Your Directors have pleasure in presenting their Report on the Business and
Operations of the Company and the Accounts for the Financial Year ended 31st March
2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board’s Report is prepared based on the standalone financial statements of the
Company.

2. OPERATION & REVIEW

Your Company posted a total income of Rs. 18,978.02 lakhs for the financial year
ended 31st March 2025. Your Companies’ profit after tax for the year was Rs.
54.30 lakhs.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year
ended 31st March 2025.

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

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

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to
General Reserves account in terms of Section 134(3)(J) of the Companies Act,
2013.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year ended March 31, 2025 there has been no change in the
nature of the business of the Company,

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr, Rohit Dalpatbhai Shah (Managing Director) (DIN: 00543440), Mr, Saunil
Rohitkumar Shah, (Whole Time Director) (DIN: 07673046), Mrs, Chetana Rohit
Shah, (Director) (DIN: 00538673), Mr, Mitkumar Dipakkumar Shah, (Independent
Director) (08536389), Mr, Hetkumar Devendrakumar Shah (Independent Director)
(10861188), Mr, Jheel Mayankbhai Shah (Independent Director) (10861431), Mr,
Abhijit Roy, Company Secretary and Compliance Officer and Mr, Raj Atul Kumar
Shah, Chief Financial Officer and are the Key Managerial Personnel of the
Company as on the date of this Report,

All the Independent Directors of the Company have given their declarations to the
Company under Section 149(7) of the Act that they meet the criteria of
independence as provided under Section 149(6) of the Act and Regulation 16(1)(b)
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations’), In the opinion of the
Board, they fulfil the conditions of independence as specified in the Act and the
Listing Regulations and are independent of the management,

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eight (8) times 29,05,2024, 05,08,2024,
05,09,2024,13,11,2024, 30,11,2024, 07,12,2024, 17,01,2025 and 11,02,2025 in respect of
said meetings proper notices were given and proceedings were properly
recorded and signed in the Minute Book maintained for the purpose,

9. COMPLIANCE WITH SECRETARIAL STANDARDS

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

10. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board
evaluated the effectiveness of its functioning and that of the Committees and of
Individual Directors by seeking their inputs on various aspects of Board /
Committees. The evaluation covered functioning and composition of the Board
and its Committees, understanding of the roles and responsibilities,
experience, competencies, participation at the Board and Committee meetings,
corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined
process covering the areas of the Board functioning viz. composition of the
Board and Committees, understanding of roles and responsibilities, experience
and competencies, contribution at the meetings etc.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit / loss of the
company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

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

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

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to
Financial Statements. The Board has inter-alia reviewed the adequacy and
effectiveness of the Company’s Internal Financial Controls relating to its Financial
Statements.

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

13. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, there is no change in the capital structure of the
Company.

14. INSURANCE

Your Company has taken adequate insurance for its current and fixed assets,
employees and products against various relevant risks.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the Financial
Year to which the Financial Statements relate and the date of this Report.

16. EXTRACT OF THE ANNUAL RETURN

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

17. AUDITORS AND THEIR REPORT
STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014 the Members at the their 19^th
Annual General Meeting of the Company held on 28^th September, 2024 had
appointed M/s. Bharat H. Shah & Co, Chartered Accountants (Firm Registration
No. 101217W) as the Statutory Auditor of the Company to hold office for a term of
five consecutive years until the conclusion of the 24^th Annual General Meeting.

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

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Company has appointed M/s. Neelam Somani &
Associates, Practicing Company Secretaries (COP No- 12454) as Secretarial
Auditor of the Company. The report of the Secretarial Auditor is enclosed to this
report as "Annexure - A”. The report is self -explanatory.

The Board of Directors has duly reviewed the Secretarial Auditors’ Report and the
observations and comments, appearing in the report are self-explanatory and do
not call for any further explanation/clarification by the Board of Directors as
provided under Section 134 of the Act.

COST AUDITORS

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

18. INTERNAL AUDIT & CONTROLS

The Company has appointed M/s Shivam Soni & Co. Chartered Accountants,
external firm as its Internal Auditor. During the year, the Company continued to
implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing
basis to improve efficiency in operations.

19. DEPOSITS

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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

23. REPORTING OF FRAUD

In line with the provisions of Section 143 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, as amended notifications/ circulars issued by
the Ministry of Corporate Affairs from time to time, no fraud has been reported
by the Auditors of the Company where they have reason to believe that an
offence involving fraud is being or has been committed against the Company by
officers or employees of the Company and therefore no details are required to be
disclosed under Section 134(3)(ca) of the Act.

24. PARTICULARS REGARDING EMPLOYEES

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

25. RELATED PARTY TRANSACTIONS

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

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

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

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

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

A. CONSERVATION OF ENERGY:

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

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

III. The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: None

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

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

a) The details of technology imported: None

b) The year of import: N.A.

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

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

e) The expenditure incurred on Research and Development: Nil

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

28. DETAILS OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE,
STAKEHOLDERS RELATIONSHIP COMMITTEE AND SEXUAL HARASSMENT
COMMITTEE

Audit Committee: Constitution & Composition of Audit Committee:

The Company has constituted the Audit Committee with the primary objective to
monitor and provide effective supervision of the Managements’ financial
reporting process with the view to ensure accurate, timely and proper
disclosures and transparency, integrity and quality of financial reporting.

The composition of the Audit Committee and details of meetings attended by the
members of the Audit Committee are given below: 29.05.2024, 05.08.2024,
13.11.2024,11.02.2025.

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company’s financial reporting process and the disclosure
of its financial information

• To ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of
external Auditor

• Review and monitor the auditor’s independence and performance and effectiveness
of audit process

• Approval or any subsequent modification of transactions of the company with
related parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary

• Monitoring the end use of funds raised through public offers and related matters

• Reviewing with management the Annual financial statements and half yearly and
Quarterly financial results before submission to the Board

• Reviewing periodically the adequacy of the internal control system

• Discussions with Internal Auditor on any significant findings and follow up

Nomination and Remuneration Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and
regulation 19 of the Listing Regulations 2015, the Board has constituted a
“Nomination and Remuneration Committee” (NRC).

The Nomination and Remuneration Committee as a committee of the Board has been
constituted mainly to determine and recommend to Board, the Company’s policies on
remuneration packages for Executive and Non-Executive Directors and policies on
Nomination for Appointment of Director, Key Managerial Personnel and Senior
Management Personnel.

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

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as
under:

• Formulation of the criteria for determining the qualifications, positive
attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial
Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the
Board.

The Policy of nomination and Remuneration committee has been place on the
website of the company at www.palmjewelsltd.com and the salient features of the
same has been disclosed under “Annexure - D”.

Stakeholder’s Relationship Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and
regulation 20 of the Listing Regulations, the Board has formed a “Stakeholders’
Grievances and Relationship Committee”.

The composition of the Stakeholder’s Relationship Committee and details of
meetings attended by the members of the Committee are given below:

29. INDEPENDENT DIRECTOR’S MEETING

During the year under review, a separate meeting of Independent Directors was
held on 11^th February 2025, inter alia, to discuss:

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

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

3. Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary to effectively and reasonably
perform its duties.

All the Independent Directors were present at the meeting.

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

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

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

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

31. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the code of conduct for
prohibition of insider trading, as approved and adopted by the Directors and
designated Employees of the Company, The Code requires pre- clearance for
dealing in the Company’s shares and prohibits the purchase or sale of Company
shares by the Directors and designated employees while in possession of
unpublished price sensitive information during the period of Trading Window
Closure, The Board is responsible for implementation of the Code, All Board of
Directors and designated employees have confirmed compliance with the Code,

32. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has
been established,

33. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR)
Regulation, 2015, the Company has constituted a Business Risk Management
Committee, At present the Company has not identified any element of risk which
may threaten the existence of the Company,

34. CORPORATE GOVERNANCE

During the financial year Company abides the Regulations related to Corporate
Governance under SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015,

35. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34
and Schedule V of SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the
companies’ current working and future outlook, The Management Discussion and
Analysis Report is annexed herewith as “Annexure D”,

36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

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

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

During the year under review, there was no instance of any one time settlement
for reporting details vis-a-vis Valuation.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS

During the year under review, there were no material and significant orders
passed by the regulators or courts or tribunals impacting the going concern
status and the Company’s operations in future.

39. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 is being sent only
electronically to Members whose email addresses are registered with the
company or depositories in accordance with Regulation 36 of the Listing
Regulations. Members may take note that the Notice and Annual Report for
2024-25 will also be accessible at the website of the Company.

40. CAUTIONARY STATEMENT

The annual report including those which relate to the directors’ report,
management discussion and analysis report may contain certain statements on
the Company’s intent expectations or forecasts that appear to be forward¬
looking within the meaning of applicable securities laws and regulations while
actual outcomes may differ materially from what is expressed herein.

41. APPRECIATION AND ACKNOWLEDGEMENT

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

For & on behalf of the Board of Directors
Palm Jewels Limited
Sd/- Sd/-

Date: 05-09-2025 Rohit D Shah Saunil R Shah

Place: Ahmedabad Managing Director Whole-Time Director

DIN: 00543440 DIN: 07673046

Registered Office:

C-205, D-205, 2nd Floor,

Super Mall, Besides Lal Bungalow,

C.G. Road, Navrangpura
Ahmedabad-380009, Gujarat.