to be transferred or is due to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25, in terms of tne applicable provisions of the Act read with tne IEPF Authority (Account’rg. Audit, Transfer ana Refund) Rules, 2016 {’IEPF Rules'), as amended time to time.

There were no shares on which were required to be transferred or is due tc be transferred to the IEPF, during the FY 2024-2S.

6.INITIAL PUBLIC OFFER AND LISTING OF SHARES OF THE COMPANY

The Shares of the Company were listed on National Stock Exchange SME platform, on March 24, 2025. Tne Company has oaid the annual listing fee for the financ'al year 2024-2025. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0NA501011.

Depositories

Your Company has arrangements with National Securities Depository Limited {‘NSDL‘) ard Central Deoositcry Services {India) Limited ('CDSL'}, the Depositories, for facilitating the members to trade in tne fully paid-up equity shares of the Company in Dematehalized form. The Annual Custody fees for the FY 2023-2** has beer paid tc both the Depos'tories.

7.    STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

During the year under review, the company has come up with Initial Public Offer of 35,37,600 (Thirty-Five Lakh Thirty-Seven Thousand and Six Hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 90/- pe- Equity share, including a premium of Rs. 80/- per equity share aggregating to Rs. 3183.84 Lakhs. Pursuant to Regulation 32{1)(a) and 32(1) (b> of The SEBI {Listing Obligations and Disclosure Requirements) Regulations. 2015, the Company hereby states that: - There nes been no deviation or variation in the utilization of the public issue proceeds from the objects stateo in the prospectus oateo March 6,2025.

8.    CAPITAL STRUCTURE

A.    AUTHORISED SHARE CAPITAL Increase In Authorized Share Capital:

The company has increased its authorized share cap ta from Rs.11,00,00,000/- {Rupees Eleven Crore On y) divided Into 1.10.00.000 {One Crore Ten Lakh) equity shares of Rs. 10 each to 15.C0.00.00C (Rupees ^cifteen Crore Only) divided into 1.50.00.000 (One Crore Fifty Lakh) eouity shares of Rs. 10 each.

B. PAID UP CAPITA 1

The Company has issued shares during the year under review in the ¦‘o lowing manner:

Â	Sr. No.	No of Shares	Date of Allotment		Type of Issue		Â
	1.	219A500	I5.06.2C2A		Bonus Issue
	2.	355/600	20.03.2025		Pub ic Issue
The Issued. Subscribed and Paid up capital's Rs. 13.CA.71.000/ (Rupees Tnirteen Crore Four Lakh Seventy One "heusand) divided into 1.30.47.100 (One Crore Thirty Lakn Forty-Seven Thousand and Ore Hundred) equity shares of Rs. 10/ The details transaction undertaken by company, c uring the year under review, prcvidec below: Further, disclosure of issue of equ'ty shares includes the fo lowing: 1) Bonus Issued
Date of issue and allotment;						Date of Issue - 30/05/202A Dote of Allotment- 1S/O6/202A
Method of allotment (QIP. FPO. ADRs. 3DRs. rights issue, bonus ‘ssue. preferential issue, private placement, ccnversior of secur'ties etc.)						Bonus Issue
issue price;						Bonus Issue: Rs. 10
Conversion price;						N.A
Number of shares allotted or to oe allotted in case the right or option is exerdsec by all the holders of such securities						21.9A.500
Number of shares or securities allotted to the oremoter group inducing shares represented by depository receipts);						21.88.800
in case, shares or securities are issued for consideration other tnar cash, a con-'rmation that price was determined cn the valuation report of a registerec valuer						Not Apolicabie
2)lnitial Public Offer
Date of issue and allotment;				Date of Issue - 29/07/202A Date of Allotment - 20/03/2025
Method of allotment {QIP. FPO. ADRs. GDRs, rights issue, bonus issue, preferential Issue, private placement, conversion of securities etc.)				nit al Pubi c Offer
ssue price:				Rs. 90

Â
Conversion price;			N.A
Number of shares allotted or to be allotted in case the right or option is exercised by all the noldersof such securities;			35.37.600
Number of shares or securities allotted to the promoter grouo including shares represented by depository receipts);			NIL
In case, shares or securities arc issued for consideration other than cash, a confirmation that price was determined on the valuation report of a registered valuer			Not Applicable
9.    DIVIDEND The Board does not recommend any divicerc on Equity Shares for the financial year ended March 31, 2025. 10.    RESERVES No Amount has been transferred to Gene'al Reserve. 11.    DETAILS OF HOLDING. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES During the year under review, no company has become or ceases to become subsidiary, joint venture or associates of companies. 12.    REGISTRAR AND SHARE TRANSFER AGENT To provide services to the Shareholders, the Company has appointed Rigshare Services Private I imited having it’s, office at OfficeNo S6-2. 6th Floor. Pinnacle Business Park, Next to Anura Centre. Maha-rall Caves Road. Ardnerl (East) Mumbai - 400093. as Registrar and Transfer Agent (RTA) & Share-Transfer Agent (STA) o*the Compcry. 13.    CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) The following sre the Directors and KMP of the Company as on the financial year ended March 31. 2025
Sr. No	Name of the Director			DIN	Designation
1	Niraj Hirachand Gulecha			09238372	Whole Time Director
2	Hirachand Pukhraj Gulecha			0967756?	Managing Director
3	Khushbu Niraj Gulecha			09677573	Director
4	Manoj Premkumar Bohra			07915840	Independent Director
5	Hiram Zubair Shaikh			07930501	Independent Director
6	Ganesh Rhanudas Rhayrie			GFFPR9700I	CFO
7	Jai Dilip Shrimankar			CMIPS5563E	CS
During tho year under review and as on date of this report tne following officials wo-o oppointcd/rcsignoc or redesignated:
Name		Designation	Appointment/ Resignation			Date of Appointment/ Resignation
Ganesh Bhanudas Bhayde		Director	Resignation			19/07/2024
Heena Dhiraj Rathod		Director	Resignation			19/07/2024
Ganesh Bhanudas Bhayde		CFO	Appo'rtment			21/10/2024
Jai Dilip Shrlmankar		Comoany Secretary	Appo'rtment			19/07/2024
Manoj Premkumar Bohra		Independent Director	Appo'rtment			17/07/2024
Hiram Zubair Shaikh		Indeoendont Director	Appo'rtment			10/06/2024
Hirachand Pukhraj Gulecha		MD	Appo'rtment			D1/06/2024
Niraj Hirachand Gulecha		CFO	Resignation			21/10/2024

14. DECLARATION FROM INDEPENDENT DIRECTOR

The company has received necessary dec arot'ons from all the Independent Directors o^s the Company in accordance with Section 149 (7) of the Companies Act 2013, that tney meet the criteria of 'rdependenco as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) ofSEBI (Listing Obligations and Disclosure Recurements) Regulations. 20*5 (‘SEBI Listing Regu at ons"). There has been no change in the circumstances affecting their status as an rdepencent D'recto- during tne year.

The Independent Directors have also confirmee that they have complied with Schedule IV of the Companies Act. 2013 and the Company's Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, exper'ence and expertise in industry knowledge and corporate governance and they hold hignest standards of Integrity.

The terms and concitions of appointment of independent Directors a'e as per Schedj e IV o* the Act. In te^rms of Section 150 of the Companies Act. 2013 read with Rule 6 of the Companies (Appointment arc Qualification of Directors) Rules. 2014. Independent Directors of the Company have confirmed that they have 'eg ste^ed themselves with the databank maintained by the Indian Institute of Corporate Affairs. Manesar (*IICA').

15.    DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 145 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVF.MMENT.

No fraud was reported by the Auditors under sub-section 12 of Sect or 143 of the Companies Act, 2013 read with the Rules made there under.

16.    HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to enjoy cordial relationship w'th all its personne at its Plants, Offices and on the field. Your company is organizing training Drogrammes wherever required for the employees concerned to improve their skill. They are also encouraged to participate in the seminars organised by the external agencies related to the areas of their operations. Your company continues to focus on attracting and retaining competent personnel end providing a nolistic envi'onment where they get opportunities to grow and realize their full potential. Your company is committed to oreviding al its employees witn a healthy and safe work environment.

17.    FUTURE OUTLOOK. RISK MANAGEMENT SYSTFM AND INTERNALCONTROL AND ITS ADEQUACY

Details relating to future outlook, risk management system and internal control and Its adequacy have been given in detail In the Management Discussion anc Analysis Report, which is part of the Directors Reoort. The Company has an adequate Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

The company has a suitable risk management po icy to Identify and mitigate risks. This Policy, Inter-aiia, Includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten tne existence of the Company.

18.    REPORT OF AUDITORS

During the Financiol Year under review, there arc no qual'ficat'ors. adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company and oy the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as Annexure II. There are no cases of fraud detected and reported by tne Ajditor under Sect or 143(12) during the Financial Year

i.Statutory Auditor; M/s Muchhal & Gupta, Chartcrco Accountants (Firm Registration No. C04423C) have boon appointed as Statutory Auditors at the Annual General meeting of the Company hold on September 30, 2023. for the term of 5 consecutive years from financial year: 2023-2024 till financial year: 2027-2023.

.Cost Auditor. The Company is not required to appoint a Cost Audi to- as per the previsions of Section 148 of the Companies Act. 2013.

¦ iter i-1 Au    The provisions of Section 138(1} of Companies Act, 20‘3 are now applicable to the Company and the Company has

appointed M/s K.A Mehta 8 Associates. Chartered Accountants, to carry out an Internal Audit for the Financial Year 2024-25. in its meeting of Board of Directors held on March "0,2025.

19.    SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made thereunder, mandate the company to have a Company Secretary in practice for furnishing a secretarial audit report: accordingly, we have appointed the Secretarial Auditor of the Company.

The Board of Directors of your Company have appointed M/s Jain a Vlshwakarma, Company Secretaries, a peer-reviewed firm, to act as the Secretarial Auditor to the Company, in the Meeting of the Board of Directors held cn March 10, 2025.

The Secretarial Auditors' Report for the financial year enceC 31st Maxh 2025 does not contain any qualificaron. reservation, or adverse remark. The Secretarial Auditors' Report for the financia year endec 31st March 2025, is enclosed as Annexure II to the Board's report, which forms part of this Integrated Annual Report

20.    MAINTENANCE OF COST RECORD

As per the Companies (Accounts) Rues. 2014. as amended frem time to time, disclosure as to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act. 2013 is not applicable to our Company and accordingly such accounts and '©cords are not required to be mace and maintained by the Company.

21.    DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to t'me uncer Section 133 of the Companies Act. 2013 read with Componios (Indian Accounting Standards) Rules. 2016 ics jed by the Min'stry of Corporate Affairs, have bcon followed in preparation of the financial statements of the company.

22.    EXTRACTOF ANNUAL RETURN. IF ANY

As required pursuant to Sect on 92(3) of the Companies Act, 20'3 ard Rule '2(1) of the Companies (Management and Administration) Rules. 2014. the Annual Return in E-fcrm MGT-7 shall be available at website of the Company at www.divinehiraiewellers.com.

In pursuance of the Companies (Management and Administration) Second Amendment Rules, 2023, the Board of Directors of the Company have appointed Mr. Niraj H rachand Gulecha (D N: 09238372) as the Designated Person for compliance unde'the said Rules.

23.    PARTICULARS OF EMPLOYEES

The disciosure as per Section 197(12) cf tno Companies Act. 2013 rood with Rule 5 (2) and RjIc 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2C14, in respect of employees cf your Company. Is available fo' inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.0C p.m. (1ST), on all working days (i.e.. excluding Saturdays. Sundays and Pub ic Holidays), upto the cate of the ensuing Annua General Meeting of the Company, subject to such rcct'ictions as may be 'mposed by the Gcvernmont(s) and/or leca authority(ies) from time to time.

24.    MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2026. sixteen Board Meetings were held i.e. on 01.06.2024. 30.06.2024, 10.06.2024, 15.06.2024, 19.06.2024, 16.07.2024, 19.07.2024, 29.07.2025, 01.08.2024, 05.09.2024. 07.09.2074, 20.09.2024, 71.10.2074, 09.01.7075. 10.03.2025 end 20.03.2025. The maximum gap between any two Boarc Meetings was less than One Hundred and Twenty days in accordance with the provisions cf the Companies Act. 2013. Tne Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors i.e. SS - 1 r relation to the Uoa'd Meetings held during the financial year ended March 31,2026.

The Composition of Boaro of Directors and the details o* meeting neld ana attended by Directors ere giver below:
Sr. No	Name Of Director	Category of Director	Number of Meetings Held During the Financial Year 2024- 2025
Â	Â	Â	Held	Attended
1.	Hirachand Pukhraj Guiecha	Managing Director	16	16
2.	Niraj Hirachand Gulecha	Whole 1 ime Director	16	16
3.	Khushbu Niraj Gulecha	Director	16	16
4.	Ganesh Bhanudas Bhayde	Director	6	6
5.	Heena Dhiraj Rathod	Director	6	6
6.	Hiram Zubair Shaikh	Independent Director	13	13
7.	Manoj Premkumar Bohra	Independent Director	10	10

25.    MATERIALCHANGES AND COMMITMENTS

No material changes and commitments affecting tne financia positior of your Company occumed between the end of toe Financial Year to which the Financial Statements relate up to the date of this Report.

26.    SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

27.    BOARD EVALUATION:

Pursuant to provision of Section 134(3) (p) of the Companies Act, 2013 and the applicable provisions of tne SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015, tne company has carried out evaluation of indivicual Directors as well as the entire Board and Committees thereof. The evaluat^Ton of the Board o* cirectors and Member of the committees was done by the Independent Directors and evaluation of the Independent Directors was cone by the Entire board.

The Board's functioning was evaluated cn variojs asoects, including inter alia degree of fulfilment of key responsibilities. Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on asoects such as attendance and contribution at Bca'd Meeting and guidance/suppo't to the management outside Bcarc/Committee Meetings.

28.    DEPOSITS

Your Company has neither accepted nor renewed any deposits during tne Fioarcial Year under review.

29.    PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT U/S 186.

The details of loans, guarantees or investments under Sect or 186 of the Act. are available under Note no. IS attached to the Standalone Financial Statements. The full particulars are available ^:r the Registe- maintainea unaer Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday ar d Sunday)

30.    RELATED PARTY TRANSACTIONS.

All contracts /arrangements / transactions entered by the Company during tne Financial Year 2024-25 with the related parties as defined under section 188 of companies act 2013. were in the ordinary course of business and at arm’s length basis and referred the note 28 of the financial statement for details of related party transaction.

Accordingly, the disclosure of particulars of controct/arrangemcnts witn -elated part'es in form AOC - 2 Is annexed hereto as Annoxuro I with the Board’s report.

31.    CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS S OUTGO:

The Details of Conservation of Energy, Technology Abso-ption, fo-eign exchange earnings 8nd outgo are as follows:

a. Conservation of Energy
(I)	the steps taken or Impact on conservation cf energy		Considering the nature of operations of the Company, your Company's operation does not consume significant amount of energy. The Company adopts all the energy conservation measures wherever possible across all its offices.
(H)	the stops taken by the company for utilizing alternate sources of cno-gy		Not opp icoblc. in v;ew of comments in clause (i)
(iii)	the capital investment on energy conservation equipment		Not app icable, in view of comments in clause (i)
b. Technology Absorption
(i)	The efforts mace towards Technology Absorption			Â
(H)	Renefits derived like product improvement, cost reduction, product development or import substitution;			Â
(iii)	The steps taken by the Company for utilizing alternate sou-ce of energy			-
(iv)	in case of imported technology (imported during the last three years reckoned from tne beginning of the financial year)-			Â
	(a) Details of Technology Import			Â
	(b)The year of import;			Â
	(c)Whether the technology been fully absorbed			Â
	(d)lf not fully absorbed, area where abso-ption has rot taker place, and the reason thereof			Â
Civ)	The expenditure incurred on Research ard Develooment			Â
c. Foreign Exchange earnings and Outgo
Description		FY: 2024-2025 (in Rs.)
Earnings		N ill
Outgo		30.70.01.004.50

32. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules. 2014, the Company is recuired to formulate the Co-porate Social Responsibility Policy. However, pursuant to section 135(9) of the companies act 20*3. constitution of tne Corporate Socia Respons'bil'ty Comrrvttee shal rot be applicable and the functions of such Committee provided under this section sha l. in such cases, bo discharged by the Board cf Directors of the company during the financial year ended 31st March 2025.

The brief outline of the CSR policy of the company and tne initiatives uncertaken during the year are set out it Annexure III in the format as prescribed by the ruies.

33.    SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of Indio and that s jeh systems aro adocuate one operating efficiently.

34.    VIGIL MECHANISM

The company has formulated and published a Whistle Blower Policy to orevide Vigil Mechanism for directors end employees of the company to enable them to report their genuine concerns, if any. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act the details of establishment of such mechanism is available on the website of the company i.e. https://divinehiraiewellers.com/oolicies/.

35.    AUDIT COMMITTEE

During the year under review, our Company has constituted the Aucit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2015 read with rule 6 of the Companies (Meetings of Board and its Power) Rules. 2014 and any other applicable guidelines.

The detail of the composition of the Audit committee along with their meetings helc/attended is as follows:

Namo of thG Director	Catogory	Attendance at the Committee meeting held on
		29/05/2024	19/07/2024	01/08/2024
’Hiram Zubair Shaikh	Chairperson	\A	NA	Present
’Manoj Premkumar Bohra	Member	\A	NA	Present
•NlraJ Hirachand Gulecha	Member	\A	NA	Present
Khushbu NlraJ Gulecha	Member	^resent	Present	NA
Ganesh Bhanudas Bhayde	Chairperson	^resent	^resent	NA
Heena Dhiraj Ratnod	Member	^resent	3resent	NA

*The Audit Committee was reconstituted as on J j y 19. 2024. the member of the reconstituted committees are:

1. Hiram Zubair Shaikh

2. Manoj Prcmkumar Bohra

3. Niraj Hirachand Gulecha

36. NOMINATION REMUNERATION COMMITTEE

The Company has in p ace a duly approvec Nomination and Remuneration Policy in accordance with the provisions of Section 178 of Board's Report the Companies Act, 2013 and Regulation 19 of SLBI (Listing Ooligaticns and Disclosure Requirements) Regulations. 2015.

The Policy 'ays down the criteha for identifying and appointing Directors, Key Managerial Pe^rsonnel (KM^), and Senio^r Management and provides a framework for their remunerat'on and evaluation. It aims to ensure that tne level and composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Company's performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individ ual. and the Company's overall performance.

The Policy also includes provisions for Board diversity and criteria for determining Qualifications, positive attributes, and independence of Directors, as well as guidelines for the evaluation of the Board, its Committees, and individual Directors. The Nomination and Remuneration Policy is available on The Company's website at: www.diyinehiraieweilers.com.

The detail of the composition of the Nomination Remuneration Committee along with their meetings held/attended is as follows:

Name of the Director	Category		Attendance at the Committee meeting held on
			30/05/2024		16/07/2024	19/07/2024		01/08/2024
•Hiram Zubair Shaikh	Chairperson		N.A		N.A	N.A		Present
•Manoj Prcmkumor Bohra	Member		N.A		N.A	N.A		Present
Khushbu Niraj Gulecha	Member		Present		Present	Present		Present
Ganesh Bhanudas Bhayde	Chairperson		Present		Present	Present		N_A
Heena Dhiraj Rathod	Member		Present		Present	Present		N.A
•The Nomination Remuneration Committee was reconstituted asen July 19. 2024. the members of the reconstituted committees are: 1.    Hiram Zubair Shaikh 2.    Manoj Premkumar Bohra 3.    Khushbu Niraj Gulecha 37. STAKEHOLDER RELATIONSHIP COMMITTEE Your Company has constituted the Stakenolders Relationship Committee in terms of Section 178 s jo section (5) and other applicable provisions of Companies Act. 2013 read with rule 6 of the Comoan'cs (Meeting of Board and its Power) Rules. 2014. The detail of the composition cf the Stakeholder Relatiorsnip Committee along with their meetings held/attended is as follows:
Name of the Director		Category		Attendance at the Committee meeting held on
				19/07/2024			01/08/2024
•Hiram Zubair Shaikh		Member		N.A			Present
•Manoj Premkumar Bohra		Chairperson		NI.A			Present
Niraj Hirachand Gulecha		Member		^resent			^resent
Hirachand Pukhraj Gulecha		Member		^resent			N.A
Ganesh Bhanudas Bhayde		Chairperson		^resent			N.A

The Stakeholder Relationship Conn'ttee was reconstituted as on July ‘9.2024. the members of the reconstituted committees are:

1.    Hiram Zubair Shaikh

2.    Manoj Premkumar Bohra

3.    Niraj Hirachanc Gulecha

38.    PREVENTION OF SEXUAL HARASSMENT

The Company is not required to form Internal Complaints Committee (ICC) as the numbers of employees does not exceed the limit prescribed under Sexual Harassment of Women at the Workplace (Prevent'on. Prohibition & Red-essal) Act, 20*3. During the year under review. Company has not received any comp aintsoo sexual harassment. (Refer Section 22 of the Sexual Harassment of Women at the Workplace (P^revention. Prohibition & Recressal) Act. 2013 in case of any dispute ra'sed).

39.    PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE.2016

No application has been made or any proceeding is pending unde'the Insolvency and Bankruptcy Code, 2016.

AO. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Compares Act. 2013 the Board o' Director of the Comoary confi'ms that

a)    In the preparation of the Annua! Acco jnts, the app icable accounting standards had been followed along with proper explanation relating to material departures:

b)    The Directors had selected such accounting policies and appl’ec tnem consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view o* the state cf affairs cf the company at the enc of the Financial Year and profit of the Company for the year under review.

c} The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company ard for preventing and detecting fraud and other irregularities:

d) The Directors had prepared the Annual Accounts on a going concern basis; and

e} The directors had devised proper systems tc ensure compliance with the provisions of all applicable aws and that such systems were adequate and operating effectively.

41.    DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial nstitution and hence this clause is not applicable.

42.    COMPLIANCE TO PROVISION RELATING THE MATERNITY BENEFITS ACT, 1961

During thefinancial year under review, the Company has complied witn tne orovisions relating to toe Maternity Benefits Act, 1961.

43.    REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the Securities Exchange Bcarc o^l India (List'rg Ob igations and Disclosure Requirement) Regulations. 2015 (“Listing Regulations") the Management Discussion anc Analysis (MD&A) Report of the Company fo' the year under review is presented In a separate section forming the part c* the Annual Report s attached here with as Anncxuro iv and forms part of this Report.

43. CORPORATE GOVERNANCE REPORT

Our Company is committed tc upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a rooust framework that promotes transparency, accountability, and integrity in all our operations. Our commitment to these principles reinforces our dedication to acting in the best interest of our stakeholders.

In accordance with Regulation 15(2) of tne SEBI (Listing Obligations and Disclosure Requi^rements) Regulations, 2015, the compliance with the corporate governance provisions as soecified in Regulations I7 to 27 anc clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, as well as Para C, D. and l of Schedule V, is not app icable to listec entities that have their specified securities listed on the SMF Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Fxchange does not apply to our Companyforthe financial year 2024-25.

45.    CAUTIONARY STATEMENT

Cautionary Statement Statements in this report and its arrcxurcs describing company's projections, expectations and hopes arc forward looking. Though, these are based or reasonable ass jmoticn. their actua results mayo I ffer.

46.    OTHER DISCLOSURES

Your Directors state tnat no disclosure or reoorting is required in respect of the following items, during the period under review:

a.    I here was no issue of shares (inducing sweat equity shares) to the employees cf the Company under any Scheme.

b.    There was no instance of one-time settlement with any nark or financial Institution.

46. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co operation received from the banks. Government authorities, customers, vendors and members during the year under review. Your director’s also wish to place on record their deep sense of appreciation *or the services committed by the Company’s executives, staff and workers