To

The Members

Mini Diamonds (India) Limited.

Your Directors are pleased to present the Thirty Fifth Annual Report of the Companyalong with Audited Financial Statements and Auditor's Report for the financial year ended31^st March 2022. The Management Discussion and Analysis report forms a part ofthis report.

The State of the Company's Affairs:

1. Key Financial Highlights:

The financial performance of your Company for the financial year ended 31^stMarch 2022 is summarized below:

1. Financial Performance:

During the year under review your Company has reported a Total Revenue of INR906829476/-. Total Revenue has increased by 700742573/- as compared to the previousyear.

2. Dividend:

Your Directors have not recommended any dividend for the financial year ended 31^stMarch 2022 during the current year.

3. Transfer to Reserves:

The Company has not transferred any amount to Reserves. Hence the entire amount ofprofit/ loss for the year under review has been carried forward to the statement of profitand loss.

4. Material changes and commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

No Material changes and commitments has occurred between the end of the financial yearof the Company to which the financial statements relate and the date of this report.

5. Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The information pertaining to conservation of energy technology absorption and foreignexchange 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 utilising alternate sources of energy: NIL

iii. the capital investment on energy conservation equipment's: NIL

(B) TECHNOLOGY ABSORPTION ADAPTATIONS & INNOVATION-

The Company has not carried out any specific research and development activities. TheCompany uses indigenous technology for its operations. Accordingly the informationrelated 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 year and the ForeignExchange outgo during the year in terms of actual outflows.

6. Change in the Nature of Business:

There has been no change in the nature of business of the Exchange during the yearunder review.

7. Annual return:

As required under Section 92 & 134 of the Companies Act 2013 the Annual Return forthe financial year 2021-22 will be available on Company's website and can be accessed athttp://www.minidiamonds.net/mdil-financial- info/mini-diamonds-financial-info.htm

8. Fixed Deposits/Deposits:

During the year under review your Company has not accepted or invited any fixeddeposits from the public and there were no outstanding fixed deposits from the public ason the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

9. Board Meetings:

The Board of Directors (herein after called as "the Board") met 4 (Four)times during the Year under review.

10. Change in Directors and key managerial personnel:

Changes in Directors and key managerial personnel during the year and upto the date ofthe report is as follows:

• Mr. Prashant Chauhan has been appointed as the Chief Financial Officer (CFO) andKey Managerial Personnel (KMP) of the Company from 01.07.2021

• Mr. Ronish Shah has been ceased as the Chief Financial Officer (CFO) and KeyManagerial Personnel (KMP) of the Company from 30.06.2021

•Mr. Narayanbhai Pragjibhai Kevadia has been appointed as the Non- ExecutiveDirector of the Company from 21.03.2022.

11. Statement on declaration given by the Independent Directors under section 149(6) ofthe companies Act 2013:

All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. They have further declaredthat they are not debarred or disqualified from being appointed or continuing as directorsof companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.In the opinion of Board all the Independent Directors are persons of integrity andpossess relevant expertise and experience including the proficiency.

12. Committees of Board:

With a view to have a more focused attention on business and for better governance andaccountability the Board has constituted the following mandatory committees viz. AuditCommittee Stakeholders' Relationship Committee Nomination and Remuneration Committee.The terms of reference of these Committees are determined by the Board and theirfunctioning is reviewed from time to time.

Meetings of each of these Committees are convened by the respective Chairman of theCommittee who also informs the Board about the summary of discussions held in theCommittee Meetings. The Minutes of the Committee Meetings are sent to all Directorsindividually and tabled at the Board Meetings.

A. Nomination and Remuneration Committee:

In accordance with Section 178 of the Companies Act 2013 your Company had constituteda Nomination and Remuneration Committee consisting of 3 non-executive directors out ofwhich not less than one-half are independent directors.

At the start of the Financial Year the Composition of the Committee was as under:

1) Mr. Chintan Shah- Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Dilip Jaswant Shah -Non-Executive Director - Member

Throughout the Financial Year 2021-22 there has been no change in the Composition ofthe Nomination and Remuneration Committee. Therefore at the end of the Financial Year theComposition of the Committee of Nomination and Remuneration remains same.

Meetings of Nomination and Remuneration Committee:

B. Audit Committee:

The Audit Committee acts as a link between the statutory & internal auditors andthe Board of Directors. It assists the Board in fulfilling its oversight responsibilitiesof monitoring financial reporting processes reviewing the Company's established systemsand processes for internal financial controls governance and reviewing the Company'sstatutory audit activities. The Committee is governed by a Charter which is in line withthe regulatory requirements mandated by the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Composition of the Committee at the start of the Financial year was as under:

1) Mr. Chintan Shah -Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Upendra Shah - Managing Director - Member

Throughout the Financial Year 2021-22 there has been no change in the Composition ofAudit Committee. Therefore at the end of the Financial Year the Composition of AuditCommittee remains same.

Meetings of Audit Committee:

The functions of the Audit Committee are broadly:

(a) Overview of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

(b) Review and monitoring of internal control system and compliance of auditobservations of the Auditors.

(c) Review of the financial statements before submission to the Board.

(d) Supervision of other financial and accounting matters as may be referred to by theBoard.

(e) Reviewing with the management performance of statutory and internal auditors andadequacy of internal control systems

(f) Discussing with statutory auditors before the audit commences about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern.

(g) Reviewing the company's financial and risk management policies.

(h) Overseeing vigil mechanism for adequate safeguards against victimization of personswho use such mechanism and make provision for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was formulated to ensure that quality andefficient services to the investors and to align & streamline the process of sharetransfer/ transmission Committee is responsible for transfer/transmission of sharessatisfactory redressal of investors' complaints and recommends measures for overallimprovement in the quality of investor services.

The Composition of the Committee at the start of the financial year was as under:

1) Mr. Chintan Shah -Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Upendra Shah - Managing Director - Member

Meetings of Stakeholder Relationship Committee:

D. INDEPENDENT DIRECTOR'S MEETING:

The Meeting of the Independent Directors of the Company was held on 30^thJune 2021 and 14^th November 2021 to review the performance of non-independentDirectors and Board as a whole to assess the quality quantity and flow of informationbetween the management and the board. Such meeting was attended by all the IndependentDirectors of the Company.

13. Internal Control Systems and Its Adequacy:

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

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

14. Internal Control over Financial Reporting (ICFR):

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

15. The Vigil Mechanism:

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. Protecteddisclosures can be made by a whistle blower through several channels. The Audit Committeeof the Board oversees the functioning of Vigil Mechanism in accordance with the provisionsof the Companies Act 2013 and the Listing Agreement. The said Mechanism is establishedfor directors and employees to report their concerns. The procedure and other detailsrequired to be known for the purpose of reporting such grievances or concerns are uploadedon the website of the Company.

16. Familiarisation Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Program forthe Independent Directors to familiarize them with the working of the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model etc.

A. Qualification Given by the Statutory Auditors:

The Auditors have not given any qualification in their Audit Report for the FinancialYear 2021-22.

B. Qualification Given by the Secretarial Auditor:

Secretarial Auditors have given 4 Qualifications for the Financial Year 2021-22; theBoard's reply to them is as follows:

18. Risk Management:

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

19. Particulars of Loans Guarantees or Investments:

Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments are provided as part of the financial statements andalso detailed in Annual Report.

20. Annual Evaluation by the Board of Its Own Performance and that of Its Committeesand Individual Directors:

During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non- Independent Directors were carried out by theIndependent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

21. Statutory Auditors:

M/s. Mittal & Associates (Firm Registration No. 106456W) have been appointed as theStatutory Auditor of the Company for a period of 5 years at the Annual General Meetingheld on 29th September 2018 till the conclusion of the Annual General Meeting to be heldin the year 2023.

22. Secretarial Auditor:

Your Company has appointed Pramod S. Shah & Associates as Secretarial Auditoraccording to the provision of section 204 of the Companies Act 2013 for conducingsecretarial audit of Company for the financial year 2021 - 22. Report issued by theSecretarial Auditor is annexed to Board's Report as Annexure III.

23. Related Party Transactions:

All transactions entered into with related parties during the year were on arm's lengthbasis in the ordinary course of business and in line with the threshold of materialitydefined in the Company's policy on Related Party Transactions. There have been nomaterially significant related party transactions between the Company and related partiesexcept for those disclosed in the financial statements.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of a foreseeable and repetitivenature.

The particulars of contracts or arrangements with related parties referred to insection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure IV of this Annual Report.

24. Obligation of The Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition and Redressal) Act 2013:

Under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 every Company is required to constitute an Internal ComplaintsCommittee to look into the complaints relating to sexual harassment at work place forevery woman employee.

Your Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

During the year ended 31 March 2022 no complaints have been received pertaining tosexual harassment.

The Company also adheres to the system in conformity with providing a safe workplace toall employees.

i. the Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

ii. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. {Therewas no complaint received from any employee during the financial year 2021-22 and hence nocomplaint is outstanding as on 31st March 2022 for redressal).

25. Revision of Financial Statement/Board Report of the Company:

The Financial Statement and Board's Report of the Company has not been revised duringthe Financial Year 2021 -2022 as per Section 131 of the Companies Act 2013.

26. Details of New Subsidiary/ Joint Ventures/Associate Companies:

The Company does not have any Subsidiary / Joint Ventures / Associate Companies of theCompany.

27. Directors' Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal fi3nancial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

28. The State of Company's Affairs:

The company is indulged in Cutting and Polishing of Diamonds and Trading of the same.

29. Management Discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report on your Company'sperformance industry trends and other material changes with respect to your Company andits subsidiaries wherever applicable are presented in a separate section forming a partof this Annual Report.

30. Corporate Social Responsibility:

The company has not fallen under the criteria of Section 135 of the Companies Act 2013to constitute a committee and to spend in CSR activity. However your company assure thatit will comply with Section 135 when the section will be applicable on company.

31. Disclosure of Remuneration paid to Director and Key Managerial Personnel andEmployees:

Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided as Annexure V to this report.

A statement containing the names of the top ten employees in terms of remunerationdrawn as required pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is setout in Annual Report. However there was no employee in the Company drawing remunerationin excess of limit specified in Rule 5(2) (i) to (iii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 hence no such details are provided.

The further details with regard to payment of remuneration to Directors and KeyManagerial Personnel are provided in Form No. MGT 9- Extract of annual return appended as AnnexureI.

32. Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to the Registrar and Share Transfer Agent.

33. Compliance with Secretarial Standards:

The Company has complied with all the clauses of Secretarial Standards issued andnotified by Institute of Company Secretaries of India.

34. Corporate Governance Report:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 exempts your Company from the compliance of Regulation 17 to 27 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V are notapplicable. Accordingly your Company has not annexed the Corporate Governance Report.

35. Disclosure under The Insolvency and Bankruptcy Code 2016:

During the period under review the Company has neither made any application and norare any proceedings against the Company pending under the Insolvency and Bankruptcy Code2016.

36. Details regarding Valuation Report:

During the year under review your Company has not entered into any One-Time Settlementwith Bank's or Financial Institutions and therefore no details of Valuation in thisregard is available.

37. Acknowledgement:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stake holders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.