Guru Krupa Gems & Jewellery Ltd Directors Report

To. The Members, GURU KRUPA GEMS AND JEWELLERY LIMITED

(Formerly known as bhakti gems and jewellery limited)

Your directors have pleasure in presenting their 16^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The Financial performance of the Company for the year ended 31^st March, 2026 is summarized as follows:

(In Rs. In Lakhs)

Particular	Year Ended On 31st March, 2026	Year Ended On 31 March, 2025
Revenue From Operations	2,698.11	11,298.13
Other Income	10.94	10.09
Total Revenue	2,709.06	11,308.22
Less: Expenditure	2,631.19	11,217.74
Profit/ (Loss) before exceptional items and tax	77.87	90.48
Add/(Less): Exceptional items	-	-
Profit before tax	77.87	90.48
Less: Current Tax	18.00	22.00
Less: Deferred Tax	3.28	0.61
Profit/(Loss) After Tax	56.59	67.86
Total comprehensive income for the period	56.59	67.86

2. FINANCIAL PERFORMANCE OVERVIEW

Your Company posted a Revenue from Operations of Rs. 2,698.11 lakhs in the financial year ended on 31^st March, 2026 as compared to Rs. 11,298.13/- in previous Financial Year 2024-25. Pro it after tax is Rs. 56.59 Lakhs in the financial year ended on 31^st March, 2026 as against Rs. 67.87 Lakhs in the previous year. Company is striving hard to achieve the better results and the assured progressive growth in future.

3. BUSINESS DESCRIPTION:

We are integrated Manufacturer and Wholesaler of branded Jewellery & Ornaments. Our portfolio of products includes gold jewellery with or without studded precious and semiprecious stones. Our Jewelleries and ornaments are designed keeping in mind the demand for the Traditional, Modern & Indo-Western jewellery & ornaments in India. With regional diversity of tastes and preferences, we have diverse portfolio of Ornaments and Jewellery to suit the taste and preferences of one & all. Our gold & traditional jewellery & ornaments are either made with kundan, gem stones, American diamonds etc or just plain gold.

4. SHARE CAPITAL

During the year under review, the authorized and paid-up share capital of the Company are as follows:

(A) AUTHORIZED CAPITAL:

As on 31^st March, 2026, Authorized Capital of the Company is Rs. 20,04,00,000/-. During the year under review, The Authorized Capital of the Company has been increased from Rs. 15,04,00,000/- divided into 1,50,40,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,04,00,000/- divided into 2,00,40,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each pursuant to postal Ballot vide Notice dated 05^th December, 2026.

(B) ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31^st March, 2026, the issued, subscribed and paid-up capital of the Company is Rs. 15,03,95,180/- divided into 1,50,39,518 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

There was no change in Issued, Subscribed and paid up share capital of the company during the financial year under review.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

No change of business occurs during year under review.

6. REGISTERED OFFICE:

The registered office of the company is situated at FF/02, 413/1 Kalp Bhakti House, Nr Narayan Society, B/h Axis Bank, C G Road, Ahmedabad Ashram Road P.O City Taluka Ahmedabad GJ 380009 India.

7. DIVIDEND

The Board of Directors of your company has not recommended any dividend for the financial year ended on 31^st March, 2026, with a view to conserve the profit of the company for investments in business operations.

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

Since there was no unpaid / unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 (“the Act”) does not apply to the Company.

9. 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 2025 26 in retained earnings. No appropriation has been made to any specific reserve during the year under review. The amount of Reserves, as on the financial year ended 31^st March, 2026 is Rs. 971.96 Lakhs.

10.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary or joint ventures or associate companies.

11.DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Nine members as on 31^st March 2026, two of whom are Promoters and Non-Independent Director and there are Four Independent Directors along with three Executive Directors.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial personnel of the company are mentioned below as on this Report:

Name of Directors/KMP	Designation
1 Mr. Akshay Sevantilal Mehta	Executive Director, Managing Director
2 Mrs. Varshaben Akshay Mehta	Non-Executive Non-Independent Director
3 Mr. Meet Prafulchandra Mehta	Whole Time Director, Executive Director
4 Mr. Prafulkumar Jayantilal Sheth	Non-Executive Independent Director
5 Mr. Jaimin Kanubhai Rami	Non-Executive Independent Director
6 Mr. Manishkumar Sevantilal Zaveri	Non-Executive Independent Director
8 *Mr. Manoharbhai Bharatbhai Chunara	Non-Executive - Independent Director
9 *Mr. Dhaval Dipakkumar Shah	Executive Director
10 **Mr. Saurabh Mahendra Shah	Executive Director
11 Mr. Shah Sanketbhai Rajeshkumar	Chief Financial Officer
12 ***Ms. Ayushi Sahu	Company Secretary
13 ***Barkha Chaturvedi	Company Secretary

* Mr. Dhaval Dipakkumar Shah (DIN: 11389375) and Mr. Manoharbhai Bharatbhai Chunara (DIN: 07280916) were appointed as Additional Directors in the categories of Executive Director and Independent Director, respectively, by the Board at its meeting held on 13^th November, 2025. Subsequently, the Members approved their respective appointments, Mr. Dhaval Dipakkumar Shah as Executive Director and Mr. Manoharbhai Bharatbhai Chunara as Independent Director through Postal Ballot, pursuant to the notice dated 5^th December, 2025

** Further, Mr. Saurabh Mahendra Shah (DIN: 10402359) was appointed as Executive Director with effect from 7^th January, 2026, pursuant to approval obtained through Postal Ballot vide notice dated 5^th December, 2025.

*** During the year under review, Ms. Ayushi Sahu resigned from the position of Compliance Officer and Company Secretary of the Company with effect from 30^th March, 2026 and Mrs. Barkha Chaturvedi was appointed as Company Secretary and Compliance officer w.e.f. 1^st September, 2026.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and 16(b) of the Listing Regulations from Independent Directors confirming that they are not disqualified for continuing as an Independent Director.

12.INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.bhaktijewellery.com.

13.RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013 Mr. Varshaben Akshaykumar Mehta (DIN: 02988112), Non-Executive - Non-Independent Director of the Company who is liable to retire by rotation, being eligible for reappointment, offers herself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

14.MEETINGS OF BOARD

During the Financial Year under review, the Board of Directors of the Company met Nine (9) times i.e. 28^th May. 2025, 14^th August, 2025, 05^th September, 2025, 13^th October, 2025, 13^th November, 2025, 21^st November, 2025, 05^th December, 2025, 12^th February, 2026 and 30^th March, 2026.

15.BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Various Committees.

16.DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

(c) The directors have taken proper and suf icient 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 directors had prepared the annual accounts ongoing concern basis; and

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions ofallapplicablelawsandthatsuchsystemswereadequateandoperatingeffectively.

17.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as required under the provisions of Section 134(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering nature of activities undertaken by the Company during the year under review.

Further during the year under review, the Company has neither earned nor used any foreign exchange. The details are annexed as ANNEXURE A with this report.

18.STATUTORY AUDITORS

The Board of Directors of the Company at its Board Meeting held on 13^th October, 2025 Proposed the appointment of M/s. Shah Karia & Associates, Chartered Accountants, [FRN: 131546W] as Statutory Auditors of the Company, for the financial year 2025-26, subject to the approval of shareholders. Subsequently, the Members of the Company, vide Postal Ballot Notice dated 5^th December, 2025, approved the appointment of M/s. Shah Karia & Associates, Chartered Accountants, [FRN: 131546W] as the Statutory Auditors of the Company for the Statutory audit of Financial Year 2025-26.

The Board in its Borad meeting dated 01.09.2026, further recommends the appointment of M/s. Shah Karia & Associates, Chartered Accountants, [FRN: 131546W] as the Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office from the conclusion of upcoming Annual General Meeting until the conclusion of the 21^st Annual General Meeting to be held in the year 2031, on such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, for the approval of the Members.

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Auditors Report

The Auditors Report for the year ended March 31, 2026 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

20. COST AUDITOR

The Company is not requiring to appoint the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

21. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2025-26 was undertaken by Neelam Rathi. (M/s.Neelam Somani & Associates), Practicing Company Secretary.

Further, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Madhav Upadhyay and Associates, Practicing Company Secretaries (Mem. No. A28110, COP No. 25760), 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 21^st Annual General Meeting of the Company to be held in the year 2031, to undertake the secretarial audit of the Company for the financial years 2026 27 to 2030 31.

The Company has received the requisite consent letter and eligibility certificate from M/s Madhav Upadhyay and Associates, Practicing Company Secretaries (Mem. No. A28110, COP No. 25760), 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

The Company has engaged the services of Neelam Rathi. (M/s. Neelam Somani & Associates) Practicing Company Secretary (CP No. 12454), and Secretarial Auditor of the Company for providing this certification. The Secretarial Audit Report is annexed herewith and forming part of annual report as ANNEXURE -B.

The Report contains following observations:

1. As on date of signing of this report, the Company is non-compliant under the Regulation6 (1A) of the SEBI (LODR) regulations, 2015.

Boards Comments on the Auditors Observations:

1. The Management had been making sincere efforts to identify and appoint a suitable candidate for the position of Company Secretary. Owing to the unavailability of a suitably qualified candidate, the appointment was delayed as on the date of issuance of the Secretarial Audit Report.

However, the Board of Directors, at its meeting held on 1st September, 2026, approved the appointment of Mrs. Barkha Chaturvedi as Company Secretary and Compliance Officer of the Company.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department also engages external audit firms, wherever deemed necessary.

The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with the operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy. The details of the Whistle Blower Policy is available on the website of the Company i.e.www.bhaktijewellery.com.

24. NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. The Nomination and Remuneration Policy is placed on the website of the Company https://www.bhaktijewellery.com/CodesPoliciesAndOthers

25. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

26. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the Company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

27. EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.bhaktijewellery.com.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, IF ANY

During the year under review, the name of the Company was changed from Bhakti Gems and Jewellery Limited to Guru Krupa Gems and Jewellery Limited, with consequential amendments made to the Memorandum and Articles of Association of the Company. The Company received final approval in this regard from BSE Limited vide its notice dated March 9, 2026.

Further, the Board of Directors, at its meeting held on 5^th December, 2025, considered and approved a proposal to raise funds through the issue of equity shares on a preferential basis. Subsequently, the Members of the Company, Through Postal Ballot approved the issue and allotment of 32,00,000 equity shares, for which in-principal approval was received from BSE Limited vide its notice dated June 1, 2026.

However, the Board of Directors, at its meeting held on June 16, 2026, resolved not to proceed with the proposed preferential issue, on account of delay in receipt of the In-Principle Approval from BSE Limited. Accordingly:

1. No shares have been issued or allotted pursuant to the proposed preferential issue.

2. There is no change in the issued, subscribed and paid-up equity share capital of the Company.

3. The paid-up equity share capital of the Company continues to remain at Rs.

15,04,00,000/- (Rupees Fifteen Crore Four Lakhs Only), divided into 1,50,40,000 equity shares of Rs. 10/- each.

4. The shareholding pattern of the Company remains unchanged.

Save as stated 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.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future. The company is doing reasonable growth and development.

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

The Company has adequate internal control systems in place. With a view to monitor the Companys performance as well as to make sure that internal checks and controls are operating properly, the company has appointed Mr. Muzaffarhusen Nazirhusen Shaikh as an Internal auditor in the board meeting held on 1^st September, 2026 for Financial Year 2026-27. The audit committee ensures that the internal control systems are adequate and working effectively.

31. 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.

32. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public during the year.

33. PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION 186

The details of loan granted and Investments made during the financial year under review are disclosed in Notes forming part of the financial statement, Further Company has not given any guarantees during the financial year under review.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, contracts or arrangements entered into with the Related Parties as defined under Section 188 of the Act were in ordinary course of business and on arms length basis. Details of transactions pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rule, 2014 are annexed as Form AOC-2 herewith as per “Annexure C”. However, there are no materially significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

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. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

37. LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. Further, the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

38. PARTICULARS REGARDING EMPLOYEES:

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

39. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently under way. Your Company trusts on the promotion of talent internally through job rotation and job enlargement.

40. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,2015, Report on Corporate Governance is applicable on the Company. The Company has obtained the required Certificate from Practicing Company Secretary.

In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on Corporate Governance for the year ended March 31, 2026 has been prepared and annexed as “Annexure D” to this Report. The Companys Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to the Corporate Governance Report.

41. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and design at employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as Required under Regulation 34 and Schedule V of the Listing Regulations, forms an integral part of this Report and provide Companys current working and future outlook. The Management Discussion and Analysis Report is annexed herewith as per “ANNEXURE E”.

43. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE F.

44. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

45. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

46. POLICY ON DIRECTORS APPOINTMENT, 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, 2026, the Board consists of 9 (Nine) Directors comprising of 5 (Five) Non-Executive Directors, 4 (Four) of which are being Independent Directors and 1(one) Non-Executive Non-Independent Director and 4 (Four) Executive Directors as on March 31, 2026. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

The Nomination Policy, framed in accordance with Section 178(3) of the Companies Act, 2013, outlines the criteria for appointment, including quali ications, 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 suf icient to attract and retain competent individuals;

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

Maintain a suitable balance between ixed and variable pay, re lecting short-, medium- , and long-term performance objectives in line with the Companys goals.

The Company af irms 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: https://www.bhaktijewellery.com/

47. 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 insight 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.

48. 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 https://www.bhaktijewellery.com/CodesPoliciesAndOthers

49. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year.

50. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

To foster a positive workplace environment free from harassment of any nature, the Company have framed Prevention of Sexual Harassment Policy through which they address complaints of sexual harassment at all workplaces of the Company. The policy assures discretion and guarantees non-retaliation to complainants. The Company follows a gender-neutral approach in handling complaints of sexual harassment and are compliant with the law of the land where they operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil Number of sexual harassment cases pending for a period exceeding ninety days- Nil

51. MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.

52. 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.

53. 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.

54. 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.

55. ACKNOWLEDGEMENTS

Your directors place on records the gratitude for the continuing support of Shareholders, Bankers, various government authorities, members and business associates for their continued support and valuable co-operation.

	BY ORDER OF THE BOARD OF DIRECTORS, GURU KRUPA GEMS AND JEWELLERY LIMITED
	(Formerly Known as Bhakti Gems and Jewellery Limited)
	Sd/-	Sd/-
	AKSHAY SEVANTILAL MEHTA	VARSHABEN AKSHAYKUMAR MEHTA
Place: Ahmedabad	DIN: 02986761	DIN: 02988112
Date: 1st September,2026	MANAGING DIRECTOR	DIRECTOR