Senco Gold Ltd

Your Directors have the pleasure of presenting the 30^th Annual Report of Senco Gold Limited ("the Company") along with the Audited Financial Statement (both Standalone and Consolidated) for the financial year ended March 31, 2024. This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all the stakeholders and look forward to your faith and support in times to come.

1. FINANCIAL SUMMARY

A summary of the financial performance of the Company for the financial year ended March 31, 2024, on a standalone and consolidated basis, is as below:

(Amount in INR Million)

2. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the financial year, the Company came out with the Initial Public Offer through fresh issuance of shares and Offer for Sale.

The issue opened on July 04, 2023 and closed on July 06, 2023. Your Company successfully completed its Initial Public Offering (IPO) and raised INR 4,050 Million comprising of a fresh issue of 8,517,350 Equity Shares of Rs. 10/- each aggregating to INR 2,700 million by the Company and an offer to sale of 4,258,675 Equity Shares of Rs. 10/- each aggregating to INR 1,350 million by SAIF Partners India IV Limited (the Selling Shareholder). The issue was led by the book running Lead Managers viz. SBI Capital Markets Limited, IIFL Securities Limited and Ambit Private Limited.

The issue was oversubscribed around 77 times (i.e., around 16 times in Retail Individual Investor (‘RII'), 190 times in the Qualified Institutional Buyer (‘QIB'), 68 times in the Non-Institutional Investor (‘NII') category).

Pursuant to the Initial Public Offer, the equity shares of the Company were listed in the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) on July 14, 2023. Your Company confirms that it has paid the Annual Listing Fees for the FY 2024-25 to BSE and NSE.

The Company had appointed ICRA Limited as the Monitoring Agency, in terms of the rules and regulations notified by SEBI, to monitor the utilisation of the funds raised through IPO. The reports of the monitoring agency were submitted with the Stock Exchanges on quarterly basis as per the prescribed guidelines. The proceeds raised through IPO were fully utilised by the Company during the year under review in terms of the objects of the issue as stated in the Prospectus.

The Company have deployed the net IPO funds for working capital as per object of the issue and invested in new store capex and capacity building for future.

3. BUSINESS PERFORMANCE

During the year under review, the total Income from the operation was INR 52,724.23 million as compared to INR 41,072.65 million for the previous year on a standalone basis. The Net Profit was INR 1,887.50 million as compared to INR 1,609.13 million for the FY 2022-23 on a standalone basis. Your Company is a leading pan-India jewellery retailer with a legacy of more than eight decades and largest in eastern India based on number of showrooms. In line with the growth strategy, the Company continued its business expansion with sharp focus on driving profitability and customer acquisition. During the year under review, the Company added 23 showrooms, thereby expanding its showroom portfolio to 159 (including 66 Franchisee showrooms) as at the end of the year, spread across India having various formats like Classic & Modern, D'Signia, Everlite, House of Senco to cater to various customer segments. The Company diversified its product portfolio recently by launching "Sennes" Brand for leather bags and lab grown diamond jewellery.

During the year, the gold prices increased substantially continuing their upward journey throughout the year based on global uncertainty, war in Israel and middle east and higher buying by Central Banks across the globe. Even in this challenging scenario, your Company achieved substantial growth. This growth was fuelled by maturity of existing showrooms, higher wedding sales and higher old gold exchange.

4. DIVIDEND

During the year, the Company paid an interim dividend of INR 1/- per share. In addition, the Board of the Company has recommended, subject to approval of the shareholders at the ensuing Annual General Meeting, a final dividend of INR 1/- per share for the year, thereby taking the total dividend for the year to INR 2/- per share amounting to dividend payout of 20%.

PursuanttoRegulation43AoftheSecuritiesandExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Board has approved the Dividend Distribution Policy, which specifies various factors/parameters to be considered while deciding to recommend or declare a dividend. The Dividend Distribution Policy of the Company is available on the Company's website, at Dividend Distribution Policy.

5. TRANSFERTO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the Financial Year 2023-24 appearing in the statement of profit and loss account.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

7. SHARE CAPITAL

The Authorized Share Capital of your company as on 31^st March,2024 stood at Rs. 1,14,00,00,000/- divided into 100,000,000 Equity Shares of Rs. 10/- each and 1,40,00,000 Compulsory Convertible Non-Cumulative Preference Shares of Rs. 10/- each and issued, subscribed and paid-up share capital was Rs. 77,70,41,730/- divided into 7,77,04,173 Equity Shares of Rs. 10/- each.

Pursuant to issue of 1,32,96,153 Equity Shares of face value Rs. 10/- each on conversion of Compulsory Convertible Preference Shares (CCPS), fresh issue under IPO of 8,517,350 Equity Shares of face value Rs. 10/- each and allotment of 41,017 Equity Shares of face value Rs. 10/- each as per the ESOP Scheme of the Company, the issued, subscribed and paid-up capital stands at Rs 77,70,41,730/- as on 31^st March 2024, increased from Rs 69,14,58,060/- as on 31^st March 2023.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act 2013 are given in the notes to financial statements. The Company has granted loans, provided guarantees and made investment in its wholly owned subsidiary(ies)) and other body corporate for their business purpose.

9. PUBLIC DEPOSITS/ JEWELLERY PURCHASE SCHEME

Your Company has been accepting advance from Customers under its jewellery purchase scheme "Swarna Yojana", "Swarna Labh". The scheme is to facilitate customers of the Company to purchase jewellery by making advance payments through easy monthly instalments and also get benefit in the form of discount at the time of purchase of jewellery, based on the duration of the scheme. The requisite details relating to such jewellery purchase scheme , covered under Chapter V of the Act are as under:

a) Accepted during the year: Rs. 216.11. Cr.

b) Remained unpaid or unclaimed as at the end of the year: Rs 156.39 Cr

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i) at the beginning of the year: NIL

ii) Maximum during the year: NIL

iii) at the end of the year: NIL

There were no deposits not in compliance with the requirements of Chapter V of the Companies Act, 2013. The Company has no advance from customers lying with it for more than three hundred and sixty-five days as on the end of the year under review.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiaries is included in the Consolidated Financial Statements of the Company. The Company has a policy for determining the materiality of a subsidiary, which is available at : POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

As of March 31, 2024, your Company had the following wholly owned subsidiary companies:

i) Senco Gold Artisanship Private Ltd., India

Senco Gold Artisanship Private Limited (SGAPL) is a wholly owned subsidiary of the Company which was incorporated on 14^th October, 2020 and is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and jewellery made of silver, platinum and precious and semi-precious stones, gold coins and other metals. The separate audited financial statements of SGAPL, are available on the Company's website on www.sencogoldanddiamonds.com/FinancialsofSencoGoldArtisanshipPvtLtd

ii) Senco Global Jewellery Trading LLC, Dubai, UAE

Senco Global Jewellery Trading LLC (SGJTL) was incorporated on 14^th February, 2023 in Dubai (UAE) as a wholly owned subsidiary of the Company as a part of the Company's global expansion plan. SGJTL is engaged in the business of trading and retail of gold, diamond, stones and its jewelleries. The Company is also operating one retail store at Dubai, UAE. The separate audited financial statements of SGJTL, are available on the Company's website on www.sencogoldanddiamonds.com/FinancialsofSencoGlobalTradingLLC

Both these wholly owned subsidiaries are in the initial phase of their launch and have incurred initial losses during the year amounting to Rs 16.12 Million for Senco Gold Artisanship Private Limited and Rs 36.46 Million for Senco Global Jewellery Trading LLC which have been adjusted in consolidated financials.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Company's subsidiary is enclosed as Annexure-I in the Form AOC-1, forming part of this report.

The Company does not have any Joint Venture or an Associate Company.

11.MANAGEMENT DISCUSSION AND ANALYSIS

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report.

12. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

The Securities and Exchange Board of India (SEBI), through a notification dated May 5, 2021, made certain amendments to the SEBI Listing Regulations. One of the key changes is the requirement to submit a Business Responsibility and Sustainability Report (BRSR) instead of the existing Business Responsibility Report. Furthermore, a circular also mandates the top 1,000 listed companies (by market capitalization) to comply from FY 2023-24 onwards. The Company has prepared the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2024, in accordance with the format prescribed in the SEBI Circular.

The Company believes that transparent, accurate, and comprehensive disclosure practices not only aid in strategic decision-making but also help in demonstrating incremental value created for all groups of stakeholders.

The Business Responsibility & Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from a social and governance perspective, forms an integral part of the Annual Report.

13. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The following material changes took place in the Financial Year 2023-24:

- The Company has allotted 85,17,350 equity shares of INR 10/- each issued at the price of INR 317/- per share under IPO;

- The Company has allotted 1,32,96,153 equity shares of INR 10/- each upon conversion of Compulsorily Convertible Cumulative Preference Shares (CCPs);

- The Company listed its equity shares on National Stock Exchange of India Limited and BSE Limited on July 14, 2023;

- Launch of Sennes Brand;

- Initial capital contribution towards launch of B2B and Retail Business in Dubai, UAE through wholly owned subsidiary which was launched in February, 2024.

Other than as disclosed in the financial statements, there have been no material changes or commitments, if any, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

14. RISK MANAGEMENT POLICY

In line with the regulatory requirement, your Company has framed Risk Management Policy to identify, analyse and prioritize risk, develop risk mitigation plan and reporting on the risk environment of the Company. Your Company continuously evaluates and monitors the various internal and external risks surrounding its business environment and seeks to mitigate and minimize any challenges or adverse impact on its business objective. Recommendations/ Observations of the Risk Management Committee are submitted to the Board. The Committee and the Board review the Risk Assessment procedures periodically to ensure that risks are controlled/ mitigated by the management.

During the period under review, the management identified and assessed strategic/technology, operational/business, industry/ regulatory, financial/legal and environment/ governance risks and opportunities. Risk treatment actions were defined to reach acceptable risk levels at each stage. The risks have been regularly reviewed by the Risk Management Committee from time to time during the year and necessary mitigation steps as advised have been taken by management team.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes to integrate social and environmental concerns in its business operations and interactions with its stakeholders. It has always worked toward building trust with all its stakeholders based on the principles of good corporate governance, integrity, equity, transparency, fairness, disclosure, accountability and commitment to values. The Company will work towards leveraging its expertise for various social causes and encourage its employees to volunteer for the CSR program of the Company. Your Company has well defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. Your Company discharges its Corporate Social Responsibility obligations through registered Implementing Agency namely P.C. Sen Charitable Trust by supporting projects in the areas of Health, Education, Women Empowerment, Environment Sustainability and Ecological Balance as prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure - II to this Report and the CSR Policy can be accessed using the link CSR Policy

16. CORPORATE GOVERNANCE

The Corporate Governance practice of your Company is a true reflection of the values and morale of the Company, which is committed to implementing the best practices of Corporate Governance and to managing the affairs of the company with integrity, transparency and accountability as the driving force. Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI Listing Regulations as amended from time to time. A separate section on Corporate Governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, forms part of this report.

17. EMPLOYEE STOCK OPTION SCHEME

Your Company grants Employee Stock Option that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the members of the Company and in terms of the provisions of applicable laws, your Company has duly implemented Senco Gold Limited Employee Stock Option Scheme –2018 (ESOPs, 2018 Scheme) as amended. The Nomination Remuneration and Compensation Committee is entrusted with the responsibility of administering the ESOPs, 2018 Scheme.

During the year under review, subsequent to the Initial Public Offering (‘IPO') of its equity shares, your Company suitably amended and ratified the ESOPs, 2018 Scheme by passing special resolution via Postal Ballot on June 07, 2024 to meet regulatory requirements mandated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is www. sencogoldanddiamonds.com/Annual Disclosure ESOP A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid scheme have been implemented in accordance with the SEBI SBEB Regulations, will be open for inspection at the ensuing 30^th Annual General Meeting.

18. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure -III to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as "the Act") and Articles of Association of the Company, Mr. Suvankar Sen (DIN: 01178803), Managing Director & CEO, retires by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The brief resume and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure – A to the Notice of the 30^th Annual General Meeting. During the year under review, Mr Vivek Kumar Mathur (DIN: 03581311) tendered his resignation as Nominee Director with effect from the close of business hours of 29^th February, 2024 due to withdrawal of Nomination by SAIF Partners India IV Limited post IPO following highest standards of corporate governance.

The details of Board and Committees composition, tenure of directors, areas of expertise, terms of reference and other details are available in the Corporate Governance Report that forms a part of this Annual Report.

Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that: - they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and - as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. A.K. Labh, Practising Company Secretary, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report.

Key Managerial Personnel

Mr. Surendra Gupta, resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 24^th June, 2024. Mr. Mukund Chandak was appointed as the Company Secretary & Compliance Officer via Board Resolution dated June 27, 2024, based on the recommendation of the Nomination Remuneration & Compensation Committee. Mr Suvankar Sen (DIN : 01178803) continues to be the Managing Director & CEO of the Company & Mr. Sanjay Banka continues to be the Chief Financial Officer of the Company.

Number of meetings of the Board of Directors

During the year under review the Board of Directors held 14 meetings, the details of which are provided in the Corporate Governance Report. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI Listing Requirements, 2015. The details of Board Meetings held, and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance, forming part of this Report.

20. ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the Annual Return on the website at Investor Relations (sencogoldanddiamonds.com)

21.NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The NRC Policy is available on the website of the Company at: NRC Policy

22. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination, Remuneration and Compensation Committee of the Company has laid down parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per the criteria laid down by the NRC Committee. The Board members were satisfied with the evaluation process.

23.BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every Director is familiarised and oriented about the business and the key operational procedures of the Company by the Independent Professionals on a continuous basis through various presentations and sessions. They are provided deep insights on various matters including values, mission and vision of the Company, group & organisation structure, Board procedures, senior management, industry in which the Company operates, business & operations, strategies, competition, products and new launches, market presence, revenues, budgets, regulatory updates, sustainability, internal controls, material risks along with their mitigation plans.

The details of the above familiarization programmes for the Independent Directors can be accessed at : Policy for Familiarization for Independent Directors

24. INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

Internal control is an essential part of the Corporate Governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published and other financial information disclosed by the Company provide a fair view on the Company's financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company's strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

Details in respect of adequacy of internal financial controls with reference to the financial statement are given in the Management's Discussion and Analysis, which forms part of the Annual Report.

Your Company's internal audit process is carried out by M/s Moore Singhi Advisors LLP, Internal Auditors at all business places across the country as well as our in-house Audit team regularly visit our own store to conduct the Branch Audit. The objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013 and corporate policies.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

25. RELATED PARTY TRANSACTIONS & CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no Material Related Party Transaction by the Company during the year.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/ repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at Policy on Materiality of Related Party Transactions

26. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company confirms to the best of their knowledge and ability, that: a. in the preparation of the Annual Accounts for the Financial Year during the year under review, the applicable accounting standards have been followed along with the proper explanation relating to material departures; b. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company for the Financial Year during the year under review, and of its Profit and Loss for the Financial Year ended on that date; c. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. your Directors have prepared the annual accounts for the financial year during the year under review on a ‘going concern' basis; e. your Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and f. your Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

Statutory Auditor

The members at the 25^th Annual General Meeting had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) as the Statutory Auditors of the Company for a period of five years, to hold office until the conclusion of the 30^th Annual General Meeting of the Company.

The Board of Directors based on the recommendation of the Audit Committee, proposed the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) as the Statutory Auditors of the Company for a further period of five years, from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company. M/s Walker Chandiok & Co LLP have confirmed that they satisfy the Independence criteria required under the Act and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirmed that they are eligible to be re-appointed and that they have not been disqualified in any manner from continuing as Statutory Auditor.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Statutory Auditors' Report for FY 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the Financial Statements in this Annual Report.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, your Company has appointed M/s. A. K. Labh & Co., Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2023-24 Secretarial Audit Reports of the Company in the prescribed Form No. MR-3 is attached as Annexure –IV forming part of this Report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. A. K. Labh & Co., Company Secretaries as the Secretarial Auditor of the Company for the FY 2024-25.

Internal Auditors

M/s. Moore Singhi Advisors LLP, Chartered Accountants, were appointed as Internal Auditors of the Company for FY 2023-24. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. Moore Singhi Advisors LLP , Chartered Accountants as the Internal Auditors of the Company for the FY 2024-25.

28. SECRETARIAL STANDARDS

Your Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

29. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

Your Company believes in providing a safe and free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Committee. The Company has framed "Prevention of Sexual Harassment at Workplace Policy" which is available on the Company website at POSH Policy During the year under review, no complaint has been received for sexual harassment of woman at workplace.

30. VIGIL MECHANISM

Your Company believes in conduct of the affairs of its business in a fair and transparent manner by adopting highest standards of honesty, integrity, professionalism and ethical behaviour. Your Company has established a Vigil Mechanism pursuant to Whistle-Blower Policy ("Policy") in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations with a view to provide a platform and mechanism for Employees, Directors and other stakeholders of the Company to report actual or suspected unethical behaviour, fraud or violation of the Company's Code of Conduct, ethics, principles and matters specified in the policy without any fear of retaliation and also provide for direct access to the Chairperson of the Audit Committee as the case may be, in exceptional cases.

The Company affirms that in compliance with the Whistle-Blower Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee. The policy is available on the Company's website and can be accessed at Vigil Mechanism / Whistle Blower Policy

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

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure –V.

32. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there was no dividend which remained outstanding or remained to be paid & required to be transferred to the IEPF by the Company during the year ended March 31, 2024.

33. COST AUDIT

Your Company is not required to maintain cost records as specified under Section 148 of the Act and is not required to appoint Cost Auditors.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

35. PREVENTIONOFMONEYLAUNDERINGACT

The Company has taken proper steps to comply with the guidelines of the Prevention of Money Laundering Act (PMLA) as applicable on the dealers in precious metals and precious stones. The Company has registered itself as a Reporting Entity with Financial Intelligence Unit (FIU) and has appointed the Designated Director and the Principal Officer in terms of the guidelines. The PMLA laws requires such entities indulging in cash transactions with a single customer repeatedly or through a series of transactions in a month to report the same to FIU when such transactions exceed Rs 10 lakh and also to report any suspicious transactions. The Company has adopted procedures to check such transactions. Proper KYC documents are being taken from the customers and wherever applicable, reporting with FIU is being done.

36. OTHER DISCLOSURES

During the year under review, the Company has:

a) not made any application and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

b) not made any application for One Time Settlement (OTS) with any Banks or Financial Institution.

c) not issued Shares with Differential Voting Rights and Sweat Equity Shares.

d) None of the Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries.

e) no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. It pertinent to note that in recent Budget, Effective Customs duty ( inclusive of AIDC) on Gold has been reduced from 15% to 5%which may have a short term impact on profitability of company for FY 2024-2025 but will have long term ameliorative effect on Gold demand.

37. APPRECIATIONANDACKNOWLEDGEMENT

The Board would like to acknowledge and place on record its sincere appreciation to all stakeholders – shareholders, bankers, dealers, vendors, karigars and other business partners for the unstinted support received from them during the year under review. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company. The Board also expresses its appreciation to the working capital consortium bankers who have continued to show their faith and trust by proving and constantly enhancing working capital facilities to us.

Your Board would also like to thank the merchant bankers, legal counsels and other intermediaries involved with the IPO for helping the Company achieving successful IPO and listing. Your Board would also like to thank the regulatory authorities like SEBI, MCA and ROC for enabling the Company to take its equity story to the public market. Further your Board extends their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.