Veerkrupa Jewellers Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Boards Report is prepared based on the standalone financial statements of the company.

PARTICULAR	2024-25	2023-24
Total Income for the year	292,570,000	138,522,000
Operating & Administrative expenses	290,073,000	135,506,000
Profit/(Loss) Before Depreciation And Taxes	22,40,000	28,40,000
Less: Depreciation	2,57,000	1,76,000
Net Profit/(Loss) Before Tax	22,40,000	28,40,000
Less: Provision For Tax	3,50,000	5,00,000
Deferred Tax	0.00	0.00
Profit/(Loss) After Tax	19,92,000	24,36,000
EPS	0.02	0.31

2. OPERATION & REVIEW

Your Company posted a total income of Rs 292,570,000 in the financial year ended on 31st March 2025. Your Companies profit before tax for the year ended 31st March 2025 was recorded at Rs 22,40,000.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2025.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply to the company.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the financial year under review.

7. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

8. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is change in the Directors of the Company during the financial year under review.

S.No.	Name of Director /KMPs	Designation
1	Mr. Chirag Arvindbhai Shah	Managing Director
2	Mrs. Nehaben Chiragbhai Shah	Whole time Director
3	Mr. Prajapati Bharatkumarkhumaji	NonExecutive Director
4	Mrs. Geetaben Miteshkumar Prajapati	Non-Executive Independent Director
5	Mrs. Jalpaben Jalpeshbhai Panara	Non-Executive Independent Director

*RESIGNATION N APPOINTMENT

10. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Six (6) times on 01.05.2024, 30.5.2024, 05.09.2024, 24.10.2024, 11.12.2024, 23.01.2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

14. CHANGE IN CAPITAL STRUCTURE OF COMPANY

There has been no changes in the capital Structure of the company during the year.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year and the date of Directors Report.

16. STATUTORY AUDITORS

The Statutory Auditors, M/s. SHAH KARIA & ASSOCIATES (firm registration no. 131546W), Ahmedabad offer themselves for appointment as statutory auditors of the company at the ensuing Annual General Meeting from the conclusion of this 06 th Annual General Meeting [AGM] till the conclusion of 11 th AGM for a term of 5 years with no further need for ratification at every Annual General Meeting to be held during the said period

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under practicing Company Secretary have been appointed as Secretarial Auditor of the Company. For the year 2023-24 company is not in the criteria of secretarial Audit. Company listed on BSE SME portal on date 18 th of July, 2022.

18. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has complied with the provisions of section 186 of the Act with respect to loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments, which is mentioned in Notes to the Financial Statements of the Company.

21. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per Annexure - A.

22. PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

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

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at www.veerkrupajewellers.com

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

There were no complaints received, during the period under review

25. RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its growth are identified and addressed on timely basis. Report on Risk Management forms an integral part of this Annual Report.

26. WHISTLE BLOWER POLICY

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 behaviour. 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.

27. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on 23 rd January 2025, inter-alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting

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

A. CONSERVATION OF ENERGY:

I. The steps taken or impact on conservation of energy: Nil

II. The steps taken by the company for utilising alternate sources of energy: None

III. The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the - reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW.

29. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

a. Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares) vide resolution dated December 13, 2019.

The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Name	Designation	Category	No. of Meeting held During the Period
			Held	Attend
Geetaben Miteshkumar Prajapati	Member	Non - Executive Independent Director	4	4
Jalpaben Jalpeshbhai Panara	Chairman	Non - Execrutive Independent Director	4	4
Chirag Arvindbhai Shah	Member	Executive Director	4	4

*30.05.2024/ 05.09.2024/ 24.10.2024 / 23.01.2024

b. Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The policy of Nomination and remuneration committee is annexed herewith (Annexure B). The Nomination and Remuneration Committee comprises the following members:

Name	Designation	Category	No. of Meeting held During the Period
			Held	Attend
Geetaben Miteshkumar Prajapati	Member	Non - Executive Independent Director	1	1
Jalpaben Jalpeshbhai Panara	Chairman	Non - Executive Independent Director	1	1
Pinkeshkumar Jivanlal Shah	Member	Non-Executive Director	1	1

c. Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Companys equity shares) vide resolution dated December 13, 2019.

The constituted Stakeholders Relationship Committee comprises the following members

Name	Designation	Category	No. of Meeting held During the Period
			Held	Attend
Geetaben Miteshkumar Prajapat	Member	Non - Executive Independent Director	1	1
Jalpaben Jalpeshbhai Panara	Chairman	Non - Executive Independent Director	1	1
Nehaben Chiragbhai Shah	Member	Executive Director	1	1

d. Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013

Name	Designation	Category	No. of Meeting held During the Period
			Held	Attend
Jalpaben Jalpeshbhai Panara	Member	Non - Executive Director	1	1
Geetaben Miteshkumar Prajapat	Member	Non - Executive Independent Director	1	1
Nehaben Chiragbhai Shah	Chairman	Whole Time Director	1	1

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per Annexure - C

31. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME platform of BSE and not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores, hence Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.

32. LISTING

The Company has listed its shares on Bombay Stock Exchange on 18 th day of July, 2022. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

33. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

Place: Ahmedabad	BY ORDER OF THE BOARD OF DIRECTORS OF
Date: 05.09.2025	VEERKRUPA JEWELLERS LIMITED
	S/d	S/d
	Chirag A Shah	Nehaben C Shah
	Managing Director	Wholetime Director
	(DIN:08561827)	(DIN:08561828)