Patdiam Jewellery Ltd Directors Report

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 26^th Annual Report together with the Audited Statement of Accounts of your Company Rs.PATDIAM JEWELLERY LIMITEDRs. for the year ended 31^st March, 2025.

FINANCIAL RESULTS (Amount in Lakhs)

Particular	For the F.Y. ended 31/03/2025	For the F.Y. ended 31/03/2024
Revenue& other Income	16,124.00	10650.95
Expenses	1,4503.29	9807.08
Net Profit/(loss) before Exceptional
	1620.70	843.87
/ Extra Ordinary Items/tax
Exceptional Items	-	-
Profit Before Tax	1620.70	843.87
Tax of Previous Year	7.70	4.01
Current Tax	436.00	229.30
Deferred Tax	(13.44)	(6.75)
Net Profit / (Loss) after tax	1190.45	617.31

COMPANYRs.S PERFORMANCE

During the year under review, the CompanyRs.s sales income increased to Rs. 16,124 Lakhs compared with Rs. 10,650.95 Lakhs in the previous year. Profit before tax increased to Rs. 1620.70 Lakhs compared with Rs 843.87 .Lakhs in the previous year. However, company has gained in the net profit of Rs. 1190.45 Lakhs.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARD:

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

TRANSFER TO RESERVES

The company except its surplus profit has not carried any amount to the reservesduring the year.

DIVIDEND

Your Directors do not recommend any dividend for the year as the profits earned need to be ploughed back into the operations of the company and will be used for working requirements of the Company.

DEPOSITS

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company for the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31^st March, 2025 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company had no subsidiaries, Joint Venture or Associate Company during the year under review.

SHARE CAPITAL

As on 31^st March, 2025, the issued, subscribed and paid up share capital of your Company stood at Rs. 4,31,70,000/- (Rupees Four Crores Thirty One Lacs Seventy Thousand Only), comprising 43,17,000 (Forty Three Lacs Seventeen Thousand) Equity shares of Rs.10/- each.

The Company has neither not issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no details /information invited in this respect.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the CompanyRs.s website www.patdiam.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION (1) OF SECTION 188

All transactions with related parties were in the ordinary course of business and at armRs.s length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company.

The details of material contract or arrangement or transaction entered into by the Company with related parties at armRs.s length basis during the year have been mentioned in the form AOC-2 which is attached as Rs.Annexure- ARs..

All Related Party transactions were placed before the Audit Committee and the Board for Approval.

The Policy of Related party transactions/Disclosures are approved by the Board is posted on the CompanyRs.s website viz www.patdiam.com.

DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. Pravin Kakadia, retires by rotation at the forthcoming AGM and being eligible, offers herself for reappointment. The Board recommends her reappointment.

The brief particulars of the Directors seeking appointment /re-appointment at this Annual General Meeting are being annexed to the Report.

Except above, there is no change in constitution of Board.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mr. Samir Kakadia, Managing Director

2. Mr. Bharatkumar Keshavlal Shah, Chief Financial Officer (CFO)

3. *Ms. Kritika Jain, Company Secretary and Compliance Officer

4. *Ms. Preksha Salecha, Company Secretary and Compliance Officer

*Ms. Kritika Jain, has been appointed as Company Secretary and Compliance Officer with effect from 01^st June, 2024 and resigned as Company Secretary and Compliance Officer with effect from 13^th November, 2024. Ms. Preksha Salecha has been appointed as Company Secretary and Compliance Officer with effect from 11^th April, 2025.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence, as required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Act, read with SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 (LODR), 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 Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors.

While the individual directorsRs. performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the ChairmanRs.s and Non- Independent Directors performance was appraised through feedback from Independent Directors.

DETAILS OF BOARD MEETINGS

The Board met Eight (8) times during the year respectively on 15^th April, 2024; 29^th May, 2024; 19^th June, 2024; 15^th July, 2024; 5^th September, 2024; 13^th November, 2024; 14^th

January, 2025 and 20^th March, 2025 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose during the financial year. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DIRECTORSRs. RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to DirectorsRs. Responsibility Statement, it is hereby confirmed: (a) In the preparation of the annual accounts for financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper 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 as at March 31, 2025 and of the profit of the Company for that period; (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; (d) The Directors have prepared the annual accounts for the year ended March 31, 2025, on a going concern basis; (e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Dave & Dave, Chartered Accountants, (Firm Registration No. 102163W) was appointed as the Statutory Auditors for a period of 5 years in the 22^nd Annual General Meeting held on 30.09.2021 i.e. for a period of five years commencing from the conclusion of 22^nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2026. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

STATUTORY AUDITOR REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their report for the Financial Year ended 31^st March, 2025. The Report is attached hereto and is self-explanatory requiring no further elucidation.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed M/s Shrey Pandey & Associates, Chartered Accountants as Internal Auditors to conduct Internal Audit for the Financial Year ended 31st March, 2025.

COST AUDITORS

The Cost audit of the Company has not been conducted for the financial year 2024-25 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

SECRETARIAL AUDIT REPORT

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. SKJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2025.

The response of your directors on the observation made in Secretarial Audit Report - The Company has appointed Company Secretary on 11^th April, 2025.

The Secretarial Audit Report is annexed herewith as an Rs.Annexure BRs. to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the CompanyRs.s businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Board has 4 (Four) Committees the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and Corporate Social Responsibility Committee. All committees consist of majority of Independent Directors. The Composition and terms of reference, details of meetings and other matters has been mentioned in the Corporate Governance Report of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance with AuditorRs.s Certificate thereon in terms of Regulation 34 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) read with Schedule V of said regulations forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy.

A Board level committee has been reconstituted consisting of the following members:

Name and Designation:

1. Mr. Prakash Shah, Chairman 2. Mr. Jayesh Avaiya, Member

18

3. Mrs. Priti Kakadia, Member

Details of CSR spent during the financial year:

The company has spent the requisite amount on CSR Activities, details whereof are given the Annexure, forming part of this Report.

The disclosures required to be given under Section 135 of the Companies Act, 2013 read Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given Annexure Rs.C forming part of this Board Report.

PARTICULARS OF EMPLOYEES

There are no employees who are receiving remuneration exceeding of Rs. eight lakh and fifty thousand per month or Rs. one crore and two lakh rupees per annum under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part of the report (Annexure-D).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

CONSERVATION OF ENERGY

The operation of your Company is not energy intensive. However, the Company makes its best efforts for conservation of energy in its factory and office premises.

TECHNOLOGY ABSORPTION, ADAPTATIONS& INNOVATION

The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo are as follows:

Particulars	Current Year	Previous Year
	(Rs. In Lakhs)	(Rs. In Lakhs)
FOREIGN EXCHANGE EARNINGS
F.O.B. Value of Export	15222.52	9875.74
FOREIGN EXCHANGE OUTGO
(Value of Imports calculated on CIF Basis)
Raw Materials	718.25	380.71
Consumable stores	1.61	3.25
Capital Goods	-	141.08
Expenditure	89.67	50.09

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (LODR), the Company has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company.

The Whistle Blower Policy is disclosed on the CompanyRs.s website www.patdiam.com

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of stores, raw materials, components, plant and machinery, equipment and other assets, and for the sale of goods.

The Company also has in place an Audit Committee to have a periodic over view of the internal control procedures of the Company. The Audit committee is accessible at all times to the employees of the Company for any improvement to be recommended in the procedures in place.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company which has occurred from the end of financial year i.e. March 31, 2025 to the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANYRs.S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators or courts or tribunals impacting the going concern status and companyRs.s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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:

There are no instances of one time settlement during the financial year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2024-25.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are disclosed:

a) Number of complaints of sexual harassment received during the year: Nil b) Number of complaints disposed of during the year: Nil c) Number of complaints pending for more than 90 days: Nil

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe working environment for all employees.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1951, including all applicable amendments and rules frame thereunder the Company is committed to ensuring a safe inclusive and supportive work place for women employee. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

ACKNOWLEDGMENTS

The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels