Directors Report of Uday Jewellery Industries Ltd.

Mar 31, 2025

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)

Particulars	31.03.2025	31.03.2024
Revenue from operations	28720.20	17,318.24
Other Income	86.62	90.71
Total income	28,806.83	17,408.94
Profit before tax	1,468.39	1,189.19
Current Tax	380.81	312.29
Deferred Tax	-1.02	5.59
Income tax pertaining to earlier years	1.96	-
Profit after Tax	1086.64	871.31
Earnings per share
Basic	4.89	3.96
Diluted	4.89	3.96

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.

Number of Sexual Harassment	Number of Sexual Harassment	Number of Sexual Harassment
Complaints received	Complaints disposed off	Complaints pending beyond 90 days.

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:

Details of Bank Limits Rated by ICRA (Rated on Long-Term Scale)	Amount (in Crores)	Previous Rating	Present Rating
Kotak Mahindra Bank - Cash Credit	35.00
Kotak Mahindra Bank - Guaranteed	2.42	[ICRA] BBB -	[ICRA] BBB (Stable)
Emergency Credit Line
Unallocated Limits	3.50
Total	40.92

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

---

Mar 31, 2024

Your directors have pleasure in presenting the 25th Annual Report on the business and operations of your Company along with the audited financial statements (Standalone) for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial statements of the Company for the financial year ended March 31,2024, are as under:

(Rs. in Lakhs)
Particulars	31.03.2024	31.03.2023
Revenue from operations	17,318.24	17,673.09
Other Income	90.71	155.06
Total income	17,408.94	17,828.14
Profit before tax	1,189.19	1,283.73
Current Tax	312.29	337.24
Deferred Tax	5.59	(3.98)
Income tax pertaining to earlier years	-	0.28
Profit after Tax	871.31	950.19
Earnings per share
Basic	3.96	4.31
Diluted	3.96	4.31

The year 2023-24 started well with the resounding success on “Akshaya Thrithiyai” sales that fell in the first quarter that already supported by better realization due to steep increase in gold price movement. However, 2nd, 3rd and 4th quarters, the company could register the progress made earlier that resulted in the record performance in 2023-24.

2. STANDALONE FINANCIAL RESULTS:

During the Financial Year (FY) 2023-24, the Company has achieved a total income of 17,408.94 lakhs as compared to 17,828.14 lakhs in FY23. The profit before tax for FY2023-24 stood at ''1,189.19 lakhs compared to 1,283.73 lakhs achieved in FY23. The profit after tax stood at 871.31 lakhs for FY2023-24 as compared to 950.19 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:

Being in the organized Jewellery manufacturing business, the factors that have aided growth of organized players Industry interactions indicate national and regional jewellery retailers (organized segment) enjoy an edge over their smaller, standalone counterparts due to the following advantages:

• Widespread presence across cities and locations: National and regional jewellery retailers typically have a wider presence across several cities and locations compared with their smaller, standalone counterparts. Geographical diversification via owned as well as franchisee stores allows them to capitalise on growing consumer awareness about quality, brands and design trends, and gain share from the unorganised segment,

• Rise in migration: In recent years, many young Indians have ventured out of their hometowns for better career opportunities. Rise in the migratory population augurs well for organised jewellers since these consumers mostly do not have strong relationships with local jewellers and are typically more inclined towards organised stores that offer contemporary designs,

• Focus on quality and trust: Several national and regional jewellery retailers are laying a strong emphasis on quality with regard to caratage, an aspect that was previously undermined, especially before BIS hallmarking of jewellery. An increasing number of national and regional jewellers are opting for hallmarking registration to win customer trust. Launch of other schemes such as buyback of gold further helps reinforce their focus on quality

• Better inventory management: Typically, national and regional players have better inventory management systems owing to higher number of stores and, thus, presence over a wider region. This enables the players to shift inventory from stores showing low demand for a particular product to stores where there is more demand for the same or similar items. Further, an inventorytracking system enables companies to monitor consumer preferences and enhance consumer satisfaction based on demand from the region

• Product raw material sourcing: Players largely rely on imports to source raw gold since India has negligible diamond and gold mining operations. With raw materials accounting for the largest share of a jeweller’s operating costs, ability to source them efficiently is a major success factor. Owing to large volumes of purchases, large organised players have easier access to credit at more competitive rates than smaller, unorganised jewellers

• Launch of new collections and brands: Given their scale and size of operations, national and regional jewellery retailers are able to develop and design jewellery according to regional tastes as well as global trends, and launch new collections and brands at regular intervals, thus providing the customer with a wider choice • Investments in brand building: Typically, national and regional jewellery retailers invest large amounts in brand building and advertising initiatives compared with the standalone players, which helps establish trust and create brand recall value for customers •

Ability to attract better talent: Typically, national and regional jewellery retailers have the ability to attract and retain better talent owing to a well-established brand name, faster growth opportunities and better profitability, which enable them to offer competitive salaries • Emergence of online formats: Players are increasingly adopting the online format as an alternative sales channel, especially in metropolitan cities. As per industry sources, although the share of online

in total gems and jewellery sales is currently miniscule (around 4% of the total industry), it is poised for fast growth rate of 28-33% and is expected to account for 7-8% of the gems and jewellery segment by fiscal 2025. Apart from physical brick-and-mortar (B&M) stores, players have created an online presence via their own websites, mobile applications, or tie-ups with marketplace websites such as Amazon and Flipkart. Many prominent jewellers such as Tanishq, Kalyan Jewellers, Joyalukkas, Malabar Gold & Diamonds, 163 Senco Gold & Diamonds, PC Jeweller, and Tribhovandas Bhimji Zaveri have started retailing jewellery online.

• Regulatory changes: GST implementation reduced the erstwhile tax arbitrage aiding unorganised players. Furthermore, measures such as demonetization to curb unaccounted money flowing into the gold industry are expected to have aided organised players. The government has also introduced mandatory hallmarking of gold jewellery, which is expected to significantly reduce the price differential between organised and unorganised players. Currently, owing to the lack of awareness among consumers, unorganised retailers often sell non-hallmarked items with lower-than-stated caratage. This enables them to maintain profitability despite charging less than organised players. Proper implementation of this rule is likely to impact the profitability of unorganised players, who will then have to raise their making charges.

• Mandatory Hallmark Unique Identification (HUID) for gold jewellery: The government mandated a six-digit alphanumeric code HUID number for gold jewellery and other items from 1 April 2024. The hallmarking will enhance the attractiveness of standardized gold across India, and it will enable the tracking and auditing for the government thereby helping in controlling unaccounted transactions. • Better customer service and policies: Organised players provide standard terms and conditions to all their customers in terms of exchange, refund and repairs, which play a pivotal role in driving repeat footfall and customer loyalty.

REGIONAL MARKET:

Southern region dominates with 38-43% share Industry estimates indicate ~70% of India’s gold demand emanates from rural areas, in line with the demographics of the country. Demand is supported by higher per-capita income, lower poverty rates and strong non-resident Indian demand. Industry estimates also indicate southern India is predominantly a 22-carat traditional, handmade market. In contrast, eastern India accounts for only 13-18% of gold demand. Similar to southern India, demand for jewellery in the eastern region is focused largely on the 22-carat type. In contrast, the northern (23-28%) and western (18-23%) regions prefer 14- and 18-carat jewellery, respectively.

COMPANY PLANS:

With a target of becoming the largest manufacturer of CZ with precious colour gemstones studded jewellery, the company is coming up with new facilities with an expansion of its capacity 4 times than the existing and the said facility of the Company will be well equipped with state-of-the-art Mechanization and technology thereby increasing the overall capacity and enhanced finishing of the products.

The Company is investing its own fund in research and innovative technology for sustainable growth instead of financing from outside sources.

The company’s production infrastructure includes a large pool of highly skilled artisans and craftsmen and furthermore the company is looking for a training center for fuller utilization of the labor force and to increase productivity at the same time.

The Company’s in-house design and development team is supported by cutting-edge technology including 3D printing, laser engraving, CAD (computer-aided design), etc to make precise designs as per the requirement of the customers.

5. SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including 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.

The Authorised Share Capital of the Company is Rs. 26,00,00,000/- divided into 2,60,00, Equity Shares of Rs.10/- each. The Paid-up Equity Share Capital of the Company is Rs. 22,02,19,000/ - divided into 2,20,21,900 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 is planning for a further issue of capital by issue and allotment of upto 25,00,000 Warrants convertible into Equity shares. The said issue is proposed to be subscribed by the Promoter group and few public investors.

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. 871.31/- Lakhs to be carried forward to the reserves being profit for the year.

9. 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.

10. 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.

11. 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.

12. DEPOSITORY SYSTEM:

The Company’s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) 15.22% and Central Depository Services (I) Ltd. (CDSL). 83.96% of the total shareholding of the Company was held in dematerialized form as on 31st March 2024. Shares held in physical form was 0.82% of the issued Capital.

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

a) Appointments taken place during the year:

During the Year Ms. Nivya Soni has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 14.11.2023.

b) Resignations:

During the year, Mr. Bolledu Kiran Kumar Company Secretary and Compliance Officer of the Company has resigned w.e.f 18.10.2023.

The Board placed on record their appreciation for the valuable contribution made by the Mr. Bolledu Kiran Kumar during his 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.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Board consists of Six Directors including three Independent (Non- Executive Directors). Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754) and Shri Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2023-24.

Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754) Independent Directors of the company are completing their terms of office as per the Companies act, 2013. Hence they retire from their office with effect from forthcoming AGM on 30.09.2024

In their place the Board has recommended for the appointment of Mr. Siddharth Goel and Mr. Balasubramanyam Danturti as Independent Directors of the company to the Shareholders and on their consent, they will be appointed with effect from 30.09.2024 in terms of Companies Act, 2013.

With the above changes the Board of Directors will comprise 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.

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. Nivya Soni # - Company Secretary and Compliance Officer

#Appointed w.e.f 14.11.2023.

4. Mr. Bolledu Kiran Kumar - Company Secretary and Compliance Officer

#Appointed w.e.f 15.04.2023 and Cessation 18.10.2023.

The remuneration and other details of these Key Managerial Personnel for FY2023-24 are provided in the Annual Return which is available on the website of the Company.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754), Shri. Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2023-24 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.

16. 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 31,2024.

17. 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.

18. REVISION OF FINANCIAL STATEMENTS:

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

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

During the year, 7 (Seven) Board Meetings were convened and held. The dates on which the said meetings were held are: 15.04.2023, 29.05.2023, 24.07.2023, 16.08.2023, 12.09.2023, 14.11.2023 and 14.02.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. 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.

21. 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 14th February 2024 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.

22. 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.

23. BOARD COMMITTEES:

The Board has constituted three 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 are 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.

24. 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.

25. 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 2023-2024, there were no complaints received by the Committee.

26. 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.

27. 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.

28. CREDIT RATING OF BORROWING:

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

Details of Bank Limits Rated by ICRA (Rated on Long-Term Scale)	Amount (Rs. in Lakhs)	Previous Rating	Present Rating
Kotak Mahindra Bank - Cash Credit	35.00	[ICRA] BBB -	[ICRA] BBB (Stable)
Kotak Mahindra Bank - Guaranteed
Emergency Credit Line	2.42
Unallocated Limits	3.50
Total	40.92

29. 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.

30. INTERNAL CONTROL SYSTEMS:

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal and statutory auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

31. 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

32. 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 of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, 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).

33. 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 2023-24.

34. HUMAN RESOURCES:

Your Company treats its manpower as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

35. 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.

36. 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.

37. 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 29th September 2021 to hold office until the conclusion of the 27th 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/201 6-17/001 dated 25.05.2016 has been submitted to the Stock Exchanges.

SECRETARIAL AUDITORS

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 2023-24. 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 2023-24 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 2023-24 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.

38. 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.

39. 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.

40. 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.

41. 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 provided the unsecured loan to Trisa Retail Limited under Section 186 of the Companies Act, 2013 in yester years. As on the end of the period under review, the outstanding amount of such unsecured loan was paid off and Nil. Further, 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.

42. 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 21th September, 2023.

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

43. 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 2024.

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

44. 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. 20,37,54,326 Foreign Exchange Outgo: Rs.7,82,901

45. 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

46. 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.

47. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your directors would like to inform the members that the Audited Financial Statement for the financial year ended 31st March 2024 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 2024 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:

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in the future.

50. ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES:

The Company has taken pioneering steps in the line of business to undertake its manufacturing activity in a premises which is a IGBC certified GREEN Building and the installations have been very carefully structured for minimum use of polluting materials and electrical power. After few months, Company will take steps to fulfill its power requirements from the roof top solar power units also.

The Human capital is of prime importance in the jewellery business and the Company has been marching ahead with various initiative for its PEOPLE. The artisans are supported for their children education, the social aspect of their lives are well taken care.

Being a BSE listed Company, effective and orderly governance comes naturally to the Company which is spearheaded by the Board of Directors and the Standards of Practices to be followed for Board and Governance are well defined and are implemented with a flair of penchant and diligence.

51. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 16th Annual General Meeting of the Company including the Annual Report for FY2023-24 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 place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, team spirit, cooperation and dedication during the year.

Your directors place on records their sincere thanks to bankers, suppliers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

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Mar 31, 2023

It is our pleasure to present the Twenty - Fourth Annual Report together with the Audited Financial Statement of Uday Jewellery Industries Limited for the Financial Year ended 31st March 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The highlights of the financial statements of the Company for the financial year ended March 31, 2023, are as under:

(Rs. in Lakhs)
Particulars	31.03.2023	31.03.2022
Revenue from operations	17,673.09	12,153.53
Other Income	155.06	96.20
Total income	17,828.14	12,249.73
Profit before tax	1,283.73	779.30
Current Tax	337.24	207.30
Deferred Tax	(3.98)	(3.19)
Income tax pertaining to earlier years	0.28	3.82
Profit after Tax	950.19	571.36
Earnings per share
Basic	4.31	2.59
Diluted	4.31	2.59

2. REVIEW OF OPERATIONS:

The Company witnessed strong demand across its businesses achieving significant revenue uplift and ending the year on a strong note. Revenue from operations was recorded as Rs. 17,673.09 Lakhs against Rs. 12,153.53 Lakhs during previous year registering increase of 45.41% over the previous year. The Company reported a Net Profit of Rs. 950.19 Lakhs as against Rs. 571.36 Lakhs earned during previous year registering increase of 66.30% over the previous year.

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

During the period under review and the date of Board''s Report there was no change in the nature of Business.

Being in the organised Jewellery manufacturing business, the factors that have aided growth of organised players Industry interactions indicate national and regional jewellery retailers (organised segment) enjoy an edge over their smaller, standalone counterparts due to the following advantages:

• Widespread presence across cities and locations: National and regional jewellery retailers typically have a wider presence across several cities and locations compared with their smaller, standalone counterparts. Geographical diversification via owned as well as franchisee stores allows them to capitalise on growing consumer awareness about quality, brands and design trends, and gain share from the unorganised segment

• Rise in migration: In recent years, many young Indians have ventured out of their hometowns for better career opportunities. Rise in the migratory population augurs well for organised jewellers since these consumers mostly do not have strong relationships with local jewellers and are typically more inclined towards organised stores that offer contemporary designs

• Focus on quality and trust: Several national and regional jewellery retailers are laying a strong emphasis on quality with regard to cartage, an aspect that was previously undermined, especially before BIS hallmarking of jewellery. An increasing number of national and regional jewellers are opting for hallmarking registration to win customer trust. Launch of other schemes such as buyback of gold further helps reinforce their focus on quality

• Better inventory management: Typically, national and regional players have better inventory management systems owing to higher number of stores and, thus, presence over a wider region. This enables the players to shift inventory from stores showing low demand for a particular product to stores where there is more demand for the same or similar items. Further, an inventory-tracking system enables companies to monitor consumer preferences and enhance consumer satisfaction based on demand from the region

• Product raw material sourcing: Players largely rely on imports to source raw gold since India has negligible diamond and gold mining operations. With raw materials accounting for the largest share of a jeweller''s operating costs, ability to source them efficiently is a major success factor. Owing to large volumes of purchases, large organised players have easier access to credit at more competitive rates than smaller, unorganised jewellers

• Launch of new collections and brands: Given their scale and size of operations, national and regional jewellery retailers are able to develop and design jewellery according to regional tastes as well as global trends, and launch new collections and brands at regular intervals, thus providing the customer with a wider choice • Investments in brand building: Typically, national and regional jewellery retailers invest large amounts in brand building and advertising initiatives compared with the standalone players, which helps establish trust and create brand recall value for customers

• Ability to attract better talent: Typically, national and regional jewellery retailers have the ability to attract and retain better talent owing to a well-established brand name, faster growth opportunities and better profitability, which enable them to offer competitive salaries • Emergence of online formats: Players are increasingly adopting the online format as an alternative sales channel, especially in metropolitan cities. As per industry sources, although

the share of online in total gems and jewellery sales is currently miniscule (around 4% of the total industry), it is poised for fast growth of 28-33% and is expected to account for 7-8% of the gems and jewellery segment by fiscal 2025. Apart from physical brick-and-mortar (B&M) stores, players have created an online presence via their own websites, mobile applications, or tie-ups with marketplace websites such as Amazon and Flipkart. Many prominent jewellers such as Tanishq, Kalyan Jewellers, Joyalukkas, Malabar Gold & Diamonds, 163 Senco Gold & Diamonds, PC Jeweller, and Tribhovandas Bhimji Zaveri have started retailing jewellery online.

• Regulatory changes: GST implementation reduced the erstwhile tax arbitrage aiding unorganised players. Furthermore, measures such as demonetization to curb unaccounted money flowing into the gold industry are expected to have aided organised players. The government has also introduced mandatory hallmarking of gold jewellery, which is expected to significantly reduce the price differential between organised and unorganised players. Currently, owing to the lack of awareness among consumers, unorganised retailers often sell non-hallmarked items with lower-than-stated caratage. This enables them to maintain profitability despite charging less than organised players. Proper implementation of this rule is likely to impact the profitability of unorganised players, who will then have to raise their making charges.

• Mandatory Hallmark Unique Identification (HUID) for gold jewellery: The government mandated a six-digit alphanumeric code HUID number for gold jewellery and other items from 1 April 2023. The hallmarking will enhance the attractiveness of standardized gold across India, and it will enable the tracking and auditing for the government thereby helping in controlling unaccounted transactions. • Better customer service and policies: Organised players provide standard terms and conditions to all their customers in terms of exchange, refund and repairs, which play a pivotal role in driving repeat footfall and customer loyalty.

REGIONAL MARKET:

Southern region dominates with 38-43% share Industry estimates indicate ~70% of India''s gold demand emanates from rural areas, in line with the demographics of the country. Within India, the southern states dominate with 38-43% of gold demand. Demand is supported by higher per-capita income, lower poverty rates and strong non-resident Indian demand. Industry estimates also indicate southern India is predominantly a 22-carat traditional, handmade market. In contrast, eastern India accounts for only 13-18% of gold demand. Similar to southern India, demand for jewellery in the eastern region is focused largely on the 22-carat type. In contrast, the northern (2328%) and western (18-23%) regions prefer 14- and 18-carat jewellery, respectively.

COMPANY PLANS:

With a target of becoming the largest manufacturer of CZ with precious colour gemstones studded jewellery, the company is coming up with new facilities with an expansion of its capacity 4 times than the existing and the said facility of the Company will be well equipped with state-of-the-art Mechanization and technology thereby increasing the overall capacity and enhanced finishing of the products.

The Company is investing its own fund in research and innovative technology for sustainable growth instead of financing from outside sources.

The company''s production infrastructure includes a large pool of highly skilled artisans and craftsmen and furthermore the company is looking for a training center for fuller utilization of the labor force and to increase productivity at the same time.

The Company''s in-house design and development team is supported by cutting-edge technology including 3D printing, laser engraving, CAD (computer-aided design), etc to make precise designs as per the requirement of the customers.

5. SHARE CAPITAL

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

The Paid-up Equity Share Capital of the Company is Rs. 22,02,19,000/- divided into 2,20,21,900 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

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:

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. RESERVES

During the period under review, the Board of Directors has decided that Rs. 950.19/- Lakhs to be carried forward to the reserves being profit for the year.

9. 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.

10. 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.

11. 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.

12. DEPOSITORY SYSTEM:

The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) 14.96% and Central Depository Services (I) Ltd. (CDSL). 84.21% of the total shareholding of the Company was held in dematerialized form as on 31st March 2023. Shares held in physical form was 0.83% of the issued Capital.

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

a) Appointments taken place during the year:

During the Year NIL. But after Financial Year and before Board Report dated, Mr. Bolledu Kiran Kumar has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 15.04.2023

b) Resignations:

During the year, Ms. Sarita Panchal Company Secretary and Compliance Officer of the Company has resigned w.e.f 26.10.2022.

The Board placed on record their appreciation for the invaluable contribution made by the Ms. Sarita Panchal 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.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Board consists of Six Directors including three Independent (Non- Executive Directors). Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754) and Shri Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2022-23.

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.

In compliance with the requirements of Section 203 of the Companies Act, 2013, during the period, following are the Key Managerial Personnel of the Company.

1. Mr. Sanjay Kumar Sanghi - Managing Director

2. Mr. Rakesh Agarwal - Chief Financial officer

3. Mr. Bolledu Kiran Kumar # - Company Secretary and Compliance Officer #Appointed w.e.f 15.04.2023.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Shri Ramprasad Vempati (DIN: 01903161), Shri Vikram Goel (DIN: 05104754), Shri. Sunil Garg (DIN: 08851283) were the Independent Directors during the Financial Year 2022-23 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.

16. 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 31,2023.

17. 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 Draft Annual Return is uploaded on website of the Company with the following link

dev.udayjewellery.com/wp-content/uploads/2023/08/Draft-Form-MGT-7-31.03.2023.pdf

18. REVISION OF FINANCIAL STATEMENTS:

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

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

During the year, 9 (Nine) Board Meetings were convened and held. The dates on which the said meetings were held are: 11.04.2022, 23.05.2022, 03.06.2022, 16.06.2022, 11.08.2022, 18.08.2022, 16.09.2022, 12.11.2022 and 13.02.2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. 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.

21. 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 Independent Directors met separately on 13th February 2023 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.

22. 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.

23. BOARD COMMITTEES:

The Board has constituted three committees at present:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

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

24. 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.

25. 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 2022-2023, there were no complaints received by the Committee.

26. 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.

27. 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.

28. CREDIT RATING OF BORROWING:

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

Details of Bank Limits Rated by ICRA (Rated on LongTerm Scale)	Amount (Rs. in Lakhs)	Previous Rating	Present Rating
Kotak Mahindra Bank - Cash Credit	35.00
Kotak Mahindra Bank - Guaranteed Emergency Credit Line	2.42	[ICRA] BBB -	[ICRA] BBB (Stable)
Unallocated Limits	3.50
Total	40.92

29. 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.

30. INTERNAL CONTROL SYSTEMS:

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal and statutory auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

31. MANAGERIAL REMUNERATION

The Company''s policy on Director''s appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 No remuneration is being paid to the Managing Director or any other Director of the Company. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company and Directors is furnished hereunder:

a. All pecuniary relationships or transactions, of the non-executive directors of the Company:

The Non-executive Directors do not have any pecuniary relationship or transactions with the Company.

b. Details of remuneration of each Director and CFO and Company Secretary in the Financial Year 2022-23 are as follows:

Name	Designation	Remuneration (in Rs.)		Increase in %
		2022-23	2021-22
Ritesh Kumar Sanghi	Managing Director	-	-	-
Sanjay Kumar Sanghi	Director	-	-	-
Pritha Sanghi	Director	-	-	-
Rakesh Agarwal	Chief Financial Officer	8,64,000	6,67,597	29.41%
Mr. Lekhpal Sahu	Company Secretary	-	3,51,636*	-
Ms. Sarita Panchal	Company Secretary	2,05,235*	-	20%

c. Details of a fixed component and performance-linked incentives, along with the performance criteria: The Company does not have any performance-linked incentives for the Directors and CFO the appointments are made for a fixed period of time on the terms and conditions in the respective resolution passed by the Board/Members in the Meeting.

d. Number of permanent employees on the rolls of the Company as on 31st March 2023 are 93.

e. Stock option details: Nil

32. 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 of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, 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).

33. 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 2022-23.

34. HUMAN RESOURCES:

Your Company treats its manpower as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

35. 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.

36. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to

regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board and the Compliance Officer are responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The same has been displayed at the company''s website at www.udayjewellery.com.

37. STATUTORY AUDITORS:

The Auditors, M/s Anant Rao & Malik, Chartered Accountants, Hyderabad, (Firm Regn No.-006266S) appointed in the Annual General Meeting held on 29th September 2021 to hold office until the conclusion of the 27th 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.

38. 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 2022-23. 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 report Annual Secretarial Compliance report for the FY 2022-23 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 2022-23 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.

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.

COST RECORDS:

Your Company is not required to maintain cost records as specified under Section 148 of the Act.

39. 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.

40. 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.

41. 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 provided the unsecured loan to Trisa Retail Limited under Section 186 of the Companies Act, 2013 in yester years. As on the end of the period under review, the outstanding amount of such unsecured loan was paid off and Nil. Further, 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.

42. 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 26th September, 2022.

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

43. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

Your Company is committed to maintaining the high standards of corporate governance and adhering to the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. 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.

44. 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. 35,93,65,004.80 Foreign Exchange Outgo: Rs. 61,24,586.18

45. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company has fallen continued third year 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

46. 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.

47. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the Audited Financial Statement for the financial year ended 31st March 2023 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 31st March 2023 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 listing of shares of Calcutta Stock Exchange Limited (CSE) is no more relevant as the CSE has been derecognized by SEBI. 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:

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in the future.

50. ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES:

The Company has taken pioneering steps in the line of business to undertake its manufacturing activity in a premises which is a IGBC certified GREEN Building and the installations have been very carefully structured for minimum use of polluting materials and electrical power. After few months, Company will take steps to fulfill its power requirements from the roof top solar power units also.

The Human capital is of prime importance in the jewellery business and the Company has been marching ahead with various initiative for its PEOPLE. The artisans are supported for their children education, the social aspect of their lives are well taken care.

Being a BSE listed Company, effective and orderly governance comes naturally to the Company which is spearheaded by the Board of Directors and the Standards of Practices to be followed for Board and Governance are well defined and are implemented with a flair of penchant and diligence.

51. ACKNOWLEDGMENT:

The Directors thank the Company''s employees, customers, vendors, and investors for their continuous support. The Directors also wish to place on record their appreciation for the support from Banks, Stock Exchange & Other authorities for their able guidance and support.

On behalf of the Board of Directors

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi) ^{Date: 16}.°⁸.²⁰²³ Managing Director Director

Place: Hyderabad DIN: 00628033 DIN:00629693

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the audited Financial Statement of the Company for the financial year ended 31st March, 2018

1. FINANCIAL SUMMARY

(Amt in lakhs)

Particulars	31.03.2018	31.03.2017
Revenue from operations	7154.79	4516.54
Other Income	27.53	69.64
Profit before tax	300.52	166.46
Provision for Taxation	62.53	44.88
Profit after Tax	237.99	121.58

2. STATE OF COMPANY’S AFFAIRS:

The revenue from operations during the year under review stood at Rs. 7154.79 lakhs as compared to Rs. 4516.54 lakhs in the previous financial year ending 31st March, 2017. The net profit after tax for the financial year ending 31st March, 2018 is Rs. 237.99 lakhs. The Company is in the constant drive for growth and development. With its light weight precious stone studded gold jewellery, the Company has been able to meet the recent trends in the market. Further, the Company intends to introduce assorted brands of jewellery, each specializing in different categories for the interest of all groups of consumers After the end of period under review, the Company has entered into the international market through export of its exclusive gold jewellery.

3. FUTURE OUTLOOK

With growth oriented plans, the Company is optimistic about various intended business transformations that would boost its performance on the whole and increase its stakeholders’ value. In view of the same and the Company’s endeavors to achieve maximum customer satisfaction, there are plans to launch creative products under various brands. Products of white gold jewellery studded with precious stones, ‘Aira’- concept jewellery using variety of colored gemstones, 21ct gold jewellery for the purpose of export are few amongst the various themes on which the Company is seeking to create its niche in the national as well as international markets.

In line with its expansion plans and to augment the Company’s financial resources, the Company has allotted Warrants to Promoter/ Promoter Group and Non-Promoters which is convertible into equal number of Equity shares within a period of 18 months from the date of issue for the purpose of infusing funds in the business.

4. DIVIDEND

In order to conserve resources for further expanding business of the Company, your directors have opined to not recommend any dividend for the year under review.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as the Company has not declared and paid dividend.

6. RESERVES

Amount to be carried forward to the reserves is Rs. (154.30) Lakhs.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

8. SHARE CAPITAL

The Issued, Subscribed and Paid up Equity Share Capital of the Company is Rs. 16,86,41,200/-(Rupees Sixteen Crores Eighty Six Lakhs Forty One Thousand Two Hundred only) divided into 1,68,64,120 (One Crore Sixty Eight Lakhs Sixty Four Thousand One Hundred and Twenty only) Equity shares of Rs. 10/- each.During the year under review, the Company has allotted 51,73,520 new Equity shares upon conversion of warrants issued under Preferential Issue out of which 2,50,000 shares are pending for listing at BSE Ltd. due to pending disclosure requirements. Further, during the financial year 2017-18, there were no

(i) Re-issue of forfeited shares

(ii) Issue of shares with differential rights

(iii) Issue of sweat equity shares

(iv) Issue of ESOP

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Sanghi retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. His profile is given elsewhere in the report. Your Directors recommend his re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013, Mr. Ramprasad Vempati, Mr. Siddharth Goel, and Mr. Vikram Goel were appointed as independent directors at the Annual General Meeting of the Company held on 29th September, 2014 and the terms and conditions of appointment of independent directors are as per Schedule IV of the Act. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

During the year under review, Mr. Ritesh Kumar Sanghi, was re-appointed as Managing Director of the Company for a period of Five years with effect from 29th August, 2017, in accordance with the provisions of Section 196 of the Companies Act, 2013 and the rules made there under.

10. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been obtained as required.

11. NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consultation with its Nomination & Remuneration Committee, the Board has formulated the performance evaluation policy that specifies the manner and process of formal evaluation of the performance of the Board, its Committees and individual Directors, including Independent Directors.The said policy is available at the website of the Company at www.udayjewellery.com.The Independent Directors had met separately on January 18, 2018without the presence of Non-Independent Directors to discuss the performance of the NonIndependent Directors and the Board as a whole.

In accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the entire Board of Directors of the Company shall evaluate the performance of Independent Directors of the Company. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. MANAGERIAL REMUNERATION

The Company’s policy on Director’s appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 is available at the website of the Company at www.udayjewellery.com. No remuneration is being paid to the Managing Director or any other Director of the Company. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company and Directors is furnished hereunder:

i) Median remuneration of the Company for all its employees is Rs. 76,408/- for the Financial Year 2017-18.

ii) Details of percentage increase in the remuneration of each Director and CFO and Company Secretary in the Financial Year 2017-18 are as follows:

Name	Designation	Remuneration (in Rs.)		Increase %
		2017-18	2016-17
Ritesh Kumar Sanghi	Managing Director	-	-	-
Sanjay Kumar Sanghi	Director	-	-	-
Rakesh Agarwal	Chief Financial Officer	596850	5,00,000*	19.37%
Pragya Sarda	Company Secretary	409640*	4,40,021	-

*For part of the current year only

iii) Percentage increase in the median remuneration of all employees in the financial year 2017-18:

Particulars	2017-18 (Amt in Rs.)	2016-17 (Amt in Rs.)	Increase /
			Decrease)%
Median remuneration of all employees per annum	76,408/-	1,73,756/-	(56.03%)

iv) Numbers of permanent employees on the rolls of the Company as on 31st March, 2018 are 23.

14. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration equal or more than the limits specified in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiaries or associate companies or joint ventures to the Company as on the date of this report.

16. STATUTORY AUDITORS AND THEIR REPORT:

The Auditors, M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, (Firm Regn. No.-004671S) were appointed in the Annual General Meeting held on 29th September, 2014 to hold office until the conclusion of Annual General Meeting of the Company to be held in the calendar year 2019. Their appointment was ratified in the last Annual General Meeting in accordance with the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules, 2014.

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer of the Auditors that may call for any explanation from theDirectors. 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 have been submitted with the Stock Exchanges.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, Shri Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad (COP No.- 3479) had been appointed as Secretarial Auditor of the Company for the financial year 2017-18.The Secretarial Audit report does not contain any qualification, reservations or adverse remark. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure I to this report.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules, 2014and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has in place a Whistle Blower Policy,which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct. It also provides for adequate safeguards against victimization of persons who use this mechanism. The said policy is updated on the website of the Company at www.udayjewellery.com.

19. INTERNAL AUDIT & CONTROLS

The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised,recorded and reported correctly. The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm Regn No- 001461S) as its Internal Auditors who, independently evaluate the adequacy of internal controls, audit the majority of the transactions in value terms and review the operational efficiency, effectiveness of systems and processes..

20. CONSITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Your management is concerned about the safety of women workforce and has constituted an Internal Complaints Committee under Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the financial year 2017-18 there was no such instances reported.

21. RISK MANAGEMENT:

The Management has put in place adequate and effective system and manpower for the purposes of risk management. The Company is exposed to the risk of price fluctuation of raw material 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.

22. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in prescribed Form MGT 9 is attached as a part of this Annual Report as Annexure II.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes between the date of balance sheet and the date of this report that could potentially affect the financial position of the Company.

25. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public as per Section 73 of the Companies Act, 2013 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.

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

The Company has entered into an agreement with Trisa Retail Limited to provide unsecured loan to an extent of Rs. 314 Lakhs under Section 186 of the Companies Act, 2013. Out of which, the Company provided Rs. 250 Lakhs Loan to Trisa Retail Limited. As on the end of period under review the outstanding amount of such unsecured loan is Rs. 274.84 Lakhs (including interest). Further, 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.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties during the Financial Year 2017-18 referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 as Annexure III to this report.

28. CORPORATE GOVERNANCE CERTIFICATE:

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

29. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis for the year ended 31st March, 2018 forms part of the annual report.

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

A. CONSERVATION OF ENERGY

The Company is engaged in manufacturing of gems and jewellery and as such its operations do not account for substantial energy consumption. However, the Company makes its best efforts to conserve energy in a more efficient and effective manner including the use of LED lights and bulbs in its office and manufacturing unit. The machinery used in the unit is light weight with low power consumption supported by stabilizers for dealing with current fluctuations.

B. TECHNOLOGY ABSORPTION

The company has not carried out any specific research and development activities.Accordingly,the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year 2016-17, there were NIL Foreign Exchange Earnings & Outgo.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company’s net worth does not exceed Rs. 500 Crores or Company’s turnover does not exceed Rs. 1000 Crores or the Company’s net profit does not exceed Rs. 5 Crores for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the Audited Financial Statements for the financial year ended 31st March, 2018 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 Venugopal&Chenoy, Chartered Accountants, Statutory Auditors of the Company.

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

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 and Loss of the Company for that period;

iii) 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

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

33. LISTING:

Your Company’s equity shares are listed on BSE limited and Calcutta Stock Exchange 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 except as stated in point no.8 above. There is no trading platform available at Calcutta Stock Exchange, during the period under review.

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

During the year under review, there has been no significant and material order passed by any regulators or courts or tribunal.

35. ACKNOWLEDGMENT:

Your Directors place on record their gratitude to the Company’s employees, customers, vendors and investors for their continuous support. The Directors also wish to place on record their appreciation of Banks, Governments and other authorities for their able guidance and support.

Date: 14.08.2018

Place: Plot No 5-9-60, Flat No 301, Moghuls

Court, Basheerbagh, Hyderabad - 500 001

For and on behalf of Board of Directors

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi)

Managing Director Director

DIN: 00628033 DIN: 00629693

---

Mar 31, 2015

The Directors have pleasure in presenting the Sixteenth Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2015

1. FINANCIAL SUMMARY (Amt in Rs)

Particulars 31.03.2015 31.03.2014

Revenue from operations 24,65,12,918 20,33,26,372

Other Income 39,60,676 2,83,602

Profit before tax 1,46,02,935 93,10,955

Provision for Taxation 27,24,403 17,30,391

Profit after Tax 1,18,78,532 75,80,564

Losses Brought Forward (7,79,01,528) (8,54,82,092)

Balance carried to Balance Sheet (6,60,22,996) (7,79,01,528)

2. STATE OF COMPANY'S AFFAIRS:

The performance of the Company during the year 2014-15 exhibits an upward trend with signs of growth and development. The total revenue from operations rose to Rs. 2504.74 lakhs thereby generating a net profit after tax of Rs. 118.79 lakhs as compared to revenue of Rs. 2036.10 lakhs and profit of Rs. 75.81 lakhs in the last year.

According to the latest reports by GJEPC, the provisional gross export of Gold jewellery for the FY 2014 -15 shows growth of 17.77% as compared to 2013-14. The report said that "the growth stands testimony to the design and manufacturing excellence of the Indian G & J sector and a true reflection of PM Modi's 'Made in India' vision". The gem and jewellery industry ends the FY 2014-15 on an optimistic note also boosting your Company to take on expansion activities.

In view of the same, the company has recently setup an independent manufacturing unit in line with the latest technology and designs, catering to the growing demand of its clients and business associates. The in-house manufacturing facility will reduce the job work and other related charges, and thus the process will be cost effective. With its exclusive cz and colored stone studded jewellery, the Company is confident to bring about an innovative and positive difference in its product line. It is hopeful to yield more profitable returns in near future.

3. DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2014-15.

4. RESERVES

Amount to be carried forward to the reserves- (Rs. 6,60,22,996/-)

5. SHARE CAPITAL

(i) Re-issue of forfeited shares:

During the year, Company has reissued and allotted 25, 00,000 equity shares of Rs. 10/- each at a premium of Rs. 15 per share out of 56, 62,900 equity shares forfeited earlier.

(ii) Issue of shares with differential rights- NIL

(iii) Issue of sweat equity shares - NIL

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Pritha Sanghi retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Her profile is given elsewhere in the report. Your Directors recommend her re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013, Mr. Ramprasad Vempati, Mr. Siddharth Goel, and Mr. Vikram Goel were appointed as independent directors at the Annual General Meeting of the Company held on 29th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year

During the year, Ms. Pragya Sarda, an associate member of the Institute of Company Secretaries of India, was appointed as the Company Secretary of the Company in terms of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is yet to appoint as Chief Financial Officer.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declarations by all Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given as required.

8. NUMBER OF MEETINGS OF THE BOARD

Nine meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and its functioning.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors

The Board Evaluation Policy specifying the manner and process of formal evaluation of the performance of the Board is attached as Annexure I to this report.

10. MANAGERIAL REMUNERATION

No remuneration is paid to the Managing Director or the Whole-time Directors of the Company. They are only paid sitting fee for attending the meetings of the Board of Directors held during the year. The Company's policy on Director's appointment and remuneration in accordance with Section 178 (3) of the Companies Act, 2013 is attached as Annexure II to this report.

11. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration equal or more than the limits specified in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiaries or joint ventures to the Company as on the date of this report.

13. STATUTORY AUDITORS:

The Auditors, M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, (Firm Regn No.- 004671S) retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of AGM held in calendar year 2019 in accordance with the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules, 2014.

14. AUDITORS' REPORT

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

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad (COP No- 3479) has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

16. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been attached as Annexure IV to this report and the same has also been uploaded on the website of the Company - udayjewellery.com

17. INTERNAL AUDIT & CONTROLS

The Company has appointed M/s Krishna and Suresh, Chartered Accountant, Hyderabad (Firm Regn No- 001461S) as its Internal Auditors. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Their reports are laid before the audit committee periodically.

18. RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following are the risks involved in the industry:

1. Fluctuation in the rupee/dollar exchange rate as the sector is export-oriented.

2. Changing consumer preferences including regional preferences.

3. Fluctuating raw material i.e. Gold prices in India and across the world.

19. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure V

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

22. 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.

23. 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.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 the Companies Act, 2013 is disclosed in Form No AOC-2 as Annexure VI to this report.

25. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year ended 31st March, 2015 are attached, which form part of this report.

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

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, is attached to the report as Annexure VII.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2015 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 the Statutory Auditors M/s Venugopal & Chenoy.

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

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 and Loss of the Company for the that period;

iii) 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

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

30. LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

The Company has made an application to BSE Ltd. under direct listing norms, for listing of its shares at the exchange.

31. ACKNOWLEDGMENT:

The directors thank the Company's employees, customers, vendors and investors for their continuous support.

The Directors also wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 26.08.2015

For and on behalf of Board of Directors

Place: Plot No 5-9-60, Flat No 301, Moghuls

Court, Basheerbagh, Hyderabad - 01

Sd/- Sd/-

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi)

Managing Director Director

DIN: 00628033 DIN: 00629693

Address:8-2-686/DR/7, Address:8-2-686/DR/7,

Road No. 12, Banjara Hills, Road No. 12, Banjara Hills,

Hyderabad - 500034 Hyderabad - 500034

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2014

FINANCIAL RESULTS:

Particulars 31.03.2014 31.03.2013 (Rs. in '000s) (Rs. in '000s)

'Revenue from operations 20,33,26.37 18,58,47.65

Other Income 2,83.60 69.97

Profit before tax 93,10.96 1,56,61.70

Provision for Taxation 17,30.39 31,08.34

Profit after Tax 75,80.57 1,25,53.37

Losses Brought Forward (8,54,82.09) (9,80,35.46)

Balance carried to Balance Sheet (7,79,01.53) (8,54,82.09)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Since last 4 years, the Company has been able to make considerable and stable level of profit and has accomplished as remarkable growth in its business activities. The management is continuously engaged to further develop the business and earn higher returns.

During the year under review, the Company has earned a total revenue of Rs. 20,33,26,372/- as compared to Rs. 18,58,47,654/- for the previous year 2012-13. The Profit before tax for the current year is Rs. 93,10,955/- as against the previous year of Rs. 1,56,61,706/-. The fall in the profits is on account of increase in the level of stock purchase and business expenses. This is in view of coherent plans for business diversification and development and to sustain the competitive and vibrant market conditions.

The gems and jewellery sector has been one of the fastest-growing sectors in India in the past few years. The sector has gained global popularity because of its talented craftsmen, its superior practices in cutting and polishing fine diamonds and precious stones, and its cost-efficiencies. The sector has been vital to the overall Indian economy in the past few years.

The Company is in the process of placing its best efforts to explore methods to make the business of the Company more dynamic. The Company plans to set up a manufacturing facility to augment production of jewellery and in turn to boost its trading and related activities.

DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2013 - 14.

DIRECTORS

Shri Sanjay Kumar Sanghi and Shri Vikram Goel retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Their respective profiles are given elsewhere in the report.

Your Directors recommend their re-appointment.

Mrs. Pritha Sanghi was appointed as Additional Director on the Board of the Company whose term expires at the ensuing Annual General Meeting. The Board recommends her appointment as a Director on the Board of the Company, liable to retire by rotation.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public or otherwise during the year.

REISSUE OF FORFEITED SHARES:

The Company is in the process of re-issue of upto 25,00,000 Equity shares out of the Forfeited shares in order to augment long term financial resources for growth of business.

DIRECTORS'RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2014 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 the Statutory Auditors M/s Venugopal & Chenoy.

Your Directors further confirm: -

(a) that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that 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 and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March, 2014 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors.

In accordance with the Companies (Audit & Auditors) Rules, 2014, they are eligible for appointment for next Six years, to be ratified every year, since they have completed Four years as Auditors since 31.03.2011. The Board recommends their re-appointment.

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1 )(e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company's business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached, here with. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 21.08.2014 Place: Plot No 5-9- 60, Flat No 301, Moghuls Court, Basheerbagh, Hyderabad - 01

For and on behalf of Board of Directors UDAY JEWELLERY INDUSTRIES LIMITED

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi) Managing Director Director DIN:00628033 DIN:00629693 Address: 8-2-686/DR77, Address: 8-2-686/DR/7, Road No. 12, Banjara Hills, Road No. 12, Banjara Hills, Hyderabad, 500034 Hyderabad, 500034,

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2013

FINANCIAL RESULTS:

Particulars 31.03.2013 31.03.2012 (Rs. in ‘000s) (Rs. in ‘000s)

Revenue from operations 185847.65 114281.75

Other Income 69.97 2.09

Profit/(Loss) before tax 15661.70 28798.68

Provision for Taxation 3108.34 NIL

Profit / (Loss) after Tax 12553.37 28798.68

Losses Brought Forward (98035.46) (126834.14)

Balance carried to Balance Sheet (85482.09) (98035.46)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Members are aware that the Company is performing well after the change in the Company's line of business to Manufacturing and Trading in Gems, Jewellery, bullion and other related activities pursuant to its Takeover by the current Management. Since then the Company has achieved a stable increase in growth and profitability which is reflected by the performance of the company in the financial years 2011-2012 and 2012-2013. In light of this, the Management continues to place its best efforts to generate more revenues in the near future. During the year ended 31st March, 2013, revenue generated from the operations is Rs. 1858.47 Lakhs as against revenue of Rs. 1142.81 Lakhs in the previous year. The Net profit of the Company before taxation in the current year is Rs. 156.61 Lakhs as against a net Profit before taxation of Rs. 287.98 Lakhs in the previous year. This difference in profit is due to the increase in purchases and business expenditure which gives a lucid picture of the Company's business expansion activities and dynamic nature of its business transactions. The above mentioned figures pertaining to operational revenue clearly indicate that the current line of activity continues to be a prospector to the Company as well as beneficial to its members.

DIVIDEND:

In order to conserve resources for further expanding the Company's business, your Directors have opined to not recommend any dividend for the year 2012 - 13

OPERATIONS:

Members are aware from the Audited Financials of previous year that the Company's business has entered in to a healthy growth line post takeover by the current Management and the incidental change of name and Main objects. For streamlining and sustaining the new line of business, the Company has entered into various contracts with its associate concerns for purchase and sale of products and rendering job work services by obtaining requisite approvals from Central Government. This has enabled the company to penetrate the market effectively and avoid the potential competition faced by new comers, which is smooth and effective move by the current Management.

DIRECTORS

Mr. Vikram Goel joined the Board as additional director of the Company on 28.03.2013. Mr. Rakesh Agarwal Tendered his resignation from Directorship of the Company. Mr. Siddharth Goel and Mr. Ram Prasad Vempati retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Vikram Goel, who was appointed as an Additional Director, his term expires at the ensuing Annual general Meeting. The Board recommends his appointment as Director and also the re-appointment of the Directors liable to retire by rotation and who have offered themselves for re-appointment. Their respective profiles are given elsewhere in the report. Your Directors recommend their re-appointment.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2013 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 the Statutory Auditors M/s Venugopal & Chenoy

Your Directors further confirm:

(a) that in the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that 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 and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March, 2013 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company’s business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 02.09.2013 Place: Plot No 5-9-60, Flat No 301, Moghuls Court, Basheerbagh, Hyderabad - 29

For and on behalf of Board of Directors UDAY JEWELLERY INDUSTRIES LIMITED

(Ritesh Kumar Sanghi) (Sanjay Kumar Sanghi) Managing Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Thirteenth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2012

FINANCIAL RESULTS:

Particulars 31.03.2012 31.03.2011 (Rs. in '000s) (Rs. in '000s)

Revenue from operations 114281 NIL

Other Income 2.090 11

Profit/(Loss) before tax 28798.68 (738.47)

Provision for Taxation NIL NIL

Profit / (Loss) after Tax 28798.68 (738.47)

Losses Brought Forward (126834) (126096)

Balance carried to Balance Sheet (98035) (126834)

BUSINESS REVIEW AND FUTURE OUTLOOK:

Members are aware that after the Takeover of the Company as per SEBI Takeover Code by the present Management, the Company had changed its line of business to Manufacturing and Trading in Gems, Jewellery, bullion and other related activity in accordance with the changed Main Objects approved by members. Hence, the business undertaken in new activity is only five months which is reflected in the Audited Accounts as at 31st March, 2012. However, the new Management is placing their best efforts to generate substantial revenues in the current full year of operations. During the year ended 31st March, 2012, revenue generated from the operations post alteration in main objects of the Company is Rs. 1142.81 lakhs as against NIL revenue in the previous year. The Net profit of the Company in the current year is Rs. 288 Lakhs as against a net loss of Rs. 7.38 Lakhs in the previous year. The above mentioned figures clearly indicate that the current line of activity is beneficial to the Company as well as to its members.

DIVIDEND:

Due to inadequate profits and in order to conserve resources for expanding the business, your Directors have opined to not recommend any dividend for the year 2011 -12.

OPERATIONS:

Members are aware that the Company had undergone a takeover as per the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1998 on completion of which the old management of the Company has resigned and was taken over by the new management. Subsequent to the takeover of the Company, the main objects of the Company were altered to carry on the business related to gems and jewellery since the new management has rich experience in the field of Jewellery manufacturing and trading. Further, for the name of the Company to be in consonance with the Main Objects, was changed from Hifunda Limited to Uday Jewellery Industries Limited.

The Registered Office of the Company has also been shifted from Kolkata, West Bengal to Hyderabad, Andhra Pradesh.

DIRECTORS:

After the change in management on 29.08.2011, the erstwhile directors of the Company namely Mr. Vijay Jain, Ms. Shivani Jain, Mr. Shri Ram Chaudhary and Mr. Rahul Basu resigned and Mr. Sanjay Kumar Sanghi and Mr. Ritesh Kumar Sanghi were appointed as directors through an Extra Ordinary General Meeting held on 22.08.2011. Mr. Ram Prasad Vempati joined the Board as additional director and was appointed as director in the Extra Ordinary General Meeting of the Company held on 11th October, 2011.

Mr. Sanjay Kumar Sanghi and Mr. Ram Prasad Vempati retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Mr. Siddharth Goel was appointed as an Additional Director and his term expires at the ensuing Annual general Meeting. The Board recommends his appointment as Director liable to retire by rotation. Shri Ritesh Kumar Sanghi has been appointed as Managing Director w.e.f. 31.08.2012 for five years. Their respective profiles are given elsewhere in the report. Your Directors recommend their re-appointment.

FIXED DEPOSIT

Your Company has not accepted any fixed deposits from public during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2012 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 the Statutory Auditors M/s Venugopal & Chenoy

Your Directors further confirm:

(a) that in the preparation of the annual accounts for the year ended on 31st March 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that 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 and Loss of the Company;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the year ended on 31st March 2012 on a going concern basis.

AUDITORS:

M/s. Venugopal & Chenoy, Chartered Accountants, the present statutory auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The comments made by the Auditors in their report, if any, have been dealt with in the Notes on Accounts and do not require further comments from Board of Directors

INDUSTRIAL AND PERSONNEL RELATIONS:

The relationship between the management and the staff continued to be cordial.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the Directors are to report that no employee was in receipt of emoluments as provided in the said Section.

ADDITIONAL INFORMATION AS REQUIRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956:

The statement giving particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached to the report.

LISTING:

The shares of your company are listed on Calcutta Stock Exchange Limited. The Company has duly complied with all the applicable provisions of the Listing Agreement.

SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company's business ethically with responsibility, integrity, fairness, transparency and honesty.

INSURANCE

The properties and assets of your Company are adequately insured.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is also given as an Annexure to this report.

ACKNOWLEDGMENT

Your Directors wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

For and on behalf of the Board

For UDAY JEWELLERY INDUSTRIES LIMITED

Place: Hyderabad

Date: 31.08.2012 Ritesh Kumar Sanghi Sanjay Kumar Sanghi

Managing Director Director