Directors Report of Koura Fine Diamond Jewelry Ltd.

Mar 31, 2025

Your directors are pleased to present the Board’s Report for year ended as on 31^st March,
2025.

1. FINANCIAL REVIEW:

Particulars	31/03/2025	31/03/2024
Revenue from Operation	4196.05	3702.05
Other Income	52.64	0.23
Total Revenue	4248.69	3702.28
Depreciation	12.07	2.35
Total Expenses	4225.44	3651.76
Profit / (Loss) before tax	23.25	50.51
Tax Expense	6.01	12.90
Profit / (Loss) after Tax	17.24	37.61

2. PERFORMANCE REVIEW:

During the financial year 2024-25 the revenue from operation stood at Rs. 4196.05 Lakhs
as compare to Rs. 3702.05 Lakhs during the previous financial year 2023-24. The other
income of the Company stood at Rs. 52.64 Lakhs in the financial year 2024-25 as
compared to Rs. 0.23 Lakhs in previous financial year 2023-24.

Further, during the financial year 2024-25, the total expenses have increase to Rs. 4225.44
lakhs from Rs. 3651.76 lakhs in the previous financial year 2023-24. The Net Profit for
the financial year 2024-25, stood at Rs. 17.24 Lakhs in comparison to profit of Rs. 37.61
Lakhs in previous year 2023-24.

3. COMPANY’S AFFAIRS:

The company is engaged in the Business of manufacturing and designing of Gold &
Diamond Jewellery.

4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:

During the year under review, the company do not propose to transfer any sum to reserve,
except for profit or loss earned during the year, which has been transferred to surpluses
account.

5. DIVIDEND:

In order to conserve profit for future contingencies, your directors do not recommend
dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND

As the company has not declared and paid any divided during the previous years, the
provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

7. SHARE CAPITAL:

As on March 31, 2025, the Company’s Authorised Share Capital stood at INR
4,00,00,000/- (Rupees Four Crore only), divided into 40,00,000 Equity Shares of INR
10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company was INR
3,60,15,000/- (Rupees Three Crore Sixty Lakh Fifteen Thousand only), divided into
36,01,500 Equity Shares of INR 10/- each.

During the year under review, there was no change in the share capital of the Company.

8. DIRECTORS:

During the year following changes have been occurred in the composition of Board;

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules
made thereunder, Ms. Charmi Kamlesh Lodhiya, Director of the Company, shall retire by
rotation at the ensuing Annual General Meeting and being eligible, had offered herself for
re-appointment. The Board recommends her appointment for the consideration of the
members of the Company at the ensuing Annual General Meeting.

As on March 31, 2025 the Board of Director was composed of 5 (five) directors.

9. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet
the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion
of the Board, they fulfil the conditions of independence, integrity, expertise and
experience (including the proficiency) as specified in the Act and the Rules made there
under and are independent of the management.

10. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Krunal Soni resigned from the position of Chief
Financial Officer (CFO) of the Company with effect from July 3, 2024. The Board places
on record its appreciation for the valuable contribution and services rendered by him
during his tenure.

Consequent to his resignation, the Board of Directors appointed Ms. Charmi Kamlesh
Lodhiya as the Chief Financial Officer (CFO) of the Company with effect from July 3,
2024.

11. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company, during the period
under review.

12. MEETINGS OF BOARD AND COMMITTEES:

During the year 9 (nine) Board Meetings were held by the Board of Directors of the
Company. Dates of Board meeting are as under;

Sr. No.	Dates	Sr. No.	Dates
1	16/04/2024	7	16/12/2024
2	23/05/2024	8	21/12/2024
3	17/06/2024	9	06/03/2025
4	03/07/2024
5	24/08/2024
6	14/11/2024

13. DEPOSITS:

The Company has not invited or accepted deposit from the public neither does have any
unpaid or unclaimed deposits along with interest during the year. Also, the company is
not made any default in repayment of deposits or payment of interest thereon, as no
deposit has been invited or accepted by the Company during the year. There are no such
deposits which are not in compliance with the requirements of Chapter V of the Act.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments, if any made by the Company pursuant to
section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

All the Related Party Transactions entered into during the financial year were on an
Arm’s Length basis and in the Ordinary Course of Business. No material significant
Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per
the last audited financial statement) with Promoters, Directors, Key Managerial Personnel
(KMP) and other related parties which may have a potential conflict with the interest of
the Company at large, were entered during the year by your Company. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

In the opinion of the Board of Directors, there are no material changes and commitments
made by the Company occurring between the ends of the financial, which is influential or
affecting the financial position of the Company.

17. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s. Bimal Shah Associates, Chartered Accountants (Firm Registration No.
101505W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a
consecutive term of five years, to hold office until the conclusion of the Annual General
Meeting to be held in the financial year 2031-32.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of
the Company. It is hereby confirmed that the Company has complied with the provisions
of SS - 1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e.
Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the
FY 2024 - 25 is annexed herewith as “Annexure - B”.

The details of qualification, reservation or adverse remark on the Secretarial Auditor
report is as table below:

Sr. No.	Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements’ Reply
1.	During the period under review, it was observed that the Company had filed the Statement of Investor Complaints under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended 30th June, 2024 with a delay of 2 days. Consequently, BSE Limited imposed a penalty of ?2,000/- for the said delay, which the Company has duly paid.	Due to an inadvertent oversight during the period end, the filing was delayed. We will continue to monitor the strengthened controls to prevent recurrence.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors has appointed
M/s. Munir Shah & Associates as the Internal Auditor of the Company for the financial
year 2024-25.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable
to the Company.

18. AUDITORS REPORT:

There are no adverse remarks or comments or reservation of opinion by the auditor in its
audit report.

19. DETAILS OF FRAUDS REPORT BY THE AUDITOR:

There are no frauds reported by the auditor in its audit report in pursuance to section
143(12) of the Companies Act, 2013, during the period under review.

20. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective
members are required to carry out performance evaluation of the board as a body, the
Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation
process identified an independent process for conducting board evaluation exercise for its
this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the
Companies Act, 2013, read along with the applicable rules thereto.

Composition

Sr. No.	Name of the Member	Designation
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Kamlesh Lodhiya	Member

The Audit Committee met 7 times during the year and gap between two meetings did
not exceed four months. The dates on which Audit Committee Meetings were held
were 16^th April, 2024, 23^rd May, 2024, 17^th June, 2024, 3^rd July, 2024, 14^th November,
2024, 21^st December, 2024 and 6^th March, 2025. Necessary quorum was present at
above Meetings.

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

Sr. No.	Name of the Member	Designation
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Pratibha Lodhiya	Member

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders’ relationship committee as per the provisions of Section

178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship
Committee is as follows:

Sr. No.	Name of the Member	Designation
1.	Sona Bachani	Chairperson
2.	Kamlesh Lodhiya	Member
3.	Charmi Lodhiya	Member

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING
VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the
Company during the year under review.

22. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the Company had
not devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.

23. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Company, joint venture & associate
companies during the year.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social
Responsibility are not applicable to the company.

25. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as “Annexure-A”.

26. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

The details of Energy Conservation, Technology Absorption and Foreign Exchange
Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are
tabled below:

Conservation of Energy:

The steps tak	en or impact on conservation	The Company is taking due	care for	using
of energy		electricity. The Company	usually	takes

The steps taken by the company for utilizing alternate sources of energy	care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
The capital investment on energy conservation equipment’s

Technology Absorption:

The efforts made towards technology absorption	NIL
The benefits derived like product improvement, cost reduction, product development or import substitution	NIL
In case of imported technology (imported during the last three years reckoned from the beginning of the financial years) (a) The details of technology imported (b) The year of import (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
The expenditure incurred on Research and Development	NIL

Foreign Earnings and Outgo:

During the year, the Company has made following Foreign Exchange Earning and Outgo:
Foreign Earnings: Nil
Foreign Outflow: Nil

27. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of
Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules
framed thereunder. Pursuant to the provisions of “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder,
the Company has formed an Internal Complaint Committee.

During the financial year 2024-25, the Company has not received any complaints on
sexual harassment and hence no complaints remain pending as at 31st March, 2025.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since, the Company does not fall under the criteria as mentioned in the provisions of
Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibilities) Rules, 2014; the Company has not formed the Corporate Social
Responsibility (CSR) Policy and the CSR Committee. The Company has not developed
and implemented any Corporate Social Responsibility initiatives as the said provisions are
not applicable.

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY OF THE COMPANY:

Considering the present condition of the company the company has yet to formulate the
risk management policy, however the board is being regularly provided with information
which may have potential threat of risk as and when required. However, the company
shall formulate suitable Risk Management Policy in due course.

30. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

As such the company does not fall under the category of Listed Company or other
specified public company, the requirement for the Internal Control System & its
Adequacy is not required. However, the Board of Directors of the Company has formed
the internal financial controls commensurate with the size of the Business.

31. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no material orders passed by the regulators or courts or tribunals impacting the
going concern status of the company’s operations in future.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015, details on Management
Discussion and Analysis Report are annexed as “Annexure - C”.

33. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. Corporate
Governance is not applicable to the company under regulation 15(2) of SEBI (LODR)
Regulations, 2015 since the company is listed on BSE SME platform.

34. SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly
followed by the company.

35. THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 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 www.kouradiamondiewelry.com

36. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors
confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if

^any;

b) That 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 March 31, 2025 and the profit and loss of
the company for that period;

c) That 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) That the preparation of the annual accounts is on a “going concern” basis;

e) Proper internal financial controls are laid down and are adequate and operating
effectively.

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

37. DIRECTOR’S DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being
appointed as directors in terms of Section 164 of the Companies Act, 2013.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy
Code, 2016 during the period under review.

39. 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
ALONG WITH THE REASONS THEREOF.

No such incidence took place during the year.

40. LISTING

The Equity Shares of the Company are listed on BSE Limited (SME Board) from March
14, 2023 onwards. The company has paid listing fees to the Stock Exchange for the
applicable year. Further the Company is regular in compliances of various clauses and
regulations of the Listing Agreement and/or LODR.

41. GENERAL:

a) Your Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

42. APPRECIATION

The Company places on record its deep appreciation for all those who are associated with
the Company and have continued their support towards the growth and stability of the
Company.

For, Koura Fine Diamond Jewelry Limited

Kamlesh Lodhiya Charmi Kamlesh

Lodhiya

Managing Director Whole Time Director

& CFO

DIN: 09547591 DIN: 09547589

Date: 03/09/2025
Place: Ahmedabad

---

Mar 31, 2024

Your directors are pleased to present the Board’s Report for year ended as on 31^st March,
2024.

1. FINANCIAL REVIEW:

In INR Lakhs

Particulars	31/03/2024	31/03/2023
Revenue from Operation	3697.54	555.84
Other Income	4.74	0.51
Total Revenue	3702.28	556.35
Depreciation	2.35	1.16
Total Expenses	3651.77	538.22
Profit / (Loss) before tax	50.51	18.13
Tax Expense	12.90	4.72
Profit / (Loss) after Tax	37.61	13.41

2. PERFORMANCE REVIEW:

During the financial year 2023-24 the revenue from operation stood at Rs. 3697.54 Lakhs
as compare to Rs. 555.84 Lakhs during the previous financial year 2022-23, revenue from
operations increased by 565.22% in FY 2023-24 as compared to FY 2022-23. The other
income of the Company stood at Rs. 4.74 Lakhs in the financial year 2023-24 as
compared to Rs. 0.51 Lakhs in previous financial year 2022-23.

Further, during the financial year 2023-24, the total expenses have increase to Rs. 3651.77
lakhs from Rs. 538.22 lakhs in the previous financial year 2022-23. The Net Profit for the
financial year 2023-24, stood at Rs. 37.61 Lakhs in comparison to profit of Rs. 13.41
Lakhs in previous year 2022-23 i.e. Increase in net profit by 180.46% as compared to
previous year.

3. COMPANY’S AFFAIRS:

The company is engaged in the Business of manufacturing and designing of Gold &
Diamond Jewellery.

4. AMOUNT PROPOSES TO CARRY TO ANY RESERVE:

During the year under review, the company do not propose to transfer any sum to reserve,
except for profit or loss earned during the year, which has been transferred to surpluses
account.

5. DIVIDEND:

In order to conserve profit for future contingencies, your directors do not recommend
dividend for the year.

6. INITIAL PUBLIC OFFER (IPO) AND LISTING AT THE BSE SME PLATFORM:

We are pleased to inform you that during the year under review, the Company made an
Initial Public Offer (IPO) of 10,00,000 Equity Shares of Face Value of Rs.10/- each at a
price of Rs. 55/- per Share (including a Premium of Rs. 45/- per Share). With your
valuable support and confidence in the Company and its Management, the IPO was
subscribed and the Company successfully listed on the SME Platform of BSE Limited on
14^th March, 2024. We have paid the Annual Listing Fees for the Year 2024-25 to BSE
Limited, ensuring our continued listing and trading.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND

As the company has not declared and paid any divided during the previous years, the
provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

8. SHARE CAPITAL:

As on March 31, 2024 the Company has Authorised Share Capital of INR 4,00,00,000/-
(Rupees Four Crore Only) divided into 40,00,000 Equity Shares of INR 10/- each. The
Issued, Subscribed & Paid-up Capital for the Company is INR 3,60,15,000/- (Rupees
Three Crore Sixty Lakhs Fifteen Thousand Only) divided into 36,01,500 Equity Shares of
INR 10/- each.

During the year your Company has increased its Authorised share capital from INR

3.50.00. 000/- (Rupees Three Crore Fifty Lakhs) to INR 3,60,00,000/- (Rupees Three
Crore Sixty Lakhs) vide Ordinary resolution passed in Extra Ordinary General Meeting
held on May 18, 2023.

Further your Company has increased its Authorised share capital from INR 3,60,00,000/-
(Rupees Three Crore Sixty Lakhs) to INR 4,00,00,000/- (Rupees Four Crore) vide
Ordinary resolution passed in Extra Ordinary General Meeting held on May 29, 2023.

During the year your Company has made allotment on March 12, 2024 of 10,00,000 (Ten
Lakhs) Equity Shares of Rs. 10/- (Ten) each at premium of Rs. 45/- aggregating to Rs.

5.50.00. 000/- (Rupees Five Crore Fifty Lakhs Only) on preferential basis pursuant to
Initial Public Offer.

9. DIRECTORS:

During the year following changes have been occurred in the composition of Board;

• Change in Designation of Mr. Kamlesh Keshavlal Lodhiya from Director to
Managing Director for the period of 3 (three) years w.e.f April 01, 2023.

• Change in Designation of Ms. Charmi Kamlesh Lodhiya from Director to Whole
Time Director for the period of 3 (three) years w.e.f April 01, 2023.

• Appointment of Mr. Karan Paragbhai Kothari as Additional Independent Director
for the period of 5 (five) years w.e.f. April 20, 2023.

• Change in Designation of Mrs. Pratibha Kamlesh Lodhiya from Director
(Executive) to Director (Non-executive) w.e.f. April 20, 2023.

• Appointment if Ms. Sona Sunderlal Bachani as Additional Independent Director
for the period of 5 (five) years w.e.f. April 20, 2023.

• Change in Designation of Mr. Karan Paragbhai Kothari & Ms. Sona Sunderlal
Bachani from Additional Independent Director to Independent Director in Extra
Ordinary General Meeting held on May 18, 2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules
made thereunder, Mr. Kamlesh Keshavlal Lodhiya, Chairman & Managing Director of
the Company, shall retire by rotation at the ensuing Annual General Meeting and being
eligible, had offered himself for re-appointment. The Board recommends his appointment
for the consideration of the members of the Company at the ensuing Annual General
Meeting.

As on March 31, 2024 the Board of Director was composed of 5 (five) directors.

10. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet
the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion
of the Board, they fulfil the conditions of independence, integrity, expertise and
experience (including the proficiency) as specified in the Act and the Rules made there
under and are independent of the management.

11. KEY MANAGERIAL PERSONNEL

During the year Company has Appointed Mr. Krunal Soni as Chief Financial Officer of
the Company w.e.f. April 20, 2023.

Company has appointed Mrs. Asha Rameshwarlal Jain as Company Secretary of the
Company w.e.f. April 20, 2023.

12. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company, during the period
under review.

13. MEETINGS OF BOARD AND COMMITTEES:

During the year 12 (twelve) Board Meetings were held by the Board of Directors of the
Company. Dates of Board meeting are as under;

Sr. No.	Dates	Sr. No.	Dates
1	03/04/2023	7	08/06/2023
2	20/04/2023	8	03/07/2023
3	25/04/2023	9	25/12/2023
4	26/04/2023	10	28/02/2024
5	22/05/2023	11	12/03/2024
6	01/06/2023	12	13/03/2024

14. DEPOSITS:

The Company has not invited or accepted deposit from the public neither does have any
unpaid or unclaimed deposits along with interest during the year. Also, the company is
not made any default in repayment of deposits or payment of interest thereon, as no
deposit has been invited or accepted by the Company during the year. There are no such
deposits which are not in compliance with the requirements of Chapter V of the Act.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments, if any made by the Company pursuant to
section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

All the Related Party Transactions entered into during the financial year were on an
Arm’s Length basis and in the Ordinary Course of Business. No material significant
Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per
the last audited financial statement) with Promoters, Directors, Key Managerial Personnel
(KMP) and other related parties which may have a potential conflict with the interest of
the Company at large, were entered during the year by your Company. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

In the opinion of the Board of Directors, there are no material changes and commitments
made by the Company occurring between the ends of the financial, which is influential or
affecting the financial position of the Company.

18. AUDITORS:

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s. Piyush
Kothari & Associates, Chartered Accountants, (Firm Registration No. 140711W) were
appointed as Statutory Auditors of the Company for a consecutive term of five years to hold
office from the conclusion of Annual General Meeting held on December 30, 2023.

M/s. Piyush Kothari & Associates, Chartered Accountants has resigned as Statutory Auditor
of the Company w.e.f. July 22, 2024 and Board has proposed appointment of M/s. Bimal
Shah Associates, Chartered Accountants (FRN: 101505W), Ahmedabad as the Statutory
Auditor of the Company to fill casual vacancy caused by resignation of M/s. Piyush Kothari &
Associates, Chartered Accountants subject to approval of members in ensuing Annual General
Meeting.

Further Board has also proposed Appointment of M/s. Bimal Shah Associates, Chartered
Accountants (FRN: 101505W), Ahmedabad as the Statutory Auditor of the Company for the
period of 5 (five) years subject to approval of members in ensuing Annual General Meeting
of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the
Company. It is hereby confirmed that the Company has complied with the provisions of SS -
1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial
Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2023 - 24 is
annexed herewith as “Annexure - B”.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors had appointed Mr.
Dhaval Bharatbhai Patel as the Internal Auditor for FY 2023 - 24.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the
Company.

19. AUDITORS REPORT:

There are not adverse remarks or comments or reservation of opinion by the auditor in its
audit report.

20. DETAILS OF FRAUDS REPORT BY THE AUDITOR:

There are no frauds reported by the auditor in its audit report in pursuance to section
143(12) of the Companies Act, 2013, during the period under review.

21. FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective
members are required to carry out performance evaluation of the board as a body, the
Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation
process identified an independent process for conducting board evaluation exercise for its
this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the
Companies Act, 2013, read along with the applicable rules thereto.

Composition

Sr. No.	Name of the Member	Designation
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Kamlesh Lodhiya	Member

The Audit Committee met 4 times during the year and gap between two meetings did
not exceed four months. The dates on which Audit Committee Meetings were held
were 26^th April, 2023, 1^st June, 2023, 8^th August, 2023 and 25^th December, 2023.
Necessary quorum was present at above Meetings.

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

Sr. No.	Name of the Member	Designation
1.	Karan Kothari	Chairperson
2.	Sona Bachani	Member
3.	Pratibha Lodhiya	Member

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders’ relationship committee as per the provisions of Section
178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship
Committee is as follows:

Sr. No.	Name of the Member	Designation
1.	Sona Bachani	Chairperson
2.	Kamlesh Lodhiya	Member
3.	Chanrmi Lodhiya	Member

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING
VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the
Company during the year under review.

23. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the Company had
not devised any policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.

24. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The company does not have any Subsidiary Company, joint venture & associate
companies during the year.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social
Responsibility are not applicable to the company.

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
employees of the company has received remuneration above the limits specified in the
said Rule during the financial year 2023-24.

The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as “Annexure-A”.

27. INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

The details of Energy Conservation, Technology Absorption and Foreign Exchange
Earning in terms of Section 134 of the Companies Act, 2013 & rules made thereunder are
tabled below:

The steps taken or impact on conservation of energy	The Company is taking due care for using electricity. The Company usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
The steps taken by the company for utilizing alternate sources of energy
The capital investment on energy conservation equipment’s

Technology Absorption:

The efforts made towards technology absorption	NIL
The benefits derived like product improvement, cost reduction, product development or import substitution	NIL
In case of imported technology (imported during the last three years reckoned from the beginning of the financial years) (a) The details of technology imported (b) The year of import (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
The expenditure incurred on Research and Development	NIL

Foreign Earnings and Outgo:

During the year, the Company has made following Foreign Exchange Earning and Outgo:
Foreign Earnings: Nil
Foreign Outflow: Nil

28. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of
Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules
framed thereunder. Pursuant to the provisions of “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder,
the Company has formed an Internal Complaint Committee.

During the financial year 2023-24, the Company has not received any complaints on
sexual harassment and hence no complaints remain pending as at 31st March, 2024.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since, the Company does not fall under the criteria as mentioned in the provisions of
Section 135 of the Companies Act, 2013 and the Companies (Corporate Social

Responsibilities) Rules, 2014; the Company has not formed the Corporate Social
Responsibility (CSR) Policy and the CSR Committee. The Company has not developed
and implemented any Corporate Social Responsibility initiatives as the said provisions are
not applicable.

30. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY OF THE COMPANY:

Considering the present condition of the company the company has yet to formulate the
risk management policy, however the board is being regularly provided with information
which may have potential threat of risk as and when required. However, the company
shall formulate suitable Risk Management Policy in due course.

31. INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

As such the company does not fall under the category of Listed Company or other
specified public company, the requirement for the Internal Control System & its
Adequacy is not required. However, the Board of Directors of the Company has formed
the internal financial controls commensurate with the size of the Business.

32. ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no material orders passed by the regulators or courts or tribunals impacting the
going concern status of the company’s operations in future.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015, details on Management
Discussion and Analysis Report are annexed as “Annexure - C”.

34. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. Corporate
Governance is not applicable to the company under regulation 15(2) of SEBI (LODR)
Regulations, 2015 since the company is listed on BSE SME platform.

35. SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 has been duly
followed by the company.

36. THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 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 www.kouradiamondiewelry.com

37. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors

confirm as under:

a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if
any;

b) That 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 March 31, 2024 and the profit and loss of
the company for that period;

c) That 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) That the preparation of the annual accounts is on a “going concern” basis;

e) Proper internal financial controls are laid down and are adequate and operating
effectively.

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

38. APPRECIATION

The Company places on record its deep appreciation for all those who are associated with

the Company and have continued their support towards the growth and stability of the

Company.

For, Koura Fine Diamond Jewelery Limited

Kamlesh Lodhiya Pratibha Lodhiya
Managing Director Director

DIN: 09547591 DIN: 09547590

Date: 24/08/2024

Place: Ahmedabad