Gautam Gems Ltd Directors Report

To,

The Members of Gautam Gems Limited,

The Directors are pleased to present their report along with the audited financial statements of Gautam Gems Limited for the financial year ended March 31, 2025.

This report outlines the business performance and operational highlights of the Company for the year under review, along with a summary of the financial results.

1. FINANCIAL RESULTS

The audited financial statements of the Company for the year ended March 31, 2025, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of the Companies Act, 2013. A summary of the key financial highlights is presented below:

(Rs. In Lakhs)

Particulars	FY 2024-25	FY 2023—24
Revenue from operations	7,834.01	10,134.08
Other income	16.49	24.44
Total revenue	7,850.50	10,158.52
Total expenditure before finance cost and depreciation	7,768.16	10,061.98
Profit before finance cost, depreciation, exceptional items and tax	82.34	96.54
Less: Finance costs	33.32	34.77
Profit before depreciation, exceptional items and tax	49.02	61.77
Less: Depreciation and amortisation expenses	6.69	9.51
Profit before exceptional items and tax	42.33	52.26
Add/(Less): Exceptional items	-	-
Profit before tax	42.33 ^	52.26
Less: Tax expense - Current	9.00	9.00
Less: Tax expense - Deferred	4.91	5.00
(A) Profit after tax	28.42	38.26
(B) Total other comprehensive income	-	-
(C) Total comprehensive income for the period [A + B]	28.42	38.26

Performance Highlights

The financial year 2024-25 marked a challenging but strategically steady period for Gautam Gems. The Company delivered a profitable performance despite a contraction in revenue and continued cost pressures within the diamond and gemstone industry.

Revenue Performance

Total revenue for the year stood at Rs.7,850.50 lakhs as against Rs.10,158.52 lakhs in FY 202324, registering a decline. This drop was primarily attributable to lower sales volumes due to subdued demand and currency volatility. The Revenue from Operations itself declined from U0,134.08 lakhs to Rs.7,834.01 lakhs. "

Cost Efficiency and Operating Margins

The Company focused on controlling its operating costs. The total expenditure before finance cost and depreciation

2024-25, reflecting a 22.8% reduction. This decline is in line with the revenue drop, indicating cost efficiency was maintained proportionally.

• Operating Profit declined marginally by 14.7%, from Rs.96.54 lakhs to Rs.82.34 lakhs.

• The Operating Margin improved to 1.05% of total revenue in FY 2024-25, up from 0.95% in FY 2023—24, reflecting better inventory and procurement management.

Finance Costs and Depreciation

Finance costs remained consistent at Rs.33.32 lakhs (Rs.34.77 lakhs in Preceding year), showing controlled debt levels and efficient working capital deployment. Depreciation and amortization decreased by 29.7%,

Profitability and Taxation

• Profit before Tax (PBT) 24.

• Tax expenses (current and deferred) totaled ^13.91 lakhs in FY 2024-25, compared to Rs.14.00 lakhs in the previous year, aligned with the decline in taxable income.

• Net Profit (PAT) .

Despite the drop, the Net Profit Margin remained relatively stable at 0.36% (0.38% in FY 2023-24), demonstrating that the core business continues to be viable and efficiently run, even in a low-revenue year.

Earnings Per Share (EPS)

The EPS (Basic and Diluted) stood at Rs.0.07, down from Rs.0.09 in FY 2023-24, reflecting the drop in net earnings.

Key Observations

• The Company managed to reduce costs almost in proportion to revenue, helping protect operating margins.

• Inventory efficiency (as seen in the positive inventory change of Rs.203.61 lakhs) contributed significantly to maintaining cash flows and cost of goods sold.

• The absence of any exceptional or extraordinary items indicates a stable, recurring business model with no one-off gains or losses.

While the revenue decline reflected broader industry and macroeconomic headwinds, Gautam Gems succeeded in preserving profitability through stringent cost control and operational

agility. With a strong capital structure, no exceptional liabilities, and prudent financial management, the Company is positioned to respond effectively as market conditions improve.

2. DIVIDEND

After careful consideration of the Companys financial requirements to support its future growth plans, strengthen its economic foundation, and ensure the creation of long-term value for its investors, the Board of Directors has determined that it is in the best interest of the Company to retain earnings. As such, the Board has decided not to recommend the declaration of any dividend for the financial year ended 31st March 2025, prioritizing the allocation of resources for strategic development and sustainable growth.

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

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refun

relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

However, during the period under review, the Company did not have any unpaid or unclaimed dividend; hence, no amount was required to be transferred to the IEPF.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 and applicable accounting standards, the Board of Directors has resolved to retain the entire profit for the financial year 2024-25 in retained earnings. No appropriation has been made to any specific reserve during the year under review.

5. CHANGE IN THE NATURE OF BUSINESS

The Company has continued to operate in the same line of business during the financial year under review. There has been no change in the nature of its business activities.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Companys Board has total 5 (Five) members comprising of Two Executive Director including one Women Director and three Independent Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys business

for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the financial year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Re-appointment of Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 2nd May 2024, approved the re-appointment of Mr. Gautam Pravinchandra Sheth (DIN: 06748854) as Managing Director of the Company for a period of five consecutive years. The said re-appointment was subsequently approved by the shareholders at the Extraordinary General Meeting held on 25th May 2024.

Re-appointment of Whole- Time Director

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in its meeting held on 2nd May 2024, resolved to continue the engagement of Mrs. Nidhi Gautam Sheth (DIN: 06748877) as a Whole-Time Director for a further period of five consecutive years. This decision received the consent of the shareholders through a resolution passed at the Extraordinary General Meeting held on 25th May 2024.

Re- appointment of Independent Directors

Mr. Pravin Manilal Parekh (DIN: 07919428) was nominated by the Nomination and Remuneration Committee for continuation as an Independent Director. The Members, in its meeting held on 25^th May 2024, endorsed his appointment for a term of three consecutive years, up to 24th August 2027.

Mr. Harshit Hasmukhbhai Vadecha (DIN: 08463595) was recommended for an additional tenure as an Independent Director by the Nomination and Remuneration Committee. Acting on this recommendation, the Members in their Extraordinary General Meeting in their Meeting held on 25^th May, 2024 granted their approval to appoint for a period of five consecutive years, commencing from 25th May 2024.

During the Year under Review, the Board had, based on the recommendation of the

-appointed Mr. Pakash Nanalal Mehta (DIN: 07919440), as an Independent Director of the Company for a term of three consecutive years, which was subsequently approved by the members of the Company, in their Extra Ordinary Meeting held on 25th May 2024 Subsequently, Mr. Mehta tendered his resignation with effect from 24th September 2024, owing to other professional commitments. The Board

acknowledges and places on record its sincere appreciation for the valuable contributions made by him during his tenure

Re-appointment - retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company, Mr. Gautam Pravinchandra Sheth (DIN: 6748854) is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for reappointment.

A resolution seeking approval of the members for his re-appointment along with the disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2) are given in to Notice of AGM, forming part of the Annual Report.

Resignation of Executive Director

During the financial year under review, Kanchanben Pravinbhai Sheth (DIN: 06748900), Executive Director of the Company resigned from the Board of Directors of the Company with effect from 24th September 2024 due to unavoidable circumstances. The Board places on record her appreciation for the valuable contributions made by Mrs. Sheth during his tenure as a Director of the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following individuals hold the position of Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025:

Sr. No Name of KMP	Position
1 Mr. Gautam Pravinchandra Sheth	Managing Director#
2 Mr. Dishant Daxeshbhai Jagad	Chief Financial Officer
3 Ms. Krina Thakkar	Company Secretary and Compliance Officer*

#Re- Appointed w.e.f 24^th May, 2024

*During the financial year under review, Mr. Anil Modhavadiya tendered his resignation from the position of Company Secretary and Compliance Officer, which became effective on 14th August 2024. The Board places on record his sincere appreciation for his services and contributions to the Company. Subsequently, Ms. Krina Thakkar was appointed as the Company Secretary and Compliance Officer with effect from 28th November 2024.

Except for the aforementioned appointments and resignations, there were no further changes in the Key Managerial Personnel during the financial year under review.

Declaration from Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, as required under Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or is reasonably anticipated, that could impair or impact their ability to discharge their duties independently and objectively, without any external influence.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, expertise, and experience required to effectively discharge their duties and responsibilities. The Board further affirms that all Independent Directors fulfil the conditions specified under the Companies Act, 2013, applicable SEBI regulations, and are independent of the management.

7. NUMBER OF BOARD MEETINGS

To ensure sound governance and effective oversight, the Board of Directors met 10 (Ten) times during the financial year under Review. All meetings were held in compliance with the statutory gap of not more than 120 days between two Meetings, as required under applicable laws. Further disclosures on meeting dates and participation by Directors are included in the Corporate Governance Report attached to this Annual Report.

8. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted various Committees to facilitate focused oversight of key functions and to ensure effective governance in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Committees are generally scheduled on the same day as the Board meetings or as and when deemed necessary. The composition of the Committees, terms of reference, number of meetings held during the year under review, and attendance of the Members are disclosed in detail in the Corporate Governance Report, which forms an integral part of this Annual Report for the financial year 2024-25.

As on March 31, 2025, the Board has constituted the following statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

All recommendations made by the Audit Committee during the financial year were accepted by the Board without any modifications.

9. INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors of the Company was held on November 28, 2024, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting was conducted without the presence of Non-Independent Directors, members of the management. During the meeting, the Independent Directors reviewed the performance of the Board as a whole, its Committees and the Non-Independent Directors. They also evaluated the performance of the Chairperson, in his absence, based on the views and feedback received from the Executive and Non-Executive Directors. Further, the Independent Directors assessed the adequacy, timeliness, and quality of the flow of information between the management and the Board, which is essential for effective decision-making and governance.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Company has implemented a structured Familiarisation Programme for its Directors, including Independent Directors.

The programme is designed to provide comprehensive insights into the Companys operations, business model, industry landscape, regulatory environment and the roles and responsibilities of Directors. It aims to facilitate active and informed participation in Board discussions and decision-making processes.

The Familiarisation Programme includes:

• Induction sessions for newly appointed Directors covering key aspects of the Company such as business operations, group structure, Board constitution and governance framework.

• Regular updates during Board and Committee meetings on important developments including changes in the regulatory landscape, macroeconomic trends, corporate governance practices and risk management initiatives.

• Access to key documents and policies, including the Code of Conduct, internal governance policies, and statutory guidelines to ensure clarity on the duties and responsibilities of Directors.

The Company believes that regular familiarisation and ongoing engagement enable Directors to effectively discharge their responsibilities and contribute towards the Companys long-term success and stakeholder value creation.

Details of the Familiarisation Programme for Independent Directors are available on the Companys website under the ‘Investor section at Codes, Policies & Others.

In the opinion of the Board, the Independent Directors of the Company possess the necessary integrity, expertise, and experience relevant to the business and industry in which the Company operates.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual evaluation of its own performance, that of its Committees and individual Directors, including the Chairperson. The evaluation process was conducted through a structured framework, taking into account various aspects such as the composition and structure of the Board and its Committees, effectiveness of the Board processes, the level of engagement and participation of Directors, quality and timeliness of information shared with the Board, and overall governance practices.

Inputs were obtained from all Directors through individual feedback and one-on-one interactions. The Chairperson of the Board held separate discussions with the Independent Directors, while the Chairperson of the Nomination and Remuneration Committee engaged individually with Executive and Non-Executive, Non-Independent Directors to gather insights on Board dynamics and functioning. The Independent Directors also convened separately to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson, in his absence, based on feedback received from other Directors.

Further, the performance of individual Directors was reviewed by the Board and the Nomination and Remuneration Committee based on defined parameters, including preparedness for meetings, meaningful participation, independent judgment, and overall contribution to Board and Committee deliberations. The evaluation results and recommendations were deliberated upon at the meetings of the Independent Directors, the Nomination and Remuneration Committee, and the Board all held on November 28, 2024. The Board noted a high level of commitment and effectiveness in its functioning and that of its Committees and Directors. Constructive suggestions emerging from the process were considered for enhancing the overall effectiveness of the Board and its governance framework. A detailed note on the performance evaluation process is provided in the Corporate Governance Report forming part of this Annual Report.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established appropriate systems and procedures to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and have been operating effectively during the financial year under review.

13. T, REMUNERATION AND DISCHARGE OF DUTIES

The Nomination and Remuneration Committee (NRC) of the Company is responsible for identifying and recommending individuals suitable for appointment to the Board, in alignment with the Companys strategic objectives and the need to enhance the overall effectiveness and diversity of the Board.

The Company maintains a well-balanced composition of the Board, comprising Executive and Non-Executive Independent Directors, thereby ensuring independence and a clear separation between oversight and management functions. As on March 31, 2025, the Board consists of five Directors, including two Executive Directors (one of whom is a Woman Director) and three Independent Directors.

The Nomination Policy, framed in accordance with Section 178(3) of the Companies Act, 2013, outlines the criteria for appointment, including qualifications, positive attributes, and independence of Directors. The policy ensures that the Board comprises individuals with integrity, experience, and the necessary skills to provide effective leadership and sound governance.

Based on the recommendations of the NRC, the Board has adopted a Remuneration Policy applicable to Directors, Key Managerial Personnel (KMPs), and Senior Management. The policy aims to:

• Provide a level and composition of remuneration that is competitive, reasonable, and sufficient to attract and retain competent individuals;

• Establish a clear relationship between remuneration and performance, aligned with appropriate benchmarks;

• Maintain a suitable balance between fixed and variable pay, reflecting short-, medium- ,and long-

The Company affirms that the remuneration paid during the year to its Directors, KMPs, and other employees is in accordance with the provisions of the approved Remuneration Policy.

The detailed Nomination and Remuneration Policy can be accessed under the "Codes, Policies & Others" section in the "Investor" tab on the Companys website at:

www.gautamgems.com

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

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

(b) They 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;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual Financial Statements have been prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the prescribed Form DIR-8, confirming that none of them are disqualified to act as Directors under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board hereby confirms that, based on these declarations, none of the Directors are disqualified from holding their office as per the applicable provisions of the Act.

16. INTERNAL FINANCIAL CONTROLS

The Board of Directors affirms that the Company has laid down internal financial controls in accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013. These controls are adequate and commensurate with the size, nature, and complexity of the Companys operations. The Company has implemented a well-defined organizational structure and robust internal control systems to ensure the orderly and efficient conduct of its business, adherence to applicable laws and regulations, safeguarding of assets, prevention and detection of frauds and errors and the accuracy and completeness of accounting records and financial reporting.

The internal financial controls are regularly reviewed and strengthened as necessary and are supplemented by periodic internal audits. These audits provide assurance on the effectiveness of internal controls and help ensure that the financial reporting process is reliable and compliant

with applicable standards. The Board believes that these systems are operating effectively and provide a sound framework for financial management and governance.

17. CORPORATE GOVERNANCE

Your Companys philosophy on Corporate Governance is founded on principles of

transparency, integrity, fairness, accountability and adherence to ethical business practices. The Company is committed to maintaining the highest standards of governance with the objective of delivering long-term sustainable value to shareholders and fostering trust among all stakeholders.

In pursuit of professional excellence and responsible corporate conduct, your Company ensures full compliance with applicable Corporate Governance norms and has institutionalized practices that promote effective oversight, prudent management and optimal utilization of resources. The Company believes that robust governance not only enhances stakeholder confidence but also supports the growth and sustainability of the enterprise.

A detailed report on Corporate Governance forms part of this Annual Report and includes a certificate from the Practicing Company Secretary confirming compliance with the Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, a certificate from the Chief Executive Officer and Chief Financial Officer, affirming the accuracy of the financial statements and cash flow statements, adequacy of internal controls, and proper disclosure to the Audit Committee, is also included.

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return of the Company as on March 31, 2025, prepared in accordance with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, has been made available on the Companys website. It can be accessed here or by visiting the ‘Investors section at www.gautamgems.com

19. AUDITORS

STATUTORY AUDITORS AND AUDITORS REPORT

Statutory Auditors

During the financial year under review, M/s. Rajesh J. Shah & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 11th Annual General Meeting held on September 30, 2024, in accordance with the provisions of the Companies Act, 2013.

However, due to pre-occupations, M/s. Rajesh J. Shah & Associates tendered their resignation, resulting in a casual vacancy in the office of Statutory Auditors with effect from November 16, 2024. In accordance with the provisions of Section 139(8) of the Companies Act, 2013, and other applicable rules, the Board of Directors, at its meeting held on December 11, 2024, appointed M/s. AKGVG & Associates, Chartered Accountants (Firm Registration No. 018598N), to fill the said vacancy for the financial year 2024-25. The appointment was subsequently approved by the Members through a postal ballot process concluded on February 13, 2025. Accordingly, M/s. AKGVG & Associates shall hold office until the conclusion of the ensuing Annual General Meeting.

As the term of the current Statutory Auditors concludes at the forthcoming Annual General Meeting, the Board of Directors, upon the recommendation of the Audit Committee, has proposed the appointment of M/s. Shah Karia & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a period of five consecutive years, to hold office from the conclusion of the 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received a consent letter and a certificate of eligibility from M/s. Shah Karia & Associates in accordance with Sections 139, 141, and other applicable provisions of the Companies Act, 2013, and the rules framed thereunder, confirming their eligibility for the proposed appointment.

Statutory Auditors Report

The financial statements of the Company for the year ended March 31, 2025, have been audited by M/s. AKGV G & Associates, Chartered Accountants (Firm Registration No. 018598N), who were appointed as Statutory Auditors to fill a casual vacancy during the year.

The Statutory Auditors Report, which forms part of this Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The Board has reviewed the Report and confirms that it is self-explanatory and does not require any further explanation or comments under Section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORTS:

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is required to appoint a Secretarial Auditor for a term not exceeding five consecutive financial years commencing from the financial year 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. Neelam Somani & Associates, Practicing Company Secretaries (Mem. No. ? 10993, COP No. - 12454), as the Secretarial Auditors of the Company for a period of five consecutive years, to hold office from the conclusion of this Annual General Meeting Until the conclusion of the 12^th Annual General Meeting of the Company to be held in the year 2030, to undertake the secretarial audit of the Company for the financial years 2025-26 to 2029-30.

The Company has received the requisite consent letter and eligibility certificate from Mrs. Neelam Rathi from M/s. Neelam Somani & Associates, Practicing Company Secretaries (Mem. No. - 10993, COP No. - 12454), confirming that the proposed appointment complies with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and other statutory requirements. The firm has also confirmed that it is a peer-reviewed firm and is not disqualified from being appointed as Secretarial Auditors in terms of the applicable laws.

The proposal for appointment of Secretarial Auditors forms part of the Notice convening the ensuing Annual General Meeting and is placed before the Members for their approval.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Neelam Somani & Associates, Practicing Company Secretaries, Company Secretaries (Membership Number: 10993), as the Secretarial Auditors of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report issued by the Secretarial Auditors is annexed as "Annexure A" and forms an integral part of this Annual Report.

The Report contains following observations:

1. During the audit period M/s. Rajesh J Shah & Associates, Chartered Accountant, Ahmedabad, (FRN: 108407W) have resigned as the Statutory Auditor of the Company.

2. During the audit period, action has been taken against the company under the Standard Operating Procedure issued by SEBI.

Boards Comments on the Auditors Observations:

1. M/s Rajesh J Shah & Associates tendered their resignation due to pre-occupation. The Company, in compliance with applicable regulations, appointed M/s AKGVG & Associates, Chartered Accountants (ICAI Firm Registration No. 018598N) within the stipulated time. The appointment was subsequently approved by the members through a Postal Ballot.

2. The SOP fine was imposed under SEBI regulations due to delay in submission of Annual Secretarial Compliance Report and Mistake occurred while selecting the name of Director from Drop down. The Company has taken necessary corrective steps to ensure timely compliance going forward.

The Report does not contain any other qualification, reservation, adverse remark, or disclaimer. COST AUDIT

During the year under review, the provisions relating to the maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 were not applicable to the Company, as the Companys business activities are not covered under the specified sectors requiring such compliance.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed Mr. Dishant Daxeshbhai Jagad as the Internal Auditor of the Company for the financial years 2024-25 and 2025-26.

Mr. Jagad possesses over five years of expertise in accounting, taxation and compliance with applicable laws, which enables him to effectively carry out the internal audit functions in

"^nce and control framework.

The scope, periodicity, methodology and reporting structure of the internal audit are determined by the Audit Committee in consultation with the Internal Auditor to ensure robust internal controls and risk management.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, during the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed by the Companys officers or employees to the Audit Committee. Accordingly, no disclosure is required under Section 134(3) (ca) of the Companies Act, 2013.

10. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, all related party transactions entered into by the Company were in t

provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

These transactions were reviewed and approved by the Audit Committee, in line with the statutory requirements and the Companys governance framework. The Audit Committee

ensure that all related party transactions are conducted in a fair and transparent manner, safeguarding the interests of the Company and its stakeholders.

There were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or their relatives, or any other related parties, that may have a potential conflict with the interest of the Company at large. However, in compliance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of related party transactions are disclosed in Form AOC-2, annexed as "Annexure B" to this Report.

Further, as required under Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted half-yearly disclosures of related party transactions to the stock exchanges. The Companys Policy on Related Party Transactions is available on its website under the Investor Relations section - Codes, Policies and others.

21. 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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate companies during the financial year under review. Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding the preparation of consolidated financial statements and statement in Form AOC-1 do not apply.

However, during the financial year under review, the Board approved an Overseas Direct Investment (ODI) in AG Corporation Ltd, a company registered in the United Kingdom, with the intention of making it a Wholly Owned Subsidiary (WOS) of the Company. The remittance of the subscription amount (GBP 1,00,000) towards share capital is currently pending. Accordingly, AG Corporation Ltd is not yet recognized as a WOS under applicable Indian regulatory and accounting standards. The Company shall ensure compliance with the Companies Act, 2013, SEBI Listing Regulations, FEMA guidelines, and other applicable laws upon completion of the capital infusion.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Accounts) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2024-25. Consequently, there is no requirement to disclose any CSR activities for the year under review. The Company shall

comply with the applicable CSR provisions and disclose relevant information as and when the same become applicable.

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

In compliance with the provisions of Section 186 of the Companies Act, 2013, the Company hereby confirms that during the financial year 2024-25, it has not granted any loans or provided any guarantees. Further, the Companys investments made during the year are disclosed in Notes forming part of the financial statements.

25. PARTICULARS REGARDING EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the required disclosures, including the ratio of the remuneration of each Director to the median remuneration of the employees and other applicable details, is annexued as "Annexure C to this Report.

Further, during the financial year 2024-25, no employee of the Company was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the said Rules. Accordingly, the disclosure of particulars under Rule 5(2) is not applicable.

26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to the disclosures required under applicable laws, it is confirmed that during the year under review, no significant and material orders have been passed by any regulatory authority, tribunal or court which could potentially affect the business activities.

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

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant details pertaining to conservation of energy, technology absorption, foreign exchange earnings, and outgo are annexed to this report as "Annexure D".

28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Policy is aimed at fostering a safe, respectful and inclusive work environment that is free from any form of sexual harassment. It applies to all employees, contract workers and individuals engaged with the Company. The Policy outlines a structured framework for reporting, investigating and redressing complaints.

An Internal Complaints Committee (ICC) has been duly constituted to investigate and address complaints of sexual harassment, as per statutory requirements. The Company maintains a zero-tolerance approach toward sexual harassment at the workplace. The ICC also undertakes regular awareness and sensitization initiatives, including training programs, to educate employees about their rights and obligations under the POSH framework.

During the financial year 2024-25, no complaints of sexual harassment were reported or received.

29. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism, also known as the Whistle Blower Policy, in compliance with Section 177 of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws. This mechanism provides a secure and confidential channel for Directors, employees, vendors and other stakeholders to report genuine concerns regarding unethical conduct, fraud,sensitive information.

The policy strictly prohibits any form of retaliation or victimization against individuals who report concerns in good faith and ensures their protection. Whistleblowers have the right to direct access to the Chairperson of the Audit Committee when necessary.

During the financial year 2024-25, the Company did not receive any complaints under the Vigil Mechanism. The Audit Committee periodically reviews the effectiveness and functioning of this mechanism.

The Vigil Mechanism / Whistle Blower Policy is available on the Companys i.e. www.gautamgems.com.

30. RISK EVALUATION AND MANAGEMENT

The Company recognizes that risk is an inherent part of any business and is committed to managing it proactively and effectively. A structured and systematic risk management framework is in place to identify, assess, monitor and mitigate risks that could potentially impact the Companys objectives.

Risks arising from both internal and external environments are periodically assessed. Appropriate risk treatment plans are developed and integrated into the Companys strategic, business and operational planning processes. The objective is to ensure that the likelihood and impact of identified risks are maintained within acceptable levels as defined in consultation with the Board of Directors from time to time.

The Companys Risk Management Policy, formulated in alignment with its business strategy, lays down comprehensive procedures for risk identification, evaluation, review, and reporting. This policy enables the organization to maintain a balanced approach toward risk-taking and risk mitigation.

Key business risks and their potential impact on the Companys performance are detailed in the Management Discussion and Analysis Report, forming part of this Annual Report.

As the Company does not fall within the top 1000 listed entities based on market capitalization at the end of the previous financial year, the requirement for constitution of a Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Boards Report. It provides detailed insights into the Companys operational performance, industry structure, business outlook, opportunities and threats, internal control systems, and future strategies.

The Management Discussion and Analysis Report for the financial year ended March 31, 2025, is annexed to this Report as "Annexure E".

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review, the Company has neither made any application nor is any proceeding pending against it under the Insolvency and Bankruptcy Code, 2016.

33. DISCLOSURE ON VALUATION UNDER ONE-TIME SETTLEMENT:

The Company has not entered into any one-time settlement with banks or financial institutions during the year under review. Hence, the disclosure regarding the difference in valuation at the time of such settlement and at the time of availing the loan is not applicable.

34. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the financial year 2024-25, the Members of the Company, at the Annual General Meeting held on September 30, 2024, approved an increase in the Authorised Share Capital of

-Five Lakhs only), divided into - each, to

-Five Crore Thirty-Five Lakhs only), divided into 7,53,50,000 (Seven Crore Fifty- - each.

As on the date of this Report, the procedural formalities for giving effect to the said increase are in progress. There has been no change in the issued, subscribed and paid-up share capital of the Company during the year under review.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed companies based on market capitalization at the end of the preceding financial year are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

As the Company does not fall within the ambit of the top 1,000 listed entities as per the said regulation, the requirement to furnish a BRSR is not applicable for the financial year under review.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on April 5, 2025, approved a proposal to raise funds through a rights issue of equity shares, subject to necessary statutory and regulatory approvals.

However, as on the date of this report, the material terms and conditions of the rights issue, including the draft Letter of Offer, issue price, entitlement ratio, record date, and other related matters, are under consideration and have not yet been finalized or approved.

Except for the above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

37. POLICIES

The Company remains committed to upholding strong corporate governance and regulatory compliance. During the financial year under review, the Board of Directors reviewed and updated all applicable policies to align with recent amendments under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These updates were made to ensure that the Companys internal frameworks remain current,

effective and reflective of evolving statutory requirements and best industry practices.

The updated policies can be accessed under the "Codes, Policies & Others" section in the "Investor" tab on the Companys website at: www.gautamgems.com

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on April 5, 2025, approved a proposal to raise funds through a rights issue of equity shares, subject to necessary statutory and regulatory approvals.

However, as on the date of this report, the material terms and conditions of the rights issue, including the draft Letter of Offer, issue price, entitlement ratio, record date, and other related matters, are under consideration and have not yet been finalized or approved.

Except for the above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

39. CODE OF CONDUCT

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company.

40. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued support, confidence, and trust extended by the shareholders, customers, suppliers, business associates, financial institutions, and banks.

The Board also acknowledges the consistent guidance and cooperation received from regulatory authorities, including the Ministry of Corporate Affairs, SEBI, stock exchanges and other statutory bodies.

We place on record our deep appreciation for the dedication, commitment, and efforts of the Companys employees at all levels, who have contributed to the Companys sustained performance during the year.