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You can view full text of the latest Director's Report for the company.

ISIN: INE06MH01016INDUSTRY: Gems, Jewellery & Precious Metals

NSE   ` 254.50   Open: 0.00   Today's Range 0.00
0.00
+0.00 (+ 0.00 %) Prev Close: 254.50 52 Week Range 200.05
285.00
Year End :2025-03 

Your Directors have pleasure in presenting their Annual Report on the business and operations of the
Company and the accounts for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY

Particulars

2024-25

2023-24

Total Revenue

82,35,46,311

68,21,02,703

Total Expenditure

77,76,17,118

66,88,92,860

Profit /(Loss) Before Tax

4,59,29,193

1,32,03,957

Less: Current Tax

(12500000)

(34,50,000)

Deferred Tax

(264549)

(13,231)

Profit /(Loss) after Taxation

3,31,64,644

97,40,726

Balance carried to Balance
Sheet

3,31,64,644

97,40,726

Earnings Per Share(EPS)

Basic

1.98

0.58

Diluted

1.98

0.58

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2024-25 and period subsequent
there to have been given hereunder:

• The total revenue of the Company during the financial year 2024-25 was ^ 82,35,46,311
against the total revenue of ^ 68,21,02,703 in the previous financial year 2023-24.

• The total expenses of the Company during the financial year 2024-25 was ^
77,76,17,118 against the expenses of ^ 66,88,92,860 in the previous financial year 2023-24.

• The Profit after tax is ^ 3,31,64,644 for the financial year 2024-25 as compare to ^ 97,40,726 in
the previous financial year 2023-24.

• The Directors trust that the shareholders will find the performance of the company for financial
year 2024-25 to be satisfactory. The Earning per Share (EPS) of the company is ^ 1.98 per share.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the
financial position of the Company, your Directors have decided not to recommend any dividend for the
period under review.

RESERVES

The net profit of the company for F.Y 2024-25 is ^ 3,31,64,644. The Board of Director of Company has
decided not to transfer any amount to the reserves for the year under review. The profit of F.Y. 2024-25 is
transferred to the surplus account.

CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main businesses of company; there is no
change in the nature of the business of the Company during the year.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is ^ 28,00,00,000 (Rupees Twenty Eight Crore only) divided
into 2,80,00,000 (Two Crore Eighty lacs) equity shares of ^10 each during the year under review.

The Paid up share capital of the Company is ^ 16,78,53,500 (Rupees Sixteen Crore Seventy Eight Lakh Fifty
Three Thousand Five Hundred) divided into 1,67,85,350 (One Crore Sixty Seven lakh Eighty Five Thousand
Three Hundred Fifty) equity shares of ^ 10 each during the year under review.

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 THE DATE OF THE REPORT

There is no material changes and commitments affecting the financial position of the company that have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of this report except for the outbreak of corona virus (Covid-19) pandemic globally and in India is
causing significant disturbance and slowdown of economic activity. The company is into the business of
jobwork and trading business of branded gold Jewellery and ornaments. The company has evaluated
impact of this pandemic on its business operations. Based on the review and current indicators of future
economic conditions, as on current date, the Company has concluded that the impact of Covid-19 is
material based on these estimates. Due to the nature of pandemic, the Company will continue to monitor
developments to identify significant uncertainties in future periods, if any.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the
going concern status and future operation of the Company.

UTILIZATION OF IPO FUND

The Initial Public Offer fund is utilized for the purpose for which the amount is raised as mentioned in the
prospectus and there is no deviation or variation in the Utilization of IPO Fund.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company. The
salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment
and remuneration of Directors including criteria for determining qualifications, positive attributes,
independence of a director and other matters. The same has been uploaded on website of the Company
www.sonahisona.com.

Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommend to the Board
his/her appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person are sufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-Time Director
who has attained the age of seventy years. Provided that the term of the person holding this position
may be extended beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole-Time Director for
a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the
expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and
disclosure of such appointment in the Board's report. No Independent Director shall hold office for more
than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be
eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and
regulations there under, the Committee may recommend, to the Board with reasons recorded in writing,
removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of
the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the
Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management
Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and
Senior Management Personnel: The Remuneration/Compensation/ Commission etc. to be paid to
Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may
receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The
amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made
there under or any other enactment for the time being in force and as may be decided by the Board in
consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent
Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems
necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or
by the Board as and when required and also by the Compliance Officer where there is any statutory
changes necessitating the change in the policy.

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a
truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and
industry experience, cultural and geographical background, age, ethnicity, race and gender which will help
us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the
approach to diversity of the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• As per provisions of Section 152 of the Companies Act, 2013, Mr.Vijay Chinubhai Shah is liable to
retire by rotation and is eligible to offer himself for re-appointment.

• Changes made during the review period are as under:

There were no changes made in the key managerial personel during the periodunder review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of

Directors, to the best of its knowledge and ability, confirm that:

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

(b) 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
of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules
made there under for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

(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.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the year 2024-25, the Board of Directors met 07 times, viz. 05.04.2024, 11.05.2024, 14.08.2024,

04.09.2024, 22.10.2024, 26.12.2024 & 07.03.2025.

The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the members during the

year are given below.

Name of Director

Category

No. of Board
Meetings Held &
Entitled to Attend

No. of Board

Meetings

Attended

Mr. Vijay Chinubhai Shah

Chairman &
Managing Director

7

7

Mrs. Alpaben Vijaybhai Shah

Wholetime Director

7

7

Ms. Pooja Subhashbhai
Jadiya

Independent & Non
Executive Director

7

6

Mr. Smit Rakeshbhai Shah

Independent & Non
Executive Director

7

6

Mr. Meet Paresh Shah

Independent & Non
Executive Director

7

6

MEETING OF AUDIT COMMITTEE:

As per provisions of Section 177 of the Companies Act, 2013 and applicable provisions, the Audit
Committee was constituted on 17th June, 2019. The Audit Committee met 4 times during the year 2024-25
i.e. on 11.05.2024, 14.08.2024, 22.10.2024 & 27.02.2025.

Ms. Pooja Jadiya (DIN: 09673710) is the Chairman of Audit Committee .

Members

Category

Meetings held
during the
tenure of the
Directors

Meetings

attended

Ms. Pooja Subhashbhai
Jadiya

Independent & Non¬
Executive Director

4

4

Mr. Smit Rakeshbhai Shah

Independent & Non¬
Executive Director

4

3

Mr. Vijay Chinubhai Shah

Chairman & Managing
Director

4

4

As per provisions of Section 178 of the Companies Act, 2013 and applicable provisions, the Nomination and
Remuneration Committee was constituted on 17th June, 2019. The Nomination and Remuneration
Committee met 1 time during the year 2024-25 i.e. on 14.08.2024.

Mr. Meet Paresh Shah (DIN: 10373442) is the Chairman of Nomination and Remuneration Committee.

Members

Category

Meetings held
during the tenure of
the Directors

Meetings attended

Ms. Pooja Subhashbhai
Jadiya

Independent & Non¬
Executive Director

1

1

Mr. Smit Rakeshbhai Shah

Independent & Non¬
Executive Director

1

1

Mr. Meet Paresh Shah

Independent & Non¬
Executive Director

1

1

MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

As per provisions of Section 178 of the Companies Act, 2013 and applicable provisions, the Stakeholder
Relationship Committee was constituted on 17th June, 2019. The Stakeholder Relationship Committee met
1 time during the year 2024-25 i.e. on 04.09.2024.

Mr. Smit Rakeshbhai Shah (DIN: 10362876) is the Chairman of Stakeholder Relationship Committee

Members

Category

Meetings held
during the
tenure of the
Directors

Meetings

attended

Ms. Pooja Subhashbhai
Jadiya

Independent & Non¬
Executive Director

1

1

Mr. Smit Rakeshbhai Shah

Independent & Non¬
Executive Director

1

1

Mr. Meet Paresh Shah

Independent & Non¬
Executive Director

1

1

The independent directors of company met 1 time during the year on 11.05.2024 as per Regulation 24 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Meet Paresh Shah (DIN: 10373442) is the Chairman of Independent Directors Meeting.

Members

Category

Meetings held
during the
tenure of the
Directors

Meetings

attended

Ms. Pooja Subhashbhai
Jadiya

Independent &Non-
Executive Director

1

1

Mr. Smit Rakeshbhai Shah

Independent &Non-
Executive Director

1

1

Mr. Meet Paresh Shah

Independent &Non-
Executive Director

1

1

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The
performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs
from the committee members on the basis of criteria such as the composition of committees, effectiveness
of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent
directors, performance of non-independent directors, the board as a whole and the Chairman of the
Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In the board meeting that followed the meeting of the
independent directors and meeting of Nomination and Remuneration Committee, the performance of the
board, its committees, and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the
Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section
149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under
Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays
down guidelines and procedures to be followed and disclosures to be made while dealing with shares of
the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company's Shares. The Insider trading policy of the Company covering the code of practices and
procedures for fair Disclosures of unpublished price sensitive information and code of conduct for the
prevention of Insider Trading is available on the website www.goldkartjewels.com.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting
objectives. The Company has adequate policies and procedures in place for its current size as well as the
future growing needs. These policies and procedures play a pivotal role in the deployment of the internal
controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is
ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to
further strengthen the process are shared with the process owners and changes are suitably made.
Significant findings, along with management response and status of action plans are also periodically
shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in
design and operation.

M/s. Dipesh Chokshi & Co. Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 114533W) is
the internal auditor of the Company, who conducts Internal audit and submit half yearly/yearly reports to
the Audit Committee. The Internal Audit is processed to designed to review the adequacy of internal

control checks in the system and covers all significant areas of the Company's operations. The Audit
Committee reviews the effectiveness of the Company's internal control system.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with its activities. The Board has
adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable Financial disclosures.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES

The Company does not have any holding, subsidiary and associate Company during the period of
Reporting.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 will be available on the Company's website i.e.
www.goldkartjewels.com

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding
Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report
for the financial year 2024-25.

PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in excess of the limits
set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to
remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as
“Annexure IV”.

SEXUAL HARASSMENT:

The Company has complied with the provisions relating to the Constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company
ensures that there is a healthy and safe environment for every women employee at the workplace and
made the necessary policies for safe and secure environment for women employee.

DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with India Accounting Standards
(“Ind AS”), notified under section 133 of Companies Act, 2013 read along with Companies (Indian
Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

RISK MANAGEMENT

The Company has established a well-defined process of risk management wherein the identification,
analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of
risk mitigation strategy and implementation of the same takes place in a structured manner. Though the
various risks associated with the business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. Necessary internal control systems
are also put in place by the Company on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational objectives with optimum utilization of
the resources. The Company, through its risk management process, aims to contain the risks within its
appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In
order to ensure transparent communication of our sustainability efforts to all our stakeholders we have
made conscious efforts through technology innovation and effective communication and transparency.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and
76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 from the part of
the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

All related party transactions that were entered into during the year under the review were on an arm's
length basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the Company which may have a potential conflict with the interest of the Company at
large. Your Directors draw your attention to related parties' transactions entered as per section 188 of the
companies during the year as are detailed in Annexure-III attached to this report.

VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behaviour, by

using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or
suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the
Company. We confirm that no director or employee has been denied access to the Audit Committee during
F.Y. 2024-25.

The Policy provides that no adverse action shall be taken or recommended against any employee in
retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged
wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in
the Company. The same is available on the Company's Web www.goldkartjewels.com.

AUDITORS:

1. STATUTORY AUDITORS:

M/s. J S Shah & Co. was appointed as the statutory auditor in the board meeting dated 08.06.2020 subject
to approval of shareholders in 15th Annual General Meeting till the conclusion of 20th Annual General
Meeting of the company. As required under Regulation 33(d) of SEBI(LODR) Regulations, 2015 the
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
Nirav Shah & Associates (CP. No. 27102), Practicing Company Secretary, Ahmedabad as Secretarial Auditor
of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year
2024-25. A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-II in
Form MR-3.

3. INTERNAL AUDITOR

The Board of directors has appointed M/s. Dipesh Chokshi & Co., Chartered Accountants, Ahmedabad as
the internal auditor of the company. The Internal Auditor conducts the internal audit of the functions and
operations of the Company and reports to the Audit Committee and Board from time to time.

4. COST AUDITORS AND THEIR REPORT:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and
audit) Rules, 2014, the company is not required to appoint a cost auditor to maintain / audit the cost
records of the company for cost audit report.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s J S Shah & Co.
(FRN: 132059W), Chartered Accountants, Ahmedabad, in the Auditor's report. No qualifications,
reservations or adverse remarks has been received by Secretarial Auditors M/s. Nirav Shah & Associates,
Ahmedabad, Practicing Company Secretary, in their Secretarial Audit Report for the Financial Year ended
March 31, 2024.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board's
Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and

Analysis of the Company for the year under review is presented in a separate section forming the part of
the Annual Report is attached here with as Annexure I.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National
Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of
the total paid-up capital of the Company. The Company ISIN No. is INE06MH01016 and Registrar and Share
Transfer Agent is MUFG Intime India Private Limited.

DIRECTOR REMUNERATION AND SITTING FEES:

Member's attention is drawn to Financial Statements wherein the disclosure of remuneration paid to
Directors is given during the year 2024-25. No Sitting fees have been paid to the Non-executive directors
and Independent Directors. The Nomination and remuneration policy is available on the website of the
company at www.goldkartjewels.com.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as
information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the
Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2024-25 under review the Company has received Form DIR-8 from all Directors
as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is
disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act,
2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such
authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject
“Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARD:

Your Directors states that they have devised proper systems to ensure compliance with the Secretarial
Standards and that such system are adequate and operating effectively.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient
features of this system are centralized database of all complaints, online upload of Action Taken Reports
(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and
its current status. Your Company has been registered on SCORES and makes every effort to resolve all
investor complaints received through SCORES or otherwise within the statutory time limit from the receipt
of the complaint. The Company has not received any complaint on the SCORES during financial year 2024¬
25.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of
the Company. Company Secretary, acts as the Compliance Officer of the Company is responsible for
complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider
Trading Regulations. The Investor can sent their query at cs@sonahisona.com.

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

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo are under:

CONSERVATION OF ENERGY:

Energy conservation is very important for the company and therefore energy conservation measures are
undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to
ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment's
with latest technologies.

Particulars

F.Y. 2024-25 (Amount in Rs.)

Fuels

Rs. 73180

Power /electricity

Rs. 152926

TECHNOLOGY ABSORPTION:

Your Company firmly believes that adoption and use of technology is a fundamental business requirement
for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that
mechanization of development through technological innovations is the way to address the huge demand
supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve
economies of scale. Innovation and focus of continuously launching a new offering drive differentiation and
creating value has become a norm for the Industry, Thus a robust focus on developing new features and
technology solutions to capture the consumer's imagination and fuel the desire for enhanced experiences
continues to be critical for Organizations.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and out flow during the period under review as follows:

Particulars

2024-25

2023-24

T otal foreign exchange outgo

Rs. 22,73,348

-

T otal foreign exchange inflow

Rs. 234430

-

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were
cordial.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and
dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary
which have contributed to the successful management of the Company's affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks,
Government, Regulatory Authorities and Stock Exchange for their continued support.

By Order of the Board
For, Goldkart Jewels Limited
[Formerly known as, Sona Hi Sona Jewellers (Gujarat) Limited]

Registered Office:

7, Millenium Plaza, Opp. Swaminarayan Mandir,

Mansi Cross Road, Vastrapur, Ahmedabad-380013,

Gujarat, India

Vijay Chinubhai Shah
Managing Director
DIN:02895347

Date: 04th September, 2025
Place: Ahmedabad, Gujarat