Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of D.P. Abhushan Limited ("the Company") along with the audited financialstatements for the financial year ended March 31 2022.

FINANCIAL HIGHLIGHTS In Lakhs)

The Journey of D P Jewellers began way back in 1940 that is even before independencewithin the small city of Madhya Pradesh.It got converted into partnership firm in 2003and then came into existence in 2017 as in the form of a company. In 2017 the companygot listed on the NSE platform and in 2020 it got listed on NSE main board.

With passage of time the brand name "D. P. Jewellers" has achieved immensegrowth. Today the company has grown into a large central Indian jewellery retail chainwith stores present at cities like Ratlam Indore Udaipur Bhopal Ujjain Bhilwara Kota& Banswara.The main flagship store of the company is situated in Indore.

The basic pillars of values and quality reasonableness and transparency run throughgenerations and the company. The current management is being led by fourth generation ofKataria family. The fourth generation working tirelessly to stand up to the trust ofmillions of customers from across the world. The company is associated with more than 25Lacs families and is proudly run by present generation. The Company has a footfall toconversion ratio of 85 to 95% which is highest in its field.

The management of the company is taking adequate steps to improve and maximize theoverall margins as the company has all its tools established in the central level ofIndia.

The company expects same status for sale growth of around 22% for upcoming years.

The Company's vision is to be a market leader in gems and jewellery sector in Tier-2 /3cities of central India. It aims to become central India's most trusted jewellery plan tocreate wealth for all the stakeholders by building a business based on honest andtransparent approach towards the customers and contribution contributing to the societyat large.

The company is planning to expand by establishing 13 more stores and achieve revenue of3000 Crores by the end of the financial year 2025.

FUTURE OUTLOOK

As Per Report of ICRA rating released on May 2022 it forecasts that Gold Jewellerydemand in financial year 2023 will be grown by 11% year on year but we estimate that DPAbhushan Limited will be at least grow by 20% year on year.

Apart from this rise in inflation is all over the world economy with the inflationrising there will be surge in gold demand and gold is the most efficient hedge againstinflation of economy.

Overall the Jewellery Retail outlook to be very promising In India. Retail market andconsumer performance is moving shifted from unorganized sector to organize sectors.

FINANCIAL PERFORMANCE

On Standalone Basis

The standalone revenue for financial year 2021-22 stood at '173137.99 Lakh ascompared to '121816.90 Lakh in previous financial year 202021. The standalone net profitafter tax

for the financial year 2021-22 was stood at ' 4043.54

Lakh as compared to '2746.21 Lakh for the previous financial year 2020-21.

The Company has reported record growth of 47.24% in standalone net profit after tax and42.13% in revenue for the full financial year 2021-22 as compared to the previousfinancial year 2020-21.

On Consolidated Basis

The consolidated revenue for financial year 2021-22 stood at ' 173137.99 Lakh ascompared to '121816.90 Lakh in previous financial year 2020-21. The consolidated netprofit after tax for the financial year 2021-22 was stood at '4053.44 Lakh as compared to' 2740.19 Lakh for the previous financial year 2020-21.

The Company has reported record growth of 47.93% in consolidated net profit after taxand 42.13% in revenue for the full financial year 2021-22 as compared to the previousfinancial year 2020-21.

This robust performance is the result of surge in wedding ceremonies post pandemicalongwith increase in festival buying. In line with its continuous expansion plan theCompany has opened new show room at Banswara during the last quarter of F.Y. 21-22. Thecompany is planning to expand its Ratlam Showroom by many fold from its current size.

DIVIDEND

Your Directors recommended a final dividend of '1.00/- per equity share on theCompany's 22254850 equity shares of '10.00 each (10%) for the financial year 2021-22(previous year Nil) in its meeting held on May 24 2022.

The final dividend on the equity shares if declared as above would entail a totaloutflow of ' 222.5485 lakh. The dividend payment is subject to approval of members at theensuing Annual General Meeting. The dividend payout is in accordance with the DividendDistribution Policy of the Company.

The Dividend Distribution Policy of the Company can be accessed athttps://www.dpjewellers.com/la- assets/dp/pdf/Dividend%20Distribution%20Policy.pdf.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL

During the year under review there was no change in the authorized and paid-up sharecapital of the Company:

AUTHORIZED CAPITAL

The Authorized Capital of the Company as at closure of financial year 2021-22 was '2285.00 Lakh divided into 22850000 Equity Shares of '10/- each.

ISSUED SUBSCRIBED & PAID-UP CAPITAL

Issued Subscribed & Paid-up Capital of the Company as at closure of financialyear 2021-22was ' 2225.485 divided into 22254850 Equity Shares of ' 10/- each.

The entire Paid-up Equity share Capital of the Company is listed at National StockExchange of India Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Meeting

Regular meetings of the Board are held inter-alia to review the financial results ofthe Company. Additional Board meetings are convened as and when required to discuss anddecide on various business policies strategies and other businesses. The Board meetingsare generally held at registered office of the Company.

During the year under review Board of Directors of the Company met 11 (Eleven) timesviz June 9 2021; July 29 2021; August 5 2021; September 3 2021; October 4 2021;October 25 2021; December 25 2021; January 20 2022; January 25 2022; February 7 2022and March 14 2022.

The details of attendance of each Director at the Board Meetings and Annual GeneralMeeting are given in the Report on Corporate Governance.

In terms of Section 149 of the Companies Act 2013 and rules made there under andListing Regulations the Company has four Non-Promoter Non-Executive Independent Directorsamongst which one is woman independent director. In the opinion of the Board of Directorsall the four Independent Directors of the Company meet all the criteria mandated bySection 149 of the Companies Act 2013 and rules made there under and Listing Regulationsand they are Independent of Management.

A separate meeting of Independent Directors was held on March 14 2022 to review theperformance of NonIndependent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board that is necessary for the board ofdirectors to effectively and reasonably perform their duties. The meeting was attended byall the Independent Directors of the Company.

Vide Special resolution passed by the Members at the Extra Ordinary General Meeting ofthe Company on May 13 2022 Mr. Mukesh Kumar Jain (DIN: 00653837) has been re-appointedas Non-Executive Independent Director of the Company to hold office for a second term of 5(five) consecutive years that is up to July14 2027 and Ms. Apurva Chordia (DIN:09575780) was appointed as Non-Executive Independent Director of the Company to holdoffice for a term of 5 (five) consecutive years with effect from April 19 2022 till April18 2027.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company athttps://www.dpjewellers.com/la-assets/dp/pdf/TERMS%20AND%20C0NDITI0N%200F%20APP0INTMENT%200F%20INDEPENDENT%20DIRECTORS.pdf.

The Company has received a declaration from the Independent Directors of the Companyunder Section 149(7) of Companies Act 2013 and 16(1)(b) of Listing Regulations confirmingthat they meet criteria of Independence as per relevant provisions of Companies Act 2013for financial year 2022-23. The Board of Directors of the Company has taken on record thesaid declarations and confirmation as submitted by the Independent Directors afterundertaking due assessment of the veracity of the same. In the opinion of the Board theyfulfill the conditions for Independent Directors and are independent of the Management.All the Independent Directors have confirmed that they are in compliance with Rules 6(1)and 6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014 withrespect to registration with the data bank of Independent Directors maintained by theIndian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

INFORMATION ON DIRECTORATE

During the year under review Mr. Anil Kataria was appointed as a Whole time Directorof the Company to hold the office for a period of five years w.e.f. January 262022.Further the designation of Mr. Santosh Kataria was changed and he was appointed asChairman and Managing Director of the Company for a period of five years w.e.f. January26 2022. The Members of the Company in their Extra ordinary General Meeting held on May13 2022 approved their appointments as Whole time Director and Chairman and ManagingDirector of the Company.

Moreover Mr. Vikas Kataria who was serving as Chairman and Managing Director of theCompany had tendered his resignation w.e.f. January 26 2022. The Board placed its deepappreciation to him for taking the Company new heights during his tenure.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Renu Kataria Non-executive Director of the Company retires byrotation at the ensuing annual general meeting. She being eligible has offered herselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends herappointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standards-II issued by ICSI of the person seeking re-appointment as Directorsare annexed to the Notice convening the fifth annual general meeting.

KEY MANAGERIAL PERSONNEL

During the year 2021-22 the Company had Mr. Vikas Kataria as Chairman and ManagingDirector (up to January 25 2022) Ms. Versha Gang as Company Secretary and ComplianceOfficer (up to February 7 2022) Mr. Santosh Kataria Whole Time Director (up to January25 2022) Mr. Amit Bandi Chief Executive Officer (up to December 5 2021) Mr. SantoshKataria Chairman and Managing Director (w.e.f. January 26 2022) Mr. Anil Kataria WholeTime Director (w.e.f. January 26 2022) Ms. Aashi Neema as Company Secretary andCompliance Officer (w.e.f. February 8 2022) who were acting as Key Managerial Personnelat different positions. Mr. Vijesh Kumar Kasera was serving as Chief Financial Officerthroughout financial year 2021-22.

The Board placed its appreciation to all Key Managerial Personnel for serving theCompany during their tenure.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 in the following manners;

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

• In addition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2022 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2022 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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

COMMITTEES OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

The composition of Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee and Risk Management Committee their respective role andresponsibility are detailed in the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE

The Company has formed Audit Committee in line with the provisions Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

As at March 31 2022 the Audit Committee comprised Mr. Sanskar Kothari (Non-ExecutiveIndependent Director) as Chairperson and Mr. Mukesh Kumar Jain (Non-Executive IndependentDirector) Mr. Deepak Gadia (Non-Executive Independent Director) and Mr. Santosh Kataria(Chairman and Managing Director) as Members.

Mr. Santosh Kataria (Chairman and Managing Director) was admitted as member w.e.f.January 262022.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard of Directors.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of Companies Act 2013 the Company has constituted CorporateSocial Responsibility Committee ("the CSR Committee") with object to recommendthe Board a Policy on Corporate Social Responsibility and amount to be spent towardsCorporate Social Responsibility.

As at March 31 2022 the CSR Committee comprised Mr. Sanskar Kothari (Non-ExecutiveIndependent Director) as Chairman and Mr. Mukesh Jain (Non-Executive Independent Director)and Mr. Santosh Kataria (Chairman and Managing Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities.

Mr. Santosh Kataria (Chairman and Managing Director) was admitted as member w.e.f.January 26 2022.

During the year under review CSR Committee Meetings were held on September3 2021;October 25 2021and March 14 2022 in which requisite quorum were present. The meetingswere held to review and approve the expenditure incurred by the Company towards CSRactivities.

The CSR Policy may be accessed at the web link https://www.dpjewellers.com/la-assets/dp/pdf/CSR_Policy.pdf. The Annual Report on CSR activities in prescribed format isannexed as an Annexure- A.

VIGIL MECHANISM

The Company has a Vigil Mechanism wherein the directors/ employees/ associates canapproach the Management of the Company (Audit Committee in case where the concern involvesthe Senior Management) and make protective disclosures to the Management about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conductsuspected leak of Unpublished Price Sensitive Information. The Vigil Mechanism requiresevery employee to promptly report to the Management any actual or possible violation ofthe Code or an event he/she becomes aware of that could affect the business or reputationof the Company. The disclosure reported are addressed in the manner and within the timeframes prescribed in the policy. A mechanism is in place whereby any employee of theCompany has access to the Chairman of the Audit Committee to report any concerns.

No person has been denied access to the Audit Committee of the Board. The Policy onVigil Mechanism is available on the website of the Company athttps://www.dpjewellers.com/la- assets/dp/pdf/Vigil_Mechanism.pdf.

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary to its ExecutiveDirectors and Key Managerial Personnel. Annual increments are decided by the Nominationand Remuneration Committee within the salary scale approved by the members and areeffective from April 1 of each year.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company athttps://www.dpjewellers.com/la-assets/dp/pdf/Nomination_Remuneration_Policy.pdf.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2021-22 toExecutive Directors/Directors of the Company is provided in Report on Corporate Governancewhich is the part of this report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. Hence thedirectives issued by the Reserve Bank of India & the Provision of Section 73 to 76 ofthe Company Act 2013 or any other relevant provisions of the Act and the Rules thereunder are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is

https://www.dpjewellers.com/la-assets/dp/pdf/Annual_Report/Annual%20return%202021-22.pdf

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel which may have a potential conflict withthe interests of the Company at large. All Related Party Transactions are placed beforethe Audit Committee and the Board for approval if required. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitive innature.

The Company has developed an Internal Guide on Related Party Transactions Manual andprescribed Standard Operating Procedures for the purpose of identification and monitoringof such transactions. The Policy on Related Party Transactions as approved by the Board isuploaded on the Company's website athttps://www.dpjewellers.com/la-assets/dp/pdf/Policy_on_related_party_transaction.pdf.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas Annexure - B.

There was no contracts arrangements or transactions which was executed not in ordinarycourse of business and/or at arm's length basis.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand audits) Rules 2014 the Company is not required to maintain the cost records.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - C.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection in electronicform. Any Member interested in obtaining a copy of the same may write to the CompanySecretary.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affectingfinancial position between end of the financial year and the date of the report. Howeverduring the financial year 2021-22 the Company has made disinvestment in its wholly ownedsubsidiary -

D.P. Jewelline Limited (Formerly known as Gatha Trendz Limited) w.e.f January 25 2022and sale entire

stake of D.P. Jewelline Limited (Formerly known as Gatha Trendz Limited) to related

parties. Since the D.P. Jewelline

Limited (Formerly known as Gatha Trendz Limited) was not material subsidiary of theCompany the approval from Shareholders was not required.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

D.P.Jewelline Limited (Formerly known as Gatha Trendz Limited) was incorporated aswholly owned subsidiary of the Company for carrying out business of jewellery one-commerce platform to cater the small ticket size of jewellery and gift products made outof gold diamond and silver on November 25 2020.The Company has sold its entire holdingto related parties at a price arrived at in accordance with the applicable laws. Effectivefrom January 26 2022 the Company does not have any subsidiaries / joint venture /associate company. In accordance with Indian Accounting Standard Financial Statement ofD.P.Jewelline Limited (Formerly known as Gatha Trendz Limited) has been consolidated forthe period April 1 2021 to January 25 2022 (Sale Date) and presented in the ConsolidatedFinancial Statement of the Company.

D.P.Jewelline Limited has not declared any dividend for Financial Year 2021-22. Thefinancial performance of D.P. Jewelline Limited (Formerly known as Gatha Trendz Limited)in prescribed Form AOC-1 is annexed to this Report as Annexure - D.

Our policy assures discretion and guarantees non-retaliation to complainants. We followa gender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. The Company has setup an Internal ComplaintsCommittee (ICC) for redressal of Complaints.

During the financial year 2021-22 the Company has received Nil complaints on sexualharassment out of which Nil complaints have been disposed off and Nil complaints remainedpending as of March 31 2022.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However the Company continues itsendeavor to improve energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

The Company has continued its focus on energy conservation efforts through up-gradationof process with new technology. The technology installed by the Company has providedbetter results in quality and production and also reducing the overall cost of productionand maintenance which effect production scheduling and various energy saving initiativesin all areas of production. However the Company has not installed any alternate source ofenergy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce theproduction cost improve yield enhance product endurance and strengthen finish. Howeverno new technology has been installed by the Company during the year and all existingtechnology has been fully absorbed.

ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution

The Company had installed such technology that improve productivity quality andreduction in manual intervention and to enhance the quality and productivity. Improvementin manufacturing process helped the Company in managing production scheduling; &better & faster servicing of product for domestic as well as global market.

iii. ) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

a. The details of technology imported: Not Applicable.

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

iv. ) If not fully absorbed areas where absorption has not taken place and thereasons thereof:

Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -

i.) Details of Foreign Exchange Earnings

ii.) Details of Foreign Exchange Expenditure

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company during the year has reviewed its Internal Financial Control systems andhas continually contributed to establishment of more robust and effective internalfinancial control framework prescribed under the ambit of Section 134(5) of the Act. Thepreparation and presentation of the financial statements is pursuant to the controlcriteria defined considering the essential components of Internal Control - as stated inthe "Guidance Note on Audit of Internal Financial Controls Over FinancialReporting" issued by the Institute of Chartered Accountants of India. The controlcriteria ensures the orderly and efficient conduct of the Company's business includingadherence to its policies safeguarding of its assets prevention and detection of fraudsand errors accuracy and completeness of the accounting records and the timely preparationof reliable financial information. Based on the assessment carried out by the Managementand the evaluation of the results of the assessment the Board of Directors are of theopinion that the Company has adequate Internal Financial Controls system that is operatingeffectively as at March 31 2022. There were no instances of fraud which necessitatesreporting of material misstatement to the Company's operations. There has been nocommunication from regulatory agencies concerning non-compliance with or deficiencies infinancial reporting practices.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany Secretary with regards to compliance with the conditions of Corporate Governanceis annexed to the Board's Report as Annexure - E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Jeevan Jagetiya & Co. Chartered Accountants Ahmedabad (FRN: 121335W) wereappointed as Statutory Auditors of the Company at the first Annual General Meeting held onSeptember 21 2018 for a term of five consecutive years i.e. up to Sixth Annual GeneralMeeting to be held in the year 2023.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed Mr. Anand Lavingia Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2021-22 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year 2021-22 is annexed to this report as an Annexure - F-1.

The Annual Secretarial Compliance Report for the financial year ended March 31 2022issued by Mr. Anand Lavingia in relation to compliance of all applicable SEBIRegulations/ Circulars/Guidelines issued thereunder pursuant to requirement of Regulation24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) is annexed to this report as an Annexure - F-2.

The above reports contain remark regarding 1) transactions in the securities of theCompany by few Designated Persons and their relative during the closure of Trading Windowand also initiated contra transactions in violation of Code of Internal Procedures andConduct for Prevention of Insider Trading in Securities of D. P. Abhushan Limited. Therewas also a disclosures lapse by the relative of one of the Designated Person.

Your Directors submit that the Company had already imposed penalty of Rupees 160471/-and after collecting the same from Designated Persons and their relative deposited it tothe SEBI - IPEF as per SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 232020.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016

There are no proceedings initiated/pending against your Company under the Insolvencyand Bankruptcy Code 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations 2015 the Company has maintained afunctional website namely "www.dpjewellers.com" containing basic informationabout the Company. The website of the Company is also containing information likePolicies Shareholding Pattern Financial Results and information of the designatedofficials of the Company who are responsible for assisting and handling investorgrievances for the benefit of all stakeholders of the Company etc.

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019(the transition date) by recognizing all assets and liabilities whose recognition isrequired by Ind AS not recognizing items of assets or liabilities which are not permittedby Ind AS by reclassifying items from previous GAAP to Ind AS as required under Ind ASand applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared underprevious GAAP and those prepared under Ind AS.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly complied by yourCompany.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.