To The Members

Your Directors are pleased to present the 3^rd Annual Report of the Companytogether with the audited financial statements of the Company for the Financial Year endedMarch 31 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Directors' Report is prepared based on the stand alone financial statements of thecompany.

2. OPERATION & REVIEW

Your Company's revenue was 437237756 in Financial year 2020-21 as Compared to1253615359 in Financial year 2019-20 which is Higher than previous year and Profitafter tax was placed at Rs. 792549.29 in Financial year 2020-21as Compared to loss ofRs. 938010 in Financial year 2019-20.EPS of the Company is 0.28.

3. DIVIDEND

The Board of Directors of Your Company has not recommended any dividend for theFinancial Year ended 31st March 2021.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has transferred 792550 amount to GeneralReserves account.

6. MATERIAL CHANGES & COMMITMENTS AND CHANGE IN THE NATURE OF THE BUSINESS

During the year under review there is no change in the nature of the business of theCompany.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Bharat Rasiklal Shah and Mrs. Pravinaben Shah are liable to retire by rotation atthe forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

During the under review company has appointed Mr. Taresh Limbacheya Patel asindependent director w.e.f. February 23 2021 and Mr. Mr. Mukeshkuamr Sevantilal Suraniand Mrs. Rina Mukesh Surani as executive director w.e.f. April 24 2021.Mr. Parshwa shahceased to be independent director w.e.f. February 23 2021.

Ms. Pooja Subhashbhai Jadiya has resigned from the post of company secretary w.e.fFebruary 24 2021 and Ms. Khushbu Tibrewal was appointed as Company Secretary w.e.f. 23^rdJune 2021.

Further there was no change in the Board of Director of the Company except abovechanges.

8. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.

9. NUMBER OF BOARD MEETINGS

During the year under review Six meetings of the Board of Directors were held incompliance with the Companies Act 2013 and Listing Regulations in respect of saidmeetings proper notices were given and proceedings were properly recorded and signed inthe Minute Book maintained for the purpose.

Dates of Board meetings are as follows:

10. FORMAL ANNUAL EVALUATION

The Human Resources Nomination and Remuneration Committee has devised a criteria forevaluation of the performance of the Directors including the Independent Directors. Thesaid criteria provides certain parameters like attendance acquaintance with businesscommunication inter se between board members effective participation domain knowledgecompliance with c ode of c onduct v ision and s trategy benchmarks established by globalpeers etc. which is in compliance with applicable laws regulations and guideline.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures; b. The directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit/loss ofthe company for that period; c. The directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. The directors have prepared the annual accounts on a goingconcern basis; and e. The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. f. The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

13. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the period under review there is no change in the Capital structure of theCompany.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY

During the period under review there are No other material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear to which this financial statements relate on the date of this report.

15. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company is available on the websiteof the Company at www.rojewels.co.in.

16. AUDITORS AND THEIR REPORT

a. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. BHAGAT & CO Chartered Accountants (FRN:127250W) the Statutory Auditors of the Company. The Audit Committee and the Board ofDirectors of the Company proposed subject to approval of the shareholders theappointment of M/s. BHAGAT & CO Chartered Accountants (Firm Registration No. 127250W)as the Statutory Auditors of the Company to hold office for second term of 5 (five) yearsi.e. from the conclusion of ensuing AGM till the conclusion of AGM for financial year2025-26.

The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany. Necessary resolution for appointment of the said Auditors is included in the

Notice of AGM for seeking approval of members.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

Reporting of Fraud

The Auditor of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under Section 143(12) of theCompanies Act 2013.

b. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report as “Annexure A”. The report isself-explanatory.

c. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (“the Act”) read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

19. RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risksto the Company's continued existence as a going concern and to its growth are identifiedand addressed on timely basis. Report on Risk Management forms an integral part of thisAnnual Report.

20. WHISTLE BLOWER POLICY

The Company promotes safe ethical and compliant conduct of all its business activitiesand has put in place a mechanism for reporting illegal or unethical behaviour. The Companyhas a Vigil Mechanism and Whistle-blower policy under which the employees are encouragedto report violations of applicable laws and regulations and the Code of Conduct withoutfear of any retaliation.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has in place a Policy against Sexual Harassment at workplace in line withthe requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Policy is available on the website of the Company atwww.rojewels.co.in.

Internal Complaints Committee (ICC) has been constituted to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this policy. There were no complaints received during theperiod under review.

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

24. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms' length basis. Details of the transactions pursuant to compliance ofsection 134(3)(h) of the companies act 2013 and rule 8(2) of the companies (Accounts)Rule 2014 are annexed herewith as per “Annexure B”.

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

25. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: o the steps taken or impact on conservation of energy : Nilo the steps taken by the company for utilising alternate sources of energy : None o thecapital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION: o the efforts made towards technology absorption : None o Thebenefits derived like product improvement cost reduction product development or importsubstitution: None o in case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year)- The details of technology imported:None The year of import: N.A.

Whether the technology been fully absorbed: N.A.

If not fully absorbed areas where absorption has not taken place and the reasonsthereof: The expenditure incurred on Research and Development: Nil

27. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE/ SEXUAL HARASSMENT

COMMITTEE

a. Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of theSection 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations(applicable upon listing of Company's Equity Shares) vide resolution dated December 132019.

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

b. Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company's Equity Shares). T he Nomination andRemuneration Committee c omprises the following members:

The Company's remuneration policy is directed towards rewarding performance based onreview of achievements periodically. The remuneration policy is in consonance withexisting industry practice. The Policy of nomination and Remuneration committee has beenplace on the website of the company at www.rojewels.co.in and the salient features of thesame has been disclosed under “Annexure C”

c. Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations. The c onstituted Stakeholders Relationship Committee c omprises the followingmembers:

d. Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors in compliancewith the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

28. MEETING OF INDEPENDENT DIRECTORS

During the year under review a separate meeting of Independent Directors was held on 7^thMarch 2021 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary to effectively and reasonably perform itsduties.

All the Independent Directors were present at the meeting.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per “Annexure D”

30. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is listed on SME platform of BSE and not having the paid up share capitalexceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores hence Company has notobtained a Certificate from a Practicing Company Secretaries certifying the same.

31. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.