Motisons Jewellers Ltd

To

The Members of

Motisons Jewellers Limited

It gives us immense pleasure in presenting you on behalf of the Board of Directors of the Company, the 13^th Board Report of Motisons Jewellers Limited along with Audited Financial Statements for the Financial Year ended on 31^st March 2024.

The financial performance of the Company for the Financial Year 2022-23 and 2023-24 are summarised below: (Amount in lacs)

The Financial Year 2023-24 was one of the significant years as we achieved a major milestone during the year by going public. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company's IPO and for reiterating their faith in its long- term growth story. The Company believes in the overall growth towards the healthy creation of stakeholders' value.

During the Financial Year, the Company has achieved a total income of 41,717.65/-Lakhs as compared to 36,680.62/-Lakhs in Previous Financial Year and during the year under review your company has earned Net profit of Rs. 3223.11/-Lakhs (Previous Financial Year Net Profit was Rs. 2219.59 Lakhs). Your directors expect improved performance in current year. All other information is detailed in this report.

The Board of Directors of your company, after considering holistically the relevant circumstances have decided that it would be prudent, not to recommend any Dividend on equity shares of the Company for the financial year ended on 31^st March 2024.

During the year under review the company has transferred the entire net profit amounting to Rs. 3223.11 Lakhs to Retained earnings. Also, the Board of Directors of your company has transferred a sum of Rs. 50 lacs to the Capital Redemption Reserve from retained earnings. .

The members of the company via in their meeting held on September 11, 2023 was approved the issue of 60,00,000 (Sixty Lakh) equity shares on Private Placement basis at the issue price of Rs. 55/- (Rupees Fifty-Five Only) each consisting of face value of Rs. 10/- each and premium of Rs. 45/- per share aggregating to Rs. 33,00,00,000 (Rupees Thirty-Three Crore Only) to the identified investors thereafter on the basis of the approval of member for the issue of 60,00,000 (Sixty Lakh) equity shares on Private Placement basis the board of directors in their meeting held on October 19, 2023 was given his consent for allotment of equity shares on private placement basis to the identified investors.

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the company aggregating to Rs 15,109.05 Lakhs. The fresh issue of shares issued by company in the IPO. The company had filed Draft Red Herring

Prospectus (DRHP) on March 22, 2023 and Red Herring Prospectus (RHP) on December 08, 2023with the Securities and Exchange Board of India ("the SEBI") in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Company filed the Prospectus on December 20, 2023. The issue was open for subscription from December 18, 2023 to December 20, 2023. Pursuant to the IPO, 2,74,71,000 equity shares were issued and allotted to the public at price of Rs. 55/- on December 21, 2023 under various Categories. The Company received listing and trading approvals from BSE Limited ("the BSE") and National Stock Exchange of India Ltd. ("the NSE") on August02, 2023 and the equity shares were listed on BSE and NSE on December 26, 2023.

The pursuant to Initial Public Offer the issue was opened for Anchor Investors for subscription from December 15, 2023 to December 15, 2023, and 66,00,000 equity shares were issued and allotted to them at price of Rs. 55/- on December 21, 2023. Your directors believes that the listing of the Company would provide the right platform to take its brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders.

The Company's IPO received an over whelming response and was oversubscribed by the investors, reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a substantial gain from its offer price. We are gratified and humbled by the faith shown in the Company by the market participants. We are also grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.

The capital structure of the Company as on 31^st March 2024 is given in the below table:

The composition of the Board is in accordance with Section 149 of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and with an appropriate combination of Executive, Non-Executive and Independent Directors. The Board of Directors and KMP of the Company as on 31^st March 2024 is as follows:

Also, following changes were made after the end of Financial Year 31^st March, 2024 and till the date of this Board Report:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sandeep Chhabra[DIN:00120838], Chairman Cum Whole Time Director and Mrs. Namita Chhabra [DIN:00205859], Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered themselves for re- appointment. The Board of Directors, based on recommendation of the Nomination and Remuneration Committee (‘NRC'), has recommended their re-appointment for consideration by the shareholders at the ensuing Annual General Meeting of the Company. A brief resume of the directors being appointed/re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholding in the Company, etc., as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules, 2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company Further, as required under section 150(1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external Influence and that they are independent in the management. The Independent Directors have also confirmed that they have complied with the Company's code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

The Board met 18 (Eighteen) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

Details of various Committees constituted by the Board, including their composition, terms of reference, meetings and their attendance thereat etc., mandated pursuant to the applicable provisions of the Act and the Listing Regulations, are given in the Corporate Governance Report, forming part of this Annual Report.

The Company's Audit Committee consists of three Directors, all the directors are Non- Executive Independent Directors and is constituted in accordance with the requirements of the SEBI (LODR) Regulations, 2015 read with the Companies Act, 2013. All the members of the Audit Committee have adequate knowledge in the areas of finance and accounting. Further, there have been no instances where the Board has not accepted any recommendation of the committees.

The composition and attendance at Audit Committee meetings are given below.

During the financial year 2023-24, the Audit Committee met 8 (Eight) times on April 18, 2023, June 26, 2023, September 4, 2023, November 01, 2023, November 09, 2023, November 22, 2023, February 8, 2024 and February 26, 2024.

The Company Secretary acts as the Secretary to the Committee.

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report.

As on March 31, 2024 9,84,45,995 (Nine Crore Eighty Four Lakhs Forty Five Thousand nine hundred and ninety five) equity shares of the Company, representing 99.99% of the total equity shares, were held in dematerialised form and 5 (five) equity shares were held in physical form by 1 (One) Member of the Company. The International Securities Identification Number (‘ISIN') allotted to the Company's shares under the Depository System is INE0FRK01012. Motisons Jewellers Limited has entered into agreement with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above-mentioned depositories. The equity shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd.

PREFRENCE SHARES

All the issued, subscribed and paid-up preference shares of the Company are in physical form bearing ISIN No. INE0FRK04016. Link Intime India Private Limited acts as the Registrar and Share Transfer Agent of the Company, to whom communications regarding change of address, transfer of shares, change of mandate etc. can be addressed by the members.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ‘Whistle Blower Policy' for Directors and employees to deal with the cases of unethical behaviour in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The same is detailed in the Corporate Governance Report forming part of this Annual Report. The Policy is made available on the website of the Company at https://motisonsjewellers.com/policies.

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"). All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report. The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company's website https://motisonsjewellers.com/policies.

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https://motisonsjewellers.com/policies

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Company has put in place adequate internal control systems commensurate with its size of operations. Company's internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework, etc. Company has laid down internal financial controls and systems with regard to adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The framework is in compliance with the requirements of the Companies Act, 2013.

There is no change in the nature of business of the Company from the previous Financial Year.

As on 31^st March 2024, the Company does not have any subsidiary/joint venture/associate companies. Further during the reporting period, no company has become or ceased to be a subsidiary/joint venture/associate company.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

During the reporting period, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has accepted unsecured loan from its Directors and its outstanding amount as on 31^st March 2024 is Rs. 8587.43/- Lakhs and in terms of the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, as amended as on date, the Directors have furnished the declaration, in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others.

The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main object is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, and legal risk, these risks are assessed and appropriate steps have taken to mitigate the same.

Further, the Risk Management Policy of the Company is displayed on the website of the Company at https://motisonsjewellers.com/policies.

The Company have devised proper systems to ensure compliance with the Secretarial Standards issued by the Institute of Companies Secretaries of India and the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by your Company.

The Company always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognized and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed, competency and time management skill of its employees.

As a company, we are sensitive to the needs of the employees and ensure that best practices are adopted in the organization and conducive environment is created for growth of the employees. Employee career growth is the focus area of HR policy that aims to balance personal and professional growth.

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the annual return as on March 31, 2024 is uploaded on the website of the Company and is available at https://motisonsjewellers.com/annual-return.

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has formulated a Nomination and Remuneration Policy. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per the Act and Listing Regulations. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report and also available on the website of the company and the web link for the same ishttps://motisonsjewellers.com/policies

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from Bhawika Ramnani & Co., Company Secretaries confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non- independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each Director in the affairs of the Company, duties performed by each Director and targets achieved by Company during the year.

The Board/committee/directors found that the performance of every Director of the Company is excellent.

Pursuant to the requirement under Sec. 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company state: -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss of the company for that period;

c) that 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) that the directors had prepared the annual accounts on a going concern basis;

e) that 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) that 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

In the 10^thAnnual General Meeting (AGM) of the Company held on 29^th November 2021, M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration no. 141173W), were appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion of the 15^thAGM to be held in the year 2026 at such remuneration plus applicable taxes, out of pocket expenses, travelling and living expenses etc. as mutually agreed between the Board of Directors and the Statutory Auditors.

The Statutory Auditors have furnished their written consent and confirmation to the effect that they are not disqualified as Statutory Auditors of the Company in terms of the Companies Act, 2013, and rules framed thereunder.

There are no qualification, reservation or adverse remark in the Audit Report on the Financial Statements of the Company for the Financial Year ended 31^st March 2024 and hence do not call for any further comments in terms of the provisions of Section 134 of the Companies Act, 2013.

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,. CS Bhawika Ramnani (M.No. F11506), Practicing Company Secretary, Jaipur were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24 and the Secretarial Audit Report in the prescribed form MR-3 is annexed to this report as "Annexure- 3" .

The Report is self explanatory and there are no qualification, reservation or adverse remark in the Secretarial Audit Report of the Company for the Financial Year ended 31^stMarch, 2024 and hence do not call for any further comments in terms of the provisions of Section 134 of the Companies Act, 2013.

M/s ASA & Company, (FRN: 012461C), Jaipur was appointed as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2023-24 as per the scope, functioning, periodicity and methodology mutually decided by the Board/committees thereof and the Internal Auditor pursuant to the provisions of Section 138(1) of Companies Act, 2013, read with Rule 13 of Companies (Accounts) Rules, 2014 and other applicable provisions.

Further, no adverse remark or observation has been cited by him in his Audit Report for the financial year 2023-24.

During the financial year under review, no instances of fraud have been reported by the statutory auditors or secretarial auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act, the details of which should form part of this report.

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Act, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report. The CSR Committee, inter alia, allocates the amount of expenditure to be incurred by the Company on CSR activities as enumerated in Schedule VII of the Act and monitors the CSR Policy of the Company periodically. The Annual Report on CSR Activities for the Year 2023-24 is annexed herewith as Annexure 2 and brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in this Annexure. Further, the CSR Policy of the Company is displayed on the website of the Company at https://www.motisonsjewellers.com/investors.

Pursuant to the provisions of section 186 of the Companies Act, 2013, particulars of loans, guarantees and investments made are provided in Financial Statements read together with notes annexed and forms an integral part of the financial statements.

All contracts / arrangements / transactions entered by the company during the financial year ended 31^stMarch, 2024 with related parties were in the ordinary course of the business and on arm's length basis. There was no such transaction entered during the reporting year which could be considered material. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure - 1. However, your Directors would like to draw your attention to Notes of Significant Accounting Policies and Notes on Financial Statements attached to Financial Statements.

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated December 20, 2023, in respect of the IPO of the Company.

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be given pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

The Foreign Exchange earnings and outgo during the financial period ended 31^st March, 2024 is as follows:

(Amount in Lacs)

We have a policy of zero-tolerance towards any form of sexual harassment which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and our policy is gender neutral.

During the period under review, no complaint had been received under the Act. Further, it is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and have given training to its employees.

The company had not appointed any credit rating agency to obtain credit rating.

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at "Annexure - 4".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended a statement showing the names and other particulars of the top ten employees are provided at "Annexure - 4".

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals. Annual listing fees for the financial year 2024-25 have been duly paid to the BSE Limited and National Stock Exchange of India Ltd.

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme except ESOP Schemes referred to in this Report.

3. Buyback of shares.

4. The 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 the Company.

5. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

6. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.