To,


The Members of Gautam Gems Limited,


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:


(Rs. In Lakhs)



  

    
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 Rs.7,850.50 lakhs as against Rs.10,158.52 lakhs in
FY 202324, 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 Rs.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 Rs.96.54 lakhs to
Rs.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 Rs.33.32 lakhs (Rs.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 Rs.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 Rs.0.07, down from Rs.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 Rs.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 25th 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 25th 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 reappointment.

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 31st 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 24th 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 12th 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.


10. 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.