PC Jeweller Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 20^th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The financial performance of your Company on standalone basis is summarized below:

( in crore, except earnings per share)

Particulars	2024-25	2023-24
Revenue from operations	2,243.25	189.45
Other income	127.82	43.85
Total income	2,371.07	233.30
Profit / (loss) before finance costs, depreciation and tax	516.73	(125.05)
Less: Finance cost	51.26	504.53
Less: Depreciation & amortisation expenses	17.35	19.69
Profit / (loss) before tax	448.12	(649.27)
Less: Tax Expense	(126.97)	-
Net profit / (loss) after tax	575.09	(649.27)
Other comprehensive income for the year, net of tax	0.35	2.15
Total comprehensive income / (loss) for the year Earnings per equity share (in ):	575.44	(647.12)
Basic	1.13	(1.40)*
Diluted	0.66	(1.40)*
Paid-up share capital	635.53	465.40
Other equity	5,522.46	2,432.53

* Restated in accordance with IND AS 33 due to split of face value of equity shares of the Company from 10/- each to 1/- each during the year under review.

COMPANYS PERFORMANCEAND STATE OF AFFAIRS

The Company is one of the prominent jewellery companies in the organised jewellery retail sector in India. It is engaged in the business of trade, manufacture and sale of gold, diamond, precious stone, gold and diamond studded jewellery as well as silver articles. There was no change in the nature of business of the Company during the year.

The Company maintains a network of 52 showrooms including 3 franchisee showrooms under “PC Jeweller” brand located in 38 cities across India as on March 31, 2025. In addition to sale of jewellery through showrooms, the Company also provide an opportunity to its customers to buy the jewellery online.

The Companys wide range and variety of product offerings caters to diverse customer segments, from the value market to high-end customized jewellery. It includes traditional, contemporary and combination designs across jewellery lines, usages and price points. In view of the changing trends, customers preferences and demands, the Company launched a number of jewellery designs and collections over the years. Some of the Companys prominent jewellery collections are Anant, Dashavatar, Bandhan, Amour, Wedding Collection, Animal Collection, Folia Amoris, The Fluttering Beauty, Mens Collection, Hand Mangalsutra etc. The focus on quality, design range and customer oriented policies together with targeted marketing efforts, have enabled the Company to develop strong brand recognition and customer loyalty.

The Companys efforts in maintaining a balanced approach towards the changing customer preferences and keeping its products in harmony with the same helped the Company in witnessing strong performance during the year. The impact of increase in customer footfall and purchases resulted into increase in the revenue from operations of the Company from 189.45 crore to 2,243.25 crore i.e. by more than 1,084% as compared to previous year. Consequently, the Company witnessed a complete turnout and recorded net profit of 575.09 crore as compared to loss of 649.27 crore during the previous year.

During the year, the Company entered into a Joint Settlement Agreement on September 30, 2024 with its Consortium Lenders comprising of 14 Banks, after receiving their approvals / acceptances of its One Time Settlement proposal for settling the outstanding debts. During the year under review as well as on the date of this report, the Company has discharged its obligations as per the Settlement Agreement including allotment of equity shares to Consortium Lenders to settle part of their outstanding debts. Consequently, the Companys outstanding debts of Banks were reduced by ~50% during the year.

Keeping in view the aforesaid positive developments, the Company is once again focusing on increasing its brand presence and has also started marketing initiatives for the same.

SHARE CAPITAL STRUCTURE

Authorised Share Capital: During the year, the following changes had taken place in the authorised share capital of the Company:

1) With effect from May 10, 2024, the authorised share capital was increased from 760 crore comprising of 50 crore equity shares of 10/- each and 26 crore preference shares of 10/- each to 1,260 crore comprising of 100 crore equity shares of 10/- each and 26 crore preference shares of 10/- each.

2) With effect from November 21, 2024, the composition of authorised share capital is changed to 1,260 crore divided into 1,000 crore equity shares of 1/- each and 26 crore preference shares of 10/- each, due to sub-division / split of face value of equity shares of the Company from 10/- each to 1/- each.

Paid-up Share Capital: During the year, the following changes had taken place in the paid-up share capital of the Company:

1) The Company made preferential allotment of 11,50,00,000 Fully Convertible Warrants (“Warrants”) on September 30, 2024 and 36,58,02,500 Warrants on October 11, 2024 to entities belonging to Promoter Group and Non-Promoter, Public Category, after receipt of 25% of the Issue Price of 56.20 per Warrant, as subscription amount in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Subsequently, the Board of Directors (“Board”) of the Company vide resolutions passed by circulations on i) October 15, 2024 allotted 4,35,972 equity shares (Face Value:

10/- each); ii) October 30, 2024 allotted 3,38,85,000 equity shares (Face Value: 10/- each); iii) November 12, 2024 allotted 3,63,75,000 equity shares (Face Value: 10/- each); iv) November 29, 2024 allotted 39,87,900 equity shares (Face Value: 10/- each); and v) December 19, 2024 allotted 43,72,91,800 equity shares (Face Value: 1/- each), upon conversion of Warrants after receipt of balance 75% of the Issue Price per Warrant.

2) On and from the Record Date i.e. December 16, 2024, the equity shares of the Company were sub-divided / splitted such that 1 equity share having face value of 10/- each, fully paid-up, stands sub-divided / splitted into 10 equity shares having face value of 1/- each, fully paid-up, ranking pari-passu in all respects.

3) The Board of the Company vide a resolution passed by circulation on March 17, 2025 allotted 51,71,14,620 equity shares (Face Value: 1/- each) to the Consortium Lenders comprising of 14 Banks, against part of their outstanding debts as per the Joint Settlement Agreement dated September 30, 2024 entered into amongst the Company and Consortium Lenders.

Consequently, the paid-up share capital of your Company increased from 465,40,38,960/- comprising of 46,54,03,896 equity shares of 10/- each to 635,52,84,100/- comprising of 635,52,84,100 equity shares of 1/- each.

DIVIDEND

The Board has not recommended any dividend for the year.

TRANSFER TO RESERVES

The Board has not proposed transfer of any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors: During the year, the following changes had taken place amongst the Directors of the Company:

Cessations: Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana and Shri Miyar Ramanath Nayak ceased to be the Directors of the Company with effect from September 13, 2024 upon completion of their second and final term as Independent Directors of the Company on September 12, 2024.

Appointments: After considering the skills, capabilities, competencies and experience, the Board approved the appointment / re-appointment of the following:

1) Shri Mahesh Agarwal as an Independent Director (Additional Director) for a term of 5 consecutive years with effect from September 30, 2024. The appointment was approved by Members of the Company through Postal Ballot on November 21, 2024;

2) Shri Farangi Lal Kansal as an Independent Director (Additional Director) for a term of 3 consecutive years with effect from September 30, 2024. The appointment was approved by Members of the Company through Postal Ballot on November 21, 2024;

3) Shri Vishan Deo as an Additional Director of the Company with effect from September 30, 2024. The Board also appointed him as a Whole-time Director with effect from September 30, 2024 for a period of 3 years, liable to retire by rotation. The appointment was approved by Members of the Company through Postal Ballot on November 21, 2024; and

4) Shri Ramesh Kumar Sharma as a Whole-time Director with effect from February 7, 2025 for a period of 3 years, liable to retire by rotation. The re-appointment was approved by Members of the Company through Postal Ballot on January 11, 2025.

Shri Mahesh Agarwal, Shri Farangi Lal Kansal, Shri Vishan Deo and Shri Ramesh Kumar Sharma confirmed to the Company that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

The Board is of the opinion that Shri Mahesh Agarwal and Shri Farangi Lal Kansal, Independent Directors appointed during the year, are persons of integrity and possesses requisite skills, capabilities, expertise and experience for appointment as Independent Directors.

As on March 31, 2025, the Board of the Company comprised of total 6 Directors including 3 Executive Directors (Shri Balram Garg, Shri Ramesh Kumar Sharma and Shri Vishan Deo) and 3 Non-Executive Independent Directors (Smt. Sannovanda Machaiah Swathi, Shri Farangi Lal Kansal and Shri Mahesh Agarwal).

Shri Ramesh Kumar Sharma retires by rotation at the 20^th Annual General Meeting (“AGM”) of the Company and being eligible, has offered himself for re-appointment as a Director of the Company.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and Secretarial Standard 2 issued by the Institute of Company Secretaries of India, the details of Shri Ramesh Kumar Sharma form part of the Notice convening the 20^th AGM.

Key Managerial Personnel: During the year, the following changes had taken place amongst Key Managerial Personnel of the Company:

Cessation: Shri Sanjeev Bhatia ceased to be Chief Financial Officer and Key Managerial Personnel of the Company with effect from October 1, 2024 consequent to his voluntary retirement effective from end of the day September 30, 2024.

Appointment: Shri Vishan Deo, Executive Director (Finance) was appointed as Chief Financial Officer of the Company and designated as Executive Director (Finance) & Chief Financial Officer with effect from October 1, 2024. Consequently, he was also designated as Key Managerial Personnel of the Company with effect from October 1, 2024.

As on March 31, 2025, Key Managerial Personnel of the Company comprised of Shri Balram Garg, Managing Director, Shri Vishan Deo, Executive Director (Finance) & Chief Financial Officer and Shri Vijay Panwar, Company Secretary.

SUBSIDIARY COMPANIES

As on March 31, 2025, the Company has 2 Indian and 1 Foreign wholly owned non-material subsidiaries, as under:

i) Luxury Products Trendsetter Private Limited: It is authorized to carry on the business of manufacturing, trading and job working etc. of jewellery. It owns a jewellery manufacturing unit at Jaipur. However, the same remained non-operational during the year due to litigations with Consortium Lenders of the holding company, as it is one of the Corporate Guarantors for the credit facilities extended by Consortium Lenders to the holding company. This resulted into nil revenue from operations during the year and it incurred net loss of 2.20 crore due to operational expenses.

ii) PCJ Gems & Jewellery Limited: It is authorized to carry on the business of manufacturing and trading of all kinds of jewellery. However, it had not commenced business operations during the year and incurred net loss of 0.01 crore.

iii) PC Jeweller Global DMCC: It was incorporated in Dubai (United Arab Emirates) and is engaged in the business of jewellery trading. During the year under review its revenue from operations was 1.35 crore and it registered net profit of 4.82 crore.

During the year, no company has become or ceased to be subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the “Act”), a statement containing salient features of the financial statements of the subsidiaries (Form AOC - 1) is annexed as “Annexure - 1” to this Report. Please refer Note 55 of the consolidated financial statements for the financial year ended March 31, 2025 for the details of contribution of the subsidiaries to the overall performance of the Company. The financial statements of subsidiaries are available on the Companys website www. pcjeweller.com in Investors section.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company do not have any associate or joint venture company within the meaning of Section 2(6) of the Act and no company has become or ceased to be associate or joint venture company during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been prepared in accordance with the accounting principles applicable in India including Indian Accounting Standards (IND AS) specified under Section 133 of the Act read with the Rules made thereunder and forms part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

COST RECORDS

The Company is not required to maintain cost records as specified under Section 148 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company had confirmed their independence and submitted declaration of independence with the Company in accordance with the provisions of the Act and LODR Regulations. They had also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

BOARD MEETINGS

During the year, 9 meetings of the Board of the Company were held on April 16, 2024; May 30, 2024; July 13, 2024; July 29, 2024; August 14, 2024; September 30, 2024, October 19, 2024; December 11, 2024 and February 4, 2025 respectively.

AUDIT COMMITTEE

As on March 31, 2025, Audit Committee of the Company comprised of 3 Independent Directors and 1 Executive Director as its members. Smt. Sannovanda Machaiah Swathi, Independent Director, is the Chairperson of the Committee. For further details, please refer to Report on Corporate Governance.

PUBLIC DEPOSITS

During the year, the Company neither invited nor accepted any deposits from the public under Chapter V of the Act. There was no public deposit outstanding as at the beginning and end of the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans given and investments made are disclosed in the notes forming part of the standalone financial statements by the Company. The Company has not provided any guarantee.

PARTICULARSOFTHECONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into by the Company during the year were on an arms length basis and in the ordinary course of business. The Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Companys Policy on Materiality of and Dealing with Related Party Transactions. Hence, disclosure in Form AOC - 2 is not required. The details of transactions with related parties during the year have been disclosed in Note 37 of the standalone financial statements of the Company.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR ENTITY BELONGING TO PROMOTER

/ PROMOTER GROUP HOLDING 10% OR MORE SHAREHOLDING

During the year, Shri Balram Garg and Smt. Krishna Devi were holding more than 10% shares in the Company. The details of transactions of the Company with them during the year are as under:

Name	Nature of Transaction	Amount ( in crore)
Shri Balram Garg	Rent paid	0.01
Smt. Krishna Devi	Rent paid	0.02

RISK MANAGEMENT

The Company has put in place a Risk Management Policy to define a framework for identification, assessment, categorisation and treatment of risks and selecting appropriate risk management approach. The Companys outlook in dealing with various risks associated with the business includes the decision on acceptance of risks, avoidance of risks, transfer of risks and risks tolerance level. As on March 31, 2025, the Companys Risk Management Committee comprised of 2 Executive Directors and 1 Independent Director. For further details on Risk Management Committee, please refer to Report on Corporate Governance.

INTERNAL CONTROL SYSTEMS

The Company has effective internal control systems in place for ensuring smooth and efficient conduct of its business and operations including adherence to the Companys policies and safeguarding its assets etc.

The Company has also put in place adequate internal financial controls commensurate with the size and nature of operations of the Company. Such controls were tested and the test results summary shown effective controls prevailing within the Company during the year under review.

Internal auditor of the Company also periodically carried out review of the internal control systems and procedures and their reports were placed before Audit Committee for review. There were no significant comments / findings in the reports of Internal Auditor during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

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

A) CONSERVATION OF ENERGY

The Company is committed towards conservation of energy and emphasises on optimal use of energy and always endeavour to avoid wastages at its premises.

B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities during the year.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companys foreign exchange earnings and outgo during the year were Nil.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy against Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has also constituted an Internal Complaints Committee for redressal of the complaints on sexual harassment. The details relating to the complaints on sexual harassment during the year is as under:

Number of complaints received during the year 2024-25	Number of complaints disposed off during the year 2024-25	Number of cases pending for more than 90 days	Number of cases pending as on March 31, 2025
0	0	0	0

MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy, which provides a formal mechanism for the employees and Directors of the Company to report about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and leak of unpublished price sensitive information etc. The Policy also provides reassurance to them that they will be protected from reprisals or victimization for whistle blowing.

During the year, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31, 2025. The Policy is available on the Companys website and can be accessed through the link https://corporate. pcjeweller.com/wp-content/uploads/2015/06/investors/ corporate-governance/fy-20/Whistle-Blower-Policy.pdf

BOARD EVALUATION

The Company has in place the Board approved criteria for evaluation of performance of the Board, its Committees and individual Directors. Annual performance evaluation of the Board, its Committees and the Directors is carried out at the start of every financial year on the basis of evaluation forms, which includes a rating mechanism.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Committee of the Board was evaluated by the Board, based on evaluation forms received from members of the respective Committee. Further, performance of individual Directors (except Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana and Shri Miyar Ramanath Nayak, who ceased to be Directors of the Company during the year under review) was evaluated by Nomination and Remuneration Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Independent Directors also reviewed the performance of the Board and Non-Independent Directors at their separate meeting.

The criteria for performance evaluation of the Board and its Committees amongst others include their composition, processes, information and functioning, terms of reference of the Committees, etc. The criteria for performance evaluation of the Directors including Independent Directors amongst others include their contribution at the meetings, devotion of time and efforts to understand the Company, its business, their duties and responsibilities and adherence to the code of conduct, etc.

Based on the feedbacks received, the consolidated report on the performance of the Board, its Committees and individual Directors for the year under review was placed before the Board. The Board expressed satisfaction over the performance of the Board, its Committees and the Directors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, no significant / material orders had been passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

b) the Directors had 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) the Directors had 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 had prepared the annual accounts on a going concern basis;

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; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION PLAN

The Company has in place PC Jeweller Limited Employee Stock Option Plan 2011 (“ESOP 2011”). ESOP 2011 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and no changes were made therein during the year under review. During the year, no options were granted.

The disclosure relating to ESOP 2011 as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Companys website and can be accessed through the link https://corporate.pcjeweller.com/ wp-content/uploads/2015/06/investors/downloads/FY-2026/ ESOP-disclosure-under-the-SEBI-SBEB-&-SE-Regulations-2021. pdf. The certificate of Secretarial Auditor with respect to the implementation of ESOP 2011 will be available for inspection by Members during the 20^th AGM.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Directors and who may be appointed in Senior Management including Key Managerial Personnel as well as determining the remuneration of the Director, Key Managerial Personnel and other employees and to attract, motivate and retain manpower by creating a congenial work atmosphere, encouraging initiatives, personal growth and team work by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of Policy on Criteria for determining Qualifications, Positive Attributes and Independence of a Director is to define the criteria for determining the qualifications, positive attributes and independence of a Director.

No changes have been made in both the policies during the year. Both the policies are available on the Companys website and can be accessed through the links https://corporate.pcjeweller. com/wp-content/uploads/2015/06/investors/Nomination-and-Remuneration-Policy.pdf and https://corporate.pcjeweller. com/wp-content/uploads/2015/06/investors/Criteria-for-determining-qualifications-etc-of-a-Director.pdf

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of LODR Regulations, the Company has in place a Dividend Distribution Policy. The Policy is available on the Companys website and can be accessed through the link https://corporate.pcjeweller.com/wp-content/uploads/2015/06/ investors/corporate-governance/Dividend-Distribution-Policy. pdf

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, Annual Return is available on the Companys website and can be accessed through the link https://corporate.pcjeweller.com/ annual-return/

AUDITORS AND THEIR REPORTS STATUTORY AUDITORS

At the 18^th AGM of the Company held on September 30, 2023, M/s A H P N & Associates, Chartered Accountants (Firm Registration No. 009452N) were appointed as Statutory Auditor of the Company w.e.f. August 22, 2023 to fill the casual vacancy and to hold the office till the conclusion of the 18^th AGM and for further 5 consecutive years from the conclusion of the 18^th AGM.

The notes to the financial statements referred to in Statutory Auditors report are self-explanatory and do not call for any further explanations or comments. However, the explanations or comments of the Board on the qualification, reservation or adverse remark or disclaimer made in Statutory Auditors report are as under:

1) Para 4 (i) of Independent Auditors Report regarding providing of discounts of 513.65 crore to export customers during the financial year ended March 31, 2019

The Company had extended the discounts as on March 31, 2019 to its export customers in view of the genuine business problems and operational issues being faced by them. The discount extended amounted to one-time discount of 25% of the export value of outstanding receivables as on March 31, 2019. The discount extended was in accordance with the FED Master Direction No. 16/2015-16 dated January 01, 2016 issued by the Reserve Bank of India. Subsequently, the Company had obtained approvals from Authorized Dealer Banks for reduction in the receivables corresponding to discounts amounting to 330.49 crore and approval for the balance amount i.e. 183.16 crore is under process. The discount extended was in accordance with the aforesaid Master Direction and the management does not expect any material penalty to be levied and therefore no provision for the same has been recognized in the financial statements.

2) Para 4 (ii) of Independent Auditors Report regarding adequacy of the provision of expected credit loss relating to overdue overseas trade receivables and its consequential impact and adjustments on the standalone financial statements

The Company has computed and applied cumulative expected credit loss on the outstanding export receivables of 265.10 crore as on March 31, 2025 and the same is in accordance with the laid down accounting norms. The Company is exploring various options for recovery of its overseas trade receivables and is confident of the recovery of the same.

3) Para 4 (iii) of Independent Auditors Report regarding inventory value and its consequential impact and adjustments on the standalone financial statements

Pursuant to acceptance of its One Time Settlement proposal by the Consortium Lenders, the Company entered into a Joint Settlement Agreement on September 30, 2024 ( “ Agreement”) with them. In terms of the Agreement, the inventory lying at few locations of the Company is still under the custody of Debt Recovery Appellate Tribunal. Hence, the physical verification / inspection of the inventory at these locations could not be conducted and the inventory valuation is based on determination of estimated net realizable value or cost whichever is lower in accordance with the Indian Accounting Standards. The Company is meeting its obligations as per the terms of the Agreement and the management expect that the release of the relevant inventory will take place soon.

4) Para ii (a) of Annexure - A to Independent Auditors Report regarding physical verification of inventory lying at certain locations

The Auditors observation is a statement of fact and the management does not have anything further to comment on the same.

5) Para iii (c), (d) and (e) of Annexure - A to Independent Auditors Report regarding loans / advances granted by the Company

During the year, the Company has not granted any fresh inter corporate loans. The loans extended by the Company to its subsidiary and body corporates are old ones. Although there are no specific schedule of repayment, but the loans are to be repaid within specified time period and also carries interest at agreed rates. The Company has also made provision for impairment of loan in accordance with the laid down accounting norms.

The staff advances have been extended to permanent employees of the Company in the normal course for their personal requirements.

6) Para xx (b) of Annexure - A to Independent Auditors Report regarding unspent CSR amount pursuant to ongoing project not yet transferred to special account

The Company will do the needful in due course of time.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Company had appointed M/s R S Sharma

& Associates, Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company for the year under review.

Secretarial Audit Report for the year under review is annexed herewith as “Annexure - 2” to this Report. The explanations or comments of the Board on the observations made in Secretarial Audit Report are as under:

1) Regarding the composition of the Board did not have sufficient number of Directors liable to retire by rotation

The composition of the Board of the Company did not have sufficient number of Directors liable to retire by rotation till September 29, 2024, as the Company could not find a suitable candidate for appointment as a Director (liable to retire by rotation) on its Board. However, the Company had complied with the requirement of Section 152(6) of the Act after appointment of Shri Vishan Deo as an Additional Director and Whole-time Director (liable to retire by rotation) with effect from September 30, 2024. His appointment was also approved by Members of the Company through Postal Ballot on November 21, 2024.

2) Regarding the unspent corporate social responsibility amounts for the financial years 2020-21 and 2021-22 were not transferred to special account

The Company will do the needful in due course of time.

3) Regarding the composition of Audit Committee and Nomination and Remuneration Committee not in compliance with Sections 177 and 178 respectively of the Act

The non-compliance occurred post completion of tenure of 3 Independent Directors of the Company on September 12, 2024 as those 3 Independent Directors were also members of Audit Committee and 2 of them were also members of Nomination and Remuneration Committee. However, both the Committees were duly reconstituted in compliance with applicable laws w.e.f. September 30, 2024 after appointment of new Independent Directors on the Board of the Company.

4) Regarding non-compliance of Regulations 17(1) & (1A) of LODR Regulations for part of the year pertaining to the Board composition and appointment of an Independent Director, who has attained the age of 75 years

The non-compliance occurred post completion of tenure of 3 Independent Directors of the Company during the quarter ended September 30, 2024. However, the Company has already complied with the applicable requirements and paid the fines imposed by the stock exchanges within the prescribed time.

5) Regarding non-compliance of Regulation 44 of LODR Regulations pertaining to submission of voting results after the prescribed time

The delay in submission of voting results of Postal Ballot Notice dated December 11, 2024 was unintentional and due to the circumstances beyond the control of the Company. The Company paid the fines imposed by the stock exchanges within the prescribed time.

6) Regarding non-compliance of SEBI Circular dated June 21, 2023 pertaining to submission of applications for trading approvals of stock exchanges after the prescribed time

The delay in submission of applications for the trading approvals of stock exchanges in relation to equity shares allotted upon conversion of Fully Convertible Warrants on October 30, 2024 was unintentional and due to the circumstances beyond the control of the Company. The Company paid the fines imposed by the stock exchanges within the prescribed time.

APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of LODR Regulations, the Board of the Company at its meeting held on August 01, 2025 approved the appointment of M/s R S Sharma & Associates, Company Secretaries, a peer reviewed firm, as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of Members of the Company at the 20^th AGM.

DETAILS IN RESPECT OF FRAUDS

During the year under review, Statutory and Secretarial Auditors of the Company have not reported any fraud under Section 143(12) of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS

As per LODR Regulations, Management Discussion and Analysis Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per LODR Regulations, Business Responsibility and Sustainability Report forms part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

As per LODR Regulations, Report on Corporate Governance forms part of the Annual Report. The Corporate Governance Compliance Certificate from Practicing Company Secretary is annexed as “Annexure - 3” to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as “Annexure - 4” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Policy of the Company lays down the guidelines and mechanism for undertaking socially useful programs for welfare and sustainable development of the community, in the local area and around areas of operations of the Company including other parts of the Country. The Policy is available on the Companys website and can be accessed through the link https://corporate.pcjeweller.com/wp-content/ uploads/2015/06/investors/corporate-governance/Corporate-Social-Responsibility-Policy.pdf

During the year under review, the Company was not required to spend any amount towards CSR activities because average net profit of the Company as per Section 135(5) of the Act was negative. Annual Report on CSR activities pursuant to Section 135 of the Act and the Rules made thereunder is annexed as “Annexure · 5” to this Report.

DISCLOSURE ABOUT ONE TIME SETTLEMENT

During the financial year ended March 31, 2024 (“Previous Year”), the Company had submitted a One Time Settlement (“OTS”) proposal with its Consortium Lenders comprising of total 14 Banks with State Bank of India being the Lead Bank. 2 Banks had approved the Companys OTS proposal during previous year itself and the remaining 12 Banks approved the same during the year under review. Thereafter, the Company executed a Joint Settlement Agreement with its Consortium Lenders on September 30, 2024 for recording and implementing the terms of the settlement. The terms of settlement include the discharge and payment of outstanding debts of Consortium Lenders partly by cash consideration and partly by conversion of debts into equity. During the year under review as well as till the date of this report, the Company met its obligations as per the terms of the Agreement.

OTHER DISCLOSURES

During the year under review:

No issue of equity shares with differential rights as to dividend, voting or otherwise, was made.

No issue of sweat equity shares to the Directors or employees was made.

Managing Director and Whole-time Directors of the

Company have not received any remuneration or commission from any of the subsidiary(ies) of the Company.

The equity shares of the Company have not been suspended from trading by the Securities and Exchange Board of India.

Vide National Company Law Tribunal, Delhi (“ NCLT”) order dated April 30, 2024, State Bank of India withdrawn its petition filed with NCLT against the Company under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016”) during financial year ended March 31, 2024. As on March 31, 2025 no such proceedings are pending against the Company under IBC 2016.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere gratitude and place on record appreciation for the continued support and co-operation of the Companys Lenders, customers, suppliers, investors and regulatory authorities. Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company at all levels.

		For and on behalf of the Board
	Sd/-	Sd/-
Place: New Delhi	(RAMESH KUMAR SHARMA)	(BALRAM GARG)
Date: August 01, 2025	Executive Director	Managing Director
	DIN: 01980542	DIN: 00032083