Uday Jewellery Industries Ltd Directors Report

To the Members of,

UDAY JEWELLERY INDUSTRIES LIMITED

Your directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company along with the audited financial statements (Standalone) for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The highlights of the financial statements of the Company for the financial year ended March 31, 2025, are as under:

Particulars	31.03.2025	31.03.2024
Revenue from operations	28720.20	17,318.24
Other Income	86.62	90.71
Total income	28,806.83	17,408.94
Profit before tax	1,468.39	1,189.19
Current Tax	380.81	312.29
Deferred Tax	-1.02	5.59
Income tax pertaining to earlier years	1.96	-
Profit after Tax	1086.64	871.31
Earnings per share
Basic	4.89	3.96
Diluted	4.89	3.96

The Company has delivered a strong financial performance for the year ended 31st March 2025. Total income stood at

28,806.83 lakhs, driven by robust revenue from operations of 28,720.20 lakhs, reflecting consistent business growth. Profit before tax stood at 1,468.39 lakhs, showcasing operational efficiency and effective cost management. After accounting for taxes, the Company posted a healthy Profit After Tax (PAT) of 1,086.64 lakhs.

Earnings per share (EPS) remained strong at 4.89, both basic and diluted, underscoring the Companys sustained profitability and its ability to generate value for shareholders.

Overall, the financial results reflect the Companys resilience, strategic execution, and continued focus on growth and shareholder returns.

2. STANDALONE FINANCIAL RESULTS:

During the Financial Year (FY) 2024-25, the Company has achieved a total income of 28,806.83 lakhs as compared to 17,408.94 lakhs in FY24. The profit before tax for FY2024-25 stood at 1,468.39lakhs compared to 1,189.19 lakhs achieved in FY24. The profit after tax stood at 1086.64 for FY2024-25 as compared to 871.31 lakhs for the previous year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company.

4. FUTURE PROSPECTS:

Growth Trajectory & Financial Demonstration:

In Q4 FY2025 (quarter ended March 31, 2025), Uday Jewellery posted sales of 84.52 crore (+102% YoY), and net profit surged by 1,616.7% to 1.03 crore, compared with just 0.06 crore in Q4 FY2024.

For the full year FY2025, sales grew by 65.8% to 287.20 crore, while annual profit rose 24.8% to 10.87 crore, indicating clear recovery and momentum year-on-year These numbers reflect strong revenue expansion and operational leverage kick-in, though profit margins remain modest—consistent with industry norms.

Industry Tailwinds & Structural Drivers:

Indias organized jewellery segment is growing steadily as branded players benefit from enhanced consumer awareness, improved quality perception, and a shift from unorganised to organized retail.

External industry dynamics, such as reduced import duties on gold, are expected to fuel organized jewellery retailers revenue growth of 2225%, despite slight margin pressure, by boosting volumes

Strategic Development: Amalgamation for Synergy:

On August 31, 2024, Uday Jewellerys board approved a Scheme of Arrangement to merge with Narbada Gems and Jewellery Ltd., a group company with complementary strengths (e.g., colored stone jewellery), aiming to drive scale synergies, broader market access, and operational continuity

Future Outlook: Opportunities Ahead

– Rising scale post-merger with Narbada Gems should enhance product diversity and market coverage, improving brand positioning.

– Ongoing recovery in sequential growth rates suggests Uday Jewellery could sustain accelerating topline and bottomline improvements into FY2026 and beyond.

– Broader sector tailwinds—strong consumer demand, festive and wedding season boosts, and favourable policy support—are likely to benefit organised retail players, which Uday Jewellery is part of.

REGIONAL MARKET:

As per industry estimates for the current year, the southern region continues to lead the Indian jewellery market, contributing approximately 38–43% of the nations gold demand. This dominance is supported by higher per capita income, lower poverty levels, and robust demand from the non-resident Indian (NRI) community. Notably, southern India remains a predominantly 22-carat traditional, handmade jewellery market.

Approximately 70% of Indias total gold demand originates from rural areas, reflecting the countrys demographic profile and deep-rooted cultural affinity for gold in non-urban markets.

In comparison, the eastern region accounts for around 13–18% of the national gold demand, with a consumer preference also largely skewed towards 22-carat jewellery, similar to the southern region.

Meanwhile, the northern (23–28%) and western (18–23%) regions display distinct preferences, with a stronger inclination toward 14-carat and 18-carat jewellery, respectively, indicating evolving tastes and growing traction for lightweight, modern designs.

COMPANY PLANS:

Uday Jewellery Industries Limited has set an ambitious target of becoming the leading manufacturer of Cubic Zirconia (CZ) jewellery studded with precious coloured gemstones. To achieve this, the Company is undertaking a significant capacity expansion, with new manufacturing facilities being established that will increase production capacity by four times compared to current levels.

The new facility will be equipped with state-of-the-art machinery and advanced technology, enabling improved product quality, enhanced finishing, and efficient large-scale production.

Importantly, the Company is self-financing this expansion through its internal accruals, reflecting a strong commitment to financial discipline and sustainable growth without reliance on external funding sources.

Uday Jewellerys robust production ecosystem is supported by a large pool of skilled artisans and craftsmen. In line with its vision for scalable and efficient operations, the Company is also exploring the establishment of a dedicated training centre to harness the full potential of its workforce, enhance skill development, and improve overall productivity. Design innovation remains a core strength. The Companys in-house design and development team is empowered by cutting-edge tools and technology such as 3D printing, CAD (Computer-Aided Design), and laser engraving, enabling the creation of precise, customised jewellery aligned with evolving customer preferences.

5. SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorized share capital equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. During the year, the Company has approved the issue of 22,50,000 convertible warrants on 31.08.2024 and allotted the same on 02.11.2024 to promoters and members of the non-promoter group on a preferential basis. Out of these:

• 6,00,000 warrants were converted into equity shares on 26th December 2024, and

• 3,00,000 warrants were converted into equity shares on 14th February 2025.

Therefore, The Authorised Share Capital of the Company is Rs. 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs.10/- each. As on

31.03.2025 the Paid-up Equity Share Capital of the Company is Rs. 22,92,1900/- divided into 2,29,21,900 Equity shares of Rs. 10/- each. a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014. c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014. d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 e. Further issue of capital:

The Companys Members at their meeting held on September 23, 2024, approved the issuance of 2250000 convertible warrants at 154 each.

The Company received in principal approval from BSE Limited on 18.10.2024 for the issue and allotment of 2250000 convertible warrants. On November 02,2024, the Company allotted 2250000 convertible warrants to Promoters and Non Promoters Group. Further on 26.12.2024 the company converted 600000 warrants into equity shares for which listing approval was received on 02.06.2025 and Trading approval is received on 10.07.2025. And on 14.02.2025 Company Converted 300000 warrants into equity shares for which listing approval is received on 18.07.2025 and trading approval is yet to be received. The funds raised through this preferential issue were used by the Company to meet the Companys working capital requirements. There has been no deviation or variation in the utilization of the proceeds of the preferential issue during the year under review.

6. DIVIDEND

In order to conserve resources for further expanding business of the Company, your directors have opined not to recommend any dividend for the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). The provisions of Section 125 of the Companies Act, 2013 are not applicable for the Company as there was no dividend declared and paid in the previous financial years.

8. TRANSFER TO GENERAL RESERVE

During the period under review, the Board of Directors has decided that Rs. 1086.64/- Lakhs to be carried forward to the reserves being profit for the year.

9. SCHEME OF ARRANGEMENT:

To streamline the overall group structure, the Board of Directors of Uday Jewellery Industries Limited (Transferee Company), in its meeting held on 16th September, 2024, approved a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, for the amalgamation of Narbada Gems & Jewellery Limited (Transferor Company) with Uday Jewellery Industries Limited.

Pursuant to the said approval, a First Motion Application was jointly filed before the Honble National Company Law Tribunal (NCLT), Hyderabad Bench, on 29th April, 2025.

The Honble NCLT, vide its order dated 13th June, 2025 and 2nd July, 2025, directed the convening of a meeting of the equity shareholders of Uday Jewellery Industries Limited to consider and approve the proposed Scheme. The Tribunal also dispensed with the requirement of convening meetings of the secured and unsecured creditors of the Company. The equity shareholders meeting is scheduled to be held on 21st August, 2025. The NCLT orders dated 13th June, 2025 and July 02,2025 is available on the official website of the Honble NCLT at https://nclt.gov.in and on the Companys website at www.udayjewellery.com

THE KEY OBJECTIVES OF THE ABOVE MERGER ARE:

Business consolidation to achieve operational synergies.

Improved cost efficiencies and streamlined management.

Enhanced shareholder value by combining complementary strengths.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review and hence there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

12. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no Company has ceased to be its subsidiaries, joint ventures or associate Company.

13. DEPOSITORY SYSTEM:

The Companys shares are available for dematerialization with National Securities Depository Ltd. (NSDL) 14.27% and Central Depository Services (I) Ltd. (CDSL). 84.91% of the total shareholding of the Company was held in dematerialized form as on 31st March 2025. Shares held in physical form was 0.81% of the issued Capital.

14. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS / CEO/ CFO AND KEY MANANGERIAL PERSONNEL: a) Appointments taken place during the year:

During the Year Ms. Riya Jindal has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 04.02.2025. b) Resignations:

During the year, Ms. Nivya Soni Company Secretary and Compliance Officer of the Company has resigned w.e.f 15.11.2024. The Board placed on record their appreciation for the valuable contribution made by the Ms. Nivya Soni during her tenure. c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Director seeking appointment/re-appointments is given as Annexure A to the notice of the AGM forming part of this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Board consists of Six Directors including three Independent (Non- Executive Directors). Shri Balasubramanyam Danturti (appointed w.e.f 31.08.2024), Shri Siddharth Goel (appointed w.e.f 31.08.2024), and Shri Sunil Garg were the Independent Director as on 31.03.2025. Shri Ramprasad Vempati (DIN: 01903161) resigned on 31.08.2024 and Shri Vikram Goel (DIN: 05104754) Independent Director of the company also resigned on 31.08.2024 With the above changes the Board of Directors as on 31, March 2025 comprises of 6 total number of Directors out of which 3 will be Independent Directors (50%) thus fulfilling the requirement of the Companies Act, 2013 and SEBI(LODR), 2015. Therefore, the composition of Board of Directors will be in accordance with the requirements of the Act and Regulations. Further the board after 31st March 2025 and before this board report at its meeting held on 09th august 2025 appointed Mr. Dileep Kumar Jain as an additional independent director of the company subject to the approval of the members of the company in ensuing AGM.

Board Diversity The Company recognizes and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

1. Mr. Sanjay Kumar Sanghi - Managing Director

2. Mr. Rakesh Agarwal - Chief Financial officer

3. # Ms. Riya Jindal - Company Secretary and Compliance Officer #Appointed w.e.f 04.02.2025.

4. Ms. Nivya Soni - Company Secretary and Compliance Officer #Appointed w.e.f 14.11.2023 and Cessation 15.11.2024.

The remuneration and other details of these Key Managerial Personnel for FY2024-25 are provided in the Annual Return which is available on the website of the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS:

Shri Balasubramanyam Danturti, Shri Siddharth Goel and Shri. Sunil Garg were the Independent Directors during the Financial Year 2024-25 and all have given declarations that they continue to meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulations 16(1)(b) of the SEBI (Listing Obligation Disclosure Regulation) Regulations, 2015 ("Listing Regulations") and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

There has been no change in terms and conditions of appointment of Independent Directors, the Policy relating to their appointment is available on the website of the Company www.udayjewellery.com.

17. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The Code is applicable to the members of the Board, the executive officers, the members of the management one level below the executive directors, including all functional heads of the Company. The Code is available on the website of the Company www.udayjewellery.com. All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31, 2025.

18. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.udayjewellery.com.

19. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year, 10 (Ten) Board Meetings were convened and held. The dates on which the said meetings were held are: 28.05.2024, 13.08.2024, 24.08.2024, 31.08.2024, 16.09.2024, 02.11.2024, 14.11.2024, 26.12.2024, 04.02.2025 and 14.02.2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. The details of the familiarization programme of the Independent Directors are available on the website of the Company www.udayjewellery.com.

22. BOARD EVALUATION:

The Board of your Company on the recommendation of the Nomination and Remuneration Committee had laid down the criteria for evaluation of the performance of the Board, its committees, and individual Directors as per the Listing Regulations. Accordingly, the annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors also reviewed the performance of the Board as a whole, Non-Independent Directors, and the Chairman. The criteria for performance evaluation of the Board and its Committees amongst others include their structure and composition, processes, information and functioning, terms of reference of the Committees, etc. The criteria for performance evaluation of individual Directors including Executive and Independent Directors amongst others include their attendance and contribution at the meetings, the devotion of time and efforts to understand the Company, its business, their duties and responsibilities, and adherence to the code of conduct, etc. The said policy is available on the website of the Company at www.udayjewellery. com The Independent Directors met separately on 04th February 2025 without the presence of Non-Independent Directors to discuss the performance of the Non-Independent Directors and the Board as a whole.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

23. POLICY ON DIRECTORS APPOINTMENT

& REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR:

Your Company has always considered sound advice from the Board and Senior Management as invaluable assets of the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director is to determine the qualifications, positive attributes, and independence of a director. The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and Independence of a Director are placed on the Companys website www.udayjewellery.com.

24. BOARD COMMITTEES:

The Board has constituted four committees at present:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Re-constitution of various committees with effect from 31.08.2024

Due to change in the independent directors as two of them were completing their term and retire from their office and two new Independent Directors are inducted into the Board to fulfil the requirements changes have been effected in the constitution of various committees: The committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently. The details of Re-constitution, and meetings of the committees is given in the Corporate Governance report as Annexure IV.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure- V for information of the Members.

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

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2024-2025, there were no complaints received by the Committee.

Number of Sexual Harassment Complaints received	Number of Sexual Harassment Complaints disposed off	Number of Sexual Harassment Complaints pending beyond 90 days.
0	0	0

27. MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT 1961:

During the year under review, there were no women employees who were on maternity leave or eligible for maternity benefits under the Maternity Benefit Act, 1961. As on the reporting date, the Company does not have any employees availing or eligible for maternity-related benefits. However, the Company remains fully compliant with all applicable provisions of the Act and is committed to supporting women employees through appropriate workplace policies and benefits as and when applicable.

28. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

29. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:

During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.

30. CREDIT RATING OF BORROWING:

Your Company has taken Credit Rating from ICRA Credit Rating Agency and recent Credit Rating was given as follows:

Details of Bank Limits Rated by ICRA (Rated on Long-Term Scale)	Amount (in Crores)	Previous Rating	Present Rating
Kotak Mahindra Bank – Cash Credit	35.00
Kotak Mahindra Bank – Guaranteed	2.42	[ICRA] BBB -	[ICRA] BBB (Stable)
Emergency Credit Line
Unallocated Limits	3.50
Total	40.92

31. RISK MANAGEMENT:

The Management has put in place an adequate and effective system and manpower for the purposes of risk management. The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking and inventory management. It has the best quality products and a vigorous marketing team that helps to mitigate risk relating to price fluctuation of finished goods.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

32. INTERNAL CONTROL SYSTEMS:

Your Company has implemented and maintained a comprehensive framework of internal financial controls and compliance mechanisms. Based on this framework—along with evaluations conducted by internal and statutory auditors, external consultants, and oversight by management and key Board committees including the Audit Committee—the Board believes that the Companys internal financial controls are adequate. The Company remains committed to continuously enhancing these controls to ensure they remain effective and well-aligned with the nature and scale of its business operations.

33. REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at www.udayjewellery.com

34. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, NONE of the employees are drawing a remuneration above the limits specified under the

Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 other than those mentioned in Annexure VI (b).

35. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr. Sanjay Kumar Sangi), Managing Director of the Company to the median remuneration of the employees is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2024-25.

36. HUMAN RESOURCES:

Your Company regards its workforce as a key asset and continually invests in talent acquisition, retention, and development. Various initiatives aimed at enhancing employee engagement and growth are actively being implemented. The Company emphasizes internal career advancement through job rotation and job enlargement, fostering a culture of growth and opportunity.

37. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the Annual report as Annexure VII. 38. PREVENTION OF INSIDER TRADING:

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at www.udayjewellery.com.

39. AUDITORS AND AUDITORS REPORTS: STATUTORY AUDITORS:

The Auditors, M/s Anant Rao & Malik, Chartered Accountants, Hyderabad, (Firm Regn No.- 006266S) appointed in the Annual General Meeting held on 29th September 2021 to hold office until the conclusion of the 27th Annual General Meeting of the Company to be held in the calendar year 2026. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer of the Auditors that may call for any explanation from the Directors. The declaration for unmodified Auditors

Report in accordance with Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 as amended by SEBI vide notification no. SEBI/ LAD-NRO/GN/2016-17/001 dated 25.05.2016 has been submitted to the Stock Exchanges.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, CS Arpita Dhar, Practicing Company Secretary, Shillong (COP No.- 24137) has been appointed as Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure I to this report. The Annual Secretarial Compliance report for the FY 2024-25 as per Regulation 24A of Listing Regulations as amended, issued by Shri Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad (COP No. 3479), is enclosed as Annexure-II to this report.

Annual Secretarial Compliance Report: A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from CS Ajay Suman Shrivastava, Practicing Company Secretary and placed on the website of the Company and Stock Exchanges.

COST AUDITORS

Your Company is not required to maintain cost records as specified under Section 148 of the Act and is not required to appoint Cost Auditors.

40. VIGIL MECHANISM:

The Whistle-blower Policy has been approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 (9)&(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations which provides for a vigil mechanism that provides adequate safeguards against victimization of persons who use such mechanism and encourages its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct. Further, the Whistle-blower Policy is available on the website of your company at www.udayjewellery.com.

41. SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

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

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

43. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

The Company has not given any guarantee or provided any security in connection with any loan to any other body corporate in accordance with Section 186 of the Companies Act, 2013.

44. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website www. udayjewellery.com The related party transactions during the year are in accordance with the approval of shareholders in Annual General Meeting held on 30th September, 2024. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of Companies Act, 2013 is disclosed in Form AOC-2 as

"Annexure-III " to this report.

45. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Your Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

The certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as

Annexure IV & IV A to this report.

The Chairman and Managing Director and Director of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17 (8) of SEBI (LODR) 2015 of the listing agreement pertaining to CEO certification for the financial year ended 31st March 2025.

The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

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

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to conservation of energy pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable as our business is not specified in the Schedule. However, the Company makes its best efforts to conserve energy in a more efficient and effective manner.

B. TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities. Hence, the information relating to technology absorption is NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Actual Foreign Exchange Earnings: Rs. 30,69,87,000 Foreign Exchange Outgo: Rs.7,82,901

47. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company continued to adhere third year in a row under the criteria of Corporate Social Responsibility ("CSR") pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VIII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the CSR Report. The Policy on CSR is available on the Companys website at www.udayjewellery.com

48. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

49. DIRECTORS RESPONSIBILITY STATEMENT:

Your directors would like to inform the members that the Audited Financial Statement for the financial year ended 31st March 2025 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations. These Financial Statements are audited by M/s Anant Rao & Malik, Chartered Accountants, and Statutory Auditors of the Company.

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors further confirm that: a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations 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 on 31st March 2025 and of the Profit and Loss 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the annual accounts on a going concern basis. e. The directors in the case of the listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively. f. The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

47. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

48. LISTING:

Your Companys equity shares are listed and traded on BSE limited. The Company has duly complied with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the amendments therein.

49. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

Uday Jewellery Industries Limited (UJIL) is undergoing a Scheme of Arrangement involving merger by absorption of Narbada Gems & Jewellery limited with UJIL under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The scheme has been approved by the Board of Directors on 16.09.2024 and filed first motion application on 29th April, 2025 before the Honble National Company Law Tribunal, Hyderabad Bench ("NCLT"). The Tribunal, by its order dated June 13, 2025 and July 02,2025 directed the convening of a meeting of the equity shareholders of UJIL to seek their approval for the proposed scheme.

Except the above no significant order was passed by the Regulators or Court or Tribunal.

50. ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES:

Uday Jewellery Industries Limited (UJIL) is committed to integrating sustainability and responsible business practices across all its operations. The Company recognizes the importance of Environmental, Social, and Governance (ESG) factors in long-term value creation for its stakeholders.

Environmental Initiatives

• UJIL continues to adopt eco-friendly practices across its manufacturing and business operations.

• Emphasis is placed on responsible sourcing of raw materials, especially conflict-free and ethically mined gemstones.

• Efforts are underway to minimize waste generation, reduce energy consumption, and promote the use of recycled materials wherever possible.

Social Initiatives

• The Company prioritizes the well-being, safety, and growth of its employees through continuous training and development programs.

• UJIL fosters an inclusive workplace culture and promotes diversity across all levels.

• It engages in community development through CSR initiatives focused on education, health, and empowerment, particularly in the regions where it operates.

Governance Practices

• UJIL upholds the highest standards of corporate governance and compliance with applicable laws and regulations.

• The Board of Directors comprises qualified professionals ensuring oversight, transparency, and accountability in decision-making.

• Policies on whistleblower protection, code of conduct, and prevention of insider trading are actively implemented and monitored.

51. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of Annual General Meeting of the Company including the Annual Report for FY2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

52. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors expresses its heartfelt appreciation to all employees for their unwavering dedication, teamwork, and valuable contributions throughout the year.

The Board also conveys its sincere thanks to the Companys bankers, suppliers, business associates, consultants, and various Government authorities for their continued support. The Directors are deeply grateful to the shareholders for their trust, encouragement, and confidence in the Company.

	On behalf of the Board of Directors
	Sd/-	Sd/-
	(Ritesh Kumar Sanghi)	(Sanjay Kumar Sanghi)
Date: 09.08.2025	Managing Director	Director
Place: Hyderabad	DIN: 00628033	DIN: 00629693