Directors Report of Gautam Gems Ltd.

Mar 31, 2025

The Directors are pleased to present their report along with the audited financial statements of
Gautam Gems Limited for the financial year ended March 31, 2025.

This report outlines the business performance and operational highlights of the Company for
the year under review, along with a summary of the financial results.

1. FINANCIAL RESULTS

The audited financial statements of the Company for the year ended March 31, 2025, have
been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and
the provisions of the Companies Act, 2013. A summary of the key financial highlights is
presented below:

Particulars	FY 2024-25	FY 2023—24
Revenue from operations	7,834.01	10,134.08
Other income	16.49	24.44
Total revenue	7,850.50	10,158.52
Total expenditure before finance cost and depreciation	7,768.16	10,061.98
Profit before finance cost, depreciation, exceptional items and tax	82.34	96.54
Less: Finance costs	33.32	34.77
Profit before depreciation, exceptional items and tax	49.02	61.77
Less: Depreciation and amortisation expenses	6.69	9.51
Profit before exceptional items and tax	42.33	52.26
Add/(Less): Exceptional items	-	-
Profit before tax	42.33 ^	52.26
Less: Tax expense - Current	9.00	9.00
Less: Tax expense - Deferred	4.91	5.00
(A) Profit after tax	28.42	38.26
(B) Total other comprehensive income	-	-
(C) Total comprehensive income for the period [A B]	28.42	38.26

Performance Highlights

The financial year 2024-25 marked a challenging but strategically steady period for Gautam
Gems. The Company delivered a profitable performance despite a contraction in revenue and
continued cost pressures within the diamond and gemstone industry.

Revenue Performance

Total revenue for the year stood at ?7,850.50 lakhs as against ?10,158.52 lakhs in FY 2023¬
24, registering a decline. This drop was primarily attributable to lower sales volumes due to
subdued demand and currency volatility. The Revenue from Operations itself declined from
U0,134.08 lakhs to ?7,834.01 lakhs. "

Cost Efficiency and Operating Margins

The Company focused on controlling its operating costs. The total expenditure before finance
cost and depreciation

2024-25, reflecting a 22.8% reduction. This decline is in line with the revenue drop, indicating
cost efficiency was maintained proportionally.

• Operating Profit declined marginally by 14.7%, from ?96.54 lakhs to ?82.34 lakhs.

• The Operating Margin improved to 1.05% of total revenue in FY 2024-25, up from
0.95% in FY 2023—24, reflecting better inventory and procurement management.

Finance Costs and Depreciation

Finance costs remained consistent at ?33.32 lakhs (?34.77 lakhs in Preceding year), showing
controlled debt levels and efficient working capital deployment. Depreciation and amortization
decreased by 29.7%,

Profitability and Taxation

• Profit before Tax (PBT) 24.

• Tax expenses (current and deferred) totaled ^13.91 lakhs in FY 2024-25, compared
to ?14.00 lakhs in the previous year, aligned with the decline in taxable income.

• Net Profit (PAT) '' .

Despite the drop, the Net Profit Margin remained relatively stable at 0.36% (0.38% in FY
2023-24), demonstrating that the core business continues to be viable and efficiently run, even
in a low-revenue year.

Earnings Per Share (EPS)

The EPS (Basic and Diluted) stood at ?0.07, down from ?0.09 in FY 2023-24, reflecting the
drop in net earnings.

Key Observations

• The Company managed to reduce costs almost in proportion to revenue, helping protect
operating margins.

• Inventory efficiency (as seen in the positive inventory change of ?203.61 lakhs)
contributed significantly to maintaining cash flows and cost of goods sold.

• The absence of any exceptional or extraordinary items indicates a stable, recurring
business model with no one-off gains or losses.

While the revenue decline reflected broader industry and macroeconomic headwinds, Gautam
Gems succeeded in preserving profitability through stringent cost control and operational

agility. With a strong capital structure, no exceptional liabilities, and prudent financial
management, the Company is positioned to respond effectively as market conditions improve.

2. DIVIDEND

After careful consideration of the Company''s financial requirements to support its future
growth plans, strengthen its economic foundation, and ensure the creation of long-term value
for its investors, the Board of Directors has determined that it is in the best interest of the
Company to retain earnings. As such, the Board has decided not to recommend the declaration
of any dividend for the financial year ended 31st March 2025, prioritizing the allocation of
resources for strategic development and sustainable growth.

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

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refun

relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

However, during the period under review, the Company did not have any unpaid or unclaimed
dividend; hence, no amount was required to be transferred to the IEPF.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 and applicable accounting standards,
the Board of Directors has resolved to retain the entire profit for the financial year 2024-25 in
retained earnings. No appropriation has been made to any specific reserve during the year under
review.

5. CHANGE IN THE NATURE OF BUSINESS

The Company has continued to operate in the same line of business during the financial year
under review. There has been no change in the nature of its business activities.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company’s Board has total 5 (Five) members comprising of Two
Executive Director including one Women Director and three Independent Directors. The
details of Board and Committee composition, tenure of directors, and other details are available
in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core
skills, expertise and competencies of the Directors in the context of the Company’s business
for effective functioning. The key skills, expertise and core competencies of the Board of
Directors are detailed in the Corporate Governance Report, which forms part of this Annual
Report.

Changes in Directors and Key Managerial Personnel

During the financial year under review, the following changes took place in the composition
of the Board of Directors and Key Managerial Personnel of the Company:

Re-appointment of Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on 2nd May 2024, approved the re-appointment of Mr. Gautam
Pravinchandra Sheth (DIN: 06748854) as Managing Director of the Company for a period of
five consecutive years. The said re-appointment was subsequently approved by the
shareholders at the Extraordinary General Meeting held on 25th May 2024.

Re-appointment of Whole- Time Director

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board
of Directors, in its meeting held on 2nd May 2024, resolved to continue the engagement of
Mrs. Nidhi Gautam Sheth (DIN: 06748877) as a Whole-Time Director for a further period of
five consecutive years. This decision received the consent of the shareholders through a
resolution passed at the Extraordinary General Meeting held on 25th May 2024.

Re- appointment of Independent Directors

Mr. Pravin Manilal Parekh (DIN: 07919428) was nominated by the Nomination and
Remuneration Committee for continuation as an Independent Director. The Members, in its
meeting held on 25^th May 2024, endorsed his appointment for a term of three consecutive years,
up to 24th August 2027.

Mr. Harshit Hasmukhbhai Vadecha (DIN: 08463595) was recommended for an additional
tenure as an Independent Director by the Nomination and Remuneration Committee. Acting
on this recommendation, the Members in their Extraordinary General Meeting in their Meeting
held on 25^th May, 2024 granted their approval to appoint for a period of five consecutive years,
commencing from 25th May 2024.

During the Year under Review, the Board had, based on the recommendation of the

-appointed Mr. Pakash Nanalal Mehta
(DIN: 07919440), as an Independent Director of the Company for a term of three consecutive
years, which was subsequently approved by the members of the Company, in their Extra
Ordinary Meeting held on 25th May 2024 Subsequently, Mr. Mehta tendered his resignation
with effect from 24th September 2024, owing to other professional commitments. The Board
acknowledges and places on record its sincere appreciation for the valuable contributions made
by him during his tenure

Re-appointment - retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and Article of Association of
the Company, Mr. Gautam Pravinchandra Sheth (DIN: 6748854) is liable to retire by rotation
at the forthcoming Annual General Meeting and, being eligible, has offered himself for re¬
appointment.

A resolution seeking approval of the members for his re-appointment along with the disclosures
required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards on General Meeting (‘SS-2’) are given in to Notice of AGM, forming part of the
Annual Report.

Resignation of Executive Director

During the financial year under review, Kanchanben Pravinbhai Sheth (DIN: 06748900),
Executive Director of the Company resigned from the Board of Directors of the Company with
effect from 24th September 2024 due to unavoidable circumstances. The Board places on
record her appreciation for the valuable contributions made by Mrs. Sheth during his tenure as
a Director of the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following
individuals hold the position of Key Managerial Personnel (KMP) of the Company as on 31^st
March, 2025:

Sr. No	Name of KMP	Position
1	Mr. Gautam Pravinchandra Sheth	Managing Director#
2	Mr. Dishant Daxeshbhai Jagad	Chief Financial Officer
3	Ms. Krina Thakkar	Company Secretary and Compliance Officer*

#Re- Appointed w.e.f 24^th May, 2024

*During the financial year under review, Mr. Anil Modhavadiya tendered his resignation from
the position of Company Secretary and Compliance Officer, which became effective on 14th
August 2024. The Board places on record his sincere appreciation for his services and
contributions to the Company. Subsequently, Ms. Krina Thakkar was appointed as the
Company Secretary and Compliance Officer with effect from 28th November 2024.

Except for the aforementioned appointments and resignations, there were no further changes
in the Key Managerial Personnel during the financial year under review.

Declaration from Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Company
has received declarations from all its Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further, as required under Regulation 25(8) of the SEBI Listing Regulations, all Independent
Directors have confirmed that they are not aware of any circumstance or situation which exists
or is reasonably anticipated, that could impair or impact their ability to discharge their duties
independently and objectively, without any external influence.

In the opinion of the Board, the Independent Directors of the Company possess the integrity,
expertise, and experience required to effectively discharge their duties and responsibilities. The
Board further affirms that all Independent Directors fulfil the conditions specified under the
Companies Act, 2013, applicable SEBI regulations, and are independent of the management.

7. NUMBER OF BOARD MEETINGS

To ensure sound governance and effective oversight, the Board of Directors met 10 (Ten) times
during the financial year under Review. All meetings were held in compliance with the
statutory gap of not more than 120 days between two Meetings, as required under applicable
laws. Further disclosures on meeting dates and participation by Directors are included in the
Corporate Governance Report attached to this Annual Report.

8. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted various Committees to facilitate focused oversight of key functions
and to ensure effective governance in accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Committees are generally scheduled on the same day as the Board meetings or
as and when deemed necessary. The composition of the Committees, terms of reference,
number of meetings held during the year under review, and attendance of the Members are
disclosed in detail in the Corporate Governance Report, which forms an integral part of this
Annual Report for the financial year 2024-25.

As on March 31, 2025, the Board has constituted the following statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

All recommendations made by the Audit Committee during the financial year were accepted
by the Board without any modifications.

9. INDEPENDENT DIRECTORS’ MEETING

A separate meeting of the Independent Directors of the Company was held on November 28,
2024, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The meeting was conducted
without the presence of Non-Independent Directors, members of the management. During the
meeting, the Independent Directors reviewed the performance of the Board as a whole, its
Committees and the Non-Independent Directors. They also evaluated the performance of the
Chairperson, in his absence, based on the views and feedback received from the Executive and
Non-Executive Directors. Further, the Independent Directors assessed the adequacy,
timeliness, and quality of the flow of information between the management and the Board,
which is essential for effective decision-making and governance.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, the
Company has implemented a structured Familiarisation Programme for its Directors, including
Independent Directors.

The programme is designed to provide comprehensive insights into the Company’s operations,
business model, industry landscape, regulatory environment and the roles and responsibilities
of Directors. It aims to facilitate active and informed participation in Board discussions and
decision-making processes.

The Familiarisation Programme includes:

• Induction sessions for newly appointed Directors covering key aspects of the
Company such as business operations, group structure, Board constitution and
governance framework.

• Regular updates during Board and Committee meetings on important developments
including changes in the regulatory landscape, macroeconomic trends, corporate
governance practices and risk management initiatives.

• Access to key documents and policies, including the Code of Conduct, internal
governance policies, and statutory guidelines to ensure clarity on the duties and
responsibilities of Directors.

The Company believes that regular familiarisation and ongoing engagement enable Directors
to effectively discharge their responsibilities and contribute towards the Company’s long-term
success and stakeholder value creation.

Details of the Familiarisation Programme for Independent Directors are available on the
Company’s website under the ‘Investor’ section at Codes, Policies & Others.

In the opinion of the Board, the Independent Directors of the Company possess the necessary
integrity, expertise, and experience relevant to the business and industry in which the Company
operates.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board carried out the annual evaluation of its
own performance, that of its Committees and individual Directors, including the Chairperson.
The evaluation process was conducted through a structured framework, taking into account
various aspects such as the composition and structure of the Board and its Committees,
effectiveness of the Board processes, the level of engagement and participation of Directors,
quality and timeliness of information shared with the Board, and overall governance practices.

Inputs were obtained from all Directors through individual feedback and one-on-one
interactions. The Chairperson of the Board held separate discussions with the Independent
Directors, while the Chairperson of the Nomination and Remuneration Committee engaged
individually with Executive and Non-Executive, Non-Independent Directors to gather insights
on Board dynamics and functioning. The Independent Directors also convened separately to
evaluate the performance of the Non-Independent Directors, the Board as a whole, and the
Chairperson, in his absence, based on feedback received from other Directors.

Further, the performance of individual Directors was reviewed by the Board and the
Nomination and Remuneration Committee based on defined parameters, including
preparedness for meetings, meaningful participation, independent judgment, and overall
contribution to Board and Committee deliberations. The evaluation results and
recommendations were deliberated upon at the meetings of the Independent Directors, the
Nomination and Remuneration Committee, and the Board all held on November 28, 2024. The
Board noted a high level of commitment and effectiveness in its functioning and that of its
Committees and Directors. Constructive suggestions emerging from the process were
considered for enhancing the overall effectiveness of the Board and its governance framework.
A detailed note on the performance evaluation process is provided in the Corporate Governance
Report forming part of this Annual Report.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established appropriate systems and procedures to ensure compliance with
all applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI). The Board affirms that these systems are adequate and have been operating effectively
during the financial year under review.

13. T, REMUNERATION AND DISCHARGE
OF DUTIES

The Nomination and Remuneration Committee (NRC) of the Company is responsible for
identifying and recommending individuals suitable for appointment to the Board, in alignment
with the Company’s strategic objectives and the need to enhance the overall effectiveness and
diversity of the Board.

The Company maintains a well-balanced composition of the Board, comprising Executive and
Non-Executive Independent Directors, thereby ensuring independence and a clear separation
between oversight and management functions. As on March 31, 2025, the Board consists of
five Directors, including two Executive Directors (one of whom is a Woman Director) and
three Independent Directors.

The Nomination Policy, framed in accordance with Section 178(3) of the Companies Act,
2013, outlines the criteria for appointment, including qualifications, positive attributes, and
independence of Directors. The policy ensures that the Board comprises individuals with
integrity, experience, and the necessary skills to provide effective leadership and sound
governance.

Based on the recommendations of the NRC, the Board has adopted a Remuneration Policy
applicable to Directors, Key Managerial Personnel (KMPs), and Senior Management. The
policy aims to:

• Provide a level and composition of remuneration that is competitive, reasonable, and
sufficient to attract and retain competent individuals;

• Establish a clear relationship between remuneration and performance, aligned with
appropriate benchmarks;

• Maintain a suitable balance between fixed and variable pay, reflecting short-, medium-
,and long-

The Company affirms that the remuneration paid during the year to its Directors, KMPs, and
other employees is in accordance with the provisions of the approved Remuneration Policy.

The detailed Nomination and Remuneration Policy can be accessed under the “Codes, Policies
& Others” section in the “Investor” tab on the Company’s website at:

www.gautamgems.com

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on
the information and explanations received from the management of your Company, confirm
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) They 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 and loss of the Company for that period;

(c) They 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 annual Financial Statements have been prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by your Company and
that such internal financial controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the prescribed Form DIR-8,
confirming that none of them are disqualified to act as Directors under Section 164(2) of the
Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

The Board hereby confirms that, based on these declarations, none of the Directors are
disqualified from holding their office as per the applicable provisions of the Act.

16. INTERNAL FINANCIAL CONTROLS

The Board of Directors affirms that the Company has laid down internal financial controls in
accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013. These
controls are adequate and commensurate with the size, nature, and complexity of the
Company’s operations. The Company has implemented a well-defined organizational structure
and robust internal control systems to ensure the orderly and efficient conduct of its business,
adherence to applicable laws and regulations, safeguarding of assets, prevention and detection
of frauds and errors and the accuracy and completeness of accounting records and financial
reporting.

The internal financial controls are regularly reviewed and strengthened as necessary and are
supplemented by periodic internal audits. These audits provide assurance on the effectiveness
of internal controls and help ensure that the financial reporting process is reliable and compliant
with applicable standards. The Board believes that these systems are operating effectively and
provide a sound framework for financial management and governance.

17. CORPORATE GOVERNANCE

Your Company’s philosophy on Corporate Governance is founded on principles of

transparency, integrity, fairness, accountability and adherence to ethical business practices. The
Company is committed to maintaining the highest standards of governance with the objective
of delivering long-term sustainable value to shareholders and fostering trust among all
stakeholders.

In pursuit of professional excellence and responsible corporate conduct, your Company ensures
full compliance with applicable Corporate Governance norms and has institutionalized
practices that promote effective oversight, prudent management and optimal utilization of
resources. The Company believes that robust governance not only enhances stakeholder
confidence but also supports the growth and sustainability of the enterprise.

A detailed report on Corporate Governance forms part of this Annual Report and includes a
certificate from the Practicing Company Secretary confirming compliance with the Corporate
Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Additionally, a certificate from the Chief Executive Officer
and Chief Financial Officer, affirming the accuracy of the financial statements and cash flow
statements, adequacy of internal controls, and proper disclosure to the Audit Committee, is also
included.

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the draft Annual
Return of the Company as on March 31, 2025, prepared in accordance with Section 92(3) of
the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, has
been made available on the Company’s website. It can be accessed here or by visiting the
‘Investors’ section at www.gautamgems.com

19. AUDITORS

STATUTORY AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

During the financial year under review, M/s. Rajesh J. Shah & Associates, Chartered
Accountants, were appointed as the Statutory Auditors of the Company for a term of five
consecutive years at the 11th Annual General Meeting held on September 30, 2024, in
accordance with the provisions of the Companies Act, 2013.

However, due to pre-occupations, M/s. Rajesh J. Shah & Associates tendered their resignation,
resulting in a casual vacancy in the office of Statutory Auditors with effect from November 16,
2024. In accordance with the provisions of Section 139(8) of the Companies Act, 2013, and
other applicable rules, the Board of Directors, at its meeting held on December 11, 2024,
appointed M/s. AKGVG & Associates, Chartered Accountants (Firm Registration No.
018598N), to fill the said vacancy for the financial year 2024-25. The appointment was
subsequently approved by the Members through a postal ballot process concluded on February
13, 2025. Accordingly, M/s. AKGVG & Associates shall hold office until the conclusion of
the ensuing Annual General Meeting.

As the term of the current Statutory Auditors concludes at the forthcoming Annual General
Meeting, the Board of Directors, upon the recommendation of the Audit Committee, has
proposed the appointment of M/s. Shah Karia & Associates, Chartered Accountants, as the
Statutory Auditors of the Company for a period of five consecutive years, to hold office from
the conclusion of the 12th Annual General Meeting until the conclusion of the 17th Annual
General Meeting, subject to the approval of the Members at the ensuing Annual General
Meeting.

The Company has received a consent letter and a certificate of eligibility from M/s. Shah Karia
& Associates in accordance with Sections 139, 141, and other applicable provisions of the
Companies Act, 2013, and the rules framed thereunder, confirming their eligibility for the
proposed appointment.

Statutory Auditor’s Report

The financial statements of the Company for the year ended March 31, 2025, have been audited
by M/s. AKGV G & Associates, Chartered Accountants (Firm Registration No. 018598N), who
were appointed as Statutory Auditors to fill a casual vacancy during the year.

The Statutory Auditor’s Report, which forms part of this Annual Report, does not contain any
qualification, reservation, adverse remark or disclaimer. The Board has reviewed the Report
and confirms that it is self-explanatory and does not require any further explanation or
comments under Section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORTS:

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Company is required to appoint a Secretarial Auditor for a term not
exceeding five consecutive financial years commencing from the financial year 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors has approved
the appointment of M/s. Neelam Somani & Associates, Practicing Company Secretaries (Mem.
No. ¦ 10993, COP No. - 12454), as the Secretarial Auditors of the Company for a period of
five consecutive years, to hold office from the conclusion of this Annual General Meeting Until
the conclusion of the 12^th Annual General Meeting of the Company to be held in the year 2030,
to undertake the secretarial audit of the Company for the financial years 2025-26 to 2029-30.

The Company has received the requisite consent letter and eligibility certificate from Mrs.
Neelam Rathi from M/s. Neelam Somani & Associates, Practicing Company Secretaries (Mem.
No. - 10993, COP No. - 12454), confirming that the proposed appointment complies with the
applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and other
statutory requirements. The firm has also confirmed that it is a peer-reviewed firm and is not
disqualified from being appointed as Secretarial Auditors in terms of the applicable laws.

The proposal for appointment of Secretarial Auditors forms part of the Notice convening the
ensuing Annual General Meeting and is placed before the Members for their approval.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Neelam Somani & Associates, Practicing Company Secretaries, Company
Secretaries (Membership Number: 10993), as the Secretarial Auditors of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report issued by the Secretarial Auditors is annexed as “Annexure A”
and forms an integral part of this Annual Report.

The Report contains following observations:

1. During the audit period M/s. Rajesh J Shah & Associates, Chartered Accountant,
Ahmedabad, (FRN: 108407W) have resigned as the Statutory Auditor of the Company.

2. During the audit period, action has been taken against the company under the Standard
Operating Procedure issued by SEBI.

Board’s Comments on the Auditor’s Observations:

1. M/s Rajesh J Shah & Associates tendered their resignation due to pre-occupation. The
Company, in compliance with applicable regulations, appointed M/s AKGVG & Associates,
Chartered Accountants (ICAI Firm Registration No. 018598N) within the stipulated time.
The appointment was subsequently approved by the members through a Postal Ballot.

2. The SOP fine was imposed under SEBI regulations due to delay in submission of Annual
Secretarial Compliance Report and Mistake occurred while selecting the name of Director
from Drop down. The Company has taken necessary corrective steps to ensure timely
compliance going forward.

The Report does not contain any other qualification, reservation, adverse remark, or disclaimer.
COST AUDIT

During the year under review, the provisions relating to the maintenance of cost records and
appointment of Cost Auditors under Section 148 of the Companies Act, 2013 were not
applicable to the Company, as the Company’s business activities are not covered under the
specified sectors requiring such compliance.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit
Committee, appointed Mr. Dishant Daxeshbhai Jagad as the Internal Auditor of the Company
for the financial years 2024-25 and 2025-26.

Mr. Jagad possesses over five years of expertise in accounting, taxation and compliance with
applicable laws, which enables him to effectively carry out the internal audit functions in

"^nce and control framework.

The scope, periodicity, methodology and reporting structure of the internal audit are
determined by the Audit Committee in consultation with the Internal Auditor to ensure robust
internal controls and risk management.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, during the financial year under
review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances
of fraud committed by the Company’s officers or employees to the Audit Committee.
Accordingly, no disclosure is required under Section 134(3) (ca) of the Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, all related party transactions entered into by the Company
were in t

provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

These transactions were reviewed and approved by the Audit Committee, in line with the
statutory requirements and the Company’s governance framework. The Audit Committee
ensure that all related party transactions are conducted in a fair and transparent manner,
safeguarding the interests of the Company and its stakeholders.

There were no materially significant related party transactions with Promoters, Directors, Key
Managerial Personnel or their relatives, or any other related parties, that may have a potential
conflict with the interest of the Company at large. However, in compliance with Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the particulars of related party transactions are disclosed in Form AOC-2, annexed as
“Annexure B” to this Report.

Further, as required under Regulation 23(9) of the SEBI Listing Regulations, the Company has
submitted half-yearly disclosures of related party transactions to the stock exchanges. The
Company’s Policy on Related Party Transactions is available on its website under the Investor
Relations section - Codes, Policies and others.

21. 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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate companies during the
financial year under review. Accordingly, the provisions of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding the preparation
of consolidated financial statements and statement in Form AOC-1 do not apply.

However, during the financial year under review, the Board approved an Overseas Direct
Investment (ODI) in AG Corporation Ltd, a company registered in the United Kingdom, with
the intention of making it a Wholly Owned Subsidiary (WOS) of the Company. The remittance
of the subscription amount (GBP 1,00,000) towards share capital is currently pending.
Accordingly, AG Corporation Ltd is not yet recognized as a WOS under applicable Indian
regulatory and accounting standards. The Company shall ensure compliance with the
Companies Act, 2013, SEBI Listing Regulations, FEMA guidelines, and other applicable laws
upon completion of the capital infusion.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 and Rule 9 of the Companies
(Accounts) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) are
not applicable to the Company for the financial year 2024-25. Consequently, there is no
requirement to disclose any CSR activities for the year under review. The Company shall

comply with the applicable CSR provisions and disclose relevant information as and when the
same become applicable.

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

In compliance with the provisions of Section 186 of the Companies Act, 2013, the Company
hereby confirms that during the financial year 2024-25, it has not granted any loans or provided
any guarantees. Further, the Company’s investments made during the year are disclosed in
Notes forming part of the financial statements.

25. PARTICULARS REGARDING EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
statement containing the required disclosures, including the ratio of the remuneration of each
Director to the median remuneration of the employees and other applicable details, is annexued
as “Annexure C’ to this Report.

Further, during the financial year 2024-25, no employee of the Company was in receipt of
remuneration exceeding the limits specified under Rule 5(2) of the said Rules. Accordingly,
the disclosure of particulars under Rule 5(2) is not applicable.

26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

Pursuant to the disclosures required under applicable laws, it is confirmed that during the year
under review, no significant and material orders have been passed by any regulatory authority,
tribunal or court which could potentially affect the
business activities.

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

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014, the relevant details pertaining to conservation of
energy, technology absorption, foreign exchange earnings, and outgo are annexed to this report
as “Annexure D”.

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

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Policy is aimed at fostering a safe, respectful and inclusive work environment that is free
from any form of sexual harassment. It applies to all employees, contract workers and
individuals engaged with the Company. The Policy outlines a structured framework for
reporting, investigating and redressing complaints.

An Internal Complaints Committee (ICC) has been duly constituted to investigate and address
complaints of sexual harassment, as per statutory requirements. The Company maintains a
zero-tolerance approach toward sexual harassment at the workplace. The ICC also undertakes
regular awareness and sensitization initiatives, including training programs, to educate
employees about their rights and obligations under the POSH framework.

During the financial year 2024-25, no complaints of sexual harassment were reported or
received.

29. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism, also known as the Whistle Blower
Policy, in compliance with Section 177 of the Companies Act, 2013, Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable
laws. This mechanism provides a secure and confidential channel for Directors, employees,
vendors and other stakeholders to report genuine concerns regarding unethical conduct, fraud,

-

sensitive information.

The policy strictly prohibits any form of retaliation or victimization against individuals who
report concerns in good faith and ensures their protection. Whistleblowers have the right to
direct access to the Chairperson of the Audit Committee when necessary.

During the financial year 2024-25, the Company did not receive any complaints under the
Vigil Mechanism. The Audit Committee periodically reviews the effectiveness and functioning
of this mechanism.

The Vigil Mechanism / Whistle Blower Policy is available on the Company’s i.e.
www.gautamgems.com.

30. RISK EVALUATION AND MANAGEMENT

The Company recognizes that risk is an inherent part of any business and is committed to
managing it proactively and effectively. A structured and systematic risk management
framework is in place to identify, assess, monitor and mitigate risks that could potentially
impact the Company’s objectives.

Risks arising from both internal and external environments are periodically assessed.
Appropriate risk treatment plans are developed and integrated into the Company’s strategic,
business and operational planning processes. The objective is to ensure that the likelihood and
impact of identified risks are maintained within acceptable levels as defined in consultation
with the Board of Directors from time to time.

The Company’s Risk Management Policy, formulated in alignment with its business strategy,
lays down comprehensive procedures for risk identification, evaluation, review, and reporting.
This policy enables the organization to maintain a balanced approach toward risk-taking and
risk mitigation.

Key business risks and their potential impact on the Company’s performance are detailed in
the Management Discussion and Analysis Report, forming part of this Annual Report.

As the Company does not fall within the top 1000 listed entities based on market capitalization
at the end of the previous financial year, the requirement for constitution of a Risk Management
Committee under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis
Report forms an integral part of this Board’s Report. It provides detailed insights into the
Company''s operational performance, industry structure, business outlook, opportunities and
threats, internal control systems, and future strategies.

The Management Discussion and Analysis Report for the financial year ended March 31, 2025,
is annexed to this Report as “Annexure E”.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE

During the year under review, the Company has neither made any application nor is any
proceeding pending against it under the Insolvency and Bankruptcy Code, 2016.

33. DISCLOSURE ON VALUATION UNDER ONE-TIME SETTLEMENT:

The Company has not entered into any one-time settlement with banks or financial institutions
during the year under review. Hence, the disclosure regarding the difference in valuation at the
time of such settlement and at the time of availing the loan is not applicable.

34. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the financial year 2024-25, the Members of the Company, at the Annual General
Meeting held on September 30, 2024, approved an increase in the Authorised Share Capital of

-Five Lakhs only), divided into
- each, to

-Five Crore Thirty-Five Lakhs only), divided into 7,53,50,000
(Seven Crore Fifty- - each.

As on the date of this Report, the procedural formalities for giving effect to the said increase
are in progress. There has been no change in the issued, subscribed and paid-up share capital
of the Company during the year under review.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the top 1,000 listed companies based on market
capitalization at the end of the preceding financial year are required to include a Business
Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

As the Company does not fall within the ambit of the top 1,000 listed entities as per the said
regulation, the requirement to furnish a BRSR is not applicable for the financial year under
review.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on April
5, 2025, approved a proposal to raise funds through a rights issue of equity shares, subject to
necessary statutory and regulatory approvals.

However, as on the date of this report, the material terms and conditions of the rights issue,
including the draft Letter of Offer, issue price, entitlement ratio, record date, and other related
matters, are under consideration and have not yet been finalized or approved.

Except for the above, there have been no other material changes and commitments affecting
the financial position of the Company between the end of the financial year and the date of this
report.

37. POLICIES

The Company remains committed to upholding strong corporate governance and regulatory
compliance. During the financial year under review, the Board of Directors reviewed and
updated all applicable policies to align with recent amendments under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These updates were made to ensure that the Company’s internal frameworks remain current,

effective and reflective of evolving statutory requirements and best industry practices.

The updated policies can be accessed under the “Codes, Policies & Others” section in the
“Investor” tab on the Company’s website at: www.gautamgems.com

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on April
5, 2025, approved a proposal to raise funds through a rights issue of equity shares, subject to
necessary statutory and regulatory approvals.

However, as on the date of this report, the material terms and conditions of the rights issue,
including the draft Letter of Offer, issue price, entitlement ratio, record date, and other related
matters, are under consideration and have not yet been finalized or approved.

Except for the above, there have been no other material changes and commitments affecting
the financial position of the Company between the end of the financial year and the date of this
report.

39. CODE OF CONDUCT

In compliance with corporate governance requirements as per the SEBI Listing Regulations,
your Company has formulated and implemented a Code of Conduct for all Board members and
senior management personnel of your Company (“Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on the website of your Company.

40. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued support,
confidence, and trust extended by the shareholders, customers, suppliers, business associates,
financial institutions, and banks.

The Board also acknowledges the consistent guidance and cooperation received from
regulatory authorities, including the Ministry of Corporate Affairs, SEBI, stock exchanges and
other statutory bodies.

We place on record our deep appreciation for the dedication, commitment, and efforts of the
Company’s employees at all levels, who have contributed to the Company’s sustained
performance during the year.

Place: Surat For and on behalf of the Board of Directors

Date: 04/09/2025 Gautam Gems Limited

Sd/- Sd/-

Gautam P. Sheth Nidhi G. Sheth

Managing Director Director

---

Mar 31, 2024

Your Directors present the Annual Report and the Company’s Audited Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given hereunder:

(In Rs.)
Particulars	2023-2024	2022-2023
Income for the year	101,58,52,000	91,64,24,000
Operating & Administrative expenses	101,06,26,000	91,15,68,000
Net Profit/(loss) before tax	52,26,000	48,56,0000
Less: Provision for tax	9,00,000	10,50,000
Deferred Tax	5,00,000	2,64,000
Net Profit/(loss) after tax	3,82,6000	3,54,1000
Earnings per Share	0.08	0.19

2. OPERATION & REVIEW

Total Revenue from operation of the Company is Rs. 101,58,52,000.00/- and Net Profit after Tax is Rs. 3,82,6000.00 for the Financial Year 2023-24.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31^st March 2023.

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 do not apply.

5. TRANSFER TO RESERVES

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

6. CHANGE IN THE NATURE OF BUSINESS

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Name of Director / KMP	Designation
1.	Gautam Pravinchandra Sheth	Managing Director
2.	Nidhi Gautam Sheth	Whole-time Director
3.	Kanchanben Pravinbhai Sheth	Executive Director
4.	Pravin Manilal Parekh	Non-Executive Independent Director
5.	Prakash Nanalal Mehta	Non-Executive Independent Director
6.	Harshit Hasmukhbhai Vadecha	Non-Executive Independent Director
7.	Umeshbhai Rasiklal Gor	Non-Executive Independent Director
8.	Dishant Daxeshbhai Jagad	Chief Financial Officer
9.	Anilbhai Keshubhai Modhavadiya	Company Secretary & Compliance Officer

During the year there is no Change in Composition of Board of Directors.

8. RETIREMENT BY ROTATION

Mrs. Nidhi Gautam Sheth (DIN: 06748877) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

9. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 15 (Fifteen) times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held	Total Strength of the Board	No of directors present
15-05-2023	7	7
29-05-2023	7	7
04-07-2023	7	7
08-07-2023	7	7
29-07-2023	7	7
31-08-2023	7	7
07-09-2023	7	7
15-09-2023	7	7
13-10-2023	7	7
19-10-2023	7	7
09-11-2023	7	7
01-12-2023	7	7
25-01-2024	7	7
08-03-2024	7	7
29-03-2024	7	7

The gap between two Board Meetings was within the maximum time gap prescribed under the Act and the Listing Regulations. The requisite quorum was present in all the meetings.

10. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of Company Secretaries of India.

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

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(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 and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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;

(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; and

(f) 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.

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 Company’s internal controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

14. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the year under review, call money has been called up for partly paid-up shares and those shares for which money has been received, partly paid up shares converted to fully paid up equity shares.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no such changes.

16. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.gautamgems.com.

17. AUDITORS STATUTORY AUDITORS:

M/s Bhagat & Co, statutory Auditor of the Company has resigned due to expiry of peer review certificate and so Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/S Rajesh J. Shah & Associates, Chartered Accountants (FRN: 108407W) have been appointed as Statutory Auditor of the company in place of M/s Bhagat & Co. in the Extra Ordinary General Meeting held on 25^th May, 2024.

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.

The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing Annual General Meeting.

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.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit is not applicable to the Company.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and Rules made thereunder, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report. The report is self-explanatory.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed Mr Dixant Daxeshbhai Shah as Internal Auditor of the company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. His scope of work includes review of processes for safeguarding the assets of the

Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings of Internal Auditor are discussed with the process owners and suitable corrective actions were taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. 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.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not formulated and implemented any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company.

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

During the year under review, the Company has not given any loan, made investment, provided guarantee or security to any entity falling under the provisions of Section 186 of the Act.

23. PARTICULARS REGARDING EMPLOYEES

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

24. 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 B”. However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

25. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

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

Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings & outgo, were not applicable to the Company during the year under review.

27. DETAILS OF COMMITTEES OF THE BOARD AUDIT COMMITTEE:

The Company has formed the Audit Committee as per the applicable provisions of 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. The composition of the Committee and details of meetings attended by the members are given below:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Umeshbhai Rasiklal Gor	Chairman	Non-Executive Independent Director	4	4
Mr. Pravin Manilal Parekh	Member	Non-Executive Independent Director	4	4
Mrs. Nidhi Gautam Sheth	Member	Whole-time Director	4	4
Mr. Harshit Hasmukhbhai Vadecha	Member	Non-Executive Independent Director	4	4

NOMINATION AND REMUNERATION COMMITTEE:

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

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Mr. Prakash Nanalal Mehta	Chairman	Non-Executive Independent Director	2	2
Mr. Pravin Manilal Parekh	Member	Non-Executive Independent Director	2	2
Mr. Harshit Hasmukhbhai	Member	Non-Executive	2	2

Vadecha

Independent Director

The Policy of Nomination and Remuneration Committee has been placed on the website of the Company at www.gautamgems.com and the salient features of the same has been disclosed under “Annexure C”.

3 STAKEHOLDER’S RELATIONSHIP COMMITTEE:

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

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Mr. Prakash Nanalal Mehta	Chairman	Non-Executive Independent Director	1	1
Mr. Harshit Hasmukhbhai Vadecha	Member	Non-Executive Independent Director	1	1
Mrs. Nidhi Gautam Sheth	Member	Whole-time Director	1	1

SEXUAL HARASSMENT COMMITTEE:

The 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 Meetings held during the Period
			Held	Attended
Mrs. Nidhi Gautam Sheth	Chairman	Whole-time Director	1	1
Mr. Pravin Manilal Parekh	Member	Non-Executive Independent Director	1	1
Mr. Prakash Nanalal Mehta	Member	Non-Executive Independent Director	1	1
Mrs. Kanchanben Pravinbhai Sheth	Member	Executive Director	1	1

28. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on 30^th March 2024, 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.

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

The Company has formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the year under review, there were no incidences of sexual harassment reported and received.

30. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy. The details of the Whistle Blower Policy is available on the website of the Company i.e. www.gautamgems.com.

31. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company, through its risk management process, strives to contain impact and likelihood of the risk within the risk appetite as agreed from time to time with the Board of Directors.

Management Discussion and Analysis Report of the Annual Report identifies key risks, which can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company developed in line with the business strategy lays down procedures for risk identification, evaluation, monitoring, review and reporting.

32. 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 Company’s current working and future outlook. The Management Discussion and Analysis Report is annexed herewith as “Annexure D”.

33. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, duly Complied with the Company and the Details of the committee and composition of board and other relevant information already mentioned in annual report.

34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

There are no such proceedings or appeals pending and no application has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has availed loans from the Banks. However, there was no instance of any one time settlement for reporting details vis-a-vis Valuation.

36. ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to the Company during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on the Company.

---

Mar 31, 2018

The Members,

The 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, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board''s Report is prepared based on the stand alone financial statements of the company.

(Amount in Rs)

PARTICULAR			2017-18			2016-17
Total Income for the year was			28,66,48,645			4,35,315
Operating & Administrative expenses		28,48,93,029			4,27,533
Profit/(Loss) Before Depreciation And Taxes			17,55,616			7,782
Less: Depreciation		5,49,214			-
Net Profit/(Loss) Before Tax			12,06,402			7,782
Less: Provision For Tax		3,10,000			2,000
Deferred Tax			98,881			-
Profit/(Loss) After Tax		7,97,521			5,782
EPS			0.15			0.58

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2018 and Statement of Profit & Loss together with Notes forming part thereto (“Financial Statement") for the year ended on 31st March, 2018 and Report of the Board of Directors and Auditors thereon.

Total Revenue from operation of the company is Rs. 28,66,48,645/- And the net Profit after tax is Rs. 7,97,521 For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31^st March, 2018.

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 do not apply.

5. TRANSFER TO RESERVES

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

6. CHANGE IN THE NATURE OF THE BUSINESS

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

- Mrs. Kanchanben Pravinbhai Sheth is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re- appointment.

- During the year under review, the board of directors of the company has appointed Mr. Gautam Pravinchandra Sheth as Managing director, Mrs. Nidhi Jain, as a Whole time Director, Mr. Sandip Vinodbhai Makwana, as a Chief Financial Officer and Mrs. Priti Jain as a Company Secretary of the company.

- The Board of director has also appointed Mr. Prakash N. Mehta, Mr. Manohar B. Chunara as an additional Independent director of the company and Mr. Pravin M. Parekh as a non Executive Director of the company.

- Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Twelve (12) times on 15/05/2017, 10/08/2017, 25/08/2017, 01/09/2017, 27/09/2017, 30/09/2017, 24/11/2017, 27/11/2017, 01/12/2017, 21/12/2017, 03/02/2017 and 12/03/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

9. 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.

10. 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.

11. 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 Company''s internal financial controls relating to its financial statements.

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

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Company has made Following Allotments:

Date of Allotment	No. of Shares Allotted	Nature of Issue
30/09/2017	1,11,111	Preferential issue against other than cash
23/11/2017	32,69,997	Bonus Issue to existing shareholders in the ratio of 27 equity shares for every 1 equity shares held
03/02/2018	21,00,000	SME IPO of the company on BSE limited face value of share is Rs.10/-, issued at a price of Rs.36/-.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY

- During the Period under review the company has been converted from Private Limited Company to Closely held Public Limited Company on 12^th August, 2017

- During the Period under review The Company got listed of its shares on BSE SME platforms w.e.f 07/02/2018

- Except as mentioned above there are No other material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9,is annexed herewith as "Annexure - A"

15. AUDITORS AND THEIR REPORT

- STATUTORY AUDITOR

The Board of directors of your company in their meeting was appointed Parth Shah And Associates (FRN: 144251W) as statutory auditors of the company and the auditor shall hold office up to the conclusion of annual General Meeting to be held in the year 2022 subject to ratification by the Members at the every Annual General Meeting during the said term, however with effect from 07.05.2018 requirement of ratification at every annual general meeting was omitted, therefore from this annual general meeting there is no need to ratified by members at every annual general meeting.

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.

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.

- COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

- SECRETARIAL AUDITOR

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. The report of the Secretarial Auditor is enclosed to this report as "Annexure - B". The report is self-explanatory.

16. 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.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. 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.

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

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

20. 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 - C".

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

22. 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

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE/ SEXUAL HARASSMENT COMMITTEE

- Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on November 27, 2017 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 Company''s Equity Shares).

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 Meetings held during
			the Period
			Held	Attended
Manoharbhai B. Chunara*	Chairman	Non-Executive-Independent Director	1	1
Prakash N. Mehta	Member	Non-Executive-Independent Director	1	1
Pravin M. Parekh	Member	Non-Executive- Director	1	1
Mrs. Nidhi G. Sheth#	Member	Executive Director	1	1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018

#Mrs. Nidhi G. Sheth Appointed as member of the committee w.e.f. 12.03.2018

- 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 Company''s Equity Shares)vide board resolution dated November 27, 2017 . The Nomination and Remuneration Committee comprises the following members:

Name	Designation	Category	No. of Meetings held during
			the Period
			Held	Attended
Prakash N Mehta	Chairman	Non-Executive-Independent Director	1	1
Pravin M Parekh	Member	Non-Executive- Director	1	1
Manoharbhai B Chunara*	Member	Non-Executive-Independent Director	1	1
Mrs. Kanchanben Sheth#	Member	Non-Executive- Director	1	1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018.

#Mrs. Kanchanben Sheth appointed as Member of the committee w.e.f. 12.03.2018

The Policy of nomination and Remuneration committee has been place on the website of the company atwww.aautamaems.com and the salient features of the same has been disclosed under "Annexure -D"

- Stakeholder''s 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 Company''s equity shares)vide board resolution dated November 27, 2017.

The constituted Stakeholders Relationship Committee comprises the following members:

Name	Designation	Category	No. of Meetings held during
			the Period
			Held	Attended
Prakash N Mehta	Chairman	Non-Executive-Independent Director	1	1
Manoharbhai B Chunara*	Member	Non-Executive-Independent Director	1	1
Nidhi G Sheth	Member	Executive Director	1	1

*Mr. Manohar B. Chunara resigned as a director of the company w.e.f 12.03.2018

- Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

Name	Designation	Category	No. of Meetings held during the
			Period
			Held	Attended
Nidhi G Sheth	Chairman	Executive Director	1	1
Pravin M Parekh	Member	Non Executive Director	1	1
Prakash N Mehta	Member	Non-Executive-Independent Director	1	1

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on November 27, 2017 in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

24. 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 - E"

25. CORPORATE GOVERNANCE

Since the Company''s Securities are not listed during the year under review, Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable to Our Company; hence Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.

26. 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 Company''s employees at all levels.

For and on behalf of Board

DATE: 01/09/2018 SD/- SD/-

PLACE: AHMEDABAD Gautam P Sheth Nidhi G Sheth

Managing Director Whole-time Director