Utssav CZ Gold Jewels Ltd Directors Report

To, The Members

UTSSAV CZ GOLD JEWELS LIMITED

Your Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.

1. Performance of the Company:

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

Particulars	2023-24 (Rs. In 000s)	2022-23 (Rs. In 000s]
Sales and other Incomes	3418476	2397152
Expenditure	3189463	2258300
Profit / [Loss] before Depreciation and Interest	229013	138852
Finance Cost	51396	37219
Depreciation	5905	5537
Profit/ [Loss] Before Tax	171712	96096
Current Tax	42451	25520
Deferred Tax [Liability] / Asset	779	[920]
Profit for the Year	128481	71496

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

The Company is engaged in the business of Jewellery made of precious metals and semiprecious stones. Your company has booked gross operational revenue of Rs. 34,18,476[Rs. in thousands] during the Current year 2023-2024 under review as against Rs. 23,97,152 [Rs. in thousands] In the previous year. The Companys Current year profit before tax is Rs. 1,71,712 [Rs. in thousands] as against Rs. 96,096[Rs. in thousands] in the previous financial year.

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:

Company made allotment of Bonus equity shares to the shareholders of the Company from the reserves of the company.

6. Change of Name:

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

7. Subsidiaries. Toint Ventures and Associate Companies

As on March 31, 2024, Your Company does not have any Subsidiary, Joint Venture(s], and Associate Companies.

8. Share Capital:

Authorized capital as on 1^st April 2023 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each.

During the year Company increased the Authorized capital by 1,99,00,000 Equity shares to

50.00. 000 Equity shares making total 2,49,00,000 Equity shares as authorised capital of the Company as per Extra Ordinary General Meeting held on 9^th March 2024.

Present Authorized Share Capital of the Company as on signing of this report is Rs.

24.90.00. 000/- divided into 2,49,00,000 equity shares of Rs. 10/- each.

The paid-up share capital of the company is Rs.16,80,00,000/- divided into 1,68,00,000 equity shares of Rs. 10/- each fully paid up for the year ending 31^st March 2024.

1.26.00. 000 Equity Shares (Bonus shares] allotted by the Company during the year 202324.

7.00. 000 Equity Shares (Private Placement] allotted by the Company on 18^th April 2024.

63,18,000 Equity Shares (Initial Public Offering] through IPO allotted by the Company on 05^th August 2024.

Present the Paid up share capital of the Company is Rs. 23,81,80,000/- divided into 23818000 equity shares of Rs. 10 each fully paid up after the Bonus, Private placement and Initial Public Offering allotment.

9. Directors and Kev 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 appointed 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. Shashank Jagawat (DIN: 01824609] retires by rotation at the forth coming (17^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.

Mr. Harpreet Singh Guleria appointed as CEO (Chief Executive Officer] of the Company with effect from 1^st April 2024

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

Sr DIN No	Name	Appointment/Reappointment	Designation/Change in Designation	Resignation
02134198 1.	Hitesh Jagdish Chhajed	11/03/2024	Non-Executive Non Independent Director	N.A.
01824609 2.	Shashank Bhawarlal Jagawat	01/04/2023	Whole Time Director	N.A.
01843846 3.	Pankajkumar Hastimal Jagawat	01/04/2023	Managing Director	N.A.
10068195 4.	Sunil Agarwal	02/09/2023	Additional Independent Director	N.A.
5. 10068195	Sunil Agarwal	30/09/2023	Independent Director	N.A.
, 10377847 6.	Ishika Bansal	06/12/2023	Additional Independent Director	N.A.
7. 10377847	Ishika Bansal	08/03/2024	Independent Director	N.A.
PAN 8. AEWPJ318 OL	Rakesh Jagawat	02/09/2023	Chief Financial Officer (CFO)	N.A.
PAN 9. BMVPJ096 7R	Rachana Jajoo	05/01/2024	Company Secretary and Compliance Officer	N.A.

10. Board Evaluation

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

11. Declaration By Independent Directors

During the year under review Independent Directors were appointed. 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.

12. Meetings:

Duringthe year 15 (Fifteen) Board Meetings were convened on 04/04/2023, 30/06/2023, 02/09/2023, 02/09/2023, 04/09/2023, 29/09/2023, 23/10/2023, 06/12/2023, 04/01/2024, 05/01/2024, 09/02/2024, 16/02/2024, 07/03/2024, 11/03/2024 and 15/03/2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. One General Meeting of the Members was convened on 30^th September, 2023 for the F.Y. 2022-23 and Two Extra ordinary General Meeting were convened on 08^th March 2024 and 09^th March 2024.

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	15/15	3/3
Shashank Bhawarlal Jagawat	15/15	3/3	Shanti Gold International Limited
Pankajkumar Hastimal Jagawat	15/15	3/3	Shanti Gold International Limited. Shanti Gold & Diamond Jewellery Private Limited. Brahammand Jewellery Private Limited. Uzuri Jewels Private Limited
Sunil Agarwal	5/15	3/3	Kisan Mouldings Limited Ullu Digital Limited Filatex Fashions Limited
Ishika Ban sal	5/15	2/2	Hindustan Laboratories Limited

13. Audit Committee

The Board has constituted Audit Committee.

The constitution of the Audit Committee during the year under review and as on 31/03/2024 was as under:

Sr. Name No.	Designation
1 Mr Pankajkumar Hastimal Jagawat	Managing Director	Chairman
2 Mr. Shashank Bhawarlal Jagawat	Whole Time Director	Member
3 Mr. Hitesh Jagdish Chhajed	Director	Member

The constitution of the Audit Committee at the time of signing the Report is as under:

Sr. 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.

The details of Audit Committee Meetings are given below:

Date of Audit Committee Meeting	No. of Member Present
1 04/04/2023	3
2 02/09/2023	3
3 15/12/2023	3
4 22/03/2024	3

14. 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 31/03/2024 was as under.

Name	Designation
1 Mr Pankajkumar Hastimal Jagawat	Managing Director	Chairman
2 Mr. Shashank Bhawarlal Jagawat	Whole Time Director	Member
3 Mr. Hitesh Jagdish Chhajed	Director	Member

The constitution of the Nomination and Remuneration Committee at the time of signing the

Report is as under:

Name	Designation
1 Mr. Sunil Agarwal	Independent Director	Chairman
2 Ms. Ishika Bansal	Independent Director	Member
3 Mr. Hitesh Chhajed	Non-Executive Independent Director	non- Member

The Nomination and Remuneration Committee met 4 [four] times during the year under review.

Date of NRC Committee Meeting	No. of Member Present
1. 04/04/2023	3
2. 02/09/2023	3
3. 15/12/2023	3
4. 22/03/2024	3

15. 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.

16. 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 5^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 [AGM] till the conclusion of next AGM.

17. Auditors Report:

The Auditors Report contain a remark that the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31,2024 which did not have a feature of recording audit trail (edit log] facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Hence, we are unable to comment on audit trail feature of the said software.

Directors reply: Company has started the recording of audit trail (edit log) for the transactions.

18. Secretarial Auditors Report:

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

19. Disclosure about Cost Audit and Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder pertaining to appointment of Cost Auditors are not applicable for the period under review and hence this point is not applicable.

20. Adequacy Of Internal Financial Control:

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.

21. 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 WhistleBlower Policy is available on the website of the Company.

22. 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.

23. Extract of Annual Return:

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

24. Web Link of Annual Return, if any:

The Company is having website i.e., https: /www.utssaviewels.com/.The link of uploading of form MGT-7 on the website can be provided.

2 5. Material changes and commitments, if anv. 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.

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.

26. Details of significant and material orders passed hv 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.

27. Public Deposits:

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

2 8. 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.

29. 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 31.03.2024 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 A which forms part of this Report.

30.Obligation of Company Under the Sexual Harassment of Women At Workplace fPrevention. Prohibition And Redressafl Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment ofWomen 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.

Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has appointed a representative for implementation of said policy. During the year Company has not received any complaint of harassment. During the year Company has not received any complaint of harassment and there are no complaints pending at the disposal of the Company.

31. 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 the manufacturing processes for improvement in productivity and efficiency. During the year there has been no purchase or adoption of technology

the efforts made towards technology absorption	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution	NA
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 :

	2023-2024	2022-2023
Particulars	Amount Rs.	Amount Rs.
Exports at FOB	15,97,44,692.61	4,91,09,733.38
Foreign Exchange Outgo:
a) Purchases & Services at CIF		—
b) For Capital Goods		77,89,000.00
c) Expenses (Exchange amount only)

3 2. Corporate Social Responsibility (CSR1:

As on signing of this report Company has transferred their unspent CSR funds to Ganga Protection Fund.

33. 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.

34. 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.

3 5. 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.

3 6. Transfer of Amounts to Investor Education and Protection Fund:

As per provisions of Section 125 of the Companies Act, 2013, during the year under review there was no unpaid or unclaimed dividend that was required to be transferred to unpaid dividend account.

37. Secretarial Standards:

Your Company complies with all mandatory secretarial standards issued by Institute of Company Secretaries of India (ICSI).

38. 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.

39. Registrar And Transfer Agent:

The Company has appointed Big share Services Private Limited as its Registrar and Transfer Agent w.e.f. 05/03/2019.

40. Depository:

The Company has appointed Central Depository Services (India) Limited as its Depository w.e.f. 05/ 03/2019.

41. Application/ Any Proceeding Pending Under The Insolvency And Bankruptcy Code.2016:

Neither any application was made nor any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year under the review.

42. Details Of Differences Between Amount Of The Valuation Done At The Time Of One Time Settlement And The Valuation Done While Taking Loan From Ranks 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.

43. 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.

44. 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: 28/08/2024

Place: Mumbai