To

The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the audited Financial Statement of the Company for the financial year ended 31st March, 2018

1. FINANCIAL SUMMARY

(Amt in lakhs)

2. STATE OF COMPANY’S AFFAIRS:

The revenue from operations during the year under review stood at Rs. 7154.79 lakhs as compared to Rs. 4516.54 lakhs in the previous financial year ending 31st March, 2017. The net profit after tax for the financial year ending 31st March, 2018 is Rs. 237.99 lakhs. The Company is in the constant drive for growth and development. With its light weight precious stone studded gold jewellery, the Company has been able to meet the recent trends in the market. Further, the Company intends to introduce assorted brands of jewellery, each specializing in different categories for the interest of all groups of consumers After the end of period under review, the Company has entered into the international market through export of its exclusive gold jewellery.

3. FUTURE OUTLOOK

With growth oriented plans, the Company is optimistic about various intended business transformations that would boost its performance on the whole and increase its stakeholders’ value. In view of the same and the Company’s endeavors to achieve maximum customer satisfaction, there are plans to launch creative products under various brands. Products of white gold jewellery studded with precious stones, ‘Aira’- concept jewellery using variety of colored gemstones, 21ct gold jewellery for the purpose of export are few amongst the various themes on which the Company is seeking to create its niche in the national as well as international markets.

In line with its expansion plans and to augment the Company’s financial resources, the Company has allotted Warrants to Promoter/ Promoter Group and Non-Promoters which is convertible into equal number of Equity shares within a period of 18 months from the date of issue for the purpose of infusing funds in the business.

4. DIVIDEND

In order to conserve resources for further expanding business of the Company, your directors have opined to not recommend any dividend for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as the Company has not declared and paid dividend.

6. RESERVES

Amount to be carried forward to the reserves is Rs. (154.30) Lakhs.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

8. SHARE CAPITAL

The Issued, Subscribed and Paid up Equity Share Capital of the Company is Rs. 16,86,41,200/-(Rupees Sixteen Crores Eighty Six Lakhs Forty One Thousand Two Hundred only) divided into 1,68,64,120 (One Crore Sixty Eight Lakhs Sixty Four Thousand One Hundred and Twenty only) Equity shares of Rs. 10/- each.During the year under review, the Company has allotted 51,73,520 new Equity shares upon conversion of warrants issued under Preferential Issue out of which 2,50,000 shares are pending for listing at BSE Ltd. due to pending disclosure requirements. Further, during the financial year 2017-18, there were no

(i) Re-issue of forfeited shares

(ii) Issue of shares with differential rights

(iii) Issue of sweat equity shares

(iv) Issue of ESOP

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Sanghi retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. His profile is given elsewhere in the report. Your Directors recommend his re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013, Mr. Ramprasad Vempati, Mr. Siddharth Goel, and Mr. Vikram Goel were appointed as independent directors at the Annual General Meeting of the Company held on 29th September, 2014 and the terms and conditions of appointment of independent directors are as per Schedule IV of the Act. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

During the year under review, Mr. Ritesh Kumar Sanghi, was re-appointed as Managing Director of the Company for a period of Five years with effect from 29th August, 2017, in accordance with the provisions of Section 196 of the Companies Act, 2013 and the rules made there under.

10. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been obtained as required.

11. NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consultation with its Nomination & Remuneration Committee, the Board has formulated the performance evaluation policy that specifies the manner and process of formal evaluation of the performance of the Board, its Committees and individual Directors, including Independent Directors.The said policy is available at the website of the Company at www.udayjewellery.com.The Independent Directors had met separately on January 18, 2018without the presence of Non-Independent Directors to discuss the performance of the NonIndependent Directors and the Board as a whole.

In accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the entire Board of Directors of the Company shall evaluate the performance of Independent Directors of the Company. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. MANAGERIAL REMUNERATION

The Company’s policy on Director’s appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 is available at the website of the Company at www.udayjewellery.com. No remuneration is being paid to the Managing Director or any other Director of the Company. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company and Directors is furnished hereunder:

i) Median remuneration of the Company for all its employees is Rs. 76,408/- for the Financial Year 2017-18.

ii) Details of percentage increase in the remuneration of each Director and CFO and Company Secretary in the Financial Year 2017-18 are as follows:

*For part of the current year only

iii) Percentage increase in the median remuneration of all employees in the financial year 2017-18:

iv) Numbers of permanent employees on the rolls of the Company as on 31st March, 2018 are 23.

14. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration equal or more than the limits specified in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiaries or associate companies or joint ventures to the Company as on the date of this report.

16. STATUTORY AUDITORS AND THEIR REPORT:

The Auditors, M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, (Firm Regn. No.-004671S) were appointed in the Annual General Meeting held on 29th September, 2014 to hold office until the conclusion of Annual General Meeting of the Company to be held in the calendar year 2019. Their appointment was ratified in the last Annual General Meeting in accordance with the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules, 2014.

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer of the Auditors that may call for any explanation from theDirectors. The declaration for unmodified Auditor’s Report in accordance with Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 as amended by SEBI vide notification no. SEBI/ LAD-NRO/GN/2016-17/001 dated 25.05.2016 have been submitted with the Stock Exchanges.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, Shri Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad (COP No.- 3479) had been appointed as Secretarial Auditor of the Company for the financial year 2017-18.The Secretarial Audit report does not contain any qualification, reservations or adverse remark. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure I to this report.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules, 2014and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has in place a Whistle Blower Policy,which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct. It also provides for adequate safeguards against victimization of persons who use this mechanism. The said policy is updated on the website of the Company at www.udayjewellery.com.

19. INTERNAL AUDIT & CONTROLS

The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised,recorded and reported correctly. The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm Regn No- 001461S) as its Internal Auditors who, independently evaluate the adequacy of internal controls, audit the majority of the transactions in value terms and review the operational efficiency, effectiveness of systems and processes..

20. CONSITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Your management is concerned about the safety of women workforce and has constituted an Internal Complaints Committee under Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the financial year 2017-18 there was no such instances reported.

21. RISK MANAGEMENT:

The Management has put in place adequate and effective system and manpower for the purposes of risk management. The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The Company proactively manages these risks through forward booking and inventory management. It has the best quality products and a vigorous marketing team that helps to mitigate risk relating to price fluctuation of finished goods.

22. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in prescribed Form MGT 9 is attached as a part of this Annual Report as Annexure II.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes between the date of balance sheet and the date of this report that could potentially affect the financial position of the Company.

25. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public as per Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has entered into an agreement with Trisa Retail Limited to provide unsecured loan to an extent of Rs. 314 Lakhs under Section 186 of the Companies Act, 2013. Out of which, the Company provided Rs. 250 Lakhs Loan to Trisa Retail Limited. As on the end of period under review the outstanding amount of such unsecured loan is Rs. 274.84 Lakhs (including interest). Further, the Company has not given any guarantee or provided any security in connection with any loan to any other body corporate in accordance with Section 186 of the Companies Act, 2013.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties during the Financial Year 2017-18 referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 as Annexure III to this report.

28. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this report as Annexure- IV.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis for the year ended 31st March, 2018 forms part of the annual report.

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

A. CONSERVATION OF ENERGY

The Company is engaged in manufacturing of gems and jewellery and as such its operations do not account for substantial energy consumption. However, the Company makes its best efforts to conserve energy in a more efficient and effective manner including the use of LED lights and bulbs in its office and manufacturing unit. The machinery used in the unit is light weight with low power consumption supported by stabilizers for dealing with current fluctuations.

B. TECHNOLOGY ABSORPTION

The company has not carried out any specific research and development activities.Accordingly,the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year 2016-17, there were NIL Foreign Exchange Earnings & Outgo.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company’s net worth does not exceed Rs. 500 Crores or Company’s turnover does not exceed Rs. 1000 Crores or the Company’s net profit does not exceed Rs. 5 Crores for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the Audited Financial Statements for the financial year ended 31st March, 2018 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations. These Financial Statements are audited by M/s Venugopal&Chenoy, Chartered Accountants, Statutory Auditors of the Company.

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors further confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

33. LISTING:

Your Company’s equity shares are listed on BSE limited and Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the amendments therein except as stated in point no.8 above. There is no trading platform available at Calcutta Stock Exchange, during the period under review.

34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there has been no significant and material order passed by any regulators or courts or tribunal.

35. ACKNOWLEDGMENT:

Your Directors place on record their gratitude to the Company’s employees, customers, vendors and investors for their continuous support. The Directors also wish to place on record their appreciation of Banks, Governments and other authorities for their able guidance and support.

Date: 14.08.2018

Place: Plot No 5-9-60, Flat No 301, Moghuls

Court, Basheerbagh, Hyderabad - 500 001

For and on behalf of Board of Directors

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi)

Managing Director Director

DIN: 00628033 DIN: 00629693