Koura Fine Diamond Jewelry Ltd Directors Report

To,

The Members,

Your directors are pleased to present the Boards Report for year ended as on 31st March, 2025.

1. FINANCIAL REVIEW:

In INR Lakhs

	In INR Lakhs
Particulars	31/03/2025	31/03/2024
Revenue from Operation	4196.05	3702.05
Other Income	52.64	0.23
Total Revenue	4248.69	3702.28
Depreciation	12.07	2.35
Total Expenses	4225.44	3651.76
Profit / (Loss) before tax	23.25	50.51
Tax Expense	6.01	12.90
Profit / (Loss) after Tax	17.24	37.61

2. PERFORMANCE REVIEW:

During the financial year 2024-25 the revenue from operation stood at Rs. 4196.05 Lakhs as compare to Rs. 3702.05 Lakhs during the previous financial year 2023-24. The other income of the Company stood at Rs. 52.64 Lakhs in the financial year 2024-25 as compared to Rs. 0.23 Lakhs in previous financial year 2023-24.

Further, during the financial year 2024-25, the total expenses have increase to Rs. 4225.44 lakhs from Rs. 3651.76 lakhs in the previous financial year 2023-24. The Net Profit for the financial year 2024-25, stood at Rs. 17.24 Lakhs in comparison to profit of Rs. 37.61 Lakhs in previous year 2023-24.

3. COMPANYS AFFAIRS:

The company is engaged in the Business of manufacturing and designing of Gold & Diamond Jewellery.

4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:

During the year under review, the company do not propose to transfer any sum to reserve, except for profit or loss earned during the year, which has been transferred to surpluses account.

5. DIVIDEND:

In order to conserve profit for future contingencies, your directors do not recommend dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

As the company has not declared and paid any divided during the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

7. SHARE CAPITAL:

As on March 31, 2025, the Companys Authorised Share Capital stood at INR

4,00,00,000/- (Rupees Four Crore only), divided into 40,00,000 Equity Shares of INR 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company was INR 3,60,15,000/- (Rupees Three Crore Sixty Lakh Fifteen Thousand only), divided into 36,01,500 Equity Shares of INR 10/- each.

During the year under review, there was no change in the share capital of the Company.

8. DIRECTORS:

During the year following changes have been occurred in the composition of Board;

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Ms. Charmi Kamlesh Lodhiya, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, had offered herself for re-appointment. The Board recommends her appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

As on March 31, 2025 the Board of Director was composed of 5 (five) directors.

9. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

10. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Krunal Soni resigned from the position of Chief Financial Officer (CFO) of the Company with effect from July 3, 2024. The Board places on record its appreciation for the valuable contribution and services rendered by him during his tenure.

Consequent to his resignation, the Board of Directors appointed Ms. Charmi Kamlesh Lodhiya as the Chief Financial Officer (CFO) of the Company with effect from July 3, 2024.

11. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company, during the period under review.

12. MEETINGS OF BOARD AND COMMITTEES:

During the year 9 (nine) Board Meetings were held by the Board of Directors of the Company. Dates of Board meeting are as under;

Sr. No.	Dates	Sr. No.	Dates
1	16/04/2024	7	16/12/2024
2	23/05/2024	8	21/12/2024
3	17/06/2024	9	06/03/2025
4	03/07/2024
5	24/08/2024
6	14/11/2024

13. DEPOSITS:

The Company has not invited or accepted deposit from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Also, the company is not made any default in repayment of deposits or payment of interest thereon, as no deposit has been invited or accepted by the Company during the year. There are no such deposits which are not in compliance with the requirements of Chapter V of the Act.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments, if any made by the Company pursuant to section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an

Arms Length basis and in the Ordinary Course of Business. No material significant

Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

17. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Bimal Shah Associates, Chartered Accountants (Firm Registration No. 101505W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a consecutive term of five years, to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2031-32.

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 Company has appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS 1 i.e. Secretarial Standard on meetings of Board of Directors and SS 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2024 25 is annexed herewith as "Annexure B".

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:

Sr. No. Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements Reply
1. During the period under review, it was observed that the Company had filed the Statement of Investor Complaints under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 30th June, 2024 with a delay of 2 days. Consequently, BSE Limited imposed a penalty of 2,000/- for the said delay, which the Company has duly paid.	Due to an inadvertent oversight during the period end, the filing was delayed. We will continue to monitor the strengthened controls to prevent recurrence.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Munir Shah & Associates as the Internal Auditor of the Company for the financial year 2024 25.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

18. AUDITORS REPORT:

There are no adverse remarks or comments or reservation of opinion by the auditor in its audit report.

19. DETAILS OF FRAUDS REPORT BY THE AUDITOR:

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

20. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL

DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

Composition

Sr. No. Name of the Member	Designation
1. Karan Kothari	Chairperson
2. Sona Bachani	Member
3. Kamlesh Lodhiya	Member

The Audit Committee met 7 times during the year and gap between two meetings did not exceed four months. The dates on which Audit Committee Meetings were held were 16th April, 2024, 23rd May, 2024, 17th June, 2024, 3rd July, 2024, 14th November, 2024, 21st December, 2024 and 6th March, 2025. Necessary quorum was present at above Meetings.

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition
Sr. No. Name of the Member	Designation
1. Karan Kothari	Chairperson
2. Sona Bachani	Member
3. Pratibha Lodhiya	Member

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders relationship committee as per the provisions of Section

178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Sr. No. Name of the Member	Designation
1. Sona Bachani	Chairperson
2. Kamlesh Lodhiya	Member
3. Charmi Lodhiya	Member

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company during the year under review.

22. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company had not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

23. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Company, joint venture & associate companies during the year.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.

25. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".

26. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are tabled below:

tabled below:
Conservation of Energy:
The steps taken or impact on conservation of energy	The Company is taking due care for using electricity. The Company usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
The steps taken by the company for utilizing alternate sources of energy The capital investment on energy conservation equipments
Technology Absorption:
The efforts made towards technology absorption	NIL
The benefits derived like product improvement, cost reduction, product development or import substitution	NIL
In case of imported technology (imported during the last three years reckoned from the beginning of the financial years)
(a) The details of technology imported
(b) The year of import	NIL
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
The expenditure incurred on Research and Development	NIL

Foreign Earnings and Outgo:

During the year, the Company has made following Foreign Exchange Earning and Outgo: Foreign Earnings: Nil Foreign Outflow: Nil

27. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made thereunder, the Company has formed an Internal Complaint Committee.

During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31st March, 2025.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE

COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since, the Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibilities) Rules, 2014; the Company has not formed the Corporate Social Responsibility (CSR) Policy and the CSR Committee. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Considering the present condition of the company the company has yet to formulate the risk management policy, however the board is being regularly provided with information which may have potential threat of risk as and when required. However, the company shall formulate suitable Risk Management Policy in due course.

30. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

As such the company does not fall under the category of Listed Company or other specified public company, the requirement for the Internal Control System & its Adequacy is not required. However, the Board of Directors of the Company has formed the internal financial controls commensurate with the size of the Business.

31. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no material orders passed by the regulators or courts or tribunals impacting the going concern status of the companys operations in future.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management

Discussion and Analysis Report are annexed as "Annexure C".

33. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. Corporate Governance is not applicable to the company under regulation 15(2) of SEBI (LODR) Regulations, 2015 since the company is listed on BSE SME platform.

34. SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly followed by the company.

35. THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 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 www. kouradiamondjewelry.com

36. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That 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 March 31, 2025 and the profit and loss of the company for that period; c) That 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) That the preparation of the annual accounts is on a "going concern" basis; e) Proper internal financial controls are laid down and are adequate and operating effectively.

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

37. DIRECTORS DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE

AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such incidence took place during the year.

40. LISTING

The Equity Shares of the Company are listed on BSE Limited (SME Board) from March 14, 2023 onwards. The company has paid listing fees to the Stock Exchange for the applicable year. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

41. GENERAL:

a) Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors.

42. APPRECIATION

The Company places on record its deep appreciation for all those who are associated with the Company and have continued their support towards the growth and stability of the Company.

Kamlesh Lodhiya	Charmi Kamlesh
	Lodhiya
Managing Director	Whole Time Director
	& CFO
DIN: 09547591	DIN: 09547589
Date: 03/09/2025
Place: Ahmedabad