Utssav CZ Gold Jewels Ltd Directors Report

To,

The Members

Utssav CZ Gold Jewels Limited

Your directors are pleased in presenting their 18 th (Eighteenth) Directors Report on the business and operations of your Company for the financial year ended, 31 st March, 2025.

1.Performance of the Company:

The performance of your company during the year is as under:

Particulars	2024-25 (Rs. In Thousands)	2023-24 (Rs. In Thousands)
Sales and other Incomes	64,76,693	34,18,476
Expenditure	60,73,296	31,89,463
Profit / (Loss) before Depreciation and Interest	4,03,397	2,29,013
Finance Cost	61,917	51,396
Depreciation	11,208	5,905
Profit/ (Loss) Before Tax	3,30,272	1,71,712
Current Tax	79,902	42,451
Deferred Tax (Liability) / Asset	(229)	779
Profit for the Year	2,50,598	1,28,481

2. Brief description of the Companys working during the year:

(Rs. in Thousands)

The Company is engaged in the business of Jewellery made of precious metals and semi-precious stones.

The total revenue has increased from Rs. 34,18,476/- in the previous year to Rs. 64,76,693/- in the current year. The total expenses have also increased from Rs.32,46,764/- in the previous year to Rs.61,46,421/- in the current year. The Company has incurred a net profit before tax of Rs. 3,30,272/- in the current year as compared to a net profit before tax of Rs. 1,71,712/- in the previous year. The Board is continuingly trying to increase the turnover and profitability of the Company.

3. Change in the nature of business, if any:

There was no change in the nature of business of the Company done during the financial year.

4. Dividend:

Your directors are of the opinion that the company should retain the profits and plough it back in the business and hence Directors have not proposed any Dividend.

5. Reserves:

The Board has not transferred any sum to Capital Redemption Reserve or any other reserve during the financial year.

6. Change of Name:

The Company has not changed its name during the financial year.

7. Change in the registered office of the Company:

There was no change in the registered office of the Company during the financial year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

As on March 31, 2025, Your Company does not have any Subsidiary, holding Company, Joint Venture(s), and Associate Companies.

9. Share Capital:

During the year under consideration, the Company has made the allotment of Equity shares through Initial Public Offering, its capital structure and the authorized and paid-up share capital as on 31 st March 2025 stands as follow:

Authorized capital as on 1 st April 2024 was Rs. 24,90,00,000/- (Rupees Twenty-Four Crores Ninety Lacs Only) divided into 2,49,00,000 (Two Crores Forty-Nine Lacs) equity shares of Rs. 10/- each.

In the Extra Ordinary General Meeting dated 19 th May 2025, Authorized Capital of the Company increased to Rs.24,99,80,000 (Rupees Twenty-Four Crores Ninety-nine Lacs Eighty Thousand Only) Divided into 2,49,98,000 (Two Crores Forty-Nine Lacs Ninety-Eight Thousand) Equity Shares of Rs. 10/- (Rupees Ten only).

The paid-up share capital of the company is Rs.23,81,80,000/- (Rupees Twenty-Three Crores Eighty- One Lacs Eighty Thousand only) divided into 2,38,18,000 (Two Crores Thirty-Eight Lacs Eighteen Thousand Only) equity shares of Rs. 10/- each fully paid up for the year ending 31 st March 2025.

There were no shares issued with differential voting rights or issue of sweat equity or ESOP.

The Company has allotted 11,80,000 (Eleven Lakh Eighty Thousand) Compulsorily Convertible Warrants (Warrants) on 26th June, 2025 to the Promoter and other investors, with a right to apply for and be allotted equivalent number of Equity Shares of the Company, at any time within 18 (Eighteen) months from the date of allotment i.e. on or before 26th December, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

On 29th August 2025, the Company converted 3,30,000 (Three Lac Thirty Thousand) fully paid Warrants into 3,30,000 (Three Lac Thirty Thousand) fully paid Equity Shares of ?10/- each. The said allotment was made in compliance with the applicable provisions of the Companies Act, 2013, and SEBI (ICDR) Regulations, 2018 and other statutory requirements.

10. Directors and Key Managerial Personnel:

The Board of Directors of your company is duly constituted and As per provision of Section 149 of the Companies Act, 2023, the Company is having Two Independent Directors during the financial year under review.

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder, Mr. Hitesh Chhajed (DIN: 02134198) retires by rotation at the forth coming (18 th ) Annual General Meeting and being eligible, offers himself for re-appointment.

There was no appointment of Additional Director, Alternate Director and Director to fill casual vacancy during the financial year under review and there were no other changes in Directors by way of death or disqualification.

Following Directors Constitute Board including Changes if any during the year:

Sr. No	DIN/PAN	Name	Appoint ment/ Reappoint ment	Designation/Change in Designation	Resignation
1	2134198	Hitesh Jagdish Chhajed	11-03-2024	Non-Executive NonIndependent Director	N.A.
2	1824609	Shashank Bhawarlal Jagawat	01-04-2023	Whole Time Director	N.A.
3	1843846	Pankajkumar Hasti- mal Jagawat	01-04-2023	Managing Director	N.A.
5	10068195	Sunil Agarwal	30-09-2023	Independent Director	N.A.
7	10377847	Ishika Bansal	08-03-2024	Independent Director	N.A.
8	AEWPJ3180L	Rakesh Jagawat	02-09-2023	Chief Financial Officer (CFO)	N.A.
9	BMVPJ0967R	Rachana Jajoo	05-01-2024	Company Secretary and Compliance Officer	N.A.
10	AECPG9257P	Harpreet Singh Guleria	01-04-2024	Chief Executive Officer	N.A.

11. Board Evaluation:

As part of good Corporate Governance, evaluation was carried out by the directors of the Company.

12. Declaration By Independent Directors:

During the year under review declaration from independent director was received by the Company. Statement was given by the Board regarding the opinion of the Board with regard to integrity, expertise and experience of the Independent directors.

13. Meetings:

During the year 16 (Sixteen) Board Meetings were convened on 01/04/2024, 18/04/2024, 30/04/2024, 18/05/2025, 22/07/2024, 05/08/2024, 28/08/2024, 20/09/2024, 24/09/2024, 09/11/2024, 13/11/2024, 26/11/2024, 21/12/2024, 06/03/2025, 17/03/2025 and 25/03/2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 2 (Two) General Meeting of the Members were convened during the year 2024-2025.

1 (One) Extra ordinary General Meeting was convened of the members on 02 nd April 2024 and 1 (One) Annual General Meeting was convened of the members on 30 th September, 2024 for the F.Y. 2023-24 during the year 2024-2025.

Name of the Director	Board Meetings Attended during the year	Member Meeting Attended During the Year	Names of the other Companies in which a person is a Director
Hitesh Jagdish Chhajed	16/16	02/02	-
Shashank Bha- warlal Jagawat	16/16	02/02	Shanti Gold International Limited
Pankajkumar Hastimal Jagawat	16/16	02/02	Shanti Gold International Limited.
			Shanti Gold & Diamond Jewellery Private Limited.
			Brahammand Jewellery Private Limited.
			Uzuri Jewels Private Limited
			Dhakubai Hastimalji Jagawat Foundation
Sunil Agarwal	16/16	02/02	Kisan Mouldings Limited Ullu Digital Limited
Ishika Bansal	16/16	02/02	Hindustan Laboratories Limited

14. Audit Committee:

The Board has constituted Audit Committee.

The constitution of the Audit Committee during the year under review and as on 31/03/2025 was as under:

Sr. No.	Name	Designation
1	Mr. Sunil Agarwal	Independent Director	Chairman
2	Ms. Ishika Bansal	Independent Director	Member
3	Mr. Pankajkumar Jagawat	Managing Director	Member

The Audit Committee met 4 (Four) times during the financial year under review. All the recommendation made by the Audit Committee during the year under review was accepted by the Board.

15. Nomination And Remuneration Committee:

The Board has constituted Nomination & Remuneration Committee.

The constitution of the Nomination & Remuneration Committee during the year under review and as on 31/03/2025 was as under.

Sr. No. Name	Designation
1 Mr. Sunil Agarwal	Independent Director	Chairman
2 Ms. Ishika Bansal	Independent Director	Member
3 Mr. Hitesh Chhajed	Non-Executive non-Independent Director	Member

The Nomination and Remuneration Committee met 4 (Four) times during the year under review.

16. Nomination And Remuneration Policy:

The Company has in place a Nomination and Remuneration Policy as per the Companies Act, 2013.

Salient Feature of Policy.

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal.

b. To lay down criteria to carry out evaluation of every Directors Performance.

c. To formulate criteria for determining qualification, positive attributes and Independent

Director.

d. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long-term growth and success of the Company.

17. Corporate Social Responsibility Committee:

The Board has constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee during the year under review and as on 31/03/2025 was as under.

Sr. No.	Name	Designation
1	Mr. Shashank Jagawat	Whole Time Director	Chairman
2	Mr. Hitesh Chhajed	Non-Executive non-Independent Director	Member
3	Mr. Sunil Agarwal	Independent Director	Member

The Corporate Social Responsibility Committee met 4 (Four) times during the year under review.

18. Stakeholder Relationship Committee:

The Board has constituted Stakeholder Relationship Committee.

The constitution of the Stakeholder Relationship Committee during the year under review and as on 31/03/2025 was as under.

Sr. No.	Name	Designation
1	Mr. Hitesh Chhajed	Non-Executive non-Independent Director	Chairman
2	Mr. Sunil Agarwal	Independent Director	Member
3	Ms. Ishika Bansal	Independent Director	Member

The Stakeholder Relationship Committee met 4 (Four) times during the year under review.

19. Auditors:

The members of the Company had, at the Annual General Meeting (AGM) held on 30/09/2023 approved the appointment of M/s Jain V. & Co., Chartered Accountants (Firm Registration No. 116306W) as the statutory Auditors of the Company, to hold the office from the conclusion of that AGM until the conclusion of the 6 th AGM held thereafter, i.e AGM to be held for F.Y. 31 st March 2028 subject to ratification by the shareholders at every Annual General Meeting. Accordingly, the appointment of M/s. Jain V. & Co., Chartered Accountants, Mumbai, is being eligible, offer themselves for ratification of their appointment for a period of 1 year from the conclusion of this Annual General Meeting till the conclusion of next AGM.

20. Auditors Report:

The Auditors Report does not contain any qualification. The Auditors report does not contain any information in relation to fraud. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

21. Secretarial Auditors Report:

The Secretarial Auditors Report does not contain any qualification. The Annual Secretarial Audit Report (MR 3) is attached as Annexure A to this Board Report.

22. Disclosure about Cost Audit and Cost Auditors:

a. Cost Audit: As per the provisions of section 148 of the Companies Act, 2013 read with the pro Audit Orders, Cost Audit is not applicable to the Companys products/ business for the current financial year.

b. Cost Records: The provisions of Cost Record are not applicable to the Company; thus, Company is not required to maintain proper records and account of the same as required under the Companies Act, 2013.

23. Adequacy of Internal Financial Control:

Provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder, pertaining to appointment of Internal Auditor are applicable to the Company and Company is having M/s. Sukhwal & Associates Chartered Accountant (Firm Registration No. 154467W) as internal Auditor of the Company.

Provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder The Company has put in place adequate systems of internal controls commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies.

24. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns is applicable to your Company.

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct without fear of any retaliation. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report violations to the Chairman of the Audit Committee. There was no instance of denial of access to the Audit Committee during the year. The Vigil Mechanism and Whistle-Blower Policy is available on the website of the Company.

25. Risk management policy:

The Management has put in place adequate and effective system and manpower for the purposes of Risk Management. The Company has a system-based approach to business risk management backed by strong internal control systems.

The Board of Directors of your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company has management systems, organizational structures, processes, standards, codes, reporting and behaviors which are periodically reviewed that strengthen the risk management and internal control.

26. Annual Return:

a. Extract of Annual Return:

As per Notification dated August 28, 2020, the above provision has been omitted.

b. Web Link of Annual Return, if any:

The Company is having website i.e. The link of uploading of form MGT-7 on the website can be provided.

27. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Company was listed on NSE Emerge platform effective from 7 th August 2024 and raised Amount Rs. 69,49,80,000 through IPO.

During the Financial year Company made a Private Placement of 7,00,000 Equity shares on 18 th April 2024.

The Company has allotted 11,80,000 (Eleven Lacs Eighty Thousand) Compulsorily Convertible Warrants (Warrants) on 26th June, 2025 to the Promoter and other investors, with a right to apply for and be allotted equivalent number of Equity Shares of the Company, at any time within 18 (eighteen) months from the date of allotment i.e. on or before 26th December, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

On 29th August 2025, the Company converted 3,30,000 (Three Lacs Thirty Thousand) fully paid Warrants into 3,30,000 (Three Lacs Thirty Thousand) fully paid Equity Shares of ?10/- each. The said allotment was made in compliance with the applicable provisions of the Companies Act, 2013, and SEBI (ICDR) Regulations, 2018 and other statutory requirements.

Other than the above, No other material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

28. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

29. Public Deposits:

The Company has not accepted any deposits from the public during the period, under review.

30. Particulars of loans, guarantees or investments under section 186:

The Company has given corporate guarantees pursuant to section 186 of the Act, 2013 during the financial year under review. The detail of guarantees is disclosed in the Note to the Financial Statements of the Company.

31. Particulars of contracts or arrangements with related parties under section 188:

All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year ended on 31.03.2025 were in the ordinary course of business and arms length basis were reviewed and approved by the Audit Committee and Board of Directors of the Company.

All the transactions entered into during the financial year under review as required to be given in the Form No. AOC-2, have been provided in an Annexure B which forms part of this Report.

32. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company does have 17 (Seventeen) female employees. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy.

(a) Reporting on Sexual Harassment Complaints:

• Number of sexual harassment complaints received during the year - NIL

• Number of sexual harassment complaints disposed off during the year - NIL

• Number of cases pending for a period exceeding ninety days - NIL

(b) Statement on Maternity Benefit Compliance: The Company did have 17 (Seventeen) female employees during the year. However, the Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy: The particulars regarding conservation of energy are not applicable to the Company.

(b) Technology absorption: The Company continuously undertakes Research and Development activities for introduction of new products and development in manufacturing processes for improvement in productivity and efficiency. During the year there has been no purchase or adoption of technology

(i)	the efforts made towards technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	NA
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
	(a) the details of technology imported	NIL
	(b) the year of import;	NIL
	(c) whether the technology been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA

(c) Research and Development

The company has incurred the following expenses on research and development during the financial year:

Capital expenditure on research and development	Rs. NIL
Recurring expenditure on research and development	Rs. NIL
Expenditure on research and development	Rs. NIL

(d) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used and the total foreign exchange earned is as follows:

	2024-2025	2023-2024
Particulars	Amount Rs. in Thousand	Amount Rs. in Thousand
Exports at FOB	1,19,982.06	1,59,744.69
Foreign Exchange Outgo:
a) Purchases & Services at CIF
b) For Capital Goods	6925.87	164.96
c) Expenses (Exchange amount only)

34. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the company from Financial Year 2024-25. A Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure- C attached to this Report.

35. Corporate Governance:

Since the Companys securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

36. Safety, Health And Environment Safety:

Health and Safety-

The Company is committed to promoting the health and safety of its employees. Regular health checkup of the employees is carried by the Company during the year. Various training programs are conducted at the sites on health and safety issues including emergency preparedness, work safety, first-aid, etc.

Environment-

The Company continuously endeavors to improve on environmental management and through all activities demonstrate its commitment to protecting the environment.

37. Human Resources:

Your Company treats its human resources as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

No employee draws a salary to the extent as required to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an Annexure - D to this Report.

39. Directors Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(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 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

40. Transfer of Amounts to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year.

41. Compliance with Secretarial Standards:

The Company complies with all mandatory secretarial standards as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provision/s of the Companies Act, 2013

42. Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

43. Registrar And Transfer Agent:

The Company has appointed Big share Services Private Limited as its Registrar and Transfer Agent w.e.f. 05 th March 2019.

44. Depository:

The Company has appointed Central Depository Services (India) Limited and National Securities Depository Limited as its Depositories.

45. Application/ Any Proceeding Pending Under the Insolvency and Bankruptcy Code,2016:

No application has been made or any proceeding is pending under the IBC, 2016. Hence this clause is not applicable.

46. Details of Differences Between Amount of the Valuation Done at The Time of One Time Settlement and The Valuation Done While Taking Loan From Banks Or Financial Institutions Alongwith the Reasons Thereof:

The Company has not done any one-time settlement during the year under review hence no disclosure is required.

47. Industrial Relations:

Overall business relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

48. Liquidity:

The Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

49. 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 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software/s.

50. 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 Mr. Pankajkumar Jagawat, Managing Director as the Designated person in a Board meeting.

51. Acknowledgements:

The Board of Directors takes this opportunity to thank our customer, vendors, bankers, auditors and other business partner/ associates for their continued support and encouragement in the companys growth.

The Board wishes to place on record its appreciation to all sections of employees for their hard work, solidarity, co-operation, support and looks forward to their continued support in the future.

For and on behalf of the Board of Directors
For Utssav CZ Gold Jewels Limited
Sd/-
Pankajkumar Hastimal Jagawat
Managing Director
DIN:01843846
Date: 06 th September,2025
Place: Mumbai