Dear Members,
 
 The Directors are pleased to present the 26th Annual Report on the
 business and operations of the Company for the year ended March 31,
 2012.
 
 FINANCIAL RESULTS:                            (Rs. in Millions)
 
                                    Standalone       Consolidated
                           2011-12     2010-11    2011-12     2010-11
 
 Sales & Other Income     78,530.12    51,303.47  126,463.83  94,809.63
 
 Expenditure              73,495.87    47,938.72  116,906.98  88,376.11
 
 Finance Cost              2,509.45     1,043.98    4,077.24   2,217.70
 
 Depreciation & 
 Ammortisation Expenses       34.66        33.56      294.70     563.72
 
 Exceptional Items            97.23         2.44       50.54     180.67
 
 Profit before Taxes       2,587.37     2,289.65    5,235.45   3,832.77
 
 Provision for Current Tax   519.00        45.00      920.52     404.13
 
 Provision for Deferred Tax    3.98        (1.38)      21.19    (137.01)
 
 Provision for MAT (Credit) (519.00)         --      (601.27)      --
 
 Net Profit for the Year   2,583.39     2,246.03     4895.01   3,565.65
 
 Profit brought forward 
 from earlier Years        7,920.56     6,450.45   10,387.29   7,601.60
 
 Amount available for
 Appropriation            10,503.95     8,696.48   15,278.29  11,166.53 
 
 Appropriations:
 
 Proposed Dividend 
 (including Dividend Tax)    317.72       295.92      317.72     295.92
 
 Transfer to General Reserve 265.00       230.00      265.00     230.00
 
 Capital Redemption Reserve    -            -           -          3.33
 
 Debenture Redemption 
 Reserve                     250.00       250.00      250.00     250.00
 
 Balance Carried to 
 Balance Sheet             9,671.23     7,920.56   14,445.57  10,387.29
 
                                                   (1 Million=10 Lakhs)
 
 TURNOVERS & PROFITS
 
 Your Directors wish to inform you that during the financial year ended
 March 31, 2012 the sales and other income increased from Rs. 51303.47
 Million to Rs. 78530.12 Million. The net profit before tax stood at Rs.
 2587.37 million as against Rs. 2289.65 million in the previous year.
 The net profit after tax stood at Rs. 2583.39 million as against Rs.
 2246.03 million in the previous year.
 
 BUSINESS REVIEW
 
 1. DIAMOND AND JEWELLERY MANUFACTURING
 
 SEGMENT
 
 The Company is engaged in an end-to-end diamond processing chain which
 begins with Marking, Cleaving, Sawing, Cutting and finally, Polishing.
 Gitanjali procures rough diamonds from various major reputed diamond
 suppliers across the globe.  These rough diamonds are processed and
 polished in modern diamond manufacturing facilities. The Company is
 making conscientious efforts in addressing the large market
 opportunities that exist in the Diamond Segment both in India and
 abroad. Converting diamonds into jewellery is a lucrative proposition
 and the company also has state of the art jewellery manufacturing
 facilities catering to domestic as well as International requirements.
 
 2. BRANDED JEWELLERY AND RETAIL SEGMENT
 
 The branded jewellery segment of the company is an India focused
 segment, which sells jewellery through over 4,000 points of sales
 across the country. Gitanjali owns 8 out of the top 10 brands in the
 country. The Group''s “Gili” brand of jewellery, introduced in 1994, was
 among one of the first jewellery brand introduced in India. The Group''s
 brands and sub-brands are aimed at different customer profiles, various
 markets and price segments and enjoy significant brand equity and
 market share. Gitanjali''s brand portfolio includes leading jewellery
 brands like GILI, Nakshatra, Asmi, Sangini, D''damas, Maya Gold, etc.
 The other important brands under various sections including jewellery,
 fashion accessories, watches and silver ware are Vivaaha, Glitterati,
 Diya, Stefen Hafner, Shuddhi, Nizam, Lucera, Revv, Rivaaz, Giantti,
 World of Solitaire, Me Solitaire, World of Silver, Bezel, Morellato
 etc.
 
 Asmi, Gili, Nakashtra and D''Damas have become leading brands today in
 the jewellery segment in India. Gitanjali has also launched new brands
 such as Amore and GDivas in India as part of its constant endeavour to
 extend its product range thereby, rapidly filling gaps and addressing
 an ever-growing demand for branded jewellery in India.
 
 Consumer preferences have changed and lifestyles have improved in
 India. Retailing in India has also undergone a transformation. This has
 filtered through to the jewellery business creating opportunities for
 modern retail formats and chains. Gitanjali has been the pioneer in the
 branded jewellery segment and is amongst the first few companies to
 launch its own outlets to sell branded jewellery in India. Gitanjali is
 present across most modern retail formats such as shop-in- shops in
 large departmental stores and both, multi-brand outlets and exclusive
 brand outlets under owned and franchised stores. Gitanjali has extended
 its retail presence across outlets through an increase in the number of
 doors in order to take advantage of these opportunities. Gitanjali has
 a retail footprint of 1.7 mn sq. ft. It is focused strategically on
 expanding through the franchisee channel. This has allowed it an access
 to markets in smaller Indian towns and cities rapidly.
 
 3. INTERNATIONAL DISTRIBUTION AND RETAIL SEGMENT
 
 Besides operations in India, Gitanjali has a strong presence in leading
 jewellery markets of the world. It has the retail chain of
 
 Samuels in USA with 110 stores. In the Middle East, it has four stores
 in Dubai and over 50 distribution points through leading retail chains
 of GCC countries.
 
 In China, Gitanjali has distribution through a chain of 40 stores and a
 manufacturing facility for local as well as international supply. In
 Japan, it has a significant stake in Gems London Company Ltd which owns
 Gems TV, one of the leading Jewellery selling TV Channels of the world
 as well as a strong distribution network supplying to other leading
 retail chains of Japan. In the design capital of the world, Italy,
 Gitanjali owns leading brands such as Stefan Hafner, Io Si, Nouvelle
 Bague, Porrati and Valente. The Italian brands and designs are
 available to penetrate markets such as Russia, Saudi Arabia, China and
 the Far-east. Through its recent acquisition, Gitanjali also has a well
 established distribution chain in UK supplying its jewellery to leading
 retail chains in UK and in the rest of Europe.
 
 DIVIDEND
 
 Your Directors recommended a dividend of Rs 3/- per equity share for
 the year ended March 31, 2012. The payment of dividend is subject to
 the approval of shareholders at the ensuing Annual General Meeting.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 265.00 million to the general
 reserve out of the total amount of Rs. 10503.95 million available for
 appropriations as on March 31, 2012.
 
 CAPITAL
 
 The Company issued 943396 warrants convertible into equal number of
 Equity Shares on Preferential Basis at a price of Rs.  424/- per
 Warrant to Bennett Coleman and Company Limited (BCCL). Pursuant to
 notice received from BCCL for conversion of Warrants Company allotted
 943396 equity shares of Rs. 10 each on 4th August, 2012. Consequent to
 aforesaid conversion the paid up capital of the Company has increased
 from Rs.  911,220,950/- consisting of 91122095 equity shares of Rs. 10
 each to Rs. 920,654,910/- consisting of 92065491 equity shares of Rs.
 10/- each.
 
 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
 
 The Company had raised USD 110 Million by way of issuance of FCCBs as
 per Offering Circular dated November 26, 2006 for utilization of funds
 towards overseas acquisition and infrastructure activities and
 development of Special Economic Zone (SEZ). Till the date of maturity,
 FCCBs worth USD 69.74 Million were converted into 12748162 Equity
 shares of Rs. 10 each of the Company at applicable conversion rates. On
 November 25, 2011 balance amount of outstanding FCCBs of Rs. 40.26
 million were redeemed at a premium of 42.052%.
 
 GLOBAL DEPOSITORY RECEIPTS (GDRs)
 
 The Company had a balance of USD 0.066 million from its GDR Proceeds as
 on 1st April, 2011. During the year ended March 31, 2012 the Company
 has not utilized any GDR proceeds. Further, during the year under
 review the Company has earned an interest of USD 0.006 million on the
 said deposit. As on March 31, 2012 the balance net proceeds of GDR of
 USD 0.072 million were kept as deposits with overseas banks pending
 utilization.
 
 EXTERNAL COMMERCIAL BORROWING (ECB)
 
 During the year under review the Company has raised funds through ECB
 routes from Banks aggregating to USD 107.19 million.
 
 Out of the above ECB proceeds USD 57.19 million was utilized for
 redemption of outstanding FCCBs and USD 50 Million was utilized towards
 CAPEX in SEZ unit in Hyderabad and investment in overseas subsidiaries.
 
 DELISTING OF GLOBAL DEPOSITORY RECEIPTS (GDRS) FROM LONDON STOCK
 EXCHANGE AND FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) FROM SINGAPORE
 STOCK EXCHANGE
 
 As 1% Foreign Currency Convertible Bonds (FCCBs) of the Company listed
 on Singapore Stock Exchange have matured and been redeemed and also the
 entire Global Depositary Receipts listed on London Stock Exchange has
 been converted into Equity Shares of the Company, both securities have
 been delisted/cancelled from the respective Stock Exchanges.
 
 SUBSIDIARIES
 
 The Company has the following Subsidiaries/ Step down Subsidiaries as
 on date:
 
 1.  Gitanjali Limited
 
 2.  Gitanjali Exports Corporation Limited
 
 3.  Gitanjali Brands Limited
 
 4.  Gitanjali Infratech Limited
 
 5.  Hyderabad Gems SEZ Limited
 
 6.  Gitanjali Lifestyle Limited
 
 7.  Nashik Multi Services SEZ Limited
 
 8.  Gitanjali Jewellery Retail Limited
 
 9.  Samuels Jewelers Inc.
 
 10. Gitanjali USA, Inc.
 
 11. Gitanjali Ventures DMCC
 
 12. Decent Securities & Finance Private Limited
 
 13. Eureka Finstocks Private Limited
 
 14. MMTC Gitanjali Private Limited
 
 15. Gitanjali Capital Pvt Ltd.
 
 16. Aston Luxury Group Limited
 
 17. N&J Finstocks Private Limited
 
 STEP DOWN SUBSIDIARIES
 
 1.  Tri-Star Worldwide LLC (Subsidiary of Gitanjali USA, Inc.)
 
 2.  Maya Retail Limited (Subsidiary of Gitanjali Lifestyle Limited)
 
 3.  MobileNxt Teleservices Pvt. Ltd (Subsidiary of Gitanjali Lifestyle
 Limited)
 
 4.  Diamlink Inc. USA (Subsidiary of Gitanjali USA, .Inc)
 
 5.  Diamlink Jewelery Inc. (Subsidiary of Diamlink Inc. USA)
 
 6.  Jewelry Marketing Comp, LLC (Subsidiary of Diamlink Jewelery Inc)
 
 7.  LJOW Holdings, LLC (Subsidiary of Diamlink Jewelery Inc)
 
 8.  Gili India Limited (Subsidiary of Gitanjali Brands Limited)
 
 9.  Brightest Circle Jewellery Limited (Subsidiary of Gitanjali Brands
 Limited)
 
 10.  D''Damas Jewellery (India) Private Limited (Subsidiary of Gitanjali
 Brands Limited)
 
 11.  Shubhalavanya Jewel Crafts Private Limited (Subsidiary of
 Gitanjali Brands Limited)
 
 12.  Asmi Jewellery India Limited (Subsidiary of Gitanjali Brands
 Limited)
 
 13.  Spectrum Jewellery Limited (Subsidiary of Gitanjali Brands
 Limited)
 
 14.  Gitanjali Resources BVBA (Subsidiary of Aston Luxury Group Ltd)
 
 15.  GGL Diamonds LLC (Subsidiary of Gitanjali USA)
 
 *16. Leading Jewels of Japan KK (Subsidiary of Aston Luxury Group Ltd)
 
 *17. Leading Singapore Jewels Pte Ltd (Subsidiary of Aston
      Luxury Group Ltd) 
 
 18. Leading Italian Jewels SRL (Subsidiary of Aston
     LuxuryGroup Ltd) 
 
 *19. Alfred Terry Limited (Subsidiary of Aston Luxury Group Ltd) 
 (Formerly known as Alfred Terry Holding Limited) 
 
 *20. Terry Alfred Limited (Subsidiary of Alfred Terry Limited)
 (Formerly known as Alfred Terry Limited) 
 
 21.  BLU Srl (Subsidiary of Leading Italia Jewels Srl) 
 
 *22. Crown Aim limited (Subsidiary of Aston Luxury Group Ltd) 
 
 *23. Forever Prime Inc (Subsidiary of Aston Luxury Group Ltd) 
 
 *24. Aston Luxury Retails Ltd (Subsidiary of Forever Prime
 Inc)
 
 *Acquired/Incorporated during the year
 
 Notes:
 
 a. West Bengal SEZ Limited, Kolkata Axis Mall Limited, Raigad Gems SEZ
 Limited, Gitanjali Retail Ventures Limited, Cria Jewellery Private
 Limited and Mohar Jewels Limited were struck off from the register of
 Companies of ROC, Mumbai under Fast Track Exit mode for defunct
 companies under section 560 of the Companies Act,1956.
 
 b. Modali Gems Private Limited have made an application under Fast
 Track Exit mode for defunct companies under section 560 of the
 Companies Act, 1956 to ROC, Mumbai. The same is under process of Strike
 off.
 
 c. A statement containing brief financial details of subsidiaries is
 included in the annual report.
 
 SUBSIDIARIES
 
 The Ministry of Corporate Affairs, Government of India vide circular
 no. 2/2011 dated 8th February, 2011 has granted general exemption from
 attaching the Balance Sheet, Profit and Loss Account and other
 documents of the subsidiary companies with the Balance Sheet of the
 Company, as set out in sub-section (1) of Section 212 of the Companies
 Act, 1956. Accordingly, the Board of Directors in their Meeting held on
 21st May, 2012, passed a resolution giving consent for not attaching
 the Balance Sheet, Profit and Loss Account and other documents of the
 subsidiary companies with the Balance Sheet of the Company.  A
 statement containing brief financial details of the Company''s
 subsidiaries for the financial year ended March 31, 2012 is included in
 the Annual Report.
 
 The Company will make available the Annual Accounts of the subsidiary
 companies and the related detailed information to any member of the
 Company who may be interested in obtaining the same. The annual
 accounts of the subsidiary companies will also be available for
 inspection as above at office of the Company situated at Bldg. No.
 2/101, Jogani Complex, Behind Amar – Brass, Manipada Road, Kalina,
 Santacruz (E), Mumbai – 400 098. The Company shall furnish a copy of
 details of annual accounts of subsidiaries to any member on demand. We
 believe that the consolidated accounts present a full and fair picture
 of the state of affairs and the financial condition and are accepted
 globally. The Consolidated Financial Statements presented by the
 Company includes the financial results of its subsidiary companies.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Your Directors have pleasure in attaching the consolidated financial
 statement pursuant to Clause 32 of the Listing Agreement entered into
 with Stock Exchange and prepared in accordance with applicable
 accounting standards prescribed by Institute of Chartered Accountants
 of India in this regard. The Auditors report does not contain any
 qualification.
 
 RELATED PARTY TRANSACTIONS
 
 Related party transactions have been disclosed in the notes to
 accounts.
 
 FIXED DEPOSITS AND LOANS & ADVANCES
 
 During the year under review, your Company has neither invited nor
 accepted any fixed deposits from the public within the meaning of
 Section 58A of the Companies Act, 1956.
 
 DIRECTORS
 
 Mr. M. S. Sundararajan and Mr. Sunil Varma have been appointed as
 Additional Directors on March 21, 2012 and May 21, 2012 respectively.
 Mr. M. S. Sundararajan is an Independent Director and Mr. Sunil Varma
 is an Executive Director. As per the provisions of Section 260 of the
 Act, both the Directors hold office only up to the date of the
 forthcoming Annual General Meeting (AGM) of the Company and are
 eligible for appointment as Directors. The Company has received notices
 under Section 257 of the Act, in respect of the above persons, from a
 member of the Company proposing their appointment as a Director of the
 Company. Resolutions seeking approval of the members for the
 appointment of Mr. M. S. Sundararajan and
 
 Mr. Sunil Varma as Directors of the Company have been incorporated in
 the Notice of the forthcoming AGM along with brief details about them.
 
 Mr. Sunil Varma is appointed as Whole Time Director of the Company
 w.e.f. May 21, 2012 upto May 20, 2017 and will not be liable to retire
 by rotation.
 
 The term of appointment of Mr. Mehul C. Choksi as Managing Director
 came to an end on 31st July, 2012 and he was reappointed for a further
 period of 5 years with effect from 1st August, 2012 to till 31st July,
 2017 in Board of Directors Meeting held on 21st May, 2012. He will not
 be liable to retire by rotation.
 
 Mr. Nehal Modi and Mr. S. Krishnan, Directors, are retiring by rotation
 and being eligible have offered themselves for re- appointment. Your
 Directors recommend their re-appointment for your approval.
 
 A Brief profile of all the Directors on the Board has been given in
 Separate Section of the Annual Report.
 
 REGISTERED OFFICE ADDRESS
 
 The registered office of the Company has been shifted from 801/802,
 Prasad Chambers, Opera House, Mumbai – 400 004 to A-1, 7th Floor, Laxmi
 Tower, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051. The same
 was approved by the Board of Directors in their meeting held on 11th
 August, 2012.
 
 AUDITORS & AUDITORS REPORT:
 
 M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, the present
 Statutory Auditors retire at the ensuing Annual General Meeting and are
 eligible for re-appointment u/s 224 (1B) of the Companies Act, 1956.
 The company proposes to re-appoint M/s. Ford, Rhodes, Parks & Co.,
 Chartered Accountants as Statutory Auditors of the company from the
 conclusion of the ensuing Annual General Meeting up to the conclusion
 of the next Annual General Meeting of the company.
 
 The Audit Committee and the Board recommend the appointment of M/s.
 Ford, Rhodes, Parks & Co., Chartered Accountants as Statutory Auditors
 of the company.
 
 In respect of the observations made by Auditors in their report, your
 Directors wish to state that the respective notes to the Accounts are
 self explanatory and therefore do not call for any further comments.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 (i) that in the preparation of the annual accounts, for the financial
 year ended March 31, 2012, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 (ii) that 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 as at March 31, 2012 and of the profit of the
 Company for the said period;
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2012 on a ‘going concern'' basis.
 
 The above statements have been reviewed by the Audit Committee at its
 meeting held on 21st May, 2012.
 
 SIGNIFICANT DEVELOPMENTS DURING THE YEAR
 
 (a) As a part of the restructuring exercise of the Company as being
 advised by KPMG inorder to consolidate and realign the Branded
 Jewellery business, the Company has transferred its entire stake of
 following Subsidiaries to Gitanjali Brands Limited another Subsidiary
 of the Company:
 
 1.  Gili India Limited
 
 2.  Brightest Circle Jewellery Limited
 
 3.  D''Damas Jewellery (India) Private Limited
 
 4.  Asmi Jewellery India Limited
 
 5.  Spectrum Jewellery Limited
 
 6.  Shubalavnyaa Jewel Crafts Private Limited
 
 (b) During the year, the Company through its Hong Kong based wholly
 owned subsidiary Aston Luxury Group Limited has incorporated a wholly
 owned subsidiary (WOS) In the name of Leading Singapore Jewels Pte.
 Ltd in Singapore with a view to expand it''s business in Singapore and
 the Far Eastern regions.
 
 (c) During the year, as a part of an ongoing exercise of re- aligning
 and restructuring of the International business of the Company, the
 Company has transferred it''s stake In ''Leading Italian Jewels S.R.L.''
 to ''Aston Luxury Group Limited'', a Hong Kong based wholly owned
 subsidiary of the Company. Further Giantti Italia S.r.l, a Milan based
 subsidiary of the Company has merged with Leading Italian Jewels S.r.l.
 
 (d) During the year, Aston Luxury Group Limited , a wholly owned
 subsidiary of the Company has acquired entire stake in Crown Aim
 Limited. It is a Hong Kong based company engaged in the business of
 distribution of Jewellery to china, Japan, USA, middle east and Europe.
 
 In Addition, Crown Aim has a Jewellery manufacturing unit in China and
 plans to setup retailing of Jewellery in China. With the above
 acquisition company has acquired control over its subsidiaries which
 are engaged in the business of distribution of Jewellery in UK.
 
 (e) During the year, Aston Luxury Group Limited , a wholly owned
 subsidiary of the Company has acquired entire stake in
 
 Leading Jewels of Japan KK with a view to expand its business in Japan
 and the adjoining region.
 
 The main activity of Leading Jewels of Japan KK is Production, sales,
 purchase, import, and export of diamonds, precious stones, jewels and
 jewellery.
 
 RECENT DEVELOPMENTS
 
 (a) The Company issued 943396 warrants convertible into equal number of
 Equity Shares on Preferential Basis at a price of Rs. 424/- per Warrant
 to Bennett Coleman and Company Limited (BCCL). Pursuant to notice
 received from BCCL for conversion of Warrants Company allotted 943396
 equity shares of Rs. 10 each on 4th August, 2012.
 
 (b) The Board of Directors of the Company at their meeting held on 11th
 August, 2012 decided to issue 1 (one) Zero Percent Fully Convertible
 Debenture (FCD) having face value of Rs.  39,00,00,000/- (Rupees Thirty
 Nine Crores only) on preferential basis in accordance with the SEBI
 (Issue of Capital and Disclosure Requirements) Regulations, 2009 as
 amended from time to time to D. B. Corp Limited which is subject to
 approval of shareholders in ensuing Annual General Meeting.
 
 All the corporate benefits in terms of securities, accruing to on these
 unclaimed shares shall be credited to such account.  Voting rights on
 these shares shall remain frozen till the rightful owner of such shares
 claims the shares.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report of financial condition
 and results of operations of the Company for the year under review as
 required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, is given as a separate statement forming part of this Annual
 Report.
 
 OUTLOOK FOR 2012-13
 
 Currently, India is the world''s leading diamond cutting and polishing
 country and also the largest consumer of polished diamonds after the US
 and Japan. Urbanization and a rapidly expanding middle class have
 helped trigger Indian consumerism especially in the gems and jewellery
 sector.
 
 Overall the year 2012-13 will be a year where Gitanjali plans to
 increase the number of owned stores and franchisees in India and
 overseas. All the Company''s stores will be on revenue sharing models
 whereby the rentals and the capital expenditure will be borne by the
 developer/owner. The Company will have a variable outflow of revenue
 share against its investment in capex and monthly rentals. Besides, the
 company''s core focus is to expand through the franchising route and to
 open some flagship stores and attract franchisees.
 
 The growth potential of the Indian business and profit unlocking from
 the brands converting into retail chains have a huge upside in the
 valuation of the company. The existing shareholders will also benefit
 from the business restructuring undertaken by the company under the
 advice of KPMG, as the exercise has significant value unlocking
 potential for the shareholders.
 
 The company would continuously strive to gain by capitalizing on the
 business model and the Indian demand for diamond jewellery and share
 the resultant benefits with its stakeholders.
 
 AWARDS AND RECOGNITIONS
 
 9 The Company has won the Blue Dart Global CSR Award for
 
 ‘Best Corporate Social Responsibility Practice Overall'' at a glittering
 ceremony on 18th February 2012. The Hon''ble Union Minister of Corporate
 Affairs, Dr. M. Veerappa Moily presented the global CSR award.
 
 0 The Company has won ''Category Leader - Luxury eRetailer of the Year''
 and ''Special Award - Most Innovative eRetailer of the Year'' Awards at
 recently held Indian eRetail awards, 2012.
 
 These awards recognised the efforts of the Company in the creation of
 path breaking trends and unprecedented innovations in the online retail
 industry.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements set out
 by SEBI. The Company has also implemented several best corporate
 governance practices as prevalent globally. The Report on Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement forms
 part of the Annual Report. The requisite Certificate from the Auditors
 of the Company confirming compliance with the conditions of Corporate
 Governance as stipulated under the aforesaid Clause 49 is attached to
 this Report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Gitanjali Gems Limited spread its wings in the social sector under its
 CSR umbrella “ SAMBHAV”.
 
 The company continues to do its bit for the society in the field of
 health, education and empowerment through its programs SUJYOT,SAKSHAR
 AND SAKSHAM.
 
 The new addition to its CSR initiative is SUJYOT a medical van that
 runs in rural areas of Palanpur in Gujarat in collaboration with the
 Wockhardt foundation. More than 6000 people have been benefitted from
 the same.
 
 The company maintains a stern focus on its empowerment initiative
 Saksham where the strength of the specially disabled employees (PWD)
 has gradually increased from 118 in 2009 to 245 in 2012.Efforts were
 put in to design and conceptualize the Training Manual / handbook for
 Inclusion of Specially disabled.
 
 The CSR department also conducted various awareness seminars and first
 aid training along with social activities like blood donation camps,
 visit to the schools for underprivileged by its employees.
 
 The detailed CSR initiatives undertaken by the Company is also
 available on the Company''s website www.gitanjaligroup.com.
 
 INDUSTRIAL RELATIONS
 
 Employee relations continued to be cordial during the year.  The
 Company continued its thrust on Human Resource Development. The Board
 wishes to place on record its sincere appreciation to all the employees
 of the Company for their sustained efforts and immense contribution to
 the high level of performance and growth of the business during the
 year.
 
 PARTICULARS OF EMPLOYEES
 
 The Board of Directors wishes to express its appreciation to all
 employees for their outstanding contribution to the operations of the
 Company during the year.
 
 During the year under review there were no employees drawing
 remuneration covered under the Sub-Section (2A) of Section 217 of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended. Hence no particulars in this regard are
 furnished in the report.
 
 INFORMATION UNDER SECTION 217(1)(e) OF COMPANIES ACT, 1956 READ WITH
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
 DIRECTORS) RULES 1988:
 
 A. CONSERVATION OF ENERGY
 
 The Disclosure of particulars with respect to conservation of energy
 pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 are not applicable to the Company. However, the
 Company makes its best efforts for conservation of energy.
 
 B. TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION
 
 The Company has not carried out any specific research and development
 activities. The Company uses indigenous technology for its operations.
 Accordingly, the information related to technology absorption,
 adaptation and innovation is reported to be NIL.
 
 ACKNOWLEDGEMENT
 
 We thank our customers, vendors, investors and bankers for their
 continued support during the year. We place on record our appreciation
 of the contribution made by the employees at all levels. Our consistent
 growth was made possible by their hard work, solidarity, co-operation,
 and support.
 
 We thank the Governments of various countries where we have operations.
 We also thank the Government of India, Ministry of Commerce & Industry,
 Ministry of Corporate Affairs, Ministry of Finance, Department of
 Economic affairs, Customs & Excise Departments, Income Tax Department,
 Reserve Bank of India, BSE, NSE, NSDL, CDSL and various bankers,
 various State Governments and other Government Agencies for their
 support, and look forward to their continued support in the future.
 
                                  On behalf of the Board of Directors
 
 Place : Mumbai                                       Mehul C. Choksi
 
 Date : August 11, 2012                  Chairman & Managing Director