Your directors are pleased to present the 19^th Annual Report of "Utssav CZ Gold Jewels
Limited" (“the Company”) on the business and operations and Audited Financial Statements
of the Company for the year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial highlights for the financial year ended March 31, 2026 is summarized below:

2. OVERVIEW AND COMPANY PERFORMANCE: (Rs. In Thousand)

During the year under review, the company has recorded a total revenue from operations of
Rs. 1,15,48,962 as compared to the previous year which was Rs. 64,63,188. Further during
the year, the Company has earned net profit of Rs. 5,90,589 as compared to net profit of
Rs. 2,50,598 in the previous year.

The year was marked by evolving market dynamics and changing consumer preferences.
Despite fluctuations in gold prices and broader economic conditions, the Company delivered
a strong financial performance, achieving growth in both revenue and profitability. This
performance reflects the Company''s continued focus on product excellence, operational
efficiency, and customer satisfaction, further strengthening its position in the gold jewellery
manufacturing industry.

The Company''s improved performance was driven by increased demand for its jewellery
collections, enhanced manufacturing capabilities, efficient inventory management, and a
continued emphasis on quality and design innovation. Strategic initiatives undertaken during
the year, including process optimization, capacity enhancement, and the expansion of value-
added product offerings, have further strengthened the Company''s competitive position and
laid a solid foundation for sustainable long-term growth.

The Company remains committed to delivering superior craftsmanship, expanding its market
presence, embracing innovation, and maintaining disciplined financial management. By
continuously enhancing operational efficiencies and responding effectively to evolving
customer preferences, the Company is well positioned to capitalize on future growth
opportunities and create long-term value for its stakeholders.

The guidance, strategic oversight, and unwavering support of the Board of Directors have
been instrumental in the Company''s continued success. Their expertise, strategic vision, and
commitment to the highest standards of corporate governance have enabled the Company to
navigate a dynamic business environment while pursuing sustainable growth. The Company
extends its sincere appreciation to the Board for its continued confidence, leadership, and
invaluable guidance.

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

The Company is into the business of manufacturing Gold and Diamond jewellery. There is no
change in nature of business of the Company during the year under review.

4. DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion
of business, your Board of Directors has not recommended any dividend for the financial year
ended March 31, 2026.

5. RESERVES:

During the year under review, no amount was transferred to reserves, except for the transfer
of profits to the surplus account.

6. SHARE CAPITAL:

During the year under review, pursuant to the approval accorded by the members of the
Company at the Extra-Ordinary General Meeting held on May 19, 2025, the Authorized Share
Capital of the Company was increased from Rs. 24,90,00,000/- (Rupees Twenty-Four Crores
Ninety Lakhs Only), divided into 2,49,00,000 (Two Crores Forty-Nine Lakhs Only) Equity
Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 24,99,80,000/- (Rupees Twenty-Four Crores
Ninety-Nine Lakhs Eighty Thousand Only), divided into 2,49,98,000 (Two Crores Forty-Nine
Lakhs Ninety-Eight Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Accordingly, as on March 31, 2026, the Authorized Share Capital of the Company is Rs.
24,99,80,000/- (Rupees Twenty-Four Crores Ninety-Nine Lakhs Eighty Thousand Only),
divided into 2,49,98,000 (Two Crores Forty-Nine Lakhs Ninety-Eight Thousand) Equity
Shares of Rs. 10/- (Rupees Ten Only) each.

Issued and Paid-Up Share Capital:

During the year under review, the Board of Directors, at its meeting held on April 18, 2025
and the Members of the Company at the Extra-Ordinary General Meeting held on May 19,
2025, approved the issuance of 11,80,000 (Eleven Lakhs Eighty Thousand) Convertible
Warrants on a preferential basis to the Promoter and Promoter Group.

The Board of Directors, at its meeting held on June 26, 2025, approved the allotment of the
said Convertible Warrants. Further, at its meeting held on August 29, 2025, the Board
approved the allotment of 3,30,000 (Three Lakhs Thirty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten Only) each upon conversion of an equivalent number of Convertible Warrants.
The aforesaid allotments were made in compliance with the applicable provisions of the
Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, and other applicable statutory
provisions.

Accordingly, as on March 31, 2026, the paid-up Equity Share Capital of the Company is Rs.
24,14,80,000/- (Rupees Twenty-Four Crores Fourteen Lakhs Eighty Thousand Only), divided
into 2,41,48,000 (Two Crores Forty-One Lakhs Forty-Eight Thousand) Equity Shares of Rs.
10/-(Rupees Ten Only) each.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Composition of Board:

The Board of Directors of the Company comprises of 5 Directors as on financial year ended
March 31, 2026, who have wide and varied experience in different disciplines and fields of
corporate functioning. The composition of the Board consists of one Managing Director, one
Whole Time Director, One Non- Executive Director and Two Independent Non- Executive
Directors.

The Company maintains an optimum combination of Executive, Non-Executive and
Independent Directors.

The Board of Directors of your Company comprised of the following Directors, as on March
31, 2026:

Appointment and Re-appointment

During the year under review, no such event took place.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Hitesh Jagdish Chhajed (DIN: 02134198), Director of the Company retires by
rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered
himself for re-appointment and your Board recommends his re-appointment.

Cessation

During the financial year under review, no such event took place.

Declarations given by Independent Directors under Section 149(6) of the Companies
Act. 2013:

The Company has received necessary declaration from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed both under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company''s Code of Conduct.

None of the Independent directors of your Company is disqualified under the provisions of
Section 164(2) of the Act. Your directors have made necessary disclosures as required under
various provisions of the Act and the Listing Regulations and in the opinion of the Board, all
the Independent Directors are persons of integrity and possess relevant expertise and
experience and are independent of the management

Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the
provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2025-26:

Appointment:

During the year under review, based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the Company in its meeting held on
November 25, 2025 had appointed Mrs. Shruti Chandrashekhar Chavan as the Company
Secretary and Compliance Officer of the Company.

Cessation:

Mrs. Rachana Jajoo who was appointed as the Company Secretary and Compliance Officer
of the Company resigned from her post w.e.f. November 25, 2025.

Disclosures By Directors:

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

Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2)
of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 thereof.

8. INDEPENDENCE S OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:As on March 31, 2026, the following Directors on your Company''s Board were
Independent Directors:

The criteria for determining qualification, positive attributes and independence of Directors
is provided in the Nomination and Remuneration Policy of the Company and is available on
the Company''s website athttps://utssavjewels.com/wp-content/uploads/2024/05/7-
Nomination-and-Remuneration-Policy.pdf

All the Independent Directors of your Company have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization
programmes are for Independent Directors is available on the website of the Company and
can be accessed through the web-linkhttps: //utssavjewels.com/wp-
content/uploads/2024/05/5-Policy-for-Familiarization-Programme-For-Independent-
Directores-of-Utssav-Gold.pdf

All the Independent Directors of your Company are registered with the Indian Institute of
Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent
Directors Data Bank'' maintained by the IICA.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its
management and operations and provide an overall industry perspective as well as issues
being faced by the industry. Details of the Familiarization program for Independent Directors
forms part of the website of the Company.

9. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI
(Listing Obligation and Disclosure Requirements Regulation), 2015 (“Listing Regulations”)
for performance evaluation of the Board and individual Directors (including Independent
Directors) and Committees which includes criteria for performance evaluation of non¬
executive directors and executive directors. The Independent directors have set a formal
process for evaluation of Board''s performance.

10. DEMATERIALIZATION OF SHARES

All the Shares of your Company are dematerialized as on March 31, 2026. The ISIN of the
Equity Shares of your Company is INE06IJ01010.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31, 2026, Your Company does not have any holding Company, Subsidiary
Company, Joint Venture(s) and Associate Companies.

SUBSIDIARY

The Board of Directors, at its meeting held on February 20, 2026, approved the incorporation
of a Wholly Owned Subsidiary in the United Arab Emirates. The incorporation of the proposed
subsidiary is in progress.

After closure of the year under review, the Board of Directors, at its meeting held on July 29,
2026 approved the incorporation of a Wholly Owned Subsidiary in India. Pursuant to the said
approval, the Company incorporated Utssav Gold and Diamond Private Limited as its Wholly
Owned Subsidiary on July 29, 2026.

12. BOARD MEETINGS:

The Board of Directors (herein after called as “the Board”) met 10 (Ten) times during the
year on April 23, 2025, May 30, 2025, June 26,2025, August 1, 2025, August 29, 2025,
September 6, 2025, October 29, 2025, November 4, 2025, November 25, 2025 and February
20, 2026 under review as mentioned below. The gap between any two consecutive board
meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules
made thereunder and as per SEBI listing Regulations.

13. COMMITTEES OF THE BOARD:

Presently, the Board has following Statutory Committees viz. the Audit Committee, Nomination
and Remuneration Committee, Stakeholders'' Relationship Committee.

Audit Committee

The Board has constituted an Audit Committee in compliance with the provisions of Section
177 of Companies Act, 2013 read with relevant rules and regulations and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. As on March 31, 2026, the Audit Committee comprised of 3 (three) members with 2
(two) Independent Directors. The Chairman of the Audit Committee is Non-Executive
Independent Director. Two Meetings of the Audit Committee held during the Financial Year
2025-26 on May 30,2025 and October 29,2025. The requisite quorum was present for all the
meetings.

The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management''s financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process by
the Management, the internal auditor, the statutory auditor and the cost auditor and notes
the processes and safeguards employed by each of them. The Committee further reviews the
processes and controls including compliance with laws, Code of Conduct and Insider Trading
Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters
under the Prevention of Sexual Harassment at Workplace Policy.

Nomination and Remuneration Committee ("NRC"):

The Board has constituted a Nomination and Remuneration Committee in compliance with
the provisions of Section 178 of Companies Act, 2013 read with relevant rules and regulations
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Two Meetings of the Nomination and Remuneration
Committee held during the Financial Year 2025-26 on November 25,2025 and February
20,2025. The requisite quorum was present for all the meetings.

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the
Company''s nomination process including succession planning for the senior management
and the Board and specifically to assist the Board in identifying, screening and reviewing
individuals qualified to serve as Executive Directors, Non-Executive Directors and determine
the role and capabilities required for Independent Directors consistent with the criteria as
stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the
Board periodically review the succession planning process of the Company and is satisfied
that the Company has adequate process for orderly succession of Board Members and
Members of the Senior Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation of
the Company''s Executive Directors and Senior Management. The NRC has formulated
Remuneration Policy for Directors, KMPs and all other employees of the Company and the
same is available on Company''s website athttps://utssaviewels.com/wp-
content/uploads/2024/05/7-Nomination-and-Remuneration-Policy.pdf

Stakeholders’ Relationship Committee("SRC")

The Board has constituted a Stakeholders'' Relationship Committee in compliance with the
provisions of Companies Act, 2013 read with relevant rules and regulations and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has constituted the Stakeholder''s Relationship Committee (which
includes terms of reference as provided under the Act and SEBI Listing Regulations)
comprising of the following Directors as on March 31, 2026:

One Meeting of the Stakeholders'' Relationship Committee held during the Financial Year
2025-26 on February 20,2025. The requisite quorum was present for all the meetings.

The Stakeholders'' Relationship Committee considers and resolves the grievances of our
shareholders, debenture holders and other security holders, including complaints relating to
non-receipt of annual report, transfer and transmission of securities, non-receipt of
dividends/interests, issue of new/duplicate certificates, general meetings and such other
grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our
Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend/annual report/notices and other
information by shareholders.

Corporate Social Responsibility Committee (CSR):

The Board has constituted a Corporate Social Responsibility Committee in compliance with
the provisions of Companies Act, 2013 read with relevant rules and regulations and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has constituted the Corporate Social Responsibility Committee (which
includes terms of reference as provided under the Act and SEBI Listing Regulations)
comprising of the following Directors as on March 31, 2026:

One Meeting of the Corporate Social Responsibility Committee held during the Financial
Year 2025-26 on February 20,2025. The requisite quorum was present for all the meetings.

14. CORPORATE GOVERNANCE:

Pursuant to provisions of Reg. 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions
of Corporate Governance.

The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions
pertaining to Corporate Governance are not applicable to the Company. Accordingly, the
separate report on the Corporate Governance does not form part of Annual Report.

15. NON - APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of Rule 4 (1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares
are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009, are exempted from the compulsory
requirements of adoption of IND-AS w. e. f. April 15, 2017.

As your Company is listed on SME Platform of NSE Limited, is covered under the exempted
category and is not required to comply with IND-AS for preparation of financial statement
beginning with period on or after April 01, 2017.

16. AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed there under, M/s Jain V. S Co., Chartered
Accountants (Firm Registration No. 116306W) were appointed as Statutory Auditors of the
Company to hold office till the conclusion of the Annual General Meeting to be held in the
calendar year 2028.

17. AUDITOR’S REPORT:

During the year under review, the Auditor''s Report does not contain any qualifications/
adverse remarks.

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its business operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of financial
reporting, compliance with policies, procedures, applicable laws and regulations and that all
assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures, and strives to
maintain the standards in Internal Financial Control.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
112) OF SECTION 143:

During the year under review, there are no frauds reported by the Statutory Auditors of the
Company under Section 143 (12).

20. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives and thus in pursuance of the same it has formulated a Risk
Management Policy.

The Company recognizes that risk is an integral and unavoidable component of business and is
committed to managing the risk in a proactive and efficient manner. The Company as part
of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate
various risks with timely action.

21. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

No Material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates and
the date of this report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the year under review, there is no Significant Order passed by the Regulators or courts
or Tribunals impacting the going concern status and Company''s operations in future.

23. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of
Deposits) Rules, 2014)], during the Financial Year 2025-26.

24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT. 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g)
of the Companies Act, 2013, the particulars of loans, guarantees and investments by your
Company under during the Financial Year 2025-26, have been provided in the Notes to the
Financial Statement.

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

(a) Conservation of energy: The particulars regarding conservation of energy are not
applicable to the Company. However, the company makes its best efforts to conserve energy
in a more efficient and effective manner.

(b) Technology absorption: The Company continuously undertakes Research and
Development activities for introduction of new products and development in manufacturing
processes for improvement in productivity and efficiency. During the year under review,
there has been no purchase or adoption of technology.

(c) Foreign exchange earnings and outgo:

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of transactions entered into with Related parties have been disclosed in the
Financial Statements. During the financial year under review, all transactions entered into
with related parties are in ordinary course of business and at arm''s length basis. The
disclosure on Related Party Transactions, as required under Section 134(3) of the Act in Form
No. AOC-2 forms part of Board''s Report as "Annexure-A".

27. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application has been made under the Insolvency
and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL
INSTITUTIONS:

During the year under review, there was no instance of one-time settlement of loans /
financial assistance taken from Banks or Financial Institutions, hence the Company was not
required to carry out valuation of its assets for the said purpose.

29. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company is required to constitute a Corporate Social
Responsibility Committee under provisions of Section 135 of the Companies Act, 2013 for
Financial Year 2025-26. A Report on CSR containing particulars as prescribed under the

Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in “Annexure-
B" attached to this Report.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy
to prevent women''s harassment at work and covered all employees so they could directly
make complaints to the management or Board of Directors if such situation arises. The
Management and Board of Directors together confirm a total number of complaints received
and resolved during the year is as follows:

The Company has a zero tolerance towards sexual harassment at the workplace. The
Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment
at workplace and has formed POSH committee in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal
Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

31. OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT. 1961:

The Company has ensured compliance with all the applicable provisions of the Maternity
Benefit Act, 1961. It ensures that eligible women employees are granted maternity benefits
in accordance with the law, including paid maternity leave, protection of employment during
maternity, and other entitlements as prescribed under the Act.

32. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during
the Financial Year 2025-26 was in accordance with the Nomination and Remuneration Policy
of the Company. Disclosures with respect to the remuneration of Directors and employees as
required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as
"Annexure - C" to this Report.

33. PARTICULARS OF EMPLOYEES:

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to your company. There were no Employees drawing remuneration more than as
stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

34. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board in its meeting held on September 6, 2025 and members in Annual General Meeting
held on September 29, 2025, appointed Mrs. Riddhishree Bhavin Tanna, Practicing Company
Secretary (CP No. 14434, Membership No. A35873), as the Secretarial Auditor of the
Company for the period of five consecutive financial years i.e., from 2025-26 to 2029-30, to
conduct the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014.

The Secretarial Audit Report submitted by Mrs. Riddhishree Bhavin Tanna, the Secretaria
Auditor, for the Financial Year 2025-26 is annexed as "Annexure - D” to this Board''s Report.

35. APPOINTMENT OF INTERNAL AUDITOR

Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has appointed
M/s. Sukhwal S Associates as the Internal Auditor of the Company for the Financial Year
2025-26.

The Internal Audit Report submitted by M/s. Sukhwal S Associates, was taken on record by
the Board.

36. COST RECORDS:

During the year under review, the Company is not required to maintain cost records as
specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013.

37. COST AUDIT:

During the year under review, the Company is not required to carry out the Cost Audit as
specified by the Central Government under sub-section (2) of Section 148 of the Companies
Act, 2013.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached
separately which forms part of Annual report.

39. DISCLOSURE UNDER SECTION 43fA)fm OF THE COMPANIES ACT. 2013:

During the year under review, the Company has not issued any shares with differential rights
and hence no information as per provisions of Section 43 (a)(ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

40. DISCLOSURE UNDER SECTION 54m(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during
the year under review and hence no information as per provisions of Section 54(1)(d) of the
Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and
SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

41. DISCLOSURE UNDER SECTION 62m(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares under
Employee''s Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of
Companies (Share Capital and Debenture) Rules, 2014.

42. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued
by the Institute of Company Secretaries of India with respect to board meetings and general
meetings respectively and approved by the Central Government under section 118(10) of the
Companies Act, 2013.

43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to
be transferred to Investor Education and Protection Fund (IEPF).

44. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained / received
from the operating management, your Directors make the following statement and confirm
that:

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

b) the directors have selected such accounting policies and applied them consistently and made
judgements 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 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 this Act 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; and the directors

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

e) proper internal financial controls were followed by the Company and such internal financial
controls are adequate and were operating effectively.

45. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, a copy of Annual Return is
available for inspection by the Members at the Registered office of the Company in the
working hours and also on the website of the Companyhttps://utssavjewels.com/annual-
returns/

46. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints; online
upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by
investors of actions taken on the complaint and its current status. Your Company has been
registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the
complaint. The Company has not received any complaint on the SCORES during financial year
2025-26.

47. DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR:

48. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil
Mechanism/ Whistle Blower Policy to encourage directors and employees of the Company to
bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the
Company or to the Chairman of the Audit Committee or Managing Director in exceptional
cases, the instances of unethical behavior, actual or suspected incidence of fraud or violation
of the Code of Conduct for Directors and Senior Management (Code) that could adversely
impact the Company''s operations, business performance or reputation.

This Policy is also applicable to your Company''s Directors and employees and it is available

on the internal employee portal as well as the website of your Company at the web-link
https://utssavjewels.com/wp-content/uploads

49. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/
or unlisted companies. All the Policies and Codes adopted by your Company, from time to
time, are available on the Company''s website viz.,https://utssaviewels.compursuant to
Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board
of Directors and its Committees and are updated based on the need and new compliance
requirements.

50. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion
and Analysis, describing the Company''s objectives, projections, estimates and expectations,
may constitute “forward looking statements” within the meaning of applicable laws and
regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.

51. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation
received from various Central and State Government Departments, organizations and
agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz.,
Shareholders, customers, dealers, vendors, banks and other business partners for excellent
support received from them during the Financial Year under review. Your Directors also
express their genuine appreciation to all the employees of the Company for their unstinted
commitment and continued contribution to the growth of your Company.

For and on behalf of Utssav CZ Gold Jewels LimitedSd/-

Pankajkumar Hastimal Jagawat
Managing Director
DIN:01843846

Date: August 25, 2026
Place: Mumbai

Your directors are pleased in presenting their 18^th (Eighteenth) Directors Report on the business and
operations of your Company for the financial year ended, 31^st March, 2025.

l.Performance of the Company:

The performance of your company during the year is as under:

2. Brief description of the Company’s working during the year: (Rs. in Thousands)

The Company is engaged in the business of Jewellery made of precious metals and semi-precious stones.

The total revenue has increased from Rs. 34,18,476/- in the previous year to Rs. 64,76,693/- in the current year.
The total expenses have also increased from Rs.32,46,764/- in the previous year to Rs.61,46,421/- in the current
year. The Company has incurred a net profit before tax of Rs. 3,30,272/- in the current year as compared to a
net profit before tax of Rs. 1,71,712/- in the previous year. The Board is continuingly trying to increase the
turnover and profitability of the Company.

3. Change in the nature of business, if any:

There was no change in the nature of business of the Company done during the financial year.

4. Dividend:

Your directors are of the opinion that the company should retain the profits and plough it back in the
business and hence Directors have not proposed any Dividend.

5. Reserves:

The Board has not transferred any sum to Capital Redemption Reserve or any other reserve during the
financial year.

6. Change of Name:

The Company has not changed its name during the financial year.

7. Change in the registered office of the Company:

There was no change in the registered office of the Company during the financial year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

As on March 31, 2025, Your Company does not have any Subsidiary, holding Company, Joint
Venture(s), and Associate Companies.

9. Share Capital:

During the year under consideration, the Company has made the allotment of Equity shares through
Initial Public Offering, its capital structure and the authorized and paid-up share capital as on 31^st March
2025 stands as follow:

Authorized capital as on 1^st April 2024 was Rs. 24,90,00,000/- (Rupees Twenty-Four Crores Ninety
Lacs Only) divided into 2,49,00,000 (Two Crores Forty-Nine Lacs) equity shares of Rs. 10/- each.

In the Extra Ordinary General Meeting dated 19^th May 2025, Authorized Capital of the Company
increased to Rs.24,99,80,000 (Rupees Twenty-Four Crores Ninety-nine Lacs Eighty Thousand Only)
Divided into 2,49,98,000 (Two Crores Forty-Nine Lacs Ninety-Eight Thousand) Equity Shares of Rs.
10/- (Rupees Ten only).

The paid-up share capital of the company is Rs.23,81,80,000/- (Rupees Twenty-Three Crores Eighty-
One Lacs Eighty Thousand only) divided into 2,38,18,000 (Two Crores Thirty-Eight Lacs Eighteen
Thousand Only) equity shares of Rs. 10/- each fully paid up for the year ending 31^st March 2025.

There were no shares issued with differential voting rights or issue of sweat equity or ESOP.

The Company has allotted 11,80,000 (Eleven Lakh Eighty Thousand) Compulsorily Convertible
Warrants (“Warrants”) on 26th June, 2025 to the Promoter and other investors, with a right to apply for
and be allotted equivalent number of Equity Shares of the Company, at any time within 18 (Eighteen)
months from the date of allotment i.e. on or before 26th December, 2026, in accordance with the
applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

On 29th August 2025, the Company converted 3,30,000 (Three Lac Thirty Thousand) fully paid
Warrants into 3,30,000 (Three Lac Thirty Thousand) fully paid Equity Shares of ?10/- each. The said
allotment was made in compliance with the applicable provisions of the Companies Act, 2013, and SEBI
(ICDR) Regulations, 2018 and other statutory requirements.

10. Directors and Key Managerial Personnel:

The Board of Directors of your company is duly constituted and As per provision of Section 149 of the
Companies Act, 2023, the Company is having Two Independent Directors during the financial year
under review.

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder,
Mr. Hitesh Chhajed (DIN: 02134198) retires by rotation at the forth coming (18^th) Annual General
Meeting and being eligible, offers himself for re-appointment.

There was no appointment of Additional Director, Alternate Director and Director to fill casual vacancy
during the financial year under review and there were no other changes in Directors by way of death or
disqualification.

Following Directors Constitute Board including Changes if any during the year:

11. Board Evaluation:

As part of good Corporate Governance, evaluation was carried out by the directors of the Company.

12. Declaration By Independent Directors:

During the year under review declaration from independent director was received by the Company.
Statement was given by the Board regarding the opinion of the Board with regard to integrity, expertise
and experience of the Independent directors.

13. Meetings:

During the year 16 (Sixteen) Board Meetings were convened on 01/04/2024, 18/04/2024, 30/04/2024,
18/05/2025, 22/07/2024, 05/08/2024, 28/08/2024, 20/09/2024, 24/09/2024, 09/11/2024, 13/11/2024,
26/11/2024, 21/12/2024, 06/03/2025, 17/03/2025 and 25/03/2025. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013. 2 (Two) General Meeting
of the Members were convened during the year 2024-2025.

1 (One) Extra ordinary General Meeting was convened of the members on 02^nd April 2024 and
1 (One) Annual General Meeting was convened of the members on 30^th September, 2024 for the F.Y.
2023-24 during the year 2024-2025.

Board Meet- Member Names of the other

Name of the ings At- Meeting At-

Director tended dur- tended Dur¬

i_ng th_e y_ear i_ng th_e Y_ear Companies in which a person is a Director

Htesh J^agd>sh ,6/j6 02/02 -

Chhajed

S&a^ank: ^Bha 16/16 02/02 Shanti Gold International Limited

warlal Jagawat

Shanti Gold International Limited.

Shanti Gold & Diamond Jewellery Private Lim¬
ited.

Pankajkumar

^{Hastimal Jaga- 16/16 02/02} Brahammand Jewellery Private Limited.

wat

Uzuri Jewels Private Limited
Dhakubai Hastimalji Jagawat Foundation
Kisan Mouldings Limited

Sunil Agarwal 16/16 02/02

Ullu Digital Limited

Ishika Bansal 16/16 02/02 Hindustan Laboratories Limited

14. Audit Committee:

The Board has constituted Audit Committee.

The constitution of the Audit Committee during the year under review and as on 31/03/2025 was as
under:

The Audit Committee met 4 (Four) times during the financial year under review. All the recommendation
made by the Audit Committee during the year under review was accepted by the Board.

15. Nomination And Remuneration Committee:

The Board has constituted Nomination & Remuneration Committee.

The constitution of the Nomination & Remuneration Committee during the year under review and as on
31/03/2025 was as under.

The Nomination and Remuneration Committee met 4 (Four) times during the year under review.

16. Nomination And Remuneration Policy:

The Company has in place a Nomination and Remuneration Policy as per the Companies Act, 2013.

Salient Feature of Policy.

a. To lay down criteria for identifying persons who are qualified to become Directors and who may
be appointed in Senior Management of the Company in accordance with the criteria laid down
by Nomination and Remuneration Committee and recommend to the Board their appointment
and removal.

b. To lay down criteria to carry out evaluation of every Director’s Performance.

c. To formulate criteria for determining qualification, positive attributes and Independent

Director.

d. To determine the composition and level of remuneration, including reward linked with the per¬
formance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Sen¬
ior Management Personnel & other employees to work towards the long-term growth and success
of the Company.

17. Corporate Social Responsibility Committee:

The Board has constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee during the year under review
and as on 31/03/2025 was as under.

The Corporate Social Responsibility Committee met 4 (Four) times during the year under review.

18. Stakeholder Relationship Committee:

The Board has constituted Stakeholder Relationship Committee.

The constitution of the Stakeholder Relationship Committee during the year under review and as on
31/03/2025 was as under.

The Stakeholder Relationship Committee met 4 (Four) times during the year under review.

19. Auditors:

The members of the Company had, at the Annual General Meeting (AGM) held on 30/09/2023 approved
the appointment of M/s Jain V. & Co., Chartered Accountants (Firm Registration No. 116306W) as the
statutory Auditors of the Company, to hold the office from the conclusion of that AGM until the
conclusion of the 6^th AGM held thereafter, i.e AGM to be held for F.Y. 31^st March 2028 subject to
ratification by the shareholders at every Annual General Meeting. Accordingly, the appointment of M/s.
Jain V. & Co., Chartered Accountants, Mumbai, is being eligible, offer themselves for ratification of
their appointment for a period of 1 year from the conclusion of this Annual General Meeting till the
conclusion of next AGM.

20. Auditors’ Report:

The Auditors’ Report does not contain any qualification. The Auditor’s report does not contain any
information in relation to fraud. Notes to Accounts and Auditors remarks in their report are self¬
explanatory and do not call for any further comments.

21. Secretarial Auditor’s Report:

The Secretarial Auditors’ Report does not contain any qualification. The Annual Secretarial Audit
Report (MR 3) is attached as Annexure A to this Board Report.

22. Disclosure about Cost Audit and Cost Auditors:

a. Cost Audit: As per the provisions of section 148 of the Companies Act, 2013 read with the pro
Audit Orders, Cost Audit is not applicable to the Company''s products/ business for the current
financial year.

b. Cost Records: The provisions of Cost Record are not applicable to the Company; thus, Company
is not required to maintain proper records and account of the same as required under the Compa¬
nies Act, 2013.

23. Adequacy of Internal Financial Control:

Provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder, pertaining
to appointment of Internal Auditor are applicable to the Company and Company is having M/s. Sukhwal
& Associates Chartered Accountant (Firm Registration No. 154467W) as internal Auditor of the
Company.

Provisions of section 138 of the Companies Act, 2013 read with the rules made thereunder The Company
has put in place adequate systems of internal controls commensurate with its size and the nature of its
operations. These have been designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, complying with applicable statutes,
safeguarding assets from unauthorized use or losses, executing transactions with proper authorization
and ensuring compliance of corporate policies.

24. 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 is applicable to your Company.

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in
place a mechanism for reporting illegal or unethical. The Company has a Vigil Mechanism and Whistle
Blower Policy under which the employees are encouraged to report violations of applicable laws and
regulations and the Code of Conduct without fear of any retaliation. The reportable matters may be
disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit
Committee. Employees may also report violations to the Chairman of the Audit Committee. There was
no instance of denial of access to the Audit Committee during the year. The Vigil Mechanism and
Whistle-Blower Policy is available on the website of the Company.

25. Risk management policy:

The Management has put in place adequate and effective system and manpower for the purposes of Risk
Management. The Company has a system-based approach to business risk management backed by strong
internal control systems.

The Board of Directors of your Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. Your Company has
management systems, organizational structures, processes, standards, codes, reporting and behaviors
which are periodically reviewed that strengthen the risk management and internal control.

26. Annual Return:

a. Extract of Annual Return:

As per Notification dated August 28, 2020, the above provision has been omitted.

b. Web Link of Annual Return, if any:

The Company is having website i.e. www.utssaviewels.com The link of uploading of form MGT-7
on the website can be provided.

27. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the finan¬
cial statements relate and the date of the report:

Company was listed on NSE Emerge platform effective from 7^th August 2024 and raised Amount Rs.
69,49,80,000 through IPO.

During the Financial year Company made a Private Placement of 7,00,000 Equity shares on 18^th April
2024.

The Company has allotted 11,80,000 (Eleven Lacs Eighty Thousand) Compulsorily Convertible
Warrants (“Warrants”) on 26th June, 2025 to the Promoter and other investors, with a right to apply for
and be allotted equivalent number of Equity Shares of the Company, at any time within 18 (eighteen)
months from the date of allotment i.e. on or before 26th December, 2026, in accordance with the
applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

On 29th August 2025, the Company converted 3,30,000 (Three Lacs Thirty Thousand) fully paid
Warrants into 3,30,000 (Three Lacs Thirty Thousand) fully paid Equity Shares of ?10/- each. The said
allotment was made in compliance with the applicable provisions of the Companies Act, 2013, and SEBI
(ICDR) Regulations, 2018 and other statutory requirements.

Other than the above, No other material changes have occurred subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of the report like settlement of tax
liabilities, operation of patent rights, depression in market value of investments, institution of cases by
or against the company, sale or purchase of capital assets or destruction of any assets etc.

28. Details of significant and material orders passed by the regulators or courts or tribunals im¬
pacting the going concern status and company’s operations in future:

No significant and material orders have been passed by the regulators or courts or tribunals impacting
the going concern status and company’s operations in future.

29. Public Deposits:

The Company has not accepted any deposits from the public during the period, under review.

30. Particulars of loans, guarantees or investments under section 186:

The Company has given corporate guarantees pursuant to section 186 of the Act, 2013 during the
financial year under review. The detail of guarantees is disclosed in the Note to the Financial Statements
of the Company.

31. Particulars of contracts or arrangements with related parties under section 188:

All the transactions entered into with the Related Parties as defined under the Companies Act, 2013
during the financial year ended on 31.03.2025 were in the ordinary course of business and arm’s length
basis were reviewed and approved by the Audit Committee and Board of Directors of the Company.

All the transactions entered into during the financial year under review as required to be given in the
Form No. AOC-2, have been provided in an Annexure B which forms part of this Report.

32. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company does have 17 (Seventeen) female employees. The Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation
of said policy.

(a) Reporting on Sexual Harassment Complaints:

• Number of sexual harassment complaints received during the year - NIL

• Number of sexual harassment complaints disposed off during the year - NIL

• Number of cases pending for a period exceeding ninety days - NIL

(b) Statement on Maternity Benefit Compliance: The Company did have 17 (Seventeen) female
employees during the year. However, the Company is in compliance with the applicable provi¬
sions of the Maternity Benefit Act, 1961.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are
as follows:

a) Conservation of energy: The particulars regarding conservation of energy are not applicable to the
Company.

(b) Technology absorption: The Company continuously undertakes Research and Development activities
for introduction of new products and development in manufacturing processes for improvement in
productivity and efficiency. During the year there has been no purchase or adoption of technology

(c) Research and Development

The company has incurred the following expenses on research and development during the financial
year:

(d) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used and the total foreign exchange earned is as follows:

34. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
are applicable to the company from Financial Year 2024-25. A Report on CSR containing particulars as
prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in
Annexure- C attached to this Report.

35. Corporate Governance:

Since the Company’s securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
Hence Corporate Governance does not form part of this Boards Report.

36. Safety, Health And Environment Safety:

Health and Safety-

The Company is committed to promoting the health and safety of its employees. Regular health checkup
of the employees is carried by the Company during the year. Various training programs are conducted
at the sites on health and safety issues including emergency preparedness, work safety, first-aid, etc.

Environment-

The Company continuously endeavors to improve on environmental management and through all
activities demonstrate its commitment to protecting the environment.

37. Human Resources:

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people attention are currently underway. Your
Company thrust is on the promotion of talent internally through job rotation and job enlargement.

No employee draws a salary to the extent as required to be disclosed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and
Analysis is enclosed as an Annexure - D to this Report.

39. Directors’ Responsibility Statement:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

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

(b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

40. Transfer of Amounts to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF) during the financial year.

41. Compliance with Secretarial Standards:

The Company complies with all mandatory secretarial standards as approved by the Central Government
and issued by the Institute of Company Secretaries of India (ICSI) under the provision/s of the
Companies Act, 2013

42. Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling under Rule
13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the
Statutory Auditors of the Company during the course of the audit.

43. Registrar And Transfer Agent:

The Company has appointed Big share Services Private Limited as its Registrar and Transfer Agent
w.e.f. 05^th March 2019.

44. Depository:

The Company has appointed Central Depository Services (India) Limited and National Securities
Depository Limited as its Depositories.

45. Application/ Any Proceeding Pending Under the Insolvency and Bankruptcy Code,2016:

No application has been made or any proceeding is pending under the IBC, 2016. Hence this clause is
not applicable.

46. Details of Differences Between Amount of the Valuation Done at The Time of One Time Set¬
tlement and The Valuation Done While Taking Loan From Banks Or Financial Institutions
Alongwith the Reasons Thereof:

The Company has not done any one-time settlement during the year under review hence no disclosure
is required.

47. Industrial Relations:

Overall business relations continued to be cordial. Your Directors place on record their appreciation for
the continued support and co-operation of all the employees.

48. Liquidity:

The Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the
liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to
cover financial and business risks. Liquidity also enables your Company to position itself for quick
responses to market dynamics.

49. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 Of the Companies Act
2013:

The Company has used accounting software for maintaining its books of account for the financial year
which has a feature of recording audit trail (edit log) facility and the same has been operated throughout
the year for all relevant transactions recorded in the software/s.

50. Appointment Of Designated Person (Management and Administration) Rules 2014 - Rule 9 Of
the Companies Act 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration)
Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance
with statutory obligations. The Company has appointed Mr. Pankajkumar Jagawat, Managing
Director as the Designated person in a Board meeting.

51. Acknowledgements:

The Board of Directors takes this opportunity to thank our customer, vendors, bankers, auditors and
other business partner/ associates for their continued support and encouragement in the company''s
growth.

The Board wishes to place on record its appreciation to all sections of employees for their hard work,
solidarity, co-operation, support and looks forward to their continued support in the future.

For and on behalf of the Board of Directors
For Utssav CZ Gold Jewels Limited

Sd/-

Pankajkumar Hastimal Jagawat
Managing Director
DIN:01843846

Date: 06^th September,2025
Place: Mumbai

Your Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.

1. Performance of the Company:

The performance of your company during the year is as under:

2. Brief description of the Company''s working during the year:

The Company is engaged in the business of Jewellery made of precious metals and semiprecious stones. Your company has booked gross operational revenue of Rs. 34,18,476[Rs. in thousands] during the Current year 2023-2024 under review as against Rs. 23,97,152 [Rs. in thousands] In the previous year. The Company’s Current year profit before tax is Rs. 1,71,712 [Rs. in thousands] as against Rs. 96,096[Rs. in thousands] in the previous financial year.

3. Change in the nature of business, if any:

There was no change in the nature of business of the Company done during the financial year.

4. Dividend:

Your directors are of the opinion that the company should retain the profits and plough it back in the business and hence Directors have not proposed any Dividend.

5. Reserves:

Company made allotment of Bonus equity shares to the shareholders of the Company from the reserves of the company.

6. Change of Name:

The Company has not changed its name during the financial year.

7. Subsidiaries. Toint Ventures and Associate Companies

As on March 31, 2024, Your Company does not have any Subsidiary, Joint Venture(s], and Associate Companies.

8. Share Capital:

Authorized capital as on 1^st April 2023 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each.

During the year Company increased the Authorized capital by 1,99,00,000 Equity shares to

50.00. 000 Equity shares making total 2,49,00,000 Equity shares as authorised capital of the Company as per Extra Ordinary General Meeting held on 9^th March 2024.

Present Authorized Share Capital of the Company as on signing of this report is Rs.

24.90.00. 000/- divided into 2,49,00,000 equity shares of Rs. 10/- each.

The paid-up share capital of the company is Rs.16,80,00,000/- divided into 1,68,00,000 equity shares of Rs. 10/- each fully paid up for the year ending 31^st March 2024.

1.26.00. 000 Equity Shares (Bonus shares] allotted by the Company during the year 202324.

7.00. 000 Equity Shares (Private Placement] allotted by the Company on 18^th April 2024.

63,18,000 Equity Shares (Initial Public Offering] through IPO allotted by the Company on 05^th August 2024.

Present the Paid up share capital of the Company is Rs. 23,81,80,000/- divided into 23818000 equity shares of Rs. 10 each fully paid up after the Bonus, Private placement and Initial Public Offering allotment.

9. Directors and Kev Managerial Personnel:

The Board of Directors of your company is duly constituted and

As per provision of Section 149 of the Companies Act, 2023, the Company appointed Two Independent Directors during the financial year under review.

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder, Mr. Shashank Jagawat (DIN: 01824609] retires by rotation at the forth coming (17^th] Annual General Meeting and being eligible, offers himself for re-appointment.

There was no appointment of Additional Director, Alternate Director and Director to fill casual vacancy during the financial year under review and there were no other changes in Directors by way of death or disqualification.

Mr. Harpreet Singh Guleria appointed as CEO (Chief Executive Officer] of the Company with effect from 1^st April 2024

Following Directors Constitute Board including Changes if any during the year:

10. Board Evaluation

As part of good Corporate Governance, evaluation was carried out by the directors of the Company.

11. Declaration By Independent Directors

During the year under review Independent Directors were appointed. Declaration from independent director was received by the Company. Statement was given by the Board regarding the opinion of the Board with regard to integrity, expertise and experience of the Independent directors.

12. Meetings:

Duringthe year 15 (Fifteen) Board Meetings were convened on 04/04/2023, 30/06/2023, 02/09/2023, 02/09/2023, 04/09/2023, 29/09/2023, 23/10/2023, 06/12/2023, 04/01/2024, 05/01/2024, 09/02/2024, 16/02/2024, 07/03/2024, 11/03/2024 and 15/03/2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. One General Meeting of the Members was convened on 30^th September, 2023 for the F.Y. 2022-23 and Two Extra ordinary General Meeting were convened on 08^th March 2024 and 09^th March 2024.

13. Audit Committee

The Board has constituted Audit Committee.

The constitution of the Audit Committee during the year under review and as on 31/03/2024 was as under:

The Audit Committee met 4 [Four] times during the Financial year under review. All the recommendation made by the Audit Committee during the year under review was accepted by the Board.

14. Nomination And Remuneration Committee

The Board has constituted Nomination & Remuneration Committee.

The constitution of the Nomination & Remuneration Committee during the year under review and as on 31/03/2024 was as under.

15. Nomination And Remuneration Policy

The Company has in place a Nomination and Remuneration Policy as per the Companies Act, 2013.

Salient Feature of Policy.

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal.

b. To lay down criteria to carry out evaluation of every Director''s Performance.

c. To formulate criteria for determining qualification, positive attributes and Independent

Director.

d. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company.

16. Auditors:

The members of the Company had, at the Annual General Meeting (AGM) held on 30/09/2023 approved the appointment of M/s Jain V & Co., Chartered Accountants (Firm Registration No. 116306W) as the statutory Auditors of the Company, to hold the office from the conclusion of that AGM until the conclusion of the 5^th AGM held thereafter, i.e AGM to be held for F.Y. 31^st March 2028 subject to ratification by the shareholders at every Annual General Meeting. Accordingly, the appointment of M/s. Jain V & Co., Chartered Accountants, Mumbai, is being eligible, offer themselves for ratification of their appointment for a period of 1 year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

17. Auditors'' Report:

The Auditors Report contain a remark that the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31,2024 which did not have a feature of recording audit trail (edit log] facility and the same has operated throughout the year for all relevant transactions recorded in the software’s. Hence, we are unable to comment on audit trail feature of the said software.

Directors reply: Company has started the recording of audit trail (edit log) for the transactions.18. Secretarial Auditor''s Report:

The Secretarial Auditors'' Report does not contain any qualification. The Annual Secretarial Audit Report (MR 3) is attached as Annexure B to this Board Report.

19. Disclosure about Cost Audit and Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder pertaining to appointment of Cost Auditors are not applicable for the period under review and hence this point is not applicable.

20. Adequacy Of Internal Financial Control:

The Company has put in place adequate systems of internal controls commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies.

21. 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 is applicable to your Company.

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report violations to the Chairman of the Audit Committee. There was no instance of denial of access to the Audit Committee during the year. The Vigil Mechanism and WhistleBlower Policy is available on the website of the Company.

22. Risk management policy:

The Management has put in place adequate and effective system and manpower for the purposes of Risk Management. The Company has a system-based approach to business risk management backed by strong internal control systems.

The Board of Directors of your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company has management systems, organizational structures, processes, standards, codes, reporting and behaviors which are periodically reviewed that strengthen the risk management and internal control.

23. Extract of Annual Return:

As per Notification dated August 28, 2020, the above provision has been omitted.

24. Web Link of Annual Return, if any:

The Company is having website i.e., https: /www.utssaviewels.com/.The link of uploading of form MGT-7 on the website can be provided.

2 5. Material changes and commitments, if anv. affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Company was listed on NSE Emerge platform effective from 7^th August 2024 and raised Amount Rs. 69,49,80,000 through IPO.

During the Financial year Company made a Private Placement of 7,00,000 Equity shares on 18^th April 2024.

No other material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

26. Details of significant and material orders passed hv the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

27. Public Deposits:

The Company has not accepted any deposits from the public during the period, under review.

2 8. Particulars of loans, guarantees or investments under section 186:

The Company has given corporate guarantees pursuant to section 186 of the Act, 2013 during the financial year under review. The detail of guarantees is disclosed in the Note to the Financial Statements of the Company.

29. Particulars of contracts or arrangements with related parties under section 188:

All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year ended on 31.03.2024 were in the ordinary course of business and arm’s length basis were reviewed and approved by the Audit Committee and Board of Directors of the Company.

All the transactions entered into during the financial year under review as required to be given in the Form No. AOC-2, have been provided in an Annexure A'' which forms part of this Report.

30.Obligation of Company Under the Sexual Harassment of Women At Workplace fPrevention. Prohibition And Redressafl Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment ofWomen at Workplace [Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has appointed a representative for implementation of said policy. During the year Company has not received any complaint of harassment. During the year Company has not received any complaint of harassment and there are no complaints pending at the disposal of the Company.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy: The particulars regarding conservation of energy are not applicable to the Company.

(b] Technology absorption: The Company continuously undertakes Research and Development activities for introduction of new products and development in the manufacturing processes for improvement in productivity and efficiency. During the year there has been no purchase or adoption of technology

(c] Research and Development

The company has incurred the following expenses on research and development during the financial year:

Capital expenditure on research and development Rs. NIL

Recurring expenditure on research and development Rs. NIL

Expenditure on research and development Rs. NIL

[d] Foreign exchange earnings and Outgo

During the year, the total foreign exchange used and the total foreign exchange earned is as follows :

3 2. Corporate Social Responsibility (CSR1:

As on signing of this report Company has transferred their unspent CSR funds to Ganga Protection Fund.

33. Safety, Health And Environment Safety:

Health and Safety

The Company is committed to promoting the health and safety of its employees. Regular health checkup of the employees is carried by the Company during the year. Various training programs are conducted at the sites on health and safety issues including emergency preparedness, work safety, first-aid, etc.

Environment

The Company continuously endeavors to improve on environmental management and through all activities demonstrate its commitment to protecting the environment.

34. Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

No employee draws a salary to the extent as required to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

3 5. Directors'' Responsibility Statement:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

3 6. Transfer of Amounts to Investor Education and Protection Fund:

As per provisions of Section 125 of the Companies Act, 2013, during the year under review there was no unpaid or unclaimed dividend that was required to be transferred to unpaid dividend account.

37. Secretarial Standards:

Your Company complies with all mandatory secretarial standards issued by Institute of Company Secretaries of India (ICSI).

38. Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

39. Registrar And Transfer Agent:

The Company has appointed Big share Services Private Limited as its Registrar and Transfer Agent w.e.f. 05/03/2019.

40. Depository:

The Company has appointed Central Depository Services (India) Limited as its Depository w.e.f. 05/ 03/2019.

41. Application/ Any Proceeding Pending Under The Insolvency And Bankruptcy Code.2016:

Neither any application was made nor any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year under the review.

42. Details Of Differences Between Amount Of The Valuation Done At The Time Of One Time Settlement And The Valuation Done While Taking Loan From Ranks Or Financial Institutions Alongwith The Reasons Thereof:

The Company has not done any one-time settlement during the year under review hence no disclosure is required.

43. Industrial Relations:

Overall business relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

44. Acknowledgements:

The Board of Directors takes this opportunity to thank our customer, vendors, bankers, auditors and other business partner/ associates for their continued support and encouragement in the company''s growth.

The Board wishes to place on record its appreciation to all sections of employees for their hard work, solidarity, co-operation, support and looks forward to their continued support in the future.