The Board of Directors are pleased to present the
Company’s 38^th Annual Report on the business and
operations of your Company (“the Company” or “Goldiam”),
along with the audited financial statements (Standalone
& Consolidated) for the F.Y. ended March 31,2025.

FINANCIAL RESULTS

Consolidated Performance

During the financial year ended March 31, 2025, your
Company recorded a consolidated turnover of ' 78097.82
lakhs as compared to the turnover of ' 60286.98 lakhs in
the previous financial year ended March 31,2024 thereby
consolidated turnover increased by 29.54% over previous
year. The consolidated Profit before tax and exceptional
items were ' 17251.77 lakhs as against ' 12209.48 lakhs
of the previous year resulted in an increased of
consolidated profit approximately by 41.29% over previous

year. The consolidated Profit after tax stood at ' 11710.49
lakhs as compared to the profit of ' 9090.74 lakhs in the
previous year.

Standalone Performance

The Company has achieved a standalone turnover for FY
2024-25 was of ' 61061.13 lakhs over the turnover of
' 37377.81 lakhs during the previous year reflects a growth
of 63.36% over the corresponding financial year ended
March 31, 2024. The standalone profit after tax of the
Company increased by 6.07% from ' 5930.88 lakhs to
' 6290.99 lakhs in the FY 2024-25.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS
with effect from April 1, 2017 pursuant to Ministry of
Corporate Affairs notification dated February 16, 2015
notifying the Companies (Indian Accounting Standard)
Rules, 2015. Your Company has published Ind AS
Financials for the year ended March 31,2025 along with
comparable as on March 31,2024.

FINANCE

Cash and cash equivalent as at March 31, 2025 was
' 8074.55 lakhs. The Company continues to focus on
judicious management of its working capital. Receivables,
inventories and other working capital parameters were kept
under strict check through continuous monitoring.

Borrowings

Total long-term standalone borrowings of the Company
stood at ' Nil as on March 31, 2025 and short-term
borrowings were ' 861.03 lakhs as on March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations, the
consolidated financial statements have been prepared by
the Company in accordance with the applicable Ind AS.
The audited consolidated financial statements together
with Auditors’ Report form part of the Annual Report.

KEY DEVELOPMENTS-RETAIL BUSINESS-ORIGEM

First ORIGEM store was opened during the festive
seasons of Diwali at Borivali (W) for lab grown diamond
jewellery retail. In December 24, Goldiam opened its
second ORIGEM store at Kharghar (Navi Mumbai), and
its third Mumbai Flagship store in the key jewellery market
of Turner Road in Bandra respectively, marking its entry
into one of the most prestigious shopping destinations in
India. Subsequently, ORIGEM opened three more stores
at Mulund West, at Farimont Hotel near T2 of Mumbai

International Airport, and at Andheri West. All six Mumbai
stores are strategically located, catering to micro-markets
with high discretionary spending.

Goldiam also established its online sales channel with the
launch of www.origemindia.com .

The enthusiastic customers' response at all the stores
gives us significant confidence about the huge market
acceptance for Lab Grown Diamond Jewellery as we
continue to identify strategic locations for additional stores.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

During FY25, your Company paid 1^st & 2^nd interim dividend
aggregate of ' 2/- per equity share of face value of ' 2/-
each. Further, the Board of Directors has recommended
a final dividend of ' 1/- per equity share of face value of
' 2/- each. Accordingly, the total dividend for FY25,
including the recommended final dividend, if approved by
the members at the ensuing 38^th Annual General Meeting
(AGM), would be ' 3/- per equity share of face value of
' 2/- each.

The said final dividend, if approved by the Members at the
ensuing Annual General Meeting (‘the AGM') will be paid
to those Members whose name appears on the register of
Members (including Beneficial Owners) of the Company
as at the end of Friday, September 19, 2025. The
shareholders' payout for FY 2025 would involve a total cash
outflow of ' 3203.85 lakhs, resulting in a payout of 50.93%
of the standalone net profit of the Company for FY25.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members, w.e.f. April 1,2020
and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per
the Income Tax Act, 1961.

The dividend payment is based on the parameters outlined
in the Dividend Distribution Policy of the Company which
is in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations'). The said Policy is hosted
on the website of the Company http://goldiam.com/pdf/
gil-policies/Dividend Distribution Policy.pdf

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of
profits to Reserves.

SHARE CAPITAL

The paid-up equity share capital as on March 31, 2025
was ' 2135.90 lakhs. The Company's shares are listed in
BSE Limited and National Stock Exchange of India Limited.

As on March 31, 2025, the following Executive, Non¬
Executive and Independent Directors of the Company
holds equity shares in the Company as per details given
below:

APPROVAL OF FUNDRAISING PROPOSAL BY
SHAREHOLDERS

Pursuant to the approval granted by the shareholders
through Postal Ballot dated June 8, 2025, the Board of
Directors has been authorised to raise funds aggregate
up to Rs.400 crores by way of issuance of securities
including equity shares and/or convertible instruments, in
one or more tranches, through permissible modes such
as private placement, qualified institutions placement
(QIP), rights issue or any other method as may be deemed
appropriate. The proposed fundraising will support the
Company's retails growth and expansion plans, strengthen
financial position, and meet long-term working capital and
general corporate purposes.

STATEMENT ON INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act,
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from the
declaration date is required to be transferred to the Investor
Education and Protection Fund (“IEPF”), constituted by
the Central Government. The Company had, accordingly,
transferred ' 8,50,390/- being the unpaid and unclaimed
dividend amount pertaining to Final Dividend 2016-17,
during the Financial year 2024-2025, to the IEPF.

Pursuant to the provisions of IEPF Rules, all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years shall be transferred by the
Company to the designated Demat Account of the IEPF
Authority (‘IEPF Account') within a period of thirty days of
such shares becoming due to be transferred to the IEPF
Account. Accordingly, the Company has transferred 4088
equity shares on which the dividend remained unpaid or
unclaimed for seven consecutive years to the demat

account of IEPF Authority, after following the prescribed
procedure.

UNCLAIMED SHARES

As on March 31,2025, the Company has 48,000 unclaimed
equity shares of ' 2/- each belonging to 43 investors,
further the Company is holding the aforesaid shares in a
Demat “Unclaimed Suspense Account” opened with Stock
Holding Corporation of India Ltd. on behalf of the
shareholders.

DEPOSITS

The Company has not accepted any deposit from public/
shareholders in accordance with Section 73 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such, no
amount on account of principal or interest on public
deposits was outstanding as on the date of the Balance
Sheet for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of Loans, Guarantees given and Investments
made during the year as required under section 186 of
the Companies Act, 2013 and Schedule V of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) regulations, 2015 have been
disclosed in the financial statements.

REVIEW OF SUBSIDIARIES

Your Company has four Subsidiaries Company. Financials
of the Subsidiaries Company are disclosed in the
Consolidated Financial Statements, which form part of this
Annual Report. A statement containing salient features of
the Financial Statements of the Subsidiaries Company is
annexed to this Annual Report pursuant to Section 129 of
the Companies Act, 2013 and Rules made thereunder in
prescribed From AOC-3A and hence not repeated here
for the sake of brevity.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and
Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company at
the link: http://goldiam.com/pdf/annual-return/MGT-7-
2024-25.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has six Directors
with an optimum combination of Executive and Non¬
Executive Directors including three women directors.

The Board comprises of four Non-Executive Directors, out
of which three are Independent Directors.

During the year, the Members approved the following
appointment and re-appointment of Directors:

• Re-appointment of Mrs. Nipa Utpal Sheth (DIN
00081064) as an Independent Director for a second
consecutive term of five years from August 31,2025
up to August 30, 2030.

In the opinion of the Board, Mrs. Nipa Utpal Sheth is a
person of integrity and fulfils requisite conditions as per
applicable laws and is independent of the management of
the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the
following are the Key Managerial Personnel of the
Company as on March 31,2025:

Mr. Rashesh Manhar Bhansali: Executive Chairman

Mr. Anmol Rashesh Bhansali: Managing Director

Mr. Pankaj Parkhiya: Company Secretary & Compliance
Officer

Mrs. Darshana Faldu- Chief Financial Officer
Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details of the Committees along with their composition,
number of meetings held and attendance at the meetings
are provided in the Corporate Governance Report.

Re-appointment of Director:

Mr. Rashesh Manhar Bhansali (DIN 00057931): On the
recommendation of Nomination and Remuneration
Committee, the Board of Directors have recommended
for your approval to re-appoint Mr. Rashesh Manhar
Bhansali as an Executive Chairman, liable to retire by
rotation, to hold office for another term of five years
commencing from February 1, 2026 up to January 31,
2031, (both days inclusive).

Retirement by Rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Companies (Management
& Administration) Rules, 2014 and Articles of Association
of the Company, Mr. Rashesh Manhar Bhansali (DIN
00057931), Executive Chairman of the Company at the
ensuing Annual General Meeting of the Company and
being eligible, has offered himself for re-appointment and
the Board recommends his re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies Act,
2013 in the preparation of the annual accounts for the
year ended on March 31,2025 and confirm as under:

(i) in the preparation of the annual accounts for the
financial year ended March 31,2025, the applicable
accounting standards have been followed along with
proper explanations relating to material departures,
if any;

(ii) the directors have selected such accounting policies
and applied them consistently, except for the change
in accounting policies stated in notes to the accounts
and 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 as on March 31,2025
and of the statement of profit and loss and cash flow
of the Company for the period ended March 31,2025;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going
concern basis;

(v) proper internal financial controls to be followed by
the Company has been laid down and such internal
financial controls are adequate and were operating
effectively; and

(vi) that the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

MEETING OF THE BOARD

During the year four Board meetings were held, the details
of which are given in the Corporate Governance Report.

INDEPENDENT DIRECTORS DECLARATION

Every Independent Director, at the first meeting of the
Board after their appointment and thereafter at the first
meeting of the Board in every financial year or whenever
there is any change in the circumstances which may affect
his/her status as an independent director, is required to
provide a declaration that he/she meets the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1 )(b) of the Listing Regulations.

In accordance with the above, each Independent Director
has given a written declaration to the Company confirming
that he/she meets the criteria of independence under
Section 149(6) of the Act and Regulation 16(1 )(b) of the
Listing Regulations, and that they have complied with the
Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors
fulfill the criteria of independence as provided under the
Act, Rules made thereunder, read with the Listing
Regulations and are independent of the management and
possess requisite qualifications, experience, and expertise
and hold highest standards of integrity to discharge the
assigned duties and responsibilities as mandated by Act
and Listing Regulations diligently. Disclosure regarding
the skills/expertise/competence possessed by the
Directors is given in detail in the Report on Corporate
Governance forming part of this Annual Report.

All Independent Directors have registered their name in
the databank maintained with the Indian Institute of
Corporate Affairs, (“IICA”) pursuant to Companies Act and
rules made thereunder.

ANNUAL EVALUATION OF BOARD OF ITS OWN
PERFORMANCE, ITS COMMITTEES, THE CHAIRMAN
AND INDIVIDUAL DIRECTORS INCLUDING THE
INDEPENDENT DIRECTORS

In compliance with Sections 134 and 178 of the Companies
Act read with Regulations 17 and 19 of the Listing
Regulations, the performance evaluation of the Board and
its Committees were carried out during the year under
review.

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 performance evaluation of independent directors was
done by the entire Board, excluding the independent
director being evaluated.

In a separate meeting of Independent Directors,
Performance of Non-Independent directors, the Board as
a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and
non-executive directors.

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and
Remuneration of Directors and Senior Management
Employees.The main objective of the said policy is to
ensure that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate
the Directors, KMP and senior management employees.
The said Policy also lay down criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3)
of section 178, is appended as Annexure A to this Report
and is also uploaded on the Company’s website
www.goldiam.com (web link: http://goldiam.com/pdf/gil-
policies/Nomination-and-Remuneration-Policy.pdf )

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The familiarization programme aims to provide
Independent Directors with the Jewellery industry scenario,
the socio-economic environment in which the Company
operates, the business model, the operational and financial
performance of the Company, significant development so
as to enable them to take well informed decisions in a
timely manner. The familiarization programme also seeks
to update the directors on the roles, responsibilities, rights
and duties under the act and other statutes.

The Board members are provided with the necessary
documents, presentation, reports and policies to enable
them to familiarize with the Company’s procedures and
practices. Updates on relevant statutory changes and
important laws are also given in the meetings.

The details of familiarization program for Directors are
posted on the Company’s website http://goldiam.com/pdf/
board-of-directors/2024-2025/
Familiarisation%20Programme-7-2-25.pdf

PARTICULARS OF REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the particulars of remuneration to the
Directors and employees of the Company and the details
of the ratio of remuneration of each director to the median
employee’s remuneration is annexed herewith as
Annexure B to this Report.

Information required under Section 197(12) of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and forming part of this Directors’ Report for the year ended
March 31,2025 is given in Annexure B.

During the year under review, following MD/ WTD of the
Company has drew remuneration from the subsidiaries.
Mr. Rashesh Manhar Bhansali, Executive Chairman of the
Company drew remuneration of Rs. 192.88 Lakhs from
Goldiam Jewellery Limited. Mr. Anmol Rashesh Bhansali,
Managing Director of the Company drew remuneration of
Rs. 199.46 Lakhs from Goldiam Jewellery Limited.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm’s
length basis, in the ordinary course of business and are in
compliance with applicable provisions of the Companies
Act, 2013 and the Listing Regulations. All Related Party
Transactions are placed before the Audit Committee. Prior
omnibus approval of the Audit Committee is obtained for
related party transactions which are foreseen and repetitive
in nature and the transactions entered into pursuant to
the omnibus approval so granted are placed before the
Audit Committee for reviewing on a quarterly basis. There
are no materially significant related party transactions
made by the Company with Promoters, Directors, or Key
Managerial Personnel etc., which may have potential
conflict with the interest of the Company at large or which
warrants the approval of the shareholders. Accordingly,
no transactions are being reported in Form AOC-2, in terms
of section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of the
transactions with Related Party are provided in the
Company’s financial statements in accordance with the
Accounting Standards.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company’s website: http://
qoldiam.com/pdf/qil-policies/Policv-on-Related-Partv-
Transaction-GIL-30-3-22.pdf None of the Directors have
any pecuniary relationships or transactions vis-a-vis the
Company.

Details of contracts or arrangements or transactions
not at arm’s length basis: Nil

Details of material contracts or arrangement or
transactions at arm’s length basis: NA

AUDITORS

i. AUDITORS AND THEIR REPORT

At the thirty-fifth AGM held on September 28, 2022,
the Members approved the appointment of Pulindra
Patel & Co, Chartered Accountants (Firm Registration
No. 111777W) as Statutory Auditors of the Company
to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the
fortieth AGM to be held in the year 2027.

The statutory auditor’s report issued by the Statutory
Auditors on the financial statement for the financial
year ended March 31, 2024 do not contain any
qualification, reservation or adverse remark or
disclaimer and is part of the Annual Report. The
Statutory Auditors have not reported any incident of
fraud to the Audit Committee in the year under review.

ii. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder,
the Board has appointed M/s. R.N. Shah &
Associates, a firm of Company Secretaries in Practice
(C.P.No.700) to carry out Secretarial Audit for the
financial year 2024-25. The Secretarial Auditor’s
Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.

The Secretarial Audit Report in Form No MR-3 forms
part of this Report as Annexure C. In accordance
with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained, from
the Secretarial Auditor of the Company, an Annual
Secretarial Compliance Report.

Pursuant to Requlations 24A of SEBI Listinq
Regulations 2015, the Secretarial Audit Report in
Form No MR-3 of material unlisted subsidiaries of

the Company incorporated in India forming part of
this Directors’ Report for the year ended March 31,
2025 is given in Annexure D.

Further, pursuant to the provisions of Regulation 24A
& other applicable provisions of the SEBI Listing
Regulations read with Section 204 read with Rule 9
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors at their respective meetings held on May
26, 2025 have approved & recommended for approval
of Members, appointment of M/s R.N. Shah &
Associates, Practicing Company Secretaries (C.P.
No. 700) as Secretarial Auditor for a term of upto
5(Five) consecutive years, to hold office from April
1,2025 upto March 31, 2030.

A detailed proposal for appointment of Secretarial
auditor forms part of the Notice convening this AGM.

iii. INTERNAL AUDITOR

M/s. J.H. Shah & Associates, Chartered Accountants
are our Internal Auditors. The scope of work and
authority of the Internal Auditors is as per the terms
of reference approved by the Audit Committee. The
Internal Auditors monitors and evaluates the
efficiency and adequacy of internal control system
in the Company, its compliance with operating
systems, accounting procedures and policies of the
Company. Significant audit observation and
recommendations along with corrective actions
thereon are presented to the Audit Committee of the
Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has
complied with the applicable SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2
(Secretarial Standard on General Meetings) issued by the
Institute of Company Secretaries of India and approved
by the Central Government under Section 118(10) of the
Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In terms of amendment to Regulation 34 (2) (f) as notified
by SEBI (LODR) (Second Amendment) Regulations, 2021
dated May 05, 2021, SEBI has mandated the new reporting
requirements on ESG parameters called the Business
Responsibility and Sustainability Report (BRSR) as part
of the Annual Report for top 1000 listed entities based on
market capitalization. In compliance with the same, the
BRSR for FY 2024-25 is attached in the format prescribed
as Annexure E and forms as part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE COURTS OR REGULATORS

There have been no significant and material orders passed
by the courts or regulators or tribunals impacting the going
concern status and Company’s operations.

PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule, 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as Annexure F.

RISK MANAGEMENT POLICY AND ITS
IMPLEMENTATION

Risk management has always been an integral part of the
corporate strategy which complements the organizational
capabilities with business opportunities, robust planning
and execution.

In line with the new regulatory requirements, the Company
has formally framed a Risk Management Policy to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the
meetings of the Risk Management Committee of the
Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls with reference to financial statements. Periodic
audits are undertaken on a continuous basis covering all
the operations i.e., manufacturing, sales & distribution,
marketing, finance, etc. Reports of internal audits are
reviewed by management and Audit Committee from time
to time and desired actions are initiated to strengthen the
control and effectiveness of the system.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Companies Act, 2013, the Companies (Corporate Social
Responsibility) Rules, 2014 and the various notifications/
circulars issued by the Ministry of Corporate Affairs, the
Company has contributed an amount of ' 1,54,21,000/-
lakhs towards CSR activities, the Company has
undertaken projects in the area of promoting and
preventive health care, promoting education in accordance
with Schedule VII of the Companies Act, 2013 with the
help of other registered trusts namely “Rotary Club of
Bombay Queens Necklace Charitable Trust”, “Make-A-
Wish Foundation of India”, Saifee Hospital Trust
Management AC, Bhanumatiben Ramniklal Charitable
Trust, Sri Sathya Sai Health and Education Trust
undertaking promoting preventive health care projects and
Opportunity Circle Foundation for undertaking promoting
education, including special education and employment
enhancing vocation skills especially among children,
women, elderly and the differently abled and livelihood
enhancement projects.

The content of CSR policy of the Company and detailed
report on CSR activities including amount spent is given
in Annexure G.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is committed to prevent and control the
sexual harassment at workplace and to provide a safe
and conducive work environment to all its employees and
associates. The Company has in place a Sexual
Harassment Policy in accordance with the provisions of
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder (‘POSH’) as amended from time
to time. An Internal Committee has been set up to redress
the complaints received regarding sexual harassment at
workplace. All employees including trainees are covered
under this policy.

Details of complaints with respect to the above during the
year under review are:

a. Number of complaints filed during the financial year:
NIL

b. Number of complaints disposed of during the financial
year: NIL

c. Number of complaints pending as on the end of the
financial year: NIL

d. Number of cases pending for more than ninety days:
NIL

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited
are committed to maintain the highest standard of honesty,
openness and accountability and recognize that
employees have important role to play in achieving the
goal. Further the your Board is in believe that the
employees should be able to raise complaints concerning
questionable accounting practices, internal accounting
controls or auditing matters or concerning the reporting of
fraudulent financial information etc. free of any
discrimination, retaliation or harassment, for which the
Board has established a Whistle Blower Policy, which
encouraged the employees to report their genuine
concerns and questionable accounting practices to Mr.
Pannkaj Ghadiali, Chairman of Audit Committee through
email or by correspondence through post. The Company
has a Whistle Blower Policy and has established the

necessary vigil mechanism for employees, Directors and
stakeholders in conformation with the provisions of Section
177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, to report concerns about unethical behaviour.
This Policy is available on the Company’s website at http:/
/goldiam.com/pdf/gil-policies/Whistle-Blower-Policy.pdf

STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

During the year under review, the Company has complied
with the applicable provisions of the Maternity Benefit Act,
1961.

EMPLOYEES STOCK OPTION SCHEME

Your Company has Goldiam ESOP Scheme 2024 i.e. in
compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended from
time to time (‘SEBI ESOP Regulations’) and there has
been no material change to the Goldiam ESOP Scheme
2024 during the year under review.

A certificate from Secretarial Auditor of the Company,
confirming implementation of Goldiam ESOP Scheme
2024 in accordance with the SEBI ESOP Regulations and
the resolution(s) passed by the Members of the Company
will be uploaded on website viz. www.goldiam.com for
inspection by Members of the Company.

The statutory disclosures as mandated under the Act and
SEBI ESOP Regulations are available on website of the
Company at http://goldiam.com/pdf/esop/2024-25/ESOP-
Disclosure-FY 2024-25.pdf

OTHER DISCLOSURES:

Following other disclosures are made:

• No orders were passed by any of the regulators or
courts or tribunals impacting the going concern status
and Company’s operations in the future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION:

The Board reports that no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the financial
year ending March 31, 2025 and the date of this Report.

INVESTOR RELATIONS

Your Company interacted with Indian and overseas
investors and analysts through one-on-one meetings,
conference call and regular quarterly meetings during the
year. Earnings call transcripts/recording of the meeting
on quarterly/event based meetings are posted on the
website of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the
financial conditions and results of operations of the

Company for the year under review, as required under
regulation 34(2) (e) of SEBI (LODR) Regulations, is being
given separately and forms a part of this annual report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best
corporate governance practices aimed at building trust
among all stakeholders-shareholders, employees,
customers, suppliers and others. Your Company believes
that fairness, transparency, responsibility and
accountability are the four key elements of corporate
governance. The Company has complied with the
corporate governance requirements under the Companies
Act, 2013, and as stipulated under the listing regulations.
A separate section on corporate governance under the
listing regulations, along with a certificate from M/s. Jigar
Darji & Associates, Company Secretaries confirming
compliance, is annexed and forms an integral part of this
Annual Report.

ACKNOWLEDGMENTS

Your Directors express their appreciation for the sincere
cooperation and assistance of Central and State
Government authorities, bankers, customers, suppliers
and business associates. Your Directors also wish to place
on record their deep sense of appreciation for the
committed services by your Company’s employees. Your
Directors acknowledge with gratitude the encouragement
and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Rashesh M. Bhansali

Dated: August 11,2025 Executive Chairman

Place: Mumbai (DIN 00057931)