To, The Members,

DIVINE HIRA JEWELLERS LIMITED

Your directors have pleasure in presenting the third (3rd) Annual 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 Companies Act, 2013 ("the Act") the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") applicable to companies listed on the SME Platform, as amended from time to time.

1. FINANCIAL RESULTS

The Financial Performance of the Company for Financial Year 2023-24 and 2024-25 is summarized as below:

2. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OFTHE COMPANY

During the Financial Year 2024-2025, the Company recorded total revenue of Rs. 3,58,96,94,954.53/- (Three Flundred Fifty-Eight Crore Ninety-Six Lakh Ninety-Four Thousand Nine Hundred Fifty-Four Rupees and Fifty Three paisa Only) as compared to the total revenue of Rs 1,83,41,05,255.83/- (One Hundred Eighty-Three Crore Forty-One Lakh Five Thousand Two Hundred 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-Eight Lakh Thirty-One Thousand One Hundred Twenty-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 the strategy to focus on market percolation in all the major cities while delivering customer satisfaction and diverse portfolio of product, your Company will continue to explore growth opportunities and increase its customer base in India. Your directors are optimistic about your Company's robust growth in the financial year 2024-2025 in view of the booming business of the Company.

A. CHANGE IN THE NATURE OF BUSINESS

There were no significant material changes and 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 earlier 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 the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), as amended time to time.

There were no shares on which were required to be transferred or is due to be transferred to the IEPF, during the FY 2024-25.

6.INITIAL PUBLIC OFFER AND LISTING OF SHARES OFTHE COMPANY

The Shares of the Company were listed on National Stock Exchange SME platform, on March 24, 2025. The Company has paid the annual listing fee for the financial year 2024-2025. The Equity Shares of the Company has the electronic connectivity under I SI N No. INE0NA501011.

Depositories

Your Company has arrangements with National Securities Depository Limited (‘NSDL') and Central Depository Services (India) Limited (‘CDSL'), the Depositories, for facilitating the members to trade in the fully paid-up equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2023-24 has been paid to both the Depositories.

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 Flundred only) Equity shares of Rs. 10/- each at issue price of Rs. 90/- per 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 has been no deviation or variation in the utilization of the public issue proceeds from the objects stated in the prospectus dated March 6, 2025.

8. CAPITAL STRUCTURE

A. AUTHORISED SHARE CAPITAL Increase in Authorized Share Capital:

The company has increased its authorized share capital from Rs.11,00,00,000/- (Rupees Eleven CroreOnly) divided into 1,10,00,000 (One CroreTen Lakh) equity shares of Rs. 10 each to 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10 each.

B. PAID UP CAPITAL

The Company has issued shares during the year under review in the following manner:

The Issued, Subscribed and Paid-up capital is Rs. 13,04,71,000/- (Rupees Thirteen Crore Four Lakh Seventy-One Thousand) divided into 1,30,47,100 (One Crore Thirty Lakh Forty-Seven Thousand and One Hundred) equity shares of Rs. 10/-

The details transaction undertaken by company, during the year under review, provided below:

Further, disclosure of issue of equity shares includes the following:

1) Bonus Issued

2) Initial Public Offer

9. DIVIDEND

The Board does not recommend any dividend on Equity Shares for the financial year ended March 31, 2025.

10. RESERVES

No Amount has been transferred to General 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 Bigshare Services Private Limited having it's, office at OfficeNo S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, as Registrar and Transfer Agent (RTA) & ShareTransfer Agent (STA) of the Company.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The following are the Directors and KMP of the Company as on the financial year ended March 31, 2025

During the year under review and as on date of this report the following officials were appointed/resigned or redesignated:

14. DECLARATION FROM INDEPENDENT DIRECTOR

The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid down in Section 149(6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed 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, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘MCA').

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVEMMENT.

No fraud was reported by the Auditors under sub-section 12 of Section 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 with all its personnel at its Plants, Offices and on the field. Your company is organizing training programmes 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 and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.

17. FUTURE OUTLOOK, RISK MANAGEMENT SYSTEM AND INTERNAL CONTROL 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 and Analysis Report, which is part of the Directors Report. 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 policy to identify and mitigate risks. This Policy, inter-alia, includes identification of various elements of risk, including those which, in the opinion of the Board, may threaten the existence of the Company.

18. REPORTOF AUDITORS

During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company and by 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 the Auditor under Section 143(12) during the Financial Year

I. Statutory Auditor: M/s Muchhal & Gupta, Chartered Accountants (Firm Registration No. 004423C) have been appointed as Statutory Auditors at the Annual General meeting of the Company held on September 30, 2023, for the term of 5 consecutive years from financial year: 2023-2024 till financial year: 2027-2028.

II. Cost Auditor: The Company is not required to appoint a Cost Auditor as per the provisions of Section 148 of the Companies Act, 2013.

III. Internal Auditor: The provisions of Section 138(1) of Companies Act, 2013 are now applicable to the Company and the Company has appointed M/s K.A Mehta & 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 10, 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 & Vishwakarma, Company Secretaries, a peer-reviewed firm, to act as the Secretarial Auditor to the Company, in the Meeting of the Board of Directors held on March 10, 2025.

The Secretarial Auditors' Report for the financial year ended 31st March 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report for the financial year ended 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) Rules, 2014, as amended from 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 records are not required to be made and maintained by theCompany.

21. DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to time under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2016 issued by the Ministry of Corporate Affairs, have been followed in preparation of the financial statements of the company.

22. EXTRACT OF ANNUAL RETURN, IF ANY

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in E-form 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 Hirachand Gulecha (DIN: 09238372) as the Designated Person for compliance under the said Rules.

23. PARTICULARS OF EMPLOYEES

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and/or local authority(ies) from time to time.

24. MEETINGS OF BOARD OF DIRECTORS

During the financial year ended March 31, 2025, sixteen Board Meetings were held i.e. on 01.05.2024, 30.05.2024, 10.06.2024, 15.06.2024, 19.06.2024, 16.07.2024, 19.07.2024, 29.07.2025, 01.08.2024, 05.09.2024, 07.09.2024, 20.09.2024, 21.10.2024, 09.01.2025, 10.03.2025 and 20.03.2025. The maximum gap between any two Board Meetings was less than One Hundred and Twenty days in accordance with the provisions of the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors i.e. SS - 1 in relation to the Board Meetings held during thefinancial year ended March 31, 2025.

The Composition of Board of Directors and the details of meeting held and attended by Directors are given below:

25. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company occurred between the end of the 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has carried out evaluation of individual Directors as well as the entire Board and Committees thereof. The evaluation of the Board of directors and Member of the committees was done by the Independent Directors and evaluation of the Independent Directors was done by the Entire board.

The Board's functioning was evaluated on various aspects, 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 aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings.

28. DEPOSITS

Your Company has neither accepted nor renewed any deposits during the Financial Year under review.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S186.

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note no. 15 attached to the Standalone Financial Statements. The full particulars are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday)

30. RELATED PARTY TRANSACTIONS.

All contracts /arrangements / transactions entered by the Company during the 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 contract/arrangements with related parties in form AOC - 2 is annexed hereto as Annexure I with the Board's report.

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

The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of Energy

b. Technology Absorption

c. Foreign Exchange earnings and Outgo

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 required to formulate the Corporate Social Responsibility Policy. Flowever, pursuant to section 135(9) of the companies act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company during the financial year ended 31st March 2025.

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

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 India and that such systems are adequate and operating efficiently.

34. VIGIL MECHANISM

The company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for directors and 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/policies/ .

35. AUDIT COMMITTEE

During the year under review, our Company has constituted the Audit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2013 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 held/attended is as follows:

•The Audit Committee was reconstituted as on July 19, 2024, the members of the reconstituted committees are:

1. Hiram Zubair Shaikh

2. Manoj Premkumar Bohra

3. Niraj Hirachand Gulecha

36. NOMINATION REMUNERATION COMMITTEE

The Company has in place a duly approved Nomination and Remuneration Policy in accordance with the provisions of Section 178 of Board's Report the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the criteria for identifying and appointing Directors, Key Managerial Personnel (KMP), and Senior Management and provides a framework for their remuneration and evaluation. It aims to ensure that the 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 individual, 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.divinehiraiewellers.com.

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

•The Nomination Remuneration Committee was reconstituted as on 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 Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014.

The detail of the composition of the Stakeholder Relationship Committee along with their meetings held/attended is asfollows:

The Stakeholder Relationship Committee was reconstituted as on July 19, 2024, the members of the reconstituted committees are:

1. Hiram Zubair Shaikh

2. Manoj Premkumar Bohra

3. Niraj Hirachand 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 (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, Company has not received any complaints on sexual harassment. (Refer Section 22 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 in case of any dispute raised).

39. PROCEEDINGS PENDING UNDERTHE INSOLVENCY AND BANKCRUPTCY CODE,2016

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

AO. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 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 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 devised proper systems to ensure compliance with the provisions of all applicable laws 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 Institution and hence this clause is not applicable.

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

During the financial year under review, the Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

43. REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis (MD&A) Report of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached herewith as Annexure IV and forms part of this Report.

43. CORPORATE GOVERNANCE REPORT

Our Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to our Company for the financial year 2024-25.

45. CAUTIONARY STATEMENT

Cautionary Statement Statements in this report and its annexures describing company's projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

46. OTHER DISCLOSURES

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

a. There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

b. There was no instance of one-time settlement with any bank 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 for the services committed by the Company's executives, staff and workers