Your directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company along with
the audited financial statements (Standalone) for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The highlights of the financial statements of the Company for the financial year ended March 31, 2025, are as under:

(Rs. in Lakhs)

The Company has delivered a strong financial performance for the year ended 31st March 2025. Total income stood at
228,806.83 lakhs, driven by robust revenue from operations of 228,720.20 lakhs, reflecting consistent business growth.

Profit before tax stood at 21,468.39 lakhs, showcasing operational efficiency and effective cost management. After
accounting for taxes, the Company posted a healthy Profit After Tax (PAT) of 21,086.64 lakhs.

Earnings per share (EPS) remained strong at 24.89, both basic and diluted, underscoring the Company’s sustained
profitability and its ability to generate value for shareholders.

Overall, the financial results reflect the Company’s resilience, strategic execution, and continued focus on growth and
shareholder returns.

2. STANDALONE FINANCIAL RESULTS:

During the Financial Year (FY) 2024-25, the Company has achieved a total income of 28,806.83 lakhs as compared to
17,408.94 lakhs in FY24. The profit before tax for FY2024-25 stood at 1,468.39'lakhs compared to 1,189.19 lakhs
achieved in FY24. The profit after tax stood at 1086.64 for FY2024-25 as compared to 871.31 lakhs for the previous
year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company.

4. FUTURE PROSPECTS:

• Growth Trajectory & Financial Demonstration:

In Q4 FY2025 (quarter ended March 31, 2025), Uday Jewellery posted sales of ^84.52 crore ( 102% YoY), and

net profit surged by 1,616.7% to ^1.03 crore, compared with just 20.06 crore in Q4 FY2024.

For the full year FY2025, sales grew by 65.8% to ^287.20 crore, while annual profit rose 24.8% to ^10.87 crore,
indicating clear recovery and momentum year-on-year

These numbers reflect strong revenue expansion and operational leverage kick-in, though profit margins remain
modest-consistent with industry norms.

• Industry Tailwinds & Structural Drivers:

India’s organized jewellery segment is growing
steadily as branded players benefit from
enhanced consumer awareness, improved quality
perception, and a shift from unorganised to
organized retail.

External industry dynamics, such as reduced
import duties on gold, are expected to fuel
organized jewellery retailers’ revenue growth
of 2225%, despite slight margin pressure, by
boosting volumes

• Strategic Development: Amalgamation for
Synergy:

On August 31, 2024, Uday Jewellery’s board
approved a Scheme of Arrangement to merge
with Narbada Gems and Jewellery Ltd., a
group company with complementary strengths
(e.g., colored stone jewellery), aiming to drive
scale synergies, broader market access, and
operational continuity

• Future Outlook: Opportunities Ahead

- Rising scale post-merger with Narbada
Gems should enhance product diversity
and market coverage, improving brand
positioning.

- Ongoing recovery in sequential growth

rates suggests Uday Jewellery could

sustain accelerating topline and bottomline
improvements into FY2026 and beyond.

- Broader sector tailwinds—strong consumer

demand, festive and wedding season

boosts, and favourable policy support—are
likely to benefit organised retail players,
which Uday Jewellery is part of.

REGIONAL MARKET:

As per industry estimates for the current year, the
southern region continues to lead the Indian jewellery
market, contributing approximately 38-43% of the
nation’s gold demand. This dominance is supported
by higher per capita income, lower poverty levels,
and robust demand from the non-resident Indian

(NRI) community. Notably, southern India remains a
predominantly 22-carat traditional, handmade jewellery
market.

Approximately 70% of India’s total gold demand
originates from rural areas, reflecting the country’s
demographic profile and deep-rooted cultural affinity
for gold in non-urban markets.

In comparison, the eastern region accounts for around
13-18% of the national gold demand, with a consumer
preference also largely skewed towards 22-carat
jewellery, similar to the southern region.

Meanwhile, the northern (23-28%) and western
(18-23%) regions display distinct preferences, with

a stronger inclination toward 14-carat and 18-carat
jewellery, respectively, indicating evolving tastes and
growing traction for lightweight, modern designs.

COMPANY PLANS:

Uday Jewellery Industries Limited has set an ambitious
target of becoming the leading manufacturer of
Cubic Zirconia (CZ) jewellery studded with precious
coloured gemstones. To achieve this, the Company
is undertaking a significant capacity expansion, with
new manufacturing facilities being established that will
increase production capacity by four times compared
to current levels.

The new facility will be equipped with state-of-the-
art machinery and advanced technology, enabling
improved product quality, enhanced finishing, and
efficient large-scale production.

Importantly, the Company is self-financing this
expansion through its internal accruals, reflecting
a strong commitment to financial discipline and
sustainable growth without reliance on external funding
sources.

Uday Jewellery’s robust production ecosystem is
supported by a large pool of skilled artisans and
craftsmen. In line with its vision for scalable and
efficient operations, the Company is also exploring
the establishment of a dedicated training centre to
harness the full potential of its workforce, enhance skill
development, and improve overall productivity.

Design innovation remains a core strength. The
Company’s in-house design and development team
is empowered by cutting-edge tools and technology
such as 3D printing, CAD (Computer-Aided Design),
and laser engraving, enabling the creation of precise,
customised jewellery aligned with evolving customer
preferences.

5. SHARE CAPITAL

During the year under review, the Company has not
altered/modified its authorized share capital equity
shares with differential rights as to dividend, voting
or otherwise. The Company has not issued any sweat
equity shares to its directors or employees.

During the year, the Company has approved the issue
of 22,50,000 convertible warrants on 31.08.2024 and
allotted the same on 02.11.2024 to promoters and
members of the non-promoter group on a preferential
basis. Out of these:

• 6,00,000 warrants were converted into equity
shares on 26th December 2024, and

• 3,00,000 warrants were converted into equity
shares on 14th February 2025.

Therefore, The Authorised Share Capital of the
Company is Rs. 26,00,00,000/- divided into
2,60,00,000 Equity Shares of Rs.10/- each. As on

31.03.2025 the Paid-up Equity Share Capital of the
Company is Rs. 22,92,1900/- divided into 2,29,21,900
Equity shares of Rs. 10/- each.

a. Provision of money by company for purchase of
its own shares by employees or by trustees for
the benefit of employees:

The Company has not made any provision
of money for purchase of its own shares by
employees or by trustees for the benefit of
employees as per Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity
share during the financial year in accordance with
the provisions of Section 54 of Companies Act,

2013 read with Rule 8 of the Companies (Share
Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Voting
Rights:

The Company has not issued any equity shares
with differential voting rights during the financial
year as per Rule 4(4) of Companies (Share Capital
and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock
option during the financial year as per Rule 12 of
Companies (Share Capital and Debentures) Rules,

2014

e. Further issue of capital:

The Company’s Members at their meeting held
on September 23, 2024, approved the issuance
of 2250000 convertible warrants at 2154 each.
The Company received in principal approval
from BSE Limited on 18.10.2024 for the issue
and allotment of 2250000 convertible warrants.
On November 02,2024, the Company allotted
2250000 convertible warrants to Promoters and
Non Promoters Group. Further on 26.12.2024
the company converted 600000 warrants
into equity shares for which listing approval
was received on 02.06.2025 and Trading
approval is received on 10.07.2025. And on

14.02.2025 Company Converted 300000
warrants into equity shares for which listing
approval is received on 18.07.2025 and trading
approval is yet to be received. The funds raised
through this preferential issue were used by the
Company to meet the Company’s working capital
requirements. There has been no deviation or
variation in the utilization of the proceeds of the
preferential issue during the year under review.

6. DIVIDEND

In order to conserve resources for further expanding
business of the Company, your directors have opined

not to recommend any dividend for the year under
review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND:

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”).

The provisions of Section 125 of the Companies Act,
2013 are not applicable for the Company as there was
no dividend declared and paid in the previous financial
years.

8. TRANSFER TO GENERAL RESERVE

During the period under review, the Board of Directors
has decided that Rs. 1086.64/- Lakhs to be carried
forward to the reserves being profit for the year.

9. SCHEME OF ARRANGEMENT:

To streamline the overall group structure, the Board
of Directors of Uday Jewellery Industries Limited
(Transferee Company), in its meeting held on 16th
September, 2024, approved a Scheme of Amalgamation
under Sections 230 to 232 of the Companies Act, 2013,
for the amalgamation of Narbada Gems & Jewellery
Limited (Transferor Company) with Uday Jewellery
Industries Limited.

Pursuant to the said approval, a First Motion Application
was jointly filed before the Hon’ble National Company
Law Tribunal (NCLT), Hyderabad Bench, on 29th April,
2025.

The Hon’ble NCLT, vide its order dated 13th June, 2025
and 2^nd July, 2025, directed the convening of a meeting
of the equity shareholders of Uday Jewellery Industries
Limited to consider and approve the proposed Scheme.
The Tribunal also dispensed with the requirement of
convening meetings of the secured and unsecured
creditors of the Company. The equity shareholders’
meeting is scheduled to be held on 21st August, 2025.

The NCLT orders dated 13th June, 2025 and July

02,2025 is available on the official website of the
Hon’ble NCLT at https://nclt.gov.in and on the
Company’s website at www.udayjewellery.com

THE KEY OBJECTIVES OF THE ABOVE MERGER ARE:

• Business consolidation to achieve operational
synergies.

• Improved cost efficiencies and streamlined
management.

• Enhanced shareholder value by combining
complementary strengths.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits
falling within the meaning of Sec.73, 74 & 76 of
the Companies Act, 2013 read with the Rule 8(v) of
Companies (Accounts) Rules 2014, during the financial
year under review and hence there has been no non¬
compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the
Company has filed with the Registrar of Companies
(ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not
considered as deposits.

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has not given any loan or guarantee or
security or made any investment during the financial
year in terms of Section 186 of the Companies Act,
2013.

12. NAMES OF THE COMPANIES WHICH HAVE
BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR

During the year under review, no Company has ceased
to be its subsidiaries, joint ventures or associate
Company.

13. DEPOSITORY SYSTEM:

The Company’s shares are available for dematerialization
with National Securities Depository Ltd. (NSDL) 14.27%
and Central Depository Services (I) Ltd. (CDSL). 84.91%
of the total shareholding of the Company was held in
dematerialized form as on 31^st March 2025. Shares
held in physical form was 0.81% of the issued Capital.

14. APPOINTMENT / RE-APPOINTMENT /
RESIGNATION / RETIREMENT OF DIRECTORS /
CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a) Appointments taken place during the year:

During the Year Ms. Riya Jindal has been
appointed as Company Secretary and Compliance
Officer of the Company w.e.f 04.02.2025.

b) Resignations:

During the year, Ms. Nivya Soni Company
Secretary and Compliance Officer of the
Company has resigned w.e.f 15.11.2024.

The Board placed on record their appreciation for
the valuable contribution made by the Ms. Nivya
Soni during her tenure.

c) Information u/r 36(3) of SEBI (LODR),
Regulations, 2015:

As required under regulation 36 (3) of the SEBI
(LODR), Regulations, 2015, brief particulars of the
Director seeking appointment/re-appointments

is given as Annexure A to the notice of the AGM
forming part of this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

Your Board consists of Six Directors including
three Independent (Non- Executive Directors).
Shri Balasubramanyam Danturti (appointed w.e.f

31.08.2024) , Shri Siddharth Goel (appointed w.e.f

31.08.2024) , and Shri Sunil Garg were the Independent
Director as on 31.03.2025.

Shri Ramprasad Vempati (DIN: 01903161) resigned on

31.08.2024 and Shri Vikram Goel (DIN: 05104754)
Independent Director of the company also resigned on

31.08.2024

With the above changes the Board of Directors as
on 31, March 2025 comprises of 6 total number of
Directors out of which 3 will be Independent Directors
(50%) thus fulfilling the requirement of the Companies
Act, 2013 and SEBI(LODR), 2015. Therefore, the
composition of Board of Directors will be in accordance
with the requirements of the Act and Regulations.

Further the board after 31st March 2025 and before
this board report at its meeting held on 09th august
2025 appointed Mr. Dileep Kumar Jain as an additional
independent director of the company subject to the
approval of the members of the company in ensuing
AGM.

Board Diversity The Company recognizes and
embraces the benefits of having a diverse Board of
Directors to enhance the quality of its performance. The
Company considers increasing diversity at Board level
as an essential element in maintaining a competitive
advantage in the complex business that it operates.

Pursuant to Section 2(51) and 203 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following are
the Key Managerial Personnel of the Company:

1. Mr. Sanjay Kumar Sanghi - Managing Director

2. Mr. Rakesh Agarwal - Chief Financial officer

3. # Ms. Riya Jindal - Company Secretary and
Compliance Officer

#Appointed w.e.f 04.02.2025.

4. Ms. Nivya Soni - Company Secretary and
Compliance Officer

#Appointed w.e.f 14.11.2023 and Cessation

15.11.2024.

The remuneration and other details of these Key
Managerial Personnel for FY2024-25 are provided in
the Annual Return which is available on the website of
the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS:

Shri Balasubramanyam Danturti, Shri Siddharth Goel
and Shri. Sunil Garg were the Independent Directors
during the Financial Year 2024-25 and all have given

declarations that they continue to meet the criteria
of independence as laid down under section 149(6)
of the Companies Act, 2013 and regulations 16(1)(b)
of the SEBI (Listing Obligation Disclosure Regulation)
Regulations, 2015 (“Listing Regulations”) and that they
are not debarred from holding the office of director by
virtue of any SEBI order or any other such authority.

There has been no change in terms and conditions
of appointment of Independent Directors, the Policy
relating to their appointment is available on the website
of the Company www.udayjewellery.com.

17. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, the Company has framed and
adopted a Code of Conduct. The Code is applicable
to the members of the Board, the executive officers,
the members of the management one level below the
executive directors, including all functional heads of
the Company. The Code is available on the website of
the Company www.udayjewellery.com. All members of
the Board, the executive officers and senior financial
officers have affirmed compliance to the Code as on
March 31, 2025.

18. ANNUAL RETURN:

As required pursuant to Section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an
annual return is uploaded on website of the Company
www.udayjewellery.com.

19. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for
the year under review.

20. NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW:

During the year, 10 (Ten) Board Meetings were
convened and held. The dates on which the said
meetings were held are: 28.05.2024, 13.08.2024,

24.08.2024, 31.08.2024, 16.09.2024, 02.11.2024,

14.11.2024, 26.12.2024, 04.02.2025 and 14.02.2025.
The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.

21. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the
Company’s operations and businesses. Interaction with
the Business heads and key executives of the Company
is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors.
The details of the familiarization programme of the
Independent Directors are available on the website of
the Company www.udayjewellery.com.

22. BOARD EVALUATION:

The Board of your Company on the recommendation
of the Nomination and Remuneration Committee had

laid down the criteria for evaluation of the performance
of the Board, its committees, and individual Directors
as per the Listing Regulations. Accordingly, the annual
performance evaluation process was carried out based
on evaluation forms, which include a rating mechanism.
Independent Directors also reviewed the performance
of the Board as a whole, Non-Independent Directors,
and the Chairman.

The criteria for performance evaluation of the Board
and its Committees amongst others include their
structure and composition, processes, information and
functioning, terms of reference of the Committees, etc.
The criteria for performance evaluation of individual
Directors including Executive and Independent
Directors amongst others include their attendance
and contribution at the meetings, the devotion of time
and efforts to understand the Company, its business,
their duties and responsibilities, and adherence to the
code of conduct, etc. The said policy is available on
the website of the Company at www.udayjewellery.
com The Independent Directors met separately on
04^th February 2025 without the presence of Non¬
Independent Directors to discuss the performance of
the Non-Independent Directors and the Board as a
whole.

The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

23. POLICY ON DIRECTORS’ APPOINTMENT
& REMUNERATION AND CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES & INDEPENDENCE OF A DIRECTOR:

Your Company has always considered sound
advice from the Board and Senior Management as
invaluable assets of the Company. The Nomination &
Remuneration Policy of the Company is designed to
identify the persons for appointment as Director, and
other Senior Management and to attract, motivate,
improve productivity and retain manpower by creating
a congenial work atmosphere, encouraging initiatives
and teamwork by creating a sense of belonging and
involvement, besides offering appropriate remuneration
packages.

The objective of the Policy on Criteria for Determining
Qualifications, Positive Attributes, and Independence
of a Director is to determine the qualifications, positive
attributes, and independence of a director.

The Nomination & Remuneration Policy as well as
Criteria for Determining Qualifications, Positive
Attributes and Independence of a Director are placed
on the Company’s website www.udayjewellery.com.

24. BOARD COMMITTEES:

The Board has constituted four committees at present:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee
Re-constitution of various committees with effect from 31.08.2024

Due to change in the independent directors as two of them were completing their term and retire from their office and
two new Independent Directors are inducted into the Board to fulfil the requirements changes have been effected in the
constitution of various committees:

The committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve
matters expediently. The details of Re-constitution, and meetings of the committees is given in the Corporate Governance
report as Annexure IV.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the
affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-
wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human
resource and internal control systems is appended as Annexure- V for information of the Members.

26. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance
with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees are covered under this policy. During the year 2024-2025, there
were no complaints received by the Committee.

27. MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT 1961:

During the year under review, there were no women employees who were on maternity leave or eligible for maternity
benefits under the Maternity Benefit Act, 1961. As on the reporting date, the Company does not have any employees
availing or eligible for maternity-related benefits. However, the Company remains fully compliant with all applicable
provisions of the Act and is committed to supporting women employees through appropriate workplace policies and
benefits as and when applicable.

28. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

29. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:

During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.

30. CREDIT RATING OF BORROWING:

Your Company has taken Credit Ratine from ICRA Credit Ratine Agency and recent Credit Ratine was given as follows:

31. RISK MANAGEMENT:

The Management has put in place an adequate and
effective system and manpower for the purposes of
risk management. The Company is exposed to the risk
of price fluctuation of raw materials as well as finished
goods. The Company proactively manages these risks
through forward booking and inventory management.
It has the best quality products and a vigorous
marketing team that helps to mitigate risk relating to
price fluctuation of finished goods.

The Company, through its risk management process,
aims to contain the risks within its risk appetite. There
are no risks which in the opinion of the Board threaten
the existence of the Company.

32. INTERNAL CONTROL SYSTEMS:

Your Company has implemented and maintained
a comprehensive framework of internal financial
controls and compliance mechanisms. Based on this
framework—along with evaluations conducted by
internal and statutory auditors, external consultants,
and oversight by management and key Board
committees including the Audit Committee—the Board
believes that the Company’s internal financial controls
are adequate. The Company remains committed to
continuously enhancing these controls to ensure they
remain effective and well-aligned with the nature and
scale of its business operations.

33. REMUNERATION POLICY

The Company has, on the recommendation of the
Nomination & Remuneration Committee, framed and
adopted a Nomination and Remuneration Policy in
terms of the Section 178 of the Act. The policy, inter
alia, lays down the principles relating to appointment,
cessation, remuneration and evaluation of directors, key
managerial personnel and senior management personnel
of the Company. The Nomination & Remuneration
Policy of the Company is available on the website of the
Company at www.udayjewellery.com

34. STATEMENT SHOWING THE NAMES OF THE TOP
TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE
AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with
the provisions of Section 197 (12) of the Act, read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten
employees in terms of remuneration drawn and the
name of every employee is annexed to this Annual
report as Annexure VI (b).

During the year, NONE of the employees are drawing
a remuneration above the limits specified under the

Section 197(12) of the Companies Act,2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
other than those mentioned in Annexure VI (b).

35. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013,
and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of
the Companies Act, 2013 the ratio of remuneration of
Managing Director (Mr. Sanjay Kumar Sangi), Managing
Director of the Company to the median remuneration
of the employees is Not Applicable since Managing
Director is not paid any remuneration for the Financial
Year 2024-25.

36. HUMAN RESOURCES:

Your Company regards its workforce as a key asset and
continually invests in talent acquisition, retention, and
development. Various initiatives aimed at enhancing
employee engagement and growth are actively being
implemented. The Company emphasizes internal career
advancement through job rotation and job enlargement,
fostering a culture of growth and opportunity.

37. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the MD/CFO certification is
attached with the Annual report as Annexure VII.

38. PREVENTION OF INSIDER TRADING:

The Board has formulated code of conduct for
regulating, monitoring and reporting of trading of shares
by Insiders. This code lays down guidelines, procedures
to be followed and disclosures to be made by the
insiders while dealing with shares of the Company and
cautioning them on consequences of non-compliances.
The copy of the same is available on the website of the
Company at www.udayjewellery.com.

39. AUDITORS AND AUDITORS’ REPORTS:
STATUTORY AUDITORS:

The Auditors, M/s Anant Rao & Malik, Chartered
Accountants, Hyderabad, (Firm Regn No.- 006266S)
appointed in the Annual General Meeting held on 29^th
September 2021 to hold office until the conclusion of
the 27^th Annual General Meeting of the Company to be
held in the calendar year 2026. They have audited the
financial statements of the Company for the financial
year under review. The observations of Statutory
Auditors in their Report read with relevant Notes to
Accounts are self-explanatory and therefore, do not
require further explanation.

The Auditors’ Report does not contain any qualification,
reservation, adverse remark, or disclaimer of the
Auditors that may call for any explanation from the
Directors. The declaration for unmodified Auditor’s

Report in accordance with Regulation 33(3)(d) of SEBI
(Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016 as amended by SEBI
vide notification no. SEBI/ LAD-NRO/GN/2016-
17/001 dated 25.05.2016 has been submitted to the
Stock Exchanges.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made there under, CS
Arpita Dhar, Practicing Company Secretary, Shillong
(COP No.- 24137) has been appointed as Secretarial
Auditor of the Company for the financial year 2024¬
25. The Secretarial Audit Report does not contain any
qualifications, reservations, or adverse remarks. The
report of the Secretarial Auditors in the prescribed
Form MR-3 is enclosed as Annexure I to this report.

The Annual Secretarial Compliance report for the FY
2024-25 as per Regulation 24A of Listing Regulations
as amended, issued by Shri Ajay Suman Shrivastava,
Practicing Company Secretary, Hyderabad (COP No.
3479), is enclosed as Annexure-II to this report.

Annual Secretarial Compliance Report: A Secretarial
Compliance Report, pursuant to regulation 24A of the
SEBI (LODR) Regulations, for the financial year 2024¬
25 on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, has been
obtained from CS Ajay Suman Shrivastava, Practicing
Company Secretary and placed on the website of the
Company and Stock Exchanges.

COST AUDITORS

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.

40. VIGIL MECHANISM:

The Whistle-blower Policy has been approved and
adopted by the Board of Directors of the Company in
compliance with the provisions of Section 177 (9)&(10)
of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations which provides for a vigil mechanism
that provides adequate safeguards against victimization
of persons who use such mechanism and encourages
its Directors and employees to report instances of
illegal activities, unethical behavior, actual or suspected,
fraud or violation of the Company’s Code of Conduct.
Further, the Whistle-blower Policy is available on the
website of your company at www.udayjewellery.com.

41. SECRETARIAL STANDARDS

The Directors have devised proper systems and
processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (‘ICSI’) and that such
systems were adequate and operating effectively
and the Company has complied with all applicable
Secretarial Standards during the year under review.

42. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND THE DATE OF
REPORT:

There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and the date of the report.

43. PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS UNDER SECTION 186:

The Company has not given any loan or guarantee or
security or made any investment during the financial
year in terms of Section 186 of the Companies Act,
2013.

The Company has not given any guarantee or provided
any security in connection with any loan to any other
body corporate in accordance with Section 186 of the
Companies Act, 2013.

44. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the provisions of
Section 188 of the Companies Act, 2013 and Regulation
23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions
which is also available on the Company’s website www.
udayjewellery.com

The related party transactions during the year are in
accordance with the approval of shareholders in Annual
General Meeting held on 30^th September, 2024.

The particulars of every contract or arrangements
entered into by the Company with related parties
referred to in sub-section (1) of section 188 of
Companies Act, 2013 is disclosed in Form AOC-2 as
“Annexure-III ” to this report.

45. CORPORATE GOVERNANCE REPORT AND
CERTIFICATE:

Your Company has been practicing the principles of
good corporate governance over the years and lays
strong emphasis on transparency, accountability and
integrity.

The certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance as stipulated under Part E of Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed as
Annexure IV & IV A to this report.

The Chairman and Managing Director and Director of
the Company have certified to the Board on financial
statements and other matters in accordance with
Regulation 17 (8) of SEBI (LODR) 2015 of the listing
agreement pertaining to CEO certification for the
financial year ended 31st March 2025.

The Report on Corporate Governance as stipulated
under the Listing Regulations forms part of the Annual
Report.

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

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to
conservation of energy pursuant to Section 134
(3) (m) of the Companies Act, 2013 read with rule
8(3) of the Companies (Accounts) Rules, 2014
are not applicable as our business is not specified
in the Schedule. However, the Company makes
its best efforts to conserve energy in a more
efficient and effective manner.

B. TECHNOLOGY ABSORPTION

The Company has not carried out any research
and development activities. Hence, the
information relating to technology absorption is
NIL.

C. FOREIGN EXCHANGE EARNINGS AND
OUTGO

During the year under review, the Actual Foreign
Exchange Earnings: Rs. 30,69,87,000

Foreign Exchange Outgo: Rs.7,82,901

47. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company continued
to adhere third year in a row under the criteria of
Corporate Social Responsibility (“CSR”) pursuant to
the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014,

The brief outline of the CSR policy of the Company
and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure VIII of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please
refer to the CSR Report. The Policy on CSR is available
on the Company’s website at www.udayjewellery.com

48. ENVIRONMENTS AND HUMAN RESOURCE
DEVELOPMENT:

Your Company always believes in keeping the
environment pollution free and is fully committed to
its social responsibility. The Company has been taking
utmost care in complying with all pollution control
measures from time to time strictly as per the directions
of the Government.

We would like to place on record our appreciation for
the efforts made by the management and the keen
interest shown by the Employees of your Company in
this regard.

49. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your directors would like to inform the members that
the Audited Financial Statement for the financial year

ended 31^st March 2025 are in full conformity with the
requirement of the Act and they believe that the financial
statements reflect fairly the form and substance of
transactions carried out during the year and reasonably
present the Company’s financial condition and results
of operations. These Financial Statements are audited
by M/s Anant Rao & Malik, Chartered Accountants, and
Statutory Auditors of the Company.

Pursuant to the requirement of Section 134(5) of the
Companies Act, 2013, your Directors further confirm
that:

a. In the preparation of the Annual Accounts, the
applicable Accounting Standards have been
followed along with proper explanations 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 on 31^st March 2025 and of the
Profit and 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 the
Companies Act, 2013 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 in the case of the listed company
have laid down internal financial controls to be
followed by the company and such controls are
adequate and are operating effectively.

f. The Directors have devised a proper system
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and are operating effectively.

47. 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 Companies Act,
2013 (including any statutory modification(s) or re-
enactment(s) for the time being in force).

48. LISTING:

Your Company’s equity shares are listed and traded
on BSE limited. The Company has duly complied
with all the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, and the amendments therein.

49. DETAILS OF SIGNIFICANT & MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:

Uday Jewellery Industries Limited (UJIL) is undergoing
a Scheme of Arrangement involving merger by
absorption of Narbada Gems & Jewellery limited with
UJIL under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013.

The scheme has been approved by the Board of
Directors on 16.09.2024 and filed first motion
application on 29th April, 2025 before the Hon’ble
National Company Law Tribunal, Hyderabad Bench
(“NCLT”). The Tribunal, by its order dated June 13,
2025 and July 02,2025 directed the convening of a
meeting of the equity shareholders of UJIL to seek their
approval for the proposed scheme.

Except the above no significant order was passed by
the Regulators or Court or Tribunal.

50. ENVIRONMENT, SOCIAL AND GOVERNANCE
INITIATIVES:

Uday Jewellery Industries Limited (UJIL) is committed
to integrating sustainability and responsible business
practices across all its operations. The Company
recognizes the importance of Environmental, Social,
and Governance (ESG) factors in long-term value
creation for its stakeholders.

Environmental Initiatives

• UJIL continues to adopt eco-friendly practices
across its manufacturing and business operations.

• Emphasis is placed on responsible sourcing of raw
materials, especially conflict-free and ethically
mined gemstones.

• Efforts are underway to minimize waste
generation, reduce energy consumption, and
promote the use of recycled materials wherever
possible.

Social Initiatives

• The Company prioritizes the well-being, safety,
and growth of its employees through continuous
training and development programs.

• UJIL fosters an inclusive workplace culture and
promotes diversity across all levels.

• It engages in community development through
CSR initiatives focused on education, health, and
empowerment, particularly in the regions where
it operates.

Governance Practices

• UJIL upholds the highest standards of corporate
governance and compliance with applicable laws
and regulations.

• The Board of Directors comprises qualified
professionals ensuring oversight, transparency,
and accountability in decision-making.

• Policies on whistleblower protection, code of
conduct, and prevention of insider trading are
actively implemented and monitored.

51. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives
and going beyond it, electronic copy of the Notice of
Annual General Meeting of the Company including
the Annual Report for FY2024-25 are being sent to all
Members whose e-mail addresses are registered with
the Company / Depository Participant(s).

52. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors expresses its heartfelt
appreciation to all employees for their unwavering
dedication, teamwork, and valuable contributions
throughout the year.

The Board also conveys its sincere thanks to the
Company’s bankers, suppliers, business associates,
consultants, and various Government authorities
for their continued support. The Directors are
deeply grateful to the shareholders for their trust,
encouragement, and confidence in the Company.

On behalf of the Board of Directors

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi)

Date: 09.08.2025 Managing Director Director

Place: Hyderabad DIN: 00628033 DIN: 00629693