To,

The Members,


Your Directors have pleasure in presenting their Report on the business and operations
of the Company and the accounts for the financial year ended March 31,2023.


1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY


The Board's Report is prepared based on the standalone financial statements of the
company.


  

    
PARTICULAR
    
2022-23
    
2021-22
  
  

    
Total Income for the year
    
187,988,512
    
12,26,07,201
  
  

    
Operating & Administrative expenses
    
187342343
    
12,23,15,717
  
  

    
Profit/(Loss) Before Depreciation And Taxes
    
646169
    
2,51,485
  
  

    
Less: Depreciation
    
146309
    
1,80,607
  
  

    
Net Profit/(Loss) Before Tax
    
499,860
    
1,10,878
  
  

    
Less: Provision For Tax
    
111,500
    
20,000
  
  

    
Deferred Tax
    
22,206
    
0
  
  

    
Profit/(Loss) After Tax
    
410,566
    
90,878
  
  

    
EPS
    
0.08
    
0.02
  



2. OPERATION & REVIEW


Your Company posted a total income of Rs 18,79,88,512 in the financial year ended on
31st March 2023. Your Companies' profit before tax for the year ended 31st March 2023 was
recorded at Rs 4,99,860.


3. DIVIDEND


The Board of directors of your company has not recommended any dividend for the
financial year ended on 31st March, 2023.


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


Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 does not apply to the company.


5. TRANSFER TO RESERVES


During the year under review, the Company has not transferred any amount to General
Reserves account.


6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES


The Company does not have any Subsidiary, Joint venture or Associate Company during the
financial year under review.


7. CHANGE IN THE NATURE OF THE BUSINESS


During the year, there is no change in the nature of the business of the Company.


8. DECLARATION BY INDEPENDENT DIRECTORS


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


9. DIRECTORS AND KEY MANAGERIAL PERSONNEL


There is no change in the Directors of the Company during the financial year under
review. 


  

    
S.No.
    
Name of Director /KMPs
    
Designation
  
  

    
1
    
Mr. Chirag Arvindbhai Shah
    
Managing Director
  
  

    
2
    
Mrs. Nehaben Chiragbhai Shah
    
Whole time Director
  
  

    
3
    
Mr. Pinkeshkumar Jivanlal Shah
    
NonExecutive Director
  
  

    
4
    
Mr. Mayur Prahladbhai Patel
    
Non-Executive Independent Director
  
  

    
5
    
Mrs. Jalpaben Jalpeshbhai Panara
    
Non-Executive Independent Director
  


* Mrs. Pooja shridhar Appa was appointed as company secretary w.e.f. 09th
June, 2023.



10. NUMBER OF BOARD MEETINGS


The Board of Directors duly met Three (4) times on 16/06/2022, 07/09/2022, 12/11/2022
and 09/02/2023 in respect of said meetings proper notices were given and proceedings were
properly recorded and signed in the Minute Book maintained for the purpose.


11. BOARD EVALUATION


Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc. Evaluation of the
Board and its compositions was carried out through a defined process covering the areas of
the Boards functioning viz. composition of the Board and Committees, understanding of
roles and responsibilities, experience and competencies, contribution at the meetings etc.


12. DIRECTORS' RESPONSIBILITY STATEMENT


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

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit/loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assetsof the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;

f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.


13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS


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

During the year, such Controls were tested and no reportable material weakness was
observed.


14. CHANGE IN CAPITAL SRUCTURE OF COMPANY


Further company had made a Fresh Initial Public Offer/ Issue of 30,00,000 equity shares
having Face Value of Rs. 10.00 each at an Issue Price of Rs. 27/- Per Equity Share on 18th
of July 2022.


15. MATERIAL CHANGES AND COMMITMENTS, IF ANY


There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year and the date of Directors'
Report.


16. STATUTORY AUDITORS


The Statutory Auditors, M/s. Bhagat & Co.,Chartered accountants (firm registration
no. 127250W), Ahmedabad offer themselves for appointment as statutory auditors of the
company at the ensuing Annual General Meeting from the conclusion of this 4th
Annual General Meeting [AGM] till the conclusion of 8th AGM for a term of 5
years with no further need for ratification at every Annual General Meeting to be held
during the said period

The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of the
Company. 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 Auditors
remarks in their report are self-explanatory and do not call for any further comments.


17. SECRETARIAL AUDITORS


In terms of Section 204 of the Act and Rules made there under practicing Company
Secretary have been appointed as Secretarial Auditor of the Company. For the year 2022-23
company is not in the criteria of secretarial Audit. Company listed on BSE SME portal on
date 18th of July, 2022.


18. DEPOSITS


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


19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES


In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has not
developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable to the company.


20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013


During the year, the Company has complied with the provisions of section 186 of the Act
with respect to loan, guarantee or provided security in connection with the loan to any
other body corporate or person or made any investments, which is mentioned in Notes to the
Financial Statements of the Company.


21. RELATED PARTY TRANSACTIONS

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

22. PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration
exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. 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 or
tribunals impacting the going concern status and company's operations in future.

24. 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 with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Policy is available on the website of the Company at
www.veerkrupajewellers.com

Internal Complaints Committee (ICC) has been constituted to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary and
trainees) are covered under this policy.

There were no complaints received, during the period under review

25. RISK MANAGEMENT POLICY


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


26. WHISTLE BLOWER POLICY


The Company promotes safe, ethical and compliant conduct of all its business activities
and has put in place a mechanism for reporting illegal or unethical behaviour. The Company
has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged
to report violations of applicable laws and regulations and the Code of Conduct - without
fear of any retaliation.


27. MEETING OF INDEPENDENT DIRECTORS


During the year under review, a separate meeting of Independent Directors was held on 9th
February 2023, inter-alia, to discuss:

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

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

3. Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary to effectively and reasonably perform its
duties.

All the Independent Directors were present at the meeting


28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO


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: None



III. The capital investment on energy conservation equipments: Nil



B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: None



II. The benefits derived like product improvement, cost reduction, product development
or import substitution: None

III. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)

a) The details of technology imported: None



b) The year of import: N.A.



c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the - reasons
thereof: N.A.



e) The expenditure incurred on Research and Development: Nil



C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW.


29. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

a. Audit Committee


Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of the
Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (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 13,
2019.

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


  

    
Name
    
Designation
    
Category
    
No. of Meeting held During the Period
  
  

    

    

    

    
Held
    
Attend
  
  

    
Mayur Prahladbhai Patel
    
Chairman
    
Non - Executive Independent Director
    
4
    
4
  
  

    
Jalpaben Jalpeshbhai Panara
    
Member
    
Non - Executive Independent Director
    
4
    
4
  
  

    
Chirag Arvindbhai Shah
    
Member
    
Executive Director
    
4
    
4
  



b. Nomination and Remuneration Committee:


Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company's Equity Shares). The policy of Nomination
and remuneration committee is annexed herewith (Annexure B). The Nomination and
Remuneration Committee comprises the following members:


  

    
Name
    
Designation
    
Category
    
No. of Meeting held During the Period
  
  

    

    

    

    
Held
    
Attend
  
  

    
Mayur Prahladbhai Patel
    
Chairman
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Jalpaben Jalpeshbhai Panara
    
Member
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Pinkeshkumar Jivanlal Shah
    
Member
    
Non-ExecutiveDirector
    
1
    
1
  



c. Stakeholder's Relationship Committee:


Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations (applicable upon listing of Company's equity shares) vide resolution dated
December 13, 2019. The constituted Stakeholders Relationship Committee comprises the
following members


  

    
Name
    
Designation
    
Category
    
No. of Meeting held During the Period
  
  

    

    

    

    
Held
    
Attend
  
  

    
Mayur Prahladbhai Patel
    
Chairman
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Jalpaben Jalpeshbhai Panara
    
Member
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Nehaben Chiragbhai Shah
    
Member
    
Whole Time Director
    
1
    
1
  



d. Sexual Harassment Committee


Constitution & Composition of Sexual Harassment Committee:

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


  

    
Name
    
Designation
    
Category
    
No. of Meeting held During the Period
  
  

    

    

    

    
Held
    
Attend
  
  

    
Jalpaben Jalpeshbhai Panara
    
Chairman
    
Non - Executive Director
    
1
    
1
  
  

    
Mayur Prahladbhai Patel
    
Member
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Pinkeshkumar Jivanlal Shah
    
Member
    
Non - Executive Independent Director
    
1
    
1
  
  

    
Nehaben Chiragbhai Shah
    
Member
    
Whole Time Director
    
1
    
1
  



30. MANAGEMENT DISCUSSION AND ANALYSIS


Management Discussion and analysis Report as Required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the companies' current working and future
outlook of as per "Annexure - C”


31. 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 the
Company is listed on SME platform of BSE and not having the paid up share capital
exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores, hence Company has not
obtained a Certificate from a Practicing Company Secretaries certifying the same.


32. LISTING


The Company has listed its shares on Bombay Stock Exchange on 18th day of
July, 2022. Further the Company is regular in compliances of various clauses and
regulations of the Listing Agreement and/or LODR.


33. ACKNOWLEDGEMENTS


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


  

    
Place: Ahmedabad
    
BY ORDER OF THE BOARD OF DIRECTORS OF
  
  

    
Date: 06.09.2023
    
VEERKRUPA JEWELLERS LIMITED
  
  

    

    
S/d
    
S/d
  
  

    

    
Chirag A Shah
    
Nehaben C Shah
  
  

    

    
Managing Director
    
Wholetime Director
  
  

    

    
(DIN:08561827)
    
(DIN:08561828)
  
  

    
Registered Office:
    

    

  
  

    
Shop/7, Vrundavan Residency,
    

    

  
  

    
Near Satyam School,
    

    

  
  

    
Nr. Dharamnathprabhu Society, Naroda,