Your Directors hereby present the 38^th (Thirty Eighth) Annual Report on the Business and Operations of the company
together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,
2025.

KEY FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,
2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS), Section 133 and other
applicable provisions of the Companies Act, 2013 (“the Act”) as well as the relevant applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) and subsequent amendments thereto.

Financial highlights of the Company for the financial year ended March 31,2025 is summarized below:

(' in Lakhs)

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

During the financial year under review, the Company has reported a total income of ' 40,592.85 Lakhs as against
' 24,568.75 Lakhs in the previous financial. The total income has increased by ' 16,024.1 Lakhs as compared to the
previous financial year. The Profit before tax was ' 549.03 Lakhs as against Profit before tax of ' 212.77 Lakhs in
the previous financial year. The Profit after tax was ' 343.75 Lakhs as against Profit after tax ' 214.69 Lakhs in the
previous financial year. The net profit of the Company has incased by ' 129.06 Lakhs as compared to the previous
financial year.

The Consolidated financial statements comprise of financials of the Company and its subsidiary company viz., Namra
Jewels Private Limited. The other subsidiary viz., Pyramid Gold Assaying & Hallmarking Centre Private Limited is yet
to commence its business operations during the financial year under review. The consolidated total income for the
financial year 2024-25 is ' 40,566.68 Lakhs and the Profit after tax is ' 329.92 Lakhs.

The Company operates in a single segment viz. Manufacturing, Trading & Exporting of Cut & Polished Diamonds/
Studded Jewelry. An analysis of performance for the financial year including the major developments, if any, has
been included in the Management Discussion & Analysis Report, which forms part of the Annual Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review and the
Company continues to operates in a single segment.

DIVIDEND:

In order to preserve the resources and for undertaking future expansion plan, your directors has not recommended
any dividend for the financial year 2024- 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the
Investor Education and Protection Fund during the financial year under review.

TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to the general reserves.

SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company during the financial year under review was '24,00,00,000/- (Rupees
Twenty-Four Crore) consisting of 2,40,00,000 (Two Crore Forty Lakhs) equity shares of face value of '10/- (Rupees
Ten) each.

After the closure of financial year and as on the date of signing of this report, the Authorised Share Capital of the
Company has increased from '24,00,00,000/- (Indian Rupees Twenty-Four Crore) consisting of 2,40,00,000 (Two
Crore Forty Lakhs) equity shares of face value of '10/- (Rupees Ten) each to '30,00,00,000/- (Rupees Thirty Crore)
consisting of 3,00,00,000 (Three Crore) Equity Shares of '10/- (Rupees Ten) each pursuant to the approval of the
members of the Company in its Extra-Ordinary General Meeting (“EGM”) held on May 13, 2025.

Paid up Share Capital:

The paid-up share capital of the Company at the beginning of the financial year was '3,56,91,160 (Rupees Three
Crores Fifty Six Lakhs Ninety One Thousand One Hundred and Sixty) consisting of 35,69,116 (Thirty Five Lakhs
Sixty Nine Thousand One Hundred and Sixteen) Equity Shares of '10/- (Rupees Ten) each.

During the financial year under review, the Company has allotted 2,00,00,000 equity shares of face value of '10/-
(Rupees Ten) each upon conversion of convertible equity warrants, as a result of this the paid up share capital of
the Company was increased from '3,56,91,160 (Rupees Three Crores Fifty Six Lakhs Ninety One Thousand One
Hundred to '23,56,91,160 (Rupees Twenty-Three Crore Fifty-Six Lakhs Ninety-One Thousand One Hundred and
Sixty) comprising of 2,35,69,116 (Two Crore Thirty-Five Lakhs Sixty-Nine Thousand One Hundred and Sixteen)
equity shares of face value of '10/- (Rupees Rupee Ten) each.

PREFERENTIAL ISSUE OF WARRANTS AND CONVERSION:

During the financial year under review:

> The Board at its meeting held on April 22, 2024 has approved the allotment of 2,00,00,000 (Two Crores)
convertible equity warrants on preferential basis, upon receipt of 25% of the issue price per warrant (i.e. '6.333/-
per warrant) as upfront payment, to the Non-Promoter Persons/Entity at an issue price of '25.33/- (including a
premium of '15.33/-) each payable in cash.

Each warrant, was convertible into 1 (one) fully paid-up equity share of the Company having face value of
'10/- each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of '18.997/- per warrant
("Warrant Exercise Price") being 75% of the issue price per warrant from the allottees pursuant to exercise of
conversion option against each such warrant, within 18 months from the date of allotment of warrants.

> The Board at its meeting held on August 14, 2024, has allotted 2,00,00,000 (Two Crores) fully paid-up equity
shares upon conversion of equal number of warrants issued on preferential basis.

The details of utilization of funds raised during the financial year 2024-25 against issue and conversion of warrants
are given hereunder:

Further, after the end of the financial year and before signing of this report:

> the Board at its meeting held on April 15, 2025 has approved the issuance of up-to 60,00,000 (Sixty Lakhs)
convertible equity warrants of face value of '10/- each at a price of '153/- (including a premium of '143/-)
per equity warrant aggregating up-to maximum amount of '91,80,00,000/- by way of preferential issue to
individuals/entities under public category.

> the Members of the Company at their EGM held on May 13, 2025 has approved the aforesaid issuance of
convertible equity warrants. Further, the Company shall allot the said warrants upon receipt of listing approval
from BSE Limited and at-least 25% of the issue price per Convertible Equity Warrants (i.e.'38.25/-).

> the Company has filed listing application to BSE Limited for issuance of convertible equity warrants however,
the said application is being rejected due to non-submission of required documents .

STATEMENT OF DEVIATIONS & VARIATIONS:

There is no deviation or variation in the use of proceeds from the preferential issue of 2,00,00,000 fully convertible
equity warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated March 29,
2024.

ALTERATION IN MEMORANDUM OF ASSOCIATION:

After the closure of financial year and before the signing of this report, the Capital Clause of Memorandum of Association
(“MOA’’) was altered where the authorised share capital of the Company was increased from ' 24,00,00,000/-(Indian
Rupees Twenty-four Crore only) consisting of 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of '10/- (Indian
Rupees Ten only) each to '30,00,00,000/-(Indian Rupees Thirty Crore only) consisting of 3,00,00,000 (Three Crore)
Equity Shares of '10/- (Indian Rupees Ten only) each pursuant to the approval of the Members of the Company at
their EGM held on May 13, 2025.

ALTERATION IN ARTICLES OF ASSOCIATION:

During the financial year under review, there was no alteration in the Articles of Association (“AOA”) of the company.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the financial year under review, the Company has incorporated 2 (two) India subsidiaries. The companies are
as follows:

Name of the Company Incorporation Date

Namra Jewels Private Limited (Wholly-Owned Subsidiary) July 22, 2024

CIN: U32112MH2024PTC429207

Pyramid Gold Assaying & Hallmarking Centre Private Limited August 06, 2024

CIN: U24205MH2024PTC430214

During the financial year under review, only Namra Jewels Private Limited has commenced its business operation
and other subsidiary viz., Pyramid Gold Assaying & Hallmarking Centre Private Limited is yet to commence its
business operations, therefore the consolidated financial statement of the Company has been prepared considering
the financial of Namra Jewels Private Limited.

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company has been
prepared and forms part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of
the Subsidiary Company(ies) is attached to the financial statements in Form AOC-1 and is annexed herewith as
"Annexure I" and forms a part of this Report.

As on March 31, 2025, the Company has no material subsidiaries. Further, the Company’s “Policy on Material
Subsidiaries” can be accessed at: https://www.minidiamonds.net/uploads/investor-relations/policy-for-determining-
material-subsidiaries-0AD11397-CBCE-4931-BD50-28E325F168E3.pdf.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein
its standalone and the consolidated financial statements has been placed on the website of the Company at https://
www.minidiamonds.net/investors-types/annual-reports. Further, as per fifth proviso of the said section, audited
annual accounts of each of the subsidiary companies have also been placed on the website of the Company at
https://www.minidiamonds.net/investors-types/financial-statements-of-subsidiaries. Members interested in obtaining
a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary and
Compliance Officer at compliance@minidiamonds.net.

Your Company does not have any Associate Company or Joint Venture. Further, no Company ceased to be Subsidiary
or Associate or Joint Venture of the Company, during the financial year under review

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or invited any deposits from the public falling
within the ambit of Section 73 & Section 76 of the Act read with Companies (Acceptance of Deposits), Rules, 2014. As on
March 31,2025 there were no deposits lying unpaid or unclaimed.

ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the Company in e-Form MGT-7
for the financial year 2024-25 is available on the website of the Company and can be accessed at the following link:
https://www.minidiamonds.net/investors-types/annual-return.

DIRECTORS & KEY MANAGERIAL PERSONNEL (“KMP”):

Your Company has an appropriate mix of directors on its Board. The composition of the Board of your Company is
in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Act. None of the Directors are
disqualified as specified under Section 164 of the Act.

BOARD OF DIRECTORS:

As on March 31,2025, the Board of Directors (“the Board”) of the company comprises of 6 (six) Directors which are
as follows:

Changes in the Board Composition:

During the financial year under review:

> the Board in its meeting held on September 04, 2024 has approved the appointment of Mr. Ashutosh
Chandraprakash Tiwari (DIN: 10743984) as Additional (Non- Executive) Independent Director of the Company
for the first term of 5 (five) consecutive years commencing from September 04, 2024 to September 03, 2029
(both days inclusive).

> the members of the Company in its meeting held on September 30, 2024, has approved the appointment of Mr.
Ashutosh Chandraprakash Tiwari (DIN: 10743984) as Independent Director of the Company for the first term of
5 (five) consecutive years commencing from September 04, 2024 to September 03, 2029 (both days inclusive).

> Mr. Chintan Mahesh Shah (DIN: 08335669) was re-appointed by the members of the Company in its meeting
held on September 30, 2024 as an Independent Director for a second term of 5 (five) consecutive years
commencing from January 16, 2024 up-to January 15, 2029 (both days inclusive).

> Mr. Dilip Jaswant Shah (DIN: 01114643) ceased to be a Director of the Company w.e.f. December 27, 2024
due to pre-occupation and other personal commitments.

Appointment and Re-Appointment of Directors:

The following Directors are proposed to be appointed/re-appointed at the ensuing AGM, the brief details of which are

mentioned in the Notice of 38^th AGM forming part of this Annual Report:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration)
Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Narayanbhai Pragjibhai Kevadia
(DIN: 09539202), who retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Re-appointment of Ms. Niharika Roongta (DIN: 08858090) as an Independent Director for the second term of
5 (five) consecutive years:

Based on the performance of Ms. Niharika Roongta (DIN: 08858090) and taking into consideration extensive
knowledge, vast experience and understanding of compliances, the Nomination and Remuneration Committee in
their meeting held on September 02, 2025 recommended to the Board the re-appointment of Ms. Niharika Roongta
(DIN: 08858090) for second term as Independent Director whose tenure will expire on September 03, 2025.

Consequently, the Board of Directors in its meeting held on September 02, 2025 has approved and recommended
the Members to re-appoint Ms. Niharika Roongta (DIN: 08858090) as an Independent Director for the second term
of 5 (five) consecutive years commencing from September 04, 2025 up-to September 03, 2030 (both days inclusive)
at the ensuing AGM.

Re-appointment of Mr. Ronish U Shah (DIN:03643455) as an Executive Director:

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on
September 02, 2025 has re-appointed Mr. Ronish U Shah (DIN:03643455) as an Executive Director of the Company
for a period commencing from September 02, 2025 to September 01, 2028 (both days inclusive), liable to retire by
rotation, subject to the approval of the members at the ensuing AGM. The Board has also approved ratification of
previous appointment based on the recommendation of the Nomination and Remuneration Committee, subject to the
approval of the members at the ensuing AGM.

The terms and conditions including remuneration are given in the explanatory statement attached to the notice of
AGM.

The Company has received the requisite Notices from a member in writing proposing their appointment as Directors.

Brief profile of the Directors proposed to be appointed/re-appointed as stipulated under SEBI Listing Regulations and
Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”)
is given in the Notice of AGM forming part of this Annual Report.

Based on the written representations received from the Directors, none of the above directors are disqualified under
Section 164 (2) of the Act, and are also not debarred by SEBI or any other statutory authority for holding office of
a Director. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of
the Act. As required by SEBI Listing Regulations, a certificate from Company Secretary in practice, that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as
Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance
Report as annexed herewith as ''Annexure VII" and forms a part of this Annual Report.

DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to
Section 149(6) & (7) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that
they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/
Ministry of Corporate Affairs or any such statutory authority.

Further, in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22,
2019 the Independent Directors of the Company have included their names in the databank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity,
relevant expertise and experience, including the proficiency required to best serve the interest of the Company.

The details of the Board and Committee Composition, tenure, cessation, appointment or re-appointment of Directors
are provided in the Corporate Governance Report as annexed herewith as "Annexure V" and forms a part of this
Annual Report.

KEY MANAGERIAL PERSONNEL (“KMP”):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as
on March 31,2025:

During the financial year under review:

> Ms. Ayushi Bathiya (name changed to Ayushi Lunia) resigned from her position as Company Secretary and
Compliance Officer of the Company, due to personal reasons w.e.f. close of business hours on November 30,
2024.

> Mrs. Archana Rajesh Agarwal was appointed as Company Secretary and Compliance Officer of the Company
with effect from December 01,2024.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

The Company’s policy on Directors’ appointment including criteria for determining qualifications, positive attributes
and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other
employees and other matters as provided in Section 178(3) of the Act, and the same is uploaded on the website
of the Company and can be accessed at the web-link: https://www.minidiamonds.net/uploads/investor-relations/
nomination--remuneration-policv-8C4E76DD-3C92-4AA0-934A-D5128C750215.pdf.

The salient features covered in the policy are:

• Criteria for appointment, removal and retirement of Directors and Managerial Personnel including the
qualification and diversity requirements, their term and their evaluations

• Policy for remuneration to Executive Directors, Non-Executive/Independent Directors and Managerial Personnel

• Familiarisation programmes to be conducted for Directors

The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

FAMILIARISATION PROGRAMMES FOR DIRECTORS:

As part of the best practices, all new Directors, including Independent Directors, who joins the Board, undergoes a
formal orientation program. According to Regulation 25 of the SEBI Listing Regulations, the Directors of the Company
are well updated on material changes/developments in the corporate scenario, including those pertaining to statutes/
legislation & economic environment and on matters significantly affecting the Company to enable them to take well
informed and timely decisions.

The Directors are also kept abreast on all business related matters including corporate social responsibility and
sustainability interventions, succession plans including management development processes and new initiatives
proposed by the Company.

The policy of the familiarization programmes for Independent Directors are available on the Company’s website at

https://www.minidiamonds.net/uploads/investor-relations/policy-for-familiarization-programmes-for-independent-

directors-4ED332CF-2F70-4FC9-A264-8D1003F7A385.pdf.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL
DIRECTORS:

In compliance with the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the Annual
Performance evaluation of Individual Directors, Committees of the Board and the Board as a whole in accordance with
the framework and criteria laid down by the Nomination and Remuneration Committee. A structured questionnaire
was prepared separately for the Board, Committees and Individual Directors, inter-alia covering various parameters
viz. composition and structure of the Board, responsibilities, attendance including participation of the Directors at the
Board and Committee meetings, governance and compliance as a whole, quality of deliberations and effectiveness
of the procedures and all other factors. The above criteria are broadly based on the SEBI Guidance Note on Board
Evaluation.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated. Further, Independent Directors at their separate meeting had evaluated performance of Non¬
Independent Directors, Board as a whole, Chairman of the Board and assessed the quality, quantity and timeliness
of flow of information between the Company management and the Board.

The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held on
May 30, 2025. The recommendations of the Committee were subsequently considered by the Board at its meeting
held on May 30, 2025, thereby concluding the performance evaluation process.

The manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the
Report on Corporate Governance, which forms part of this report.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:

Disclosures pertaining to remuneration and other details as required pursuant to Section 197 (12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as
''Annexure - III" and forms part of this Annual Report.

CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including
Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting
business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all
other stakeholders and the same has also been placed on the Company's website - https://www.minidiamonds.net/
uploads/investor-relations/code-of-conduct-for-board-and-smp-E2DC0CAE-1F6B-491D-BD0A-5884E0E24998.pdf

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to
Regulation 26(3) read with Schedule V of SEBI Listing Regulations, a declaration signed by the Managing Director to
this effect is annexed in the Corporate Governance Report as "Annexure VIM" forming a part of this Annual Report.

NUMBER OF MEETING OF THE BOARD:

The Board met 9 (nine) times during the financial year under review. The intervening gap between two consecutive
meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Meetings
of the Board (“SS-1”) and SEBI Listing Regulations, as amended from time to time. The details of the meetings are
disclosed in the Corporate Governance Report forming part of this Annual Report.

COMMITTEE OF THE BOARD:

The Company has in place 3 (three) committees in compliance with the Act and SEBI Listing Regulations viz;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee;

During the financial year under review, the Board of Directors at its meeting held on November 14, 2024 has re¬
constituted committees w.e.f. November 15, 2024.

The details of all the Committees along with their composition, terms of reference, meetings held during the financial
year and attendance at the meetings are disclosed in the Report on Corporate Governance that forms part of this
Annual Report.

1. Audit Committee

During the financial year 2024-25, the Audit Committee met 7 (seven) times i.e., on May 28, 2024, June 13,
2024, June 27, 2024, August 06, 2024, September 04, 2024, November 14, 2024, and February 13, 2025
respectively. The details pertaining to composition of the Audit Committee along with other details are included
in the Report on Corporate Governance, which forms part of this Annual Report.

2. Nomination and Remuneration Committee:

During the financial year 2024-25, the Nomination and Remuneration Committee met 3 (three) time during
financial year 2024-25, i.e., on May 28, 2024, August 14, 2024, and November 14, 2024 respectively.

The details pertaining to composition of the Nomination and Remuneration Committee along with other details
are included in the Report on Corporate Governance, which forms part of this Annual Report.

3. Stakeholders Relationship Committee:

During the financial year 2024-25, 1 (one) meeting of the Stakeholders’ Relationship Committee was held i.e.
on February 13, 2025.

The details pertaining to composition of the Stakeholders’ Relationship Committee along with other details are
included in the Report on Corporate Governance, which forms part of this Annual Report.

The details with respect to the composition, number of meetings held, and terms of reference for each committee are
given in the Corporate Governance Report forming part of this Annual Report.

INDEPENDENT DIRECTORS’ MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI
Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 13, 2025
to review the performance of Non-Independent Directors and Board as a whole, to assess the quality, quantity and
flow of information between the management and the Board. The said meeting was attended by all the Independent
Directors of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Act and to the best of their knowledge and belief and according to the
information and explanations obtained /received from the operating management, your Directors make the following
statement and confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any;

(b) 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 that period;

(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 and 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 laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

RISK MANAGEMENT:

The Board of Directors of your Company have identified industry specific risk and other external,internal, political and
technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures
and actions which are required to take for diminishing the adverse effect of the risk.

The Risk Management Policy of the Company is available on the website and can be accessed at: https://www.
minidiamonds.net/uploads/investor-relations/risk-management-8D8FF40E-2F97-48DD-AF7A-85260C246D98.pdf.

VIGIL MECHANISM/ WHISTLE BLOWERS POLICY:

The Company has a vigil mechanism to report concerns about unethical behavior, actual/ suspected frauds and
violation of Company’s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistle blower
through several channels. The Audit Committee of the Board oversees the functioning of Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The said Mechanism
is established for directors and employees to report their genuine concerns. The procedure and other details required
to be known for the purpose of reporting such grievances or concerns are uploaded on the website of the Company.
The Policy is available on the Company’s website and can be accessed at: https://www.minidiamonds.net/uploads/
investor-relations/vigil-mechanism--whistle-blower-policv-AEC43F85-20F9-43E6-BA42-8AF620F2C946.pdf.

We affirm that no employee/director has been denied access to the Chairman of Audit Committee and that no
complaint was received during the financial year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant orders passed by any of the Regulators or Courts or Tribunals, which has an impact on the
operations of the Company or affecting the Going Concern status of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions related to Corporate Social Responsibility (“CSR”) under Section 135 of the Act and the Rules made
thereunder are not applicable to the Company during the financial year under review.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place well defined and adequate internal financial controls and the same were operating
effectively throughout the financial year.

The Company has timely statutory audit and procedural checks in place. The Board evaluates the efficacy and
adequacy of internal control system, its compliance with operating systems and policies of the Company and
accounting procedures at all locations of the Company. Based on the process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity
of its operations. During the financial year such controls were tested and no reportable material weakness in the
design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company, if any and falling under the purview of
Section 186 of the Act are given in the notes to the Financial Statements, forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing
Regulations, which is available on the website of your Company at https://www.minidiamonds.net/uploads/investor-
relations/related-partv-transactions-policv-C59DBC40-8FDE-4673-9612-C2D2D554BB77.pdf

All contracts or arrangements or transactions entered during the financial year with related parties were on arm’s-
length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and
the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was
in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arm’s length basis and in the ordinary course of
business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2
is not applicable for financial year 2024-2025.

Further, a statement of all Related Party Transactions is placed on a quarterly basis before the Audit Committee and
also before the Board for approval.

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the financial year under review, the Company has not borrowed any amount from the Director(s) or their
relative.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

At the 36^th Annual General Meeting (“AGM”) of the Company held on September 30, 2023, the members of the
Company had approved the appointment of M/s. Mittal & Associates, Chartered Accountants, (Firm Registration No.
106456W) as the Statutory Auditors of your Company for a period of 5 (five) years commencing from the conclusion
of 36^th AGM till the conclusion of 41^st AGM to be held for the financial year ending March 31,2028.

The Company has obtained written consent and a certificate from M/s. Mittal & Associates confirming their compliance
with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate
also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act.

The Statutory Auditor’s Report on the Financial Statements of the Company for the financial year 2024-25, includes
the following qualification/reservation/remark:

In our opinion and according to the information and explanation given to us the Company has not complied with the
provisions of Section 185 of the Act, with respect to the loans.

Management’s Reply :

The Company has given loan to Mr. Upendra Narottamdas Shah (Managing Director) and Mr. Ronish U Shah
(Executive Director), as a part of the conditions of employment terms pursuant to the provisions of Sub Section 3 of
Section 185 of the Act. The said loans were given considering their designation, experience, extensive knowledge
related to Company’s operations and involvement into the day to day business affairs of the Company. Further, the
said directors are in the process of repaying the full loan along with interest.

The notes on the financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the Statutory Auditors, the Internal Auditors or
the Secretarial Auditors to the Audit Committee, the Board, or to the Central Government, under Section 143(12) of
the Act. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Manish Ghia & Associates,
Peer Reviewed Firm of Practicing Company Secretaries, (Membership No.: FCS 6252/C.P. No.: 3531) (Unique ID:
P2006MH007100 ; Peer Review: PR 6759/2025) were appointed as the Secretarial Auditors of the Company to
conduct the secretarial audit of the Company for financial year 2024-2025 at the Meeting of Board of Directors held
on February 13, 2025.

The Secretarial Audit Report, in the prescribed Form No. MR-3 received from Secretarial Auditors for the financial
year ended March 31, 2025, is annexed to this Report as "Annexure II" and forms part of this Annual Report. The
qualifications given by the Secretarial Auditors in their Audit Report for the financial year 2024-25 along with the
management’s reply are as under:

As on March 31, 2025, the Company does not have any material subsidiary(ies). Therefore, the requirement of
Regulation 24A of SEBI Listing Regulations of undertaking Secretarial Audit of Material Unlisted Indian Subsidiary of
the Company is not applicable for the financial year ended March 31,2025.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by Securities and Exchange Board
of India, your Company has obtained Annual Secretarial Compliance Report for the financial year 2024-25, from
M/s. Manish Ghia & Associates, Practicing Company Secretaries, pursuant to Regulation 24A(2) of the SEBI Listing
Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 has been
submitted to the Stock Exchanges on May 30, 2025 and the said report may be accessed on the Company’s website
at the link https://www.minidiamonds.net/uploads/investor-relations/annual-secretarial-compliance-report-2025-
40A4994B-064E-4DA7-80F7-35DE67A97EB5.pdf

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations,
2024, which came into effect on December 13, 2024, significant amendments were introduced to the SEBI Listing
Regulations, including Regulation 24A, which mandates that listed entities appoint or re-appoint a Peer Reviewed
Secretarial Auditor for a continuous term as prescribed subject to approval by the members at the AGM. The
resolution seeking approval of members for the same is set out in the Notice calling the 38^th Annual General Meeting
of the Company.

Therefore, to comply with the aforesaid requirement, the Board of Directors at its meeting held on September 02, 2025,
upon the recommendation of the Audit Committee, appointed Mr. Vishal N. Manseta, a Peer Reviewed Company
Secretary in Practice (Peer Review No. 1584/2021, Membership No.: ACS 25183 and C.P. No.: 8981) as Secretarial
Auditors for a term of 5 (five) consecutive years commencing from financial year 2025-26 to 2029-30, subject to the
approval of the members at the ensuing AGM of the Company. The Company has received the necessary consent
from Mr. Vishal N. Manseta to act as the Secretarial Auditor of the Company along with the certificate confirming
that his appointment would be within the limits specified in the Act & Rules made thereunder and SEBI Listing
Regulations and as given in SEBI Circular No.: SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of
disqualifications in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

INTERNAL AUDITOR:

The Company has appointed M/s Jain Chandresh & Associates, Chartered Accountants, (Firm Registration Number/
Membership Number: 139662W/145404), as Internal Auditor of the Company, pursuant to provisions of Section 138
of the Act.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including
compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee
periodically.

The management examines the internal auditors’ report and promptly implements corrective actions within their
respective areas to reinforce and enhance internal controls.

COST AUDITORS AND MAINTENANCE OF COST RECORDS:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment
of Cost Auditor and maintenance of Cost Records and Cost Audit records is not applicable to the Company for the
financial year 2024-25.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and
outgo are given below:

(A) CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: Nil

iii. the capital investment on energy conservation equipment’s: Nil

(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company has not carried out any specific research and development activities. The Company uses indigenous
technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation
is reported to be Nil.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the financial year and the Foreign Exchange outgo
during the financial year in terms of actual outflows:

LISTING ON STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the
financial year 2024-25 to the said Stock Exchange.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY:

After the end of financial year 2024-25 and as on the date of signing of this report, the members of the Company at its
EGM held on May 13, 2025, has approved the issuance of up-to 60,00,000 (Sixty Lakhs) convertible equity warrants
of face value of '10/- each at a price of '153/- (including a premium of '143/-) per equity warrant aggregating up-to
maximum amount of '91,80,00,000/- by way of preferential issue to individuals/entities under public category. The
Company has filed application to BSE Limited for seeking listing approval for the said issue and the same is being
rejected due to non-submission of required details/documents.

COMPANY’S POLICY ON PREVENTION OF INSIDER TRADING:

The Company has amended the Code of Conduct for Prohibition of Insider Trading (“the Code”) and Code on Fair
Disclosures and Investor Relations effective February 13, 2025. The policy and procedures are framed to regulate,
monitor and report trading by the Designated Persons along with their Immediate Relative(s) and for other aspects
under the SEBI (Prohibition of Insider Trading) Regulations, 2015, such as inquiry in case of leak of Unpublished
Price Sensitive Information (UPSI) or suspected leak of UPSI is forming part of the Code, which is available on
our website, at https://www.minidiamonds.net/uploads/investor-relations/code-of-conduct-for-prevention-of-insider-
trading-83C3A307-C6B2-4786-BC0A-ED10475261D0.pdf.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI
(Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are
intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated
person, their relatives and other connected persons of the Company are not permitted to trade in the securities of
the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of
Insider Trading) Regulations, 2015.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Corporate Governance provisions as stated in the Regulation 15(2) of SEBI Listing Regulations was not applicable
to the Company for the financial year ended March 31, 2024, however, upon conversion of 2,00,00,000 warrants
into 2,00,00,000 equity shares of face value of '10/- each on August 14, 2024, the Paid Up Capital of the Company
exceeded the threshold limit of '10 Crores and Net-worth exceeded '25 Crores, therefore the compliance with
respect to Corporate Governance provisions becomes applicable to the Company.

The Company was required to comply with the provisions of 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V within 6 (Six) months from the date it become applicable i.e. August
14, 2024. Accordingly, the Company has complied with respect to the provisions of Corporate Governance within
prescribed timeline as per the provisions of SEBI Listing Regulations.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders'
expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable
framework of SEBI Listing Regulations.

Report on Corporate Governance along with a Certificate received from M/s Manish Ghia & Associates, Practicing
Company Secretaries, (Unique ID: P2006MH007100; Peer Review No.: PR 6759/2025) (Membership No. FCS
6252, C.P. No. 3531) regarding compliance of conditions of Corporate Governance is annexed herewith as
''Annexure V" & ''Annexure VI" respectively and forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as prescribed under Part B of Schedule read with Regulation 34
of SEBI Listing Regulations is provided as separate "Annexure IV" and forms a part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the clauses of Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General Meetings’ issued and notified by Institute of Company Secretaries of India.
(“ICSI”) during the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Reporting (BRSR) is applicable to top 1000 listed entities based on market
capitalisation. Since your company has not been in the list of top 1000 listed entities based on market capitalisation
as on March 31,2025, BRSR is not applicable to the Company for financial year 2024-25.

OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”)
applies to all workplaces, including government, private, and non-governmental organizations, as well as any
organization, institution, undertaking, or establishment that employs ten or more individuals and is required to
constitute an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place
for every woman employee. Since the number of employees in the Company were less than ten during the financial
year under review, therefore the provisions related to POSH Act and the Rules made thereunder is not applicable.

Your Company has always believed in providing a safe and harassment free workplace for every individual through
various interventions and practices. The Company always endeavours to create and provide an environment that is
free from discrimination and harassment including sexual harassment.

The necessary disclosure in terms of requirements of Rule 8 of the Companies (Accounts) Rules, 2014 and SEBI
Listing Regulations in this regard is given below:

COMPLIANCE OF THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961:

The Company is not required to comply with the provisions of the Maternity Benefit Act, 1961, as the number of
employees on the pay roll of the Company were less than ten during the financial year under review.

E-VOTING FACILITY AT AGM:

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the
Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules,
2014 (as amended), the items of business specified in the Notice convening the 38^th AGM of the Company shall be
transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to
its’ Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for
exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities
Depository Limited (“NSDL”) The detailed process and guidelines for e-Voting have been provided in the notice
convening the meeting which forms part of this Annual Report.

GENERAL DISCLOSURES:

During the financial year under review, the Board of Directors confirm that no disclosure or reporting is necessary for
the following, as there were no transactions/events of such nature:

a) no application has been made under the Insolvency and Bankruptcy Code, 2016, as amended, hence, the
requirement to disclose the details of application made or any proceeding pending under the said Code along
with their status as at the end of the financial year is not applicable.

b) the requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable as there was no such valuation done.

c) there was no revision of financial statements and Board’s Report of the Company.

d) the Company has not failed to implement any corporate action.

e) there were no agreements entered by the Company which comes within the purview of Regulation 30A of
Listing Regulations.

f) the trading of securities of the Company were not suspended by the stock exchange.

g) issue of equity shares with differential rights as to dividend, voting or otherwise

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

i) buy back of the shares of the Company.

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 38^th
AGM of the Company including the Annual Report for the financial year 2024-25 are being sent to all shareholders
whose e-mail addresses are registered with the Company/Depository Participant(s).

ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company
has received from all stakeholders. The Board further places on record its appreciation for the dedicated services
rendered by the employees of the Company.

For and on behalf of the Board of Directors
Mini Diamonds (India) Limited

Sd/-

Upendra Narottamdas Shah

Place: Mumbai Chairman and Managing Director

Date: September 02, 2025 DIN: 00748451