Your directors have pleasure in presenting the 30th Annual
Report on the business and operations of the Company and the
accounts for the Financial Year ended 31-March-2025.

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF
THE COMPANY:

During the financial year (FY) 2024-2025, the company has
achieved a total income of Rs. 1772.53 Crore as compared to Rs.
821.52 Crore in the financial year 2023-2024. The profit before
tax for 2024-2025 stood at Rs. 60.86 Crore compared to Rs.36.71
Crore in the financial year 2023-2024. The profit after tax for
2024-2025 stood at Rs. 44.92 Crore compared to Rs. 27.32 Crore
in the financial year 2023-2024

DIVIDEND:

The Directors are pleased to recommend a Final Dividend of
Rs.0.50/- (5%) per equity share of face value of Rs.10/- each For
The Year Ended31-March-2025. Additionally, during the year, an
Interim Dividend of Rs.0.50/- per equity share was declared in
the Board Meeting held on 12-November-2024

The final dividend, if approved, would be paid to members
whose names appear in the Register of Members as on the
record date fixed for this purpose. The dividend payment
is based upon the parameters mentioned in the Dividend
Distribution Policy approved by the Board.

Pursuant to Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations”), the Dividend Distribution Policy duly approved
by the Board is available on the website of the Company and
can be accessed at https://www.khazanchi.co.in/policies.html

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 which remain unpaid or unclaimed for a period of
seven consecutive 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 and required
to be transferred to the IEPF by your Company during the year
ended 31-March-2025

TRANSFER TO RESERVES:

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 2024-25 as appearing in the statement
of profit and loss account for the purpose of business growth.

SHARE CAPITAL:

During the year under review, the Company has not altered/
modified its Authorised Share Capital.

A. AUTHORISED CAPITAL

The authorised capital of the Company stood at Rs.
25,00,00,000/- (Rupees Twenty five crore only) divided
into 2,50,00,000 (Two crore fifty lakhs only) Equity shares
of Rs. 10/- (Rupees Ten) each.

B. PAID UP CAPITAL

The Paid up share capital of the Company stood at Rs.
24,74,69,000/- (Rupees Twenty four crore seventy four
lakhs sixty nine thousand only) divided into 2,47,46,900
(Two crore forty seven lakhs forty six thousand nine
hundred only) Equity shares of Rs. 10/- (Rupees Ten) each.

OTHER DISCLOSURES W.R.T. SHARE CAPITAL:

Your directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

a. Issue of equity shares with differential rights as to
dividend, voting, or otherwise.

b. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

c. Issued any securities that are convertible into equity
shares at a future date and nor any such shares are
outstanding previously.

d. Shares having voting rights not exercised directly by the

employees and for the purchase of which or subscription
to which loans was given by the company.

e. Buyback of any of its securities
DEPOSITS:

The Company has not accepted nor renewed any deposits
falling within the purview of section 73 of Companies Act,

2013 read with Companies (Acceptance of Deposits) Rules,

2014 as amended from time to time, during the year under the
review and therefore details mentioned in Rule 8(5)(v) & (vi) of
Companies (Accounts) Rules, 2014 relating to deposits covered
under chapter V is not required to be given.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING
THE YEAR/STATE OF COMPANY’S AFFAIR & NATURE OF
CHANGE IN BUSINESS:

The company is dealing in goldjewellery, bullion, diamonds and
related products. There is no change in the nature of business
during the year as compared to previous year

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, affecting the financial
position of the company which have occurred between the end
of the financial year of the company to which the financial
statements relate and till the date of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given loans,
guarantees and investments covered under the provisions of
Section 186 of the Act.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015, a Management Discussion and Analysis
Report is given above in Annexure - A

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act,
the Company has formulated a Corporate Social Responsibility
Policy (CSR Policy) which is available on the website of the
Company at https://www.khazanchi.co.in/policies.html

An Annual Report on CSR activities of the Company during the
financial year 2024-25 as required to be given under Section
135 of the Act read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 has been provided as
an Annexure - B to this Report.

RELATED PARTY TRANSACTIONS

The transaction entered with the related party transactions was
in arms length basis and were carried out in the ordinary course
of business during Financial Year 2024-25 and disclosure for
same is given in Form AOC - 2 in Annexure - C

The Company has adopted policy on Related Party Transactions
and can be accessed on the Company’s website at https://
www.khazanchi.co.in/policies.html

VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES.

The Company has formulated a comprehensive Whistle¬
blower Policy in line with the provisions of Section 177(9)
and Section 177(10) of the Companies Act, 2013 with a view
to enable the stakeholders, including Directors, individual
employees to freely communicate their concerns about illegal
or unethical practices and to report genuine concerns to the
Audit Committee of the Company. The mechanism provides
adequate safeguards against victimisation of Directors or
employees who avail of the mechanism. The Vigil Mechanism
policy has been placed on the website of the Company at
https://www.khazanchi.co.in/policies.html

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNAL:

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have an impact on the
going concern status and the Company’s operations in future.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return (Form MGT-
7) for the financial year ended 31-March-2025 will be made
available on the Company’s website and can be accessed at
https://www.khazanchi.co.in/annual-return.html

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
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 - D

Number Of Meetings Of The Board Of Directors:

5 Board Meetings were held during the Current Financial year and the gap between two meetings was not more than 120 days. The
date of the meetings and the attendance of directors as given below

COMMITEE DETAILS

A. AUDIT COMMITTEE

Terms of Reference

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Review and monitor the Auditor's independence and performance and effectiveness of audit process

• Review with the Management the quarterly Financial Statements and the annual Financial Statements and the Auditor’s
Report thereon, before submission to the Board for approval, with particular reference to:

• matters required to be included in the Director’s responsibility statement to be included in the board’s report in terms of
Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

• disclosure of any related party transactions.

• modified opinion(s) in the draft audit report

• 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.

• Evaluation of internal financial controls and risk management systems.

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

• To review the functioning of the whistle blower mechanism.

COMPOSITION, NAME OF MEMBERS AND CHAIRMAN

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014,
the Audit Committee of the Board of Directors consisting of below mentioned Directors as a practice of good governance:

(i) Mr. Naressh M Jain (DIN: 08102162) - Chairman (Independent Director)

(ii) Mr. Tanuj Jain Susilkumar (DIN: 10332355) - Member (Independent Director)

(iii) Mrs Rithika Bohra (DIN: 10307277) - Member (Non-executive Director)

Note: (committee was re-constituted in Board meeting held on 12.11.2024)

B. NOMINATION AND REMUNERATION COMMITTEE:

Terms of Reference

• Formulation of the criteria for determining qualifications,
positive attributes and independence of a Director
and recommend to the Board a policy, relating to the
remuneration of the Directors, Key Managerial Personnel
and other employees;

• For every appointment of an independent Director, the
Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an
Independent Director. The person recommended to the
Board for appointment as an Independent Director shall
have the capabilities identified in such description.

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

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors
and who may be appointed in Senior Management in
accordance with the criteria laid down and recommend to
the Board their appointment and removal.

• Whether to extend or continue the term of appointment
of the Independent Director, on the basis of the report of
performance evaluation of Independent Directors.

• Recommend to the Board all remuneration, in whatever
form, payable to Senior Managemen

COMPOSITION, NAME OF MEMBERS AND CHAIRMAN

In terms of Section 178 of the Companies Act, 2013 read with
Rule 6 of the Companies

(Meetings of Board and its Powers) Rules, 2014, the Company
has constituted Nomination &

Remuneration Committee of the Board of Directors consisting
of below mentioned Independent Directors as a practice of
good governance:

(i) Mr. Naressh M Jain (DIN: 08102162) - Chairman

(Independent Director)

(ii) Mr.T anuj Jain Susilkumar (DIN: 10332355) - Member
(Independent Director)

(iii) Mrs. Rithika Bohra (DIN: 10307277) - Member (Non¬
executive Director)

Note: (committee was re-constituted in Board meeting held on
12-November-2024)

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In terms of section 178 of the Companies Act, 2013 read
with Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 20 (1) of the SEBI
(Listing Obligations and Disclosure Requirement), 2015,
the Company has constituted Stakeholders Relationship
Committee of the Board of Directors and one meeting
was conducted on 11-February-2025 and all directors
were present:

(i) Mr. Naressh M Jain (DIN: 08102162) - Chairman

(Independent Director)

(ii) Mr. Tanuj Jain Susilkumar (DIN: 10332355) - Member
(Independent Director)

(iii) Mrs. Rithika Bohra (DIN: 10307277) - Member (Non¬
executive Director)

Note: (committee was re-constituted in Board meeting held on
12-November-2024)

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies
Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate
meeting of the Independent Directors was held on 11-February-
2025The Independent Directors at the meeting, inter alia,
reviewed the following.

• Performance of Non-Independent Directors and Board as
a whole.

• Performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non¬
Executive Director.

• Assessed the quality, quantity and timeliness of flow of
information between the Company Management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

• Assessed the quality, quantity and timeliness of flow of
information between the Company Management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

All the Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs (‘IICA’)
towards the inclusion of their names in the data bank and they
meet the requirements of proficiency self-assessment test.
The Company has received declarations of independence in
accordance with the provisions of the Act as well as the LODR
Regulations from all the Independent Directors

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each
of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their
status as independent directors of the Company.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. In terms
of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the
Company have enrolled themselves on the Independent
Directors’ Databank as on the date of this Report.

In accordance with the provisions of Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company has conducted familiarization
programme for its Independent Director The details of such
familiarization programme for Independent Directors have
been disclosed on the website of the Company https://www.
khazanchi.co.in/policies.html

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions
of Secretarial Standards 1 and 2 issued by the Institute of
Company Secretaries of India and notified by Ministry of
Corporate Affairs.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

None of the Independent/Non-Executive Directors have any
pecuniary relationship or transactions with the Company which
in the Judgement of the Board may affect the independence of
the Directors.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies
Act, 2013 and the Rules made thereunder are annexed to this
Report as Annexure- E.

AUDITORS AND AUDIT REPORTS

A. STATUTORY AUDITORS:

The shareholders of the company at the 28th Annual
General Meeting held on 05-July-2023 appointed M/s.
PSDY & Associates, FRN: 010625S Chartered Accountants,
Pondicherry as the Statutory Auditors of the Company to
hold office till conclusion of the Annual General Meeting
to be held in the financial year 2027-2028. The Company
has received confirmation from them that their
appointment is within the limits specified under the Act
and are eligible to continue as Auditors of the Company.

The Statutory Auditors have issued an unmodified
opinion on the financial statements of the Company For
The Year EndedMarch 31, 2025 and the Auditor’s Report for
the year under review does not contain any qualification,
reservation, adverse remark or disclaimer. The notes on
financial statements referred to in the Auditor's Report
are self-explanatory and do not call for any further
comments. The Statutory Auditors have not reported
any instance of fraud committed in the Company by
its officers or employees to the Audit Committee under
Section 143(12) of the Act.

The Auditors have not reported any frauds under sub¬
section (12) of section 143 of the Companies Act, 2013.

B. SECRETARIAL AUDITORS

The Board of Directors, pursuant to the provisions of
Section 204 of the Companies Act, 2013, appointed M/s.
AK Jain and associates, Company Secretary in Practice,
as the Secretarial Auditor of the Company, to carry out
the Secretarial Audit for the Financial Year 2024-25.
Secretarial Audit Report, issued by the Secretarial Auditor
in Form No. MR-3 forms part of this Report and is annexed
herewith as Annexure - F.

C. INTERNAL AUDITORS

The Board of Directors had appointed Mr. Mohanraj
Perumal, Chartered Accountants as the Internal Auditor
of the Company pursuant to the provisions of Section 138
of the Companies Act, 2013 for the Financial Year 2024¬
2025.

D. 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.

RISK MANAGEMENT POLICY:

The Company has a Proper Risk Management Policy towards
Operations and Administrative affairs of the Company. The
Directors review the Policy at regular intervals of time and
ensure Proper Implementation of the Policy Formulated https://
www.khazanchi.co.in/policies.html

LISTING OF EQUITY SHARES:

Your Company’s shares were listed with BSE Limited (BSE SME
platform) on 07-August-2023. Your Company paid the Listing
Fees for the financial year 2025-26.

SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at
the workplace. During the Financial Year 2024-25, the Company
has not received any complaints of sexual harassment. The
company has formed Internal Complaint Committee to address
issues pertaining to sexual harassment at work place, during
the period under the review no complaint has been received to
Internal Complaint Committee. During the year there were no
complaints received or pending.

As per the notification of Ministry of Corporate affairs effective
from 14-July-2025 the following disclosure is also being made:

a. Number of sexual harassment complaints received - NIL

b. Number of complaints disposed of - NIL

c. Number of cases pending for more than 90 days - NIL

BOARD EVALUATION:

The performance evaluation of Independent Directors was
carried out by the entire Board of Directors, excluding the
Director being evaluated. The criteria for evaluation was
formulated in the Remuneration Policy of the Company and for
the year 2024-25, the Independent Directors were evaluated,
on the basis of a few parameters comprising of attendance at
meetings either in person or through video / teleconferencing,
participation in discussions on various items on the agenda,
dealing with respect to conflict of interest situation and any
specific ideas and contribution to the long term business
strategy of the Company.

MATERNITY BENEFIT COMPLIANCE

The Company confirms that it has complied with the provisions
of the Maternity Benefit Act, 1961 during the year under review,
and has ensured that all eligible women employees received
the benefits mandated under the Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND
COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls
with reference to financial statements. During the year under
review, such controls were tested and no reportable material
weakness in the design or operation were observed

OTHER DISCLOSURES

During the year under review, your 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, hence there has
been no disclosure pertaining to any details regarding the
difference in valuation between a one-time settlement
and valuation for obtaining loans from banks or financial
institutions

(c) The Company is covered under criteria of Regulation 15(2)
of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, and is not required to provide ‘Report
on Corporate Governance’

(d) not paid any remuneration or commission to Managing
Director or the Whole-time Directors of the Company
from any of the subsidiary companies of the Company -
Not applicable

(e) Pursuant to Regulation 34(3) and Schedule V Para C clause
(10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 relating to certificate of
non disqualification of directors is not applicable to the
company as company has listed its specified securities
on the SME Exchange.

(f) met all debt obligations and did not default in servicing
any debts.

(g) no agreements binding under clause 5A of paragraph A of
Part A of Schedule III of the SEBI Listing Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of
the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no
material departures have been made for the same.

b) appropriate accounting policies have been selected and
applied consistently, and have 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
and of the Profit of the Company For The Year Ended31-
March-2025

c) properandsufficientcarehavebeentakenformaintenance
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 accounts have been prepared on a going
concern basis

e) The Internal Financial Controls had been laid down, to be
followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE
OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information
(“Fair Disclosure Code”) for fair disclosure of events and
occurrences that could impact price discovery in the market
for the Company’s securities and to maintain the uniformity,
transparency and fairness in dealings with all stakeholders
and ensure adherence to applicable laws and regulations. The
copy of the same is available on the website of the Company at
https://www.khazanchi.co.in/policies.html

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 30th Annual
General Meeting of the Company including the Annual Report