The Board of Directors are pleased to present the 32^nd Annual Report of Senco Gold Limited ("your Company or "Senco") together with the Audited Financial Statements (both Standalone and Consolidated) for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the financial year ended March 31, 2026, on a standalone and consolidated basis, are summarized as below:

(Amount in INR Million)

2. FINANCIAL PERFORMANCE

During the year under review, on a standalone basis, the total income increased by 34% YoY from INR 63,133.71 million to INR 84,510.68 million, reflecting a loyal customer base and brand positioning. The Net Profit after tax increased by 251% YoY from INR 1,653.71 million to INR 5,809.79 million.

At the consolidated level, the total income increased by 33% YoY from INR 63,826.39 million to INR 85,099.13 million. The Net Profit after tax increased by 261% YoY from INR 1,593.09 million to INR 5,743.19 million.

During the year under review, your Company continued its business expansion with a sharp focus on driving profitability and customer acquisition. During the year under review, the Company launched 26 showrooms, thereby expanding its showroom portfolio to 201 (including 12 Sennes showrooms, 85 Franchisee showrooms and 2 overseas showrooms in Dubai), spread across India, having various formats like Classic & Modern, D''Signia, Everlite, House of Senco to cater to various customer segments.

During the year under review, gold price surged by 79% YoY and 20% QoQ, peaking at a historic high of INR 1,69,403/10gm amid global uncertainty. Despite this, consumer demand remained resilient in value, driven by Akshay Tritya, Poila Boishak, Dhanteras, a well-distributed wedding season spanning the full quarter, strong gifting demand on Valentine''s Day, and continued leveraging of the Old Gold exchange programme, which contributed ~50% to Q4 revenue, enabling customers to upgrade their jewellery despite elevated gold prices. Q4 SSSG at ~35% and FY 26 SSSG at ~24%, indicating strong performance of existing showrooms, building up to surpass the season. There has been a gradual shift towards lightweight jewellery or lower caratage. During the year under review, your Company entered new geographies in Bikaner, Nagpur, Etawah, etc, indicating huge Pan India potential, along with a focus on Bengal and East India, which is the engine for future growth.

3. DIVIDEND

During the year, the Company paid an interim dividend of INR 0.75/- per share (i.e. 15% of the face value of INR 5/- each). In addition, the Board of Directors has recommended a final dividend of INR 1.00/- (Rupee One) per equity share (i.e 20% of the face value of INR

5/- each) for the financial year under review, subject to the approval of the Members at the ensuing Annual General Meeting (AGM), thereby taking the total dividend for the year to INR 1.75/- per share. The dividend has been recommended in accordance with the Company''s Dividend Distribution Policy and will be paid out of the profits of the year under review. The dividend distribution policy of the Company is available on its website at https://sencogold.com/storage/files/ Dividend_Distribution_Policy_1.pdf

The above dividend, if approved by the members at the ensuing AGM, will be paid within 30 days from the date of declaration as per the relevant provisions of the Act to those Members, whose names shall appear on the Register of Members as on close of business hours as on the Record Date.

Pursuant to the provisions of the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from April 1,2020. Accordingly, the Company shall deduct tax at source (TDS) from the dividend payable to Members at the applicable rates in accordance with the provisions of the Income-tax Act, 1961.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013, the Board has not proposed to transfer any amount to the General Reserve and has decided to retain the entire profits of the Financial Year 2025-26 to support the Company''s business growth and future requirements.

5. CHANGE IN NATURE OF BUSINESS

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

6. SHARE CAPITAL

The Authorised Share Capital of your company as on March 31, 2026 stood at INR 1,14,00,00,000 divided into 2,00,000,000 Equity Shares of INR 5/- each and 1,40,00,000 Compulsory Convertible Non-Cumulative Preference Shares of INR 10/- each.

During the financial year 2025-26, the Company made the following share allotments:

• 37,300 Equity Shares of face value INR 5/- each allotted on 11^th August, 2025 pursuant to exercise of options under the Employee Stock Option Scheme.

• 88,340 Equity Shares of face value INR 5/- each allotted on 10^th March, 2026 pursuant to exercise of options under the Employee Stock Option Scheme.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is INR 81,90,33,360 divided into 16,38,06,672 Equity Shares of INR 5/- each.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company are disclosed in the Notes to the Financial Statements. The loans, guarantees and investments were made in compliance with the provisions of the Act.

8. PUBLIC DEPOSITS/JEWELLERY PURCHASE SCHEME

The Company operates various jewellery purchase schemes for its customers. These schemes encourage disciplined savings towards jewellery purchases, strengthen long-term customer engagement, and provide a steady source of wealth creation for the customers.

During the financial year under review, the Company continued to operate its customer jewellery purchase schemes under "Swarna Yojana," "Swarna Labh," and "Swarna Vriddhi." Further, during FY 2025-26, the Company introduced a new scheme, "Swarna Saubhagya," which received an overwhelming response from customers, with over 1,00,000 (One Lakh) customers enrolled and driving an average upsell of 10% at the time of redemption, reinforcing the schemes role as a steady and growing source of customer led cash inflows.

All these schemes are formal scheme of deposits approved by the Registrar of Companies, West Bengal, Ministry of Corporate Affairs, Government of India.

The details as required under the provisions of Chapter V of the Companies Act, 2013, are provided below:

a) Accepted during the year: INR 4175.08 Million.

b) Remained unpaid or unclaimed as at the end of the year: INR 3452.34 Million.

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved:

I. At the beginning of the year: NIL

II. Maximum during the year : NIL

III. At the end of the year : NIL

During the year under review, the Company did not accept any deposits in contravention of the provisions of Chapter V of the Companies Act, 2013 read with rules related thereto.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Company''s subsidiaries forms part of the Consolidated Financial Statements. During the Financial Year 2025-26, the Company did not have any material subsidiary.

The Company has formulated a Policy for Determining Material Subsidiaries, which is available on the Company''s website at: https://sencogold.com/storage/files/Policy_ for_Determining_Material_Subsidiaries.pdf.

As on March 31, 2026, your Company had the following subsidiary companies:

i) Senco Gold Artisanship Private Limited

Senco Gold Artisanship Private Limited (SGAPL) is a wholly owned subsidiary of the Company which was incorporated on October 14 ,2020 and is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and jewellery made of silver, platinum and precious and semi-precious stones, gold coins and other metals. The separate audited financial statements of

SGAPL, are available on the Company''s website at: https:// sencogold.com/storage/files/Senco_Gold_Artisanship_ Private_Limited_202526.pdf.

During the year under review, the total revenue from the operations of SGAPL increased by 48% YoY from INR 532.64 million to INR 792.02 million. The Net profit after tax increased to INR 47.42 million, as compared to a Net loss of INR 3.01 million in FY 25. Revenue growth coupled with improved operational efficiencies enabled SGAPL to achieve a turnaround and become profitable during the year.

ii) Senco Global Jewellery Trading LLC, UAE

Senco Global Jewellery Trading LLC (SGJTL) was incorporated on February 14, 2023 in Dubai (UAE) as a wholly owned subsidiary of the Company and as a part of the Company''s global expansion plan. SGJTL is engaged in the business of B2B trading and retail of gold, diamonds, stones and jewellery. The said Company is also operating two retail stores in Dubai, UAE. The separate audited financial statements of SGJTL are available on the Company''s website at: https://sencogold.com/ storage/files/Senco_Global_Jewellery_Trading_ LLC_202526.pdf

During the year, the total revenue from operations of SGJTL increased by 47% YoY from INR 2,002.46 million to INR 2,953.32 million. The Company reported a Net Profit after tax of INR 6.67 million during the year, as against a net loss of INR 47.91 million in the previous year. The subsidiary became profitable during the year.

iii) Sennes Fashion Limited

Sennes Fashion Limited (SFL) is a wholly owned subsidiary of the Company, which was incorporated on September 7, 2024. SFL is engaged in the business of trading, import of Lifestyle products, lab-grown diamond jewellery, leather accessories and perfumes, etc. The company launched 6 new showrooms during the year, taking the portfolio to 12 Exclusive Brand Outlets. The separate audited financial statements of SFL are available on the Company''s website at: https://sencogold.com/storage/ filesZSennes_Fashion_Limited_202526.pdf

During the year, the total revenue from the operations of SFL increased multiple times from INR 1.14 million to INR 849.43 million. The significant increase in the operational income reflects that the company has scaled

up business activities during the year. The company incurred a loss of INR 83.37 million during the year, as compared to INR 6.94 million in the previous year.

There was no material change in the nature of business of any of the above-mentioned subsidiaries during the financial year. Further, no company ceased to be a subsidiary of the Company during the financial year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statement of a Company''s subsidiary is enclosed as Annexure-I in the Form AOC-1, forming part of this report.

The Company does not have any Joint Venture or an Associate Company as of March 31, 2026.

10. QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the preceding financial year 2024-25, the company had raised funds through Qualified Institutional Placement amounting to Rs. 459 crores. The Company had allotted 40,80,000 equity shares to eligible qualified institutional buyers at an issue price of Rs. 1,125.00 per share of face value Rs. 10/- each (including a premium of Rs.1,115.00). The proceeds of the QIP have been fully utilised during the FY 2025-26, for the purposes stated in the Placement Document, and there has been no deviation or variation in the utilisation of such proceeds.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed review of the Company''s performance, business outlook, financial and operational developments, and the state of its affairs is provided in the Management Discussion and Analysis Report, which forms an integral part of this annual report.

12. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the Business Responsibility and Sustainability Report for the financial year under review, describing the Company''s initiatives from environmental, social and governance perspectives, forms an integral part of this annual report.

13. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The following material changes took place in the Financial Year 2025-26:

• Your Company has entered into a Strategic & Marketing tie-up with August Jewellery Private Limited ("AJPL") having an omnichannel brand "Melorra" As a result of this, all the existing Company owned & Company operated (COCO) stores of AJPL are being operated by your Company as Franchisee of AJPL, while the Franchisee owned & Franchisee operated (FOFO) and Franchisee owned Company operated (FOCO) stores of AJPL have become your Company''s sub franchisee.

• The Board of Directors of your Company in their meeting dated January 21, 2026, has given their inprinciple approval to invest in the equity share capital of AJPL, thereby acquiring 68% of the paid-up share capital of AJPL. As of the date of this report, the acquisition is still underway, as the transaction related process is yet to be completed.

• In March 2026, CARE Ratings upgraded the Company''s long-term bank facilities and fixed deposit programme to CARE A (Stable), while reaffirming the short-term rating at CARE A1. This was followed in June 2026 by an upgrade from ICRA Limited, which raised the Company''s longterm and fixed deposit rating to [ICRA]A (Stable) (from [ICRA]A Stable) and the short-term facilities rating to [ICRA]A1 (from [ICRA]A2 ), validating the consistent improvement in our business and financial performance and reflecting the significant step-change in our earnings quality and balance sheet strength.

Other than as disclosed above and in the financial statements, there have been no material changes or commitments, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

14. RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee as per the statutory requirement. The Risk Management Committee undertakes risk assessment and minimisation procedures and recommends the same to the Board of Directors.

The Board periodically reviews the Company''s Risk Management Framework taking into consideration the recommendations of the Risk Management Committee and the Audit Committee.

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s SOP''s, organisational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manages associated risks.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organisation structure and upto the Risk Management Committee periodically basis about how risks are being monitored, managed, assured and improvements are made.

Your Company has formulated a Risk Management Policy and placed on the company website at: https://sencogold.com/ storage/files/Risk_Management_Policy.pdf

15. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has adopted a Corporate Social Responsibility ("CSR") Policy on the recommendation of the CSR Committee. CSR activities are undertaken in accordance with the said Policy. A boardlevel CSR Committee, constituted in accordance with statutory requirements, oversees the CSR framework and recommends the annual action plan. The CSR Policy is available on the company''s website and can be accessed at: https://sencogold. com/storage/files/CSR_Policy.pdf

Your Company discharges its CSR obligations through a registered Implementing Agency namely P.C. Sen Charitable Trust by supporting projects in the areas of Health, Education, Women Empowerment, Social, Environment Sustainability, Ecological Balance and

other activities as prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2025-26 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3) (o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure - II to this Report.

16. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and conducts its affairs with integrity, transparency and accountability.

The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to time. A separate report on Corporate Governance, together with the certificate issued by the Practising Company Secretary confirming compliance with the applicable requirements, forms an integral part of this Annual Report.

17. EMPLOYEE STOCK OPTION SCHEME

Your Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company through the Senco Gold Limited Employees Stock Option Scheme 2018 (ESOP Scheme 2018).

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is https://sencogold.com/storage/files/ESOP_Annual_ Disclosure_FY_202526.pdf

A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid scheme has been implemented in accordance with the SEBI SBEB Regulations, will be open for inspection at the ensuing 32^nd Annual General Meeting.

During the year under review, the Nomination, Remuneration and Compensation Committee of the Board had allotted 1,25,640 equity shares (37,300 equity shares of INR 5/- each were allotted on 11^th August, 2025

and 88,340 equity shares of INR 5/- each were allotted on 10^th March, 2026) to the eligible employees of your Company under Senco Gold Limited Employees Stock Option Scheme 2018 (ESOP Scheme 2018).

18. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration paid to Directors and Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure - III" and form a part of this Report.

The statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, does not form part of this Annual Report in accordance with the provisions of Section 136 of the Companies Act, 2013. The said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on [email protected].

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Ranjana Sen (DIN: 01226337), Whole-time Director & Chairperson, is liable to retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment. The brief resume and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the annexure to the Notice of the 32^nd Annual General Meeting.

During the year under review Mrs. Ranjana Sen (DIN: 01226337), Whole-time Director & Chairperson and Mrs. Joita Sen (DIN: 08828875), Whole-time Director were reappointed for a further period of 5 (five) years.

The details of Board and Committees composition, tenure of directors, areas of expertise, terms of reference and other details are available in the Corporate Governance Report that forms a part of this Annual Report.

Declaration of Independence

The Company has received the necessary declaration from each Independent Director of the Company stating that:

• they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations; and • As required vide Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the SEBI Listing Regulations and are independent of the management.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, Mr. A.K. Labh, Practising Company Secretary, has certified that none of the Directors on the Board of your Company has been debarred or disqualified from being appointed or continuing as Directors of any companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report.

Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026, were Mr. Suvankar Sen, Managing Director & CEO (DIN: 01178803), Mr. Sanjay Banka, Chief Financial Officer and Mr. Mukund Chandak (Membership No. A20051), Company Secretary and Compliance Officer.

Further during the financial year there were no changes in the composition of the Key Managerial Personnel of the Company.

Number of meetings of the Board of Directors

During the financial year 2025-26, the Board of Directors held 10 (Ten) meetings, the details of which are provided in the Corporate Governance Report. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI Listing Regulations. The details of Board Meetings held and

22. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairperson, the Board as a whole, and the various Board Committees. The Nomination Remuneration and Compensation Committee of your Company has laid down parameters for performance evaluation in the policy.

The performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairperson) for Financial Year 2025-26, was carried out in accordance with the Performance Evaluation Policy of the Company and as per the criteria laid down by the Nomination Remuneration and Compensation Committee. The Board members were satisfied with the evaluation process.

23. BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Any new director who joins the Company is provided with deep insights on various matters including values, mission and vision of the Company, group & organisation structure, Board procedures, industry in which the Company operates, business & operations, strategies, competition analysis, products and new launches, market presence, revenues, budgets, regulatory updates, sustainability, internal controls, material risks along with their mitigation plans.

Further your Company conducts Familiarisation Programme for the Directors periodically to enable them to familiarise themselves with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They interact with senior management and receive all necessary documents to thoroughly understand the Company, its business model, operations, and the industry it''s in.

Details of the familiarisation programme attended by the Independent Directors during the financial year 2025-26 is available on Company''s website and can be accessed at: https://sencogold.com/storage/ files/Familiarization_Programme_for_Independent_ Directors_FY_202526.pdf

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control is an essential part of the Corporate Governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published, and other financial information disclosed by the Company provide a fair view on the Company''s financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company''s strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

During the year under review, the internal audit of your Company was carried out by M/s L.B. Jha & Co., internal auditors. Further your Company also has an in-house Audit team who regularly visits various stores of the Company to conduct surprise Branch Audit.The objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013 and corporate policies.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

Details in respect of adequacy of internal financial controls with reference to the financial statement are given in the Management''s Discussion and Analysis, which forms part of the Annual Report.

25. RELATED PARTY TRANSACTIONS

& CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm''s length basis. There were no Material Related Party Transaction by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval or ratification as the case may be. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/ repetitive in nature and omnibus approvals are taken as per the policy laid down. Related Party Transactions entered pursuant to omnibus approval so granted are placed before the Board and Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Related Party disclosures as per IND AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at: https://sencogold.com/storage/files/Policy_on_ Materiality_of_Related_Party_Transactions_3.pdf

26. AUDITORS AND THEIR REPORT

Statutory A uditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) were re-appointed as the Statutory Auditors of your Company at the 30^th Annual General Meeting held on September 13, 2024 to hold office for the second term of 5 (five) consecutive years i.e., from the conclusion of 30^th Annual General

Meeting till the conclusion of the 35^th Annual General Meeting of your Company to be held in the year 2029.

The Statutory Auditors of your Company have issued Audit Reports for the FY 2025-2026 on the Standalone and Consolidated Annual Financial Statements of your Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, your Company had appointed M/s. LABH & LABH Associates, Company Secretaries, (Firm Registration Number: P2025WB105500) as its Secretarial Auditors of your Company, to hold office for a term of 5 (five) consecutive years i.e., from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of your Company to be held in the year 2030.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer. The report of the Secretarial Auditor for the FY 2025-26 is annexed to this report as Annexure-IV.

Internal Auditor

M/s. L.B. Jha & Co. (FRN: 301088E), Chartered Accountants, were appointed as Internal Auditor of the Company for FY 2025-26. The report submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time. Further, the Board of Directors at their meeting held on 26^th May, 2026, on the recommendation of the Audit Committee, has re-appointed M/s. L.B. Jha & Co, (FRN: 301088E) Chartered Accountants as the Internal Auditors of the Company for the FY 2026-27.

Cost Audit

Your Company is not required to maintain cost records as specified under Section 148 of the Companies Act, 2013 and is not required to appoint Cost Auditors.

27. SECRETARIAL STANDARDS

Your Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

28. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013 (POSH ACT)

Your Company believes in providing a safe and free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act and the rules framed thereunder, including the constitution of the Internal Complaints Committee. The Company has framed "Prevention of Sexual Harassment at Workplace Policy" which is available on the Company website and can be accessed at: https://sencogold.com/ storage/files/POSH_Policy_1.pdf

The details relating to the POSH complaints received during the year is enumerated below:

29. THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company is compliant with the applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements.

30. IMPLEMENTATION OF NEW LABOUR CODE

The Ministry of Labour and Employment, Government of India, has consolidated multiple existing labour legislations into a unified framework comprising of four Labour Codes - The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and The Occupational Safety, Health and Working Conditions Code, 2020, effective November 21, 2025. Subsequently, the final rules have been published by the Central and some of the State Governments on implementation of the new labour codes. Your Company has assessed and duly recorded the incremental financial impact in the financial statements under review.

31. IMPLEMENTATION OF DIGITAL PERSONAL DATA PROTECTION ACT, 2023

The Company has adopted a structured and phased approach towards strengthening its data privacy and protection framework in alignment with the Digital Personal Data Protection Act, 2023. As a first step, the Company has initiated a comprehensive DPDP Gap Assessment across its Head Office, retail operations and

vendors to evaluate the existing data processing practices, governance mechanisms and compliance requirements. Concurrently, the Company has undertaken an internal review and proactively addressed identified gaps that could be remediated immediately. Based on the outcome of the Gap Assessment, the Company will implement a structured compliance roadmap encompassing policy enhancements, process improvements, technical and organisational safeguards, employee awareness programmes and governance measures to establish a robust and sustainable DPDP-compliant framework across the organisation within the timelines provided as per law. Further, the Company is also conducting the annual Cyber Security Audit to evaluate the effectiveness of our current security controls and enhance our longterm operational resilience against cyber threats.

32. VIGIL MECHANISM

Your Company believes in conduct of the affairs of its business in a fair and transparent manner by adopting the highest standards of honesty, integrity, professionalism and ethical behaviour. Your Company has established a robust Vigil Mechanism pursuant to Whistle-Blower Policy ("Policy") in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations with a view to provide a platform and mechanism for Employees, Directors and other stakeholders of the Company to report actual or suspected unethical behaviour, fraud or violation of the Company''s Code of Conduct, ethics, principles and matters specified in the

policy without any fear of retaliation and also provide for direct access to the Chairman of the Audit Committee as the case may be, in exceptional cases.

The Company affirms that in compliance with the Whistle-Blower Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee.

The policy is available on the Company''s website and can be accessed at https://sencogold.com/storage/ files/Vigil_Mechanism_Policy_2.pdf

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

The information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure - V.

34. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of 7 (seven) consecutive 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"). In terms of the foregoing provisions of the Act, there was no dividend which remained outstanding or remained to be paid and required to be transferred to the IEPF by your Company during the year ended March 31, 2026.

The Investor Education and Protection Fund Authority (IEPFA) relaunched its 100-day investor awareness campaign, "Saksham Niveshak," with the objective of enhancing investor awareness and assisting shareholders in claiming their unpaid/unclaimed dividends. In support of this initiative, the Company undertook various investor outreach measures, encouraging shareholders to update their KYC details and claim their unpaid/ unclaimed dividend(s).

35. 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 reenactment(s) for the time being in force) other than those which are reportable to the Central Government.

36. PREVENTION OF MONEY LAUNDERING ACT

The Company has taken proper steps to comply with the guidelines of the Prevention of Money Laundering Act (PMLA) as applicable to dealers in precious metals and precious stones. The Company has registered itself as a Reposting Entity with the Financial Intelligence Unit (FIU) and has appointed the Designated Director and the Principal Officer in terms of the guidelines. The PMLA laws require such entities indulging in cash transactions with a single customer repeatedly or through a series of transactions in a month to report the same to the FIU when such transactions exceed Rs 10 lakh and also to report any suspicious transactions. The Company has adopted procedures to check such transactions. Proper KYC documents are being taken from the customers and wherever applicable, reporting with the FIU is being done.

37. OTHER DISCLOSURES

During the year under review, your Company has:

a) Neither filed any application against any Company and no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

b) Not made any application for One Time Settlement (OTS) with any Banks or Financial Institution and no disclosure pertaining to any details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

c) Not issued shares with Differential Voting Rights and Sweat Equity Shares.

d) Not paid any remuneration or commission to Managing Director or the Whole-time Directors of the Company from any of the subsidiary companies of the Company.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

f) Has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in your Company.

g) Met all debt obligations and did not default in servicing any debts.

h) No agreements binding under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations.

38. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the

Companies Act, 2013 the Board of Directors of the

Company confirms to the best of their knowledge and

ability, that:

a) In the preparation of the annual accounts for the year ended on March 31,2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) Your 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 your Company at the end of the financial year i.e.,

March 31, 2026 and of the profit of your Company for that period;

c) Your 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) Your Directors had prepared the annual accounts on a going concern basis;

e) Your Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and your Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

39. APPRECIATION AND ACKNOWLEDGEMENT

The Board would like to acknowledge and place on record its sincere appreciation to all stakeholders, customers, shareholders, franchisee partners, bankers, dealers, vendors, karigars, government and other business partners for the unstinted support received from them during the year under review. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company. The Board also expresses its appreciation to the working capital consortium bankers who have continued to show their faith and trust in the Company.

Your Directors are pleased to present the 31^st Annual Report of Senco Gold Limited (“Your Company”)
together with the Audited Financial Statements (both Standalone and Consolidated) for the financial year
ended March 31,2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31,2025, on a standalone and
consolidated basis, is summarized as below:

(Amount in INR Million)

* Impact of loss due to custom duty reduction of INR 574.25 million at EBITDA level and INR 424.89 million at PAT level.

1. FINANCIAL PERFORMANCE

During the year under review, your company achieved
a total Income of INR 63,133.71 million as compared
to INR 52,724.23 million for the previous year on a
standalone basis. The Net Profit after tax was INR
1,653.71 million as compared to INR 1,887.50 million
for the previous year on a standalone basis.

The total Income from the operation was INR
63,826.39 million as compared to INR 52,836.83
million for the previous year on a consolidated basis.
The Net Profit after tax was INR 1,593.09 million as
compared to INR 1,810.04 million for the previous
year on a consolidated basis.

Your Company is a leading pan-India jewellery retailer
with a legacy of more than eight decades and largest
jewellery retail player in eastern India based on number
of showrooms. In line with the growth strategy, the
Company continued its business expansion with sharp
focus on driving profitability and customer acquisition.
During the year under review, the Company added 16
showrooms, thereby expanding its showroom portfolio
to 175 (including 4 Sennes Store and 72 Franchisee
showrooms) as at the end of the year, spread across
India having various formats like Classic & Modern,
D’Signia, Everlite, House of Senco to cater to various
customer segments. The Company diversified its
product portfolio recently by launching “SENNES”
brand for leather bags, perfumes and lab grown
diamond jewellery.

During the year, the gold prices increased substantially
continuing their upward journey throughout the
year based on global uncertainty, Russia Ukraine
conflict, war in Israel and middle east tension and the
apprehension of rising tariffs in international trades.

During the year, due to the reduction in customs
duty on gold from 15% to 6.5%, there was a onetime
hit on your company’s existing inventory of Rs 574.2
million. This impacted gross margin and EBITDA by
50 basis points. However, after excluding the one¬
time impact of custom duty, the adjusted EBITDA
increased from Rs 3,814 million to Rs 4,278 million,
while the adjusted PAT increased from Rs 1,887
million to Rs 2,078 million. Even in these challenging
scenario, your Company achieved substantial
growth. This growth was fuelled by maturity of
existing showroom, higher wedding sales and higher
old gold exchange.

2. EQUITY FUNDS RAISED THROUGH
QUALIFIED INSTITUTIONS PLACEMENT

Pursuant to approval of the Board of Directors at their
meeting held on 4^th October, 2024 and subsequent
approval of the members through resolutions passed
by way of postal ballot dated 26^th November, 2024,
your Company successfully raised INR 4590.00
million through Qualified Institutions Placement (QIP)
on December 13, 2024, involving the issuance and
allotment of 40,80,000 equity shares of face value
INR 10/- each per share at an issue price of INR
1,125/- per Equity Share, (including a premium of
INR 1,115/- per Equity Share).The issue was made
in accordance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as
amended, and Sections 42 and 62 of the Companies
Act, 2013, as amended, including the rules made
thereunder. The proceeds were raised for repayment
/ pre-payment, in part or in full, of certain outstanding
borrowings availed by your Company and for other
general corporate purposes of the company, as
outlined in the Placement Document.

Your Company has appointed ICRA Limited as the
Monitoring Agency for monitoring the utilization of the
proceeds raised through QIP. The Monitoring Agency
issues quarterly report on the utilization of the proceeds.
As on 31^st March, 2025 your Company has utilised
INR 3642.02 million. The entire unutilised amount of
INR 934.20 million as raised for general corporate
purposes, is currently parked in fixed deposits with
banks and is pending for deployment.

There have been no deviations in the utilization of funds
from the intended objects as stated in the Placement
Document. The QIP has further strengthened your
Company’s capital structure, significantly enhanced
financial flexibility, and provided momentum to its
ambitious growth initiatives.

3. SUB-DIVISION/SPLIT OF THE EQUITY
SHARES

During the financial year, the Board of Directors of your
Company at their meeting dated 4^th October, 2024
approved the sub-division/split of equity shares of your
Company, i.e. 1 (one) equity share having face value of
INR 10/- (Rupees Ten only) each, fully paid-up, was sub¬
divided into 2 (two) equity shares having face value of
INR 5/- (Rupees five only) each, fully paid-up.

Further, the members vide resolution passed by
way of postal ballot on 26^th November, 2024
approved the said sub-division/ split of equity
shares and consequential alteration in the existing
Capital Clause of the Memorandum of Association
(MOA) and the Articles of Association (AOA) of your
Company.

After the requisite approvals of the Stock Exchanges
i.e. BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE”) and the Depositories i.e.
National Securities Depository Limited (“NSDL”) and
Central Depository Services India Limited (“CDSL”),
new ISIN (INE602W01027) was allotted to your
Company. The effect of change in face value of the
shares were reflected on the share price at the Stock
Exchanges where your Company is listed i.e BSE and
NSE effective from 31^st January, 2025 i.e. record date
for the purpose of sub-division/ split of equity shares
of your Company.

The Earnings per share (EPS) of the equity shares has
reduced due to the stock split. The reduction in EPS is
a notional effect of the stock split and does not reflect
any change in the Company’s profitability.

4. DIVIDEND

The Board of Directors have recommended a final
dividend at the rate of 20% (i.e Re. INR 1/- per equity
share of face value INR 5/- each)subject to approval of
members at the ensuing Annual General Meeting.

The final dividend, if approved, would be paid to
members whose names appear in the Register of
Members as on the record date fixed for this purpose.
The dividend payment is based upon the parameters
mentioned in the Dividend Distribution Policy approved
by the Board.

5. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), your Company has
formulated Dividend Distribution Policy and the same
is also available on the website of your Company at
https://sencogold.com/storage/files/Hq7ZAMM0
WeVjoiOs4HKnDfFPzJ2rXOfm6PTPDYLE.pdf.

6. TRANSFER TO RESERVES

As permitted under the provisions of the Companies
Act, 2013, the Board does not propose to transfer any
amount to general reserve and has decided to retain the
entire amount of profit for the Financial Year 2024-25 as
appearing in the statement of profit and loss account
for the purpose of business growth.

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 Authorized Share Capital of your company as on
31^st March, 2025 stood at INR 1,14,00,00,000 divided
into 2,00,000,000 Equity Shares of INR 5/- each and
1,40,00,000 Compulsory Convertible Non-Cumulative
Preference Shares of INR 10/- each and issued,
subscribed and paid-up share capital is INR 81,84,05,160
divided into 16,36,81,032 Equity Shares of INR 5/- each.

Further pursuant to allotment of 40,80,000 Equity
Shares of face value INR 10/- each on 13^th December,

2024 pursuant to QIP, 18,275 Equity Shares of face
value INR 10/- each on 5^th August, 2024 and 76,136
Equity Shares of face value INR 5/- each on 6^th March,

2025 pursuant to ESOP scheme of the Company, the
issued, subscribed and paid-up capital stands at INR
81,84,05,160/- as on 31^st March, 2025, as compared to
INR 77,70,41,730/- as on 31^st March, 2024.

During the financial year, the equity shares of your
Company was subdivided from 1 (one) equity share
having face value of INR 10/- (Rupees Ten only) each,
fully paid-up, to 2 (two) equity shares having face value
of INR 5/- (Rupees five only) each, fully paid-up. The
record date for the same was 31^st January, 2025.

9. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENT

Pursuant to Section 186 of the Companies Act, 2013
the particulars of loans, guarantees and investments
made by the Company are given in the notes to
financial statements. The Company has granted loans,
provided guarantee and made investment in its wholly
owned subsidiary(ies) and other body corporate if any,
for their business purpose.

10. PUBLIC DEPOSITS/ JEWELLERY
PURCHASE SCHEME

Your Company has been accepting deposit from
Customers under its jewellery purchase schemes i.e.
“Swarna Yojana”, “Swarna Labh” and “Swarna Vriddhi”.
The scheme is to facilitate customers of your Company
to purchase jewellery by making advance payments
through easy monthly instalments and get benefit in the
form of discount at the time of purchase of jewellery,
based on the duration of the scheme. The requisite
details relating to such jewellery purchase scheme,
covered under Chapter V of the Act are as under:

(a) Accepted during the year: INR 3117.5 million.

(b) Remained unpaid or unclaimed as at the end of
the year: INR 2114.5 million.

(c) Whether there has been any default in repayment
of deposits or payment of interest thereon during
the year and if so, number of such cases and the
total amount involved:

(i) at the beginning of the year: NIL

(ii) Maximum during the year: NIL

(iii) at the end of the year: NIL

There were no deposits not in compliance with the
requirements of Chapter V of the Companies Act,
2013. The Company has no advance from customers
lying with it for more than three hundred and sixty-five
days at the end of the year under review.

11. DETAILS OF SUBSIDIARY, JOINT
VENTURE OR ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act
2013 and Rule 8(1) of the Companies (Accounts)
Rules, 2014, the report on performance and financial
position of subsidiaries is included in the Consolidated
Financial Statements of the Company. During the FY
2024-25, the Company did not have any material
subsidiary.

The Company has a policy for determining the
materiality of a subsidiary, which is available at:
https://sencogold.com/storage/files/PvL7wk174yXU
5FY2GgC5L7fO1khphGlB266voJmM.pdf.

As on March 31,2025, your Company had the following
subsidiary companies:

(i) Senco Gold Artisanship Private Limited

Senco Gold Artisanship Private Limited (SGAPL) is
a wholly owned subsidiary of the Company which
was incorporated on 14^th October 2020 and is
engaged in the business of manufacturing, sale and
trading of gold jewellery, diamond studded jewellery
and jewellery made of silver, platinum and precious
and semi-precious stones, gold coins and other
metals. The separate audited financial statements of
SGAPL, are available on the Company’s website on
https://sencogold.com/storage/files/LKRaHMX4y
ZrwEwGaeJT3rRrZKwf9ovXHDACoYywO.pdf.

The total Income from the operation was INR 532.64
million as compared to INR 444.95 million for the
previous year. The Net loss decreased to INR 3.01 million
as compared to INR 16.12 million for the previous year.

(ii) Senco Global Jewellery Trading LLC, UAE

Senco Global Jewellery Trading LLC (SGJTL) was
incorporated on 14^th February 2023 in Dubai (UAE) as
a wholly owned subsidiary of the Company and as a
part of the Company’s global expansion plan. SGJTL
is engaged in the business of B2B trading and retail
of gold, diamond, stones and jewelleries. The said

Company is also operating one retail store at Dubai,
UAE. The separate audited financial statements of
SGJTL, are available on the Company’s website on
https://sencogold.com/storage/files/FNR0BJtvVr1me
AALlsr6M53LNOspRDfohxqGdNv3.pdf.

The total Income from the operation was INR 2002.46
million as compared to INR 306.74 million for the
previous year. The Net loss is INR 47.90 million as
compared to INR 36.45 million for the previous year.

(iii) Sennes Fashion Limited

Sennes Fashion Limited (SFL) is a wholly owned
subsidiary of the Company, which was incorporated on
7^th September 2024. SFL is engaged in the business
of trading, import of Lifestyle products, lab grown
diamond jewellery, leather accessories and perfumes
etc. The separate audited financial statements of
SFL, are available on the Company’s website on https://
sencogold.com/storage/files/WwImddcvnVOrmET4
IygfdgzA7DLoBlIIRgSn8UqG.pdf.

The company has reported total income from
operation of INR 1.14 million in its initial months of
operation. The company incurred a loss of INR 6.97
million which reflects initial costs for building a strong
foundation.

There has been no material change in the nature of the
business of any of the above-mentioned subsidiaries.
During the financial year, none of the company has
ceased to be a subsidiary.

Pursuant to Section 129(3) of the Companies Act,
2013 (“the Act”) read with Rule 5(1) of the Companies
(Accounts) Rules, 2014, the statement containing
the salient feature of the financial statement of a
Company’s subsidiary is enclosed as Annexure-I in
the Form AOC-1, forming part of this report.

The Company does not have any Joint Venture or an
Associate Company as on 31^st March, 2025.

12. MANAGEMENT DISCUSSION AND
ANALYSIS (MDA)

A review of the performance and outlook of the
Company and its businesses, as well as the state of
the affairs of the business, along with the financial
and operational developments have been discussed
in detail in the Management Discussion and Analysis
Report, which forms part of the Annual Report.

13. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

The Business Responsibility & Sustainability Report
for the year under review, as stipulated under
Regulation 34(2)(f) of the Listing Regulations,
describing the initiatives taken by the Company from
a social, environmental and governance perspective,
forms an integral part of this Annual Report.

14. MATERIAL CHANGES AND
COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

The following material changes took place in the
Financial Year 2024-25:

- Your Company successfully raised INR 4590.00
million through Qualified Institutional Placement
and allotted 40,80,000 equity shares of INR
10/- each issued at the price of INR 1,125/-
each (including a premium of INR 1,115/- per
Equity Share).

- Your Company sub-divided its existing 1 (one) Equity
Share of face Value of INR 10/- (Rupees Ten only)
each fully paid up into 2 (two) Equity Shares of
face value of INR 5/- (Rupees Five only) each fully
paid up to make the equity shares of the Company
more affordable and to encourage participation of
investors at large.

- Your Company incorporated “Sennes Fashion
Limited” a wholly owned subsidiary of the Company
to carry the business of trading, export and import
of Lifestyle products, lab grown diamond jewellery,
leather and non-leather accessories, perfumes
and gift items separately under the brand of
“SENNES”.

From the end of the Financial Year i.e. FY 2024¬
25 and as on the date of report, your Company
has entered into a Strategic & Marketing tie-up
with August Jewellery Private Limited (“AJPL”)
having omnichannel brand “Melorra”. As a result
of this, all existing Company owned & Company
operated (COCO) stores of AJPL will be operated
by your Company as Franchisee of AJPL, while
the Franchisee owned & Franchisee operated
(FOFO) and Franchisee owned Company operated
(FOCO) stores of AJPL will become your Company’s
sub franchisee.

Other than as disclosed above and in the financial
statements, there have been no material changes
or commitments, affecting the financial position
of the Company which occurred between the end
of the Financial Year of the Company to which
the Financial Statements relate and the date of
this Report.

15. RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management
Committee (RMC) as per the statutory requirement.
The Risk Management Committee undertakes
risk assessment and minimization procedures and
recommends the same to the Board of Directors.

The Board periodically reviews Company’s Risk
Management Framework taking into consideration the
recommendations of the Risk Management Committee
and the Audit Committee.

Your Company has an elaborate Risk Management
Framework, which is designed to enable risks to be
identified, assessed and mitigated appropriately.
Your Company monitors, manages and reports
on the principal risks and uncertainties that can
impact its ability to achieve its strategic objectives.
Your Company’s SOP’s, organizational structure,
management systems, code of conduct, policies and
values together govern how your Company conducts
its business and manage associated risks.

The Risk Management framework enables the
management to understand the risk environment
and assess the specific risks and potential exposure
to your Company, determine how to deal best with
these risks to manage overall potential exposure,
monitor and seek assurance of the effectiveness
of the management of these risks and intervene for
improvement where necessary and report throughout
the organization structure and upto the Risk
Management Committee on a periodic basis about
how risks are being monitored, managed, assured
and improvements are made.

Your Company has formulated a Risk Management
Policy and placed at company website https://
sencogold.com/storage/files/b84sAWj9VFK9zfGGXo
70IwFcy71o9HCIxuuE9CRc.pdf

16. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Your Company believes to integrate social and
environmental concerns in its business operations
and interactions with its stakeholders. It has always
worked toward building trust with all its stakeholders
based on the principles of good corporate
governance, integrity, equity, transparency, fairness,
disclosure, accountability, and commitment to
values. The Company will work towards leveraging
its expertise for various social causes and encourage
its employees to volunteer for the CSR program
of the Company. Your Company has well defined
policy on CSR as per the requirement of Section
135 of the Companies Act, 2013 which covers the
activities as prescribed under Schedule VII of the
Companies Act 2013. Your Company discharges its
Corporate Social Responsibility obligations through
a registered Implementing Agency namely P.C. Sen
Charitable Trust by supporting projects in the areas
of Health, Education, Women Empowerment, Social,
Environment Sustainability and Ecological Balance as
prescribed under Schedule VII of the Companies Act,
2013.

A brief outline of the CSR philosophy, salient features
of the CSR Policy of the Company, the CSR initiatives
undertaken during the financial year 2024-25 together
with progress thereon and the report on CSR activities in
the prescribed format, as required under Section 134(3)
(o) read with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
are set out in Annexure - II to this Report and the
CSR Policy can be accessed using the link https://
sencogold.com/storage/files/1Ix1rOfu4hJ5xVQ
vxp1CAt6NVX9UHvL82XnZYECg.pdf.

17. CORPORATE GOVERNANCE

The Corporate Governance practice of your Company
is a true reflection of the values and morale of the
Company, which is committed to implementing the best
practices of Corporate Governance and to managing
the affairs of the company with integrity, transparency
and accountability as the driving force.

Your Company has complied with the Corporate
Governance requirements under the Act, and as

stipulated under the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 as
amended from time to time. A separate section
on Corporate Governance under the SEBI Listing
Regulations, along with the certificate from the
Practicing Company Secretary confirming the
compliance, forms part of this Board Report.

18. EMPLOYEE STOCK OPTION SCHEME

Your Company grants share-based benefits to eligible
employees with a view to attract and retain talent, to
encourage employees to align individual performance
with the Company objectives and to promote their
increased participation in the growth of the Company
through Senco Gold Limited Employees Stock Option
Scheme 2018 (ESOP Scheme 2018).

After listing of the equity shares in BSE and NSE,
your Company suitably amended and ratified the
ESOP Scheme 2018 by passing special resolution via
Postal Ballot on June 07, 2024, to meet regulatory
requirements mandated by the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
SBEB Regulations”).

The applicable disclosures as stipulated under
Regulation 14 of SEBI SBEB Regulations with regard
to Employees Stock Option Plan of the Company are
available on the website of the Company and weblink
for the same is https://sencogold.com/storage/files/
sqF64tJUXK0jwQnY8VPA6JzAgu0AoiViNvOfHUU8.pdf

A certificate from the Secretarial Auditors of the
Company, confirming that the aforesaid scheme has
been implemented in accordance with the SEBI SBEB
Regulations, will be open for inspection at the ensuing
31^st Annual General Meeting.

During the year under review, the Nomination,
Remuneration and Compensation Committee (“NRC
Committee”) of the Board had allotted 1,12,686
equity shares (18,275 equity shares of INR 10/- each
were allotted on 5^th August, 2024 [36,550 shares
of INR 5/- each as on 31^st March, 2025, pursuant
to stock split] and 76,136 equity shares of INR 5/-
each were allotted on 6^th March, 2025) to the eligible
employees of your Company. Further your Company
has also granted 3,25,000 (Three Lakhs Twenty-Five
Thousand) stock options to the eligible employees of

the Company under the esop Scheme 2018, under
Tranche IV of the scheme, at an exercise price of INR
237/- per option as approved by the NRC Committee
at their meeting held on 18^th March, 2025.

19. PARTICULARS OF EMPLOYEES AND
MANAGERIAL REMUNERATION

The details of remuneration paid to Directors, Key
Managerial Personnel of the Company and other
information as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed
herewith as “Annexure - III” and forms a part of
this Report.

The statement containing particulars of employees
pursuant to Section 197(12) of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
not being sent to the Members along with this Annual
Report in accordance with the provisions of Section
136 of the Act. The said information is available for
inspection at the registered office of the Company
and any member interested in inspecting the same
may write to the Company Secretary in advance on
[email protected].

20. DETAILS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act,
2013 (hereinafter referred as “the Act”) and Articles
of Association of the Company, Mrs. Joita Sen (DIN:
08828875), Whole-time Director, is liable to retire by
rotation at the ensuing AGM and being eligible, offer
herself for re-appointment. The brief resume and other
disclosures relating to the Director who is proposed to
be re-appointed, as required to be disclosed pursuant
to Regulation 36 of the Listing Regulations and Clause
1.2.5 of the Secretarial Standard 2 are given in the
Annexure - A to the Notice of the 31^st Annual General
Meeting.

The details of Board and Committees composition,
tenure of directors, areas of expertise, terms of
reference and other details are available in the
Corporate Governance Report that forms a part of this
Annual Report.

Declaration of independence

The Company has received necessary declaration from
each Independent Director of the Company stating
that:

- they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations; and

- as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 they have registered their names in
the Independent Directors’ Databank maintained
by the Indian Institute of Corporate Affairs. Based
on the declarations received from the Directors,
the Board confirms, that the Independent Directors
fulfil the conditions as specified under Schedule V
of the Listing Regulations and are independent of
the management.

Pursuant to Regulation 34(3) and Schedule V Para C
clause (10)(i) of the Listing Regulations, Mr. A.K. Labh,
Practising Company Secretary, has certified that none
of the Directors on the Board of your Company has
been debarred or disqualified from being appointed
or continuing as Directors of any Company by the
Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such statutory authority and
the certificate forms part of this Annual Report.

Key Managerial Personnel

During the year, Mr. Surendra Gupta, (M. No. A20666),
resigned from the position of Company Secretary &
Compliance Officer of the Company w.e.f. 24^th June, 2024.
Mr. Mukund Chandak, (M. No. A20051) was appointed
as the Company Secretary & Compliance Officer via
Board Resolution dated June 27, 2024, based on the
recommendation of the NRC Committee.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr Suvankar Sen Managing
Director & CEO (DIN: 01178803), Mr. Sanjay Banka,
Chief Financial Officer and Mr. Mukund Chandak,
Company Secretary and Compliance Officer are the
Key Managerial Personnel of the Company as on
31^st March, 2025.

Number of meetings of the Board of Directors

During the year under review the Board of Directors held
11 (eleven) meetings, the details of which are provided

in the Corporate Governance Report. The maximum
gap between any two meetings was less than 120 days,
as stipulated under SEBI’s Listing Requirements, 2015.
The details of Board Meetings held, and attendance
of Directors are provided in the Report on Corporate
Governance forming part of this report.

Separate meeting of Independent Directors

Details of the separate meeting of the Independent
Directors held and attendance of Independent Directors
therein are provided in the Report on Corporate
Governance, forming part of this Report.

21. ANNUAL RETURN

As required under Section 92(3) of the Act, the
Company has placed a copy of the Annual Return on
the website at https://sencogold.com/storage/files/
jOFSIjeVSbJWWgcDXdvEXH0p2Ukz9Fd7oj4rPEs7.pdf.

22. NOMINATION AND REMUNERATION
POLICY

The Board has framed and adopted a Nomination
and Remuneration Policy (“NRC Policy”) in terms of
Section 178 of the Act and SEBI Listing Regulations.
The NRC Policy, inter-alia, lays down the principles
relating to appointment, cessation, remuneration and
evaluation of Directors, Key Managerial Personnel,
Senior Management Personnel and other matters as
provided under Section 178 of the Act and SEBI Listing
Regulations. The remuneration paid to the Directors
is as per the terms laid out in the NRC Policy of the
Company.

The NRC Policy is available on the website of the
Company at: https://sencogold.com/storage/files/ebv0
MXMishEmmBuFhWxkWaY9RGIgrxHklTi4aYCu.pdf.

23. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 read with rules made thereunder,
Regulation 17(10) of the SEBI Listing Regulations and
the Guidance note on Board evaluation issued by SEBI
vide its circular dated January 5, 2017, the Company has
framed a policy for evaluating the annual performance
of its Directors, Chairman, the Board as a whole,
and the various Board Committees. The Nomination

Remuneration and Compensation Committee of your
Company has laid down parameters for performance
evaluation in the policy.

The performance evaluation of the Board, Committees
of the Board and the individual members of the Board
(including the Chairman) for Financial Year 2024-25,
was carried out in accordance with the Performance
Evaluation Policy of the Company and as per the
criteria laid down by the Nomination Remuneration and
Compensation Committee. The Board members were
satisfied with the evaluation process.

24. BOARD INDUCTION, TRAINING AND
FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Any new director who joins the Company is provided
with deep insights on various matters including
values, mission and vision of the Company, group &
organisation structure, Board procedures, industry in
which the Company operates, business & operations,
strategies, competition analysis, products and new
launches, market presence, revenues, budgets,
regulatory updates, sustainability, internal controls,
material risks along with their mitigation plans.

Further your Company conducts Familiarization
Programme for the Directors periodically to enable
them to familiarize with the Company, its management
and its operations to gain a clear understanding of
their roles, rights and responsibilities for the purpose
of contributing significantly towards the growth of
the Company. They interact with senior management
and receive all necessary documents to thoroughly
understand the Company, its business model,
operations, and the industry it’s in.

The details of the such familiarization programmes
for the Independent Directors can be accessed at:
https://sencogold.com/storage/files/YS5WF2XWAU8
zP1kpZU2gLIgTvgDyaQZW3lzn4L2g.pdf.

25. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

Internal control is an essential part of the Corporate
Governance and management of the Company. The
Company has defined the operating principles for
internal control. The Audit Committee monitors the
effectiveness and efficiency of the internal control

systems and the correctness of the financial reporting.
The aim of internal control is to ensure reliability of financial
reporting, effectiveness and efficiency of operations as
well as compliance with laws and regulations. Control
of financial reporting assures that financial statements
are prepared in a reliable manner. The aim is also to
ensure that all financial reports published, and other
financial information disclosed by the Company provide
a fair view on the Company’s financial situation. Control
of operations is aimed at ensuring effectiveness
and efficiency of operations and achievement of the
Company’s strategic and financial objectives. Control
of compliance ensures that the Company follows
applicable laws and regulations.

During the year under review, the internal audit of
your Company was carried out by M/s Moore Singhi
Advisors LLP, internal auditors. Further your Company
also has an in-house Audit team who regularly visits
various stores of the Company to conduct surprise
Branch Audit. The objective is to assess the existence,
adequacy and operation of financial and operating
controls set up by the Company and to ensure
compliance with the Companies Act, 2013 and
corporate policies.

A summary of all significant findings by the audit
department along with the follow-up actions
undertaken thereafter is placed before the Audit
Committee for review. The Audit Committee reviews the
comprehensiveness and effectiveness of the report and
provides valuable suggestions and keeps the Board of
Directors informed about its major observations, from
time to time.

Details in respect of adequacy of internal financial
controls with reference to the financial statement are
given in the Management’s Discussion and Analysis,
which forms part of the Annual Report.

26. RELATED PARTY TRANSACTIONS &
CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, all contracts/
arrangements/transactions entered by the Company
with related parties were in ordinary course of business
and on an arm’s length basis. There were no Material
Related Party Transactions by the Company during
the year.

Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of
the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the
Audit Committee for approval. Prior omnibus approval
of the Audit Committee is obtained for the transactions
which are planned/repetitive in nature and omnibus
approvals are taken as per the policy laid down for
unforeseen transactions. Related Party Transactions
entered pursuant to omnibus approval so granted are
placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms
and conditions of the transactions.

Related Party disclosures as per IND AS 24 have been
provided in Notes to accounts annexed to the financial
statements.

The Policy on Materiality of and Dealing with Related
Party Transactions as approved by the Board is
uploaded on the Company’s website and can be
accessed at: https://sencogold.com/storage/files/qCM
GHDhVeZ1A6cxhtkxIxjbXWXyzWRzEtYkfRwdk.pdf.

27. AUDITORS AND THEIR REPORT
Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants, Kolkata (FRN 001076N/N500013)
were re-appointed as the Statutory Auditors of your
Company at the 30th Annual General Meeting held on
September 13, 2024 to hold office for the second term
of 5 (five) consecutive years i.e., from the conclusion of
30th Annual General Meeting till the conclusion of the
35th Annual General Meeting of your Company to be
held in the year 2029.

The Statutory Auditors of your Company have issued
Audit Reports for the FY 2024-2025 on the Standalone
and Consolidated Annual Financial Statement of
your Company with unmodified opinion. There were
no qualification, reservation or adverse remark or
disclaimer made by the Statutory Auditors in their
reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, your Company had appointed

M/s. A. K. Labh & Co., Company Secretaries, as its
Secretarial Auditor to conduct the Secretarial Audit
of your Company for FY 2024-25. The Report of the
Secretarial Auditor for the FY 2024-25 is annexed to
this report as Annexure IV.

The Secretarial Audit Report of your Company does
not contain any qualification, reservation, adverse
remark or disclaimer.

In accordance with Regulation 24A of the Listing
Regulations, based on the recommendation of
the Audit Committee, your Board of Directors,
has proposed the appointment of M/s. LABH &
LABH Associates, Company Secretaries (FRN:
P2025WB105500), as the Secretarial Auditor of your
Company, for a term of five consecutive financial
years, till the conclusion of the 36^th Annual General
Meeting of your Company to be held in the year 2030.
Your Company has received the necessary consent
from M/s. LABH & LABH Associates to act as the
Secretarial Auditor of the Company along with the
certificate confirming that the appointment would be
within the applicable limits

Internal Auditors

M/s. Moore Singhi Advisors LLP, Chartered
Accountants, was appointed as Internal Auditors of
the Company for FY 2024-25. The report submitted
by the Internal Auditors have been reviewed by the
Audit Committee from time to time. Further, the Board
of Directors at their meeting held on 29^th May, 2025,
on the recommendation of the Audit Committee,
has appointed M/s. L.B. Jha & Co, (FRN: 301088E)
Chartered Accountants as the Internal Auditor of the
Company for the FY 2025-26.

Cost Audit

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.

28. SECRETARIAL STANDARDS

Your Company is in regular compliance of the
applicable provisions of Secretarial Standards issued
by the Institute of Company Secretaries of India.

29. DISCLOSURES IN RELATION TO THE
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 (POSH ACT)

Your Company believes in providing a safe and
free workplace for every individual working in the
Company. The Company has complied with the
applicable provisions of the POSH Act, 2013 and the

rules framed thereunder, including the constitution of
the Internal Complaints Committee. The Company
has framed “Prevention of Sexual Harassment at
Workplace Policy” which is available on the Company
website at https://sencogold.com/storage/files/QDgdp
Lu6fuVrQbrA1yLEjHQTXMFbusWSFRpXqCk2.pdf

The details relating to the POSH complaints received
during the year is enumerated below:

30. THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company has duly
complied with all applicable provisions of the Maternity
Benefits Act, 1961, ensuring that eligible female
employees are granted the statutory entitlements. This
compliance reflects the organization’s commitment to
upholding employee welfare, women empowerment
and adhering to labour laws.

31. VIGIL MECHANISM

Your Company believes in conducting the affairs
of its business in a fair and transparent manner by
adopting the highest standards of honesty, integrity,
professionalism and ethical behaviour. Your Company
has established a Vigil Mechanism pursuant to Whistle¬
Blower Policy (“Policy”) in accordance with the provisions
of the Companies Act, 2013 and the Listing Regulations
with a view to provide a platform and mechanism for
Employees, Directors and other stakeholders of the
Company to report actual or suspected unethical
behaviour, fraud or violation of the Company’s Code of
Conduct, ethics, principles and matters specified in the
policy without any fear of retaliation and also provide for
direct access to the Chairman of the Audit Committee
as the case may be, in exceptional cases.

The Company affirms that in compliance with the
Whistle-Blower Policy/Vigil Mechanism no personnel
had been denied access to the Audit Committee. The

policy is available on the Company’s website and can
be accessed at https://sencogold.com/storage/files/
R7eLtDA8tjoHHZrDbBMZAYiTUNdv1dcaHa1WMnHc.
pdf

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

Information pursuant to the provisions of Section
134 of the Companies Act, 2013 and the rules
framed thereunder, relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, forms part of this Report and is given at
Annexure - V.

33. TRANSFER OF UNCLAIMED DIVIDEND
AND UNCLAIMED SHARES

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 which remain unpaid or
unclaimed for a period of seven consecutive 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”). In terms of the
foregoing provisions of the Act, there was no dividend
which remained outstanding or remained to be paid
and required to be transferred to the IEPF by your
Company during the year ended March 31,2025.

34. 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 Act (including any
statutory modification(s) or reenactment(s) for the time
being in force) other than those which are reportable to
the Central Government.

During the financial year 2024-25, the management
of your Company identified an incident of stock
misappropriation by an employee of the Company,
amounting to ? 26.80 million. The matter was promptly
reported to the Audit Committee and the Statutory
Auditors, following which a thorough investigation was
conducted. In accordance with Section 143(12) of the
Companies Act, 2013, the Statutory Auditors submitted
a report to the Central Government in Form ADT-4, as
prescribed under Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

Upon completion of a detailed internal investigation,
the Company took immediate and appropriate
corrective measures, including the termination of
employment of the employees involved and the
initiation of necessary legal proceedings to safeguard
your Company’s interests. Your company is in the
process of recovering the entire amount. As on the
date of this report, your Company has successfully
recovered an amount equivalent to C 16.90 million and
is hopeful for further recovery.

35. PREVENTION OF MONEY LAUNDERING
ACT

The Company has taken proper steps to comply with the
guidelines of the Prevention of Money Laundering Act
(PMLA) as applicable on the dealers in precious metals
and precious stones. The Company has registered
itself as a Reposting Entity with Financial Intelligence
Unit (FIU) and has appointed the Designated Director
and the Principal Officer in terms of the guidelines.
The PMLA laws requires such entities indulging in
cash transactions with a single customer repeatedly or
through a series of transactions in a month to report
the same to FIU when such transactions exceed Rs
10 lakh and also to report any suspicious transactions.

The Company has adopted procedures to check such
transactions. Proper KYC documents are being taken
from the customers and wherever applicable, reporting
with FIU is being done.

36. OTHER DISCLOSURES

During the year under review, your Company has:

(a) not made any application and no proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016.

(b) not made any application for One Time Settlement
(OTS) with any Banks or Financial Institution,
hence there has been no disclosure pertaining to
any details regarding the difference in valuation
between a one-time settlement and valuation for
obtaining loans from banks or financial institutions

(c) not issued shares with Differential Voting Rights
and Sweat Equity Shares.

(d) not paid any remuneration or commission to
Managing Director or the Whole-time Directors of
the Company from any of the subsidiary companies
of the Company.

(e) no significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s
operations in future.

(f) has not entered into any transactions with any
person or entity belonging to the promoter/
promoter group which hold(s) 10% or more
shareholding in your Company.

(g) met all debt obligations and did not default in
servicing any debts.

(h) no agreements binding under clause 5A of
paragraph A of Part A of Schedule III of the SEBI
Listing Regulations, 2015.

37. DIRECTOR’S RESPONSIBILITY
STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act,
the Board of Directors of the Company confirms to the
best of their knowledge and ability, that:

(a) in the preparation of the annual accounts for the
year ended on March 31, 2025, the applicable
accounting standards have been followed and
there are no material departures from the same;

(b) your 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 your Company at the end of the
financial year i.e., March 31,2025 and of the profit
of your Company for that period;

(c) your 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) your Directors had prepared the annual accounts
on a going concern basis;

(e) your Directors had laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls are adequate and
operating effectively; and

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

38. APPRECIATION AND
ACKNOWLEDGEMENT

The Board would like to acknowledge and place on
record its sincere appreciation to all stakeholders,
customers, shareholders, bankers, dealers, vendors,
karigars, government and other business partners
for the unstinted support received from them during
the year under review. The Board further wishes to
record its sincere appreciation for the significant
contributions made by employees at all levels for their
commitment, dedication and contribution towards the
operations of the Company. The Board also expresses
its appreciation to the working capital consortium
bankers who have continued to show their faith and
trust by providing and constantly enhancing working
capital facilities to us.

Your Board would also like to thank the investors,
merchant bankers, legal counsels and other
intermediaries involved with the QIP for helping the
Company achieve successful QIP.

Place: Kolkata For and on behalf of the Board

Date: 25^th July, 2025 sd/-

Ranjana Sen

Chairperson & Whole-Time Director
DIN:01226337

Your Directors have the pleasure of presenting the 30^th Annual Report of Senco Gold Limited (“the Company”) along with the Audited Financial Statement (both Standalone and Consolidated) for the financial year ended March 31, 2024. This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE and NSE hereinafter collectively referred as “Stock Exchanges”), the Board welcomes all the stakeholders and look forward to your faith and support in times to come.

1. FINANCIAL SUMMARY

A summary of the financial performance of the Company for the financial year ended March 31, 2024, on a standalone and consolidated basis, is as below:

(Amount in INR Million)

2. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the financial year, the Company came out with the Initial Public Offer through fresh issuance of shares and Offer for Sale.

The issue opened on July 04, 2023 and closed on July 06, 2023. Your Company successfully completed its Initial Public Offering (IPO) and raised INR 4,050 Million comprising of a fresh issue of 8,517,350 Equity Shares of Rs. 10/- each aggregating to INR 2,700 million by the Company and an offer to sale of 4,258,675 Equity Shares of Rs. 10/- each aggregating to INR 1,350 million by SAIF Partners India IV Limited (the Selling Shareholder). The issue was led by the book running Lead Managers viz. SBI Capital Markets Limited, IIFL Securities Limited and Ambit Private Limited.

The issue was oversubscribed around 77 times (i.e., around 16 times in Retail Individual Investor (‘RII), 190 times in the Qualified Institutional Buyer (‘QIB’), 68 times in the NonInstitutional Investor (‘NII) category).

Pursuant to the Initial Public Offer, the equity shares of the Company were listed in the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) on July 14, 2023. Your Company confirms that it has paid the Annual Listing Fees for the FY 2024-25 to BSE and NSE.

The Company had appointed ICRA Limited as the Monitoring Agency, in terms of the rules and regulations notified by SEBI, to monitor the utilisation of the funds raised through IPO. The reports of the monitoring agency were submitted with the Stock Exchanges on quarterly basis as per the prescribed guidelines. The proceeds raised through IPO were fully utilised

by the Company during the year under review in terms of the objects of the issue as stated in the Prospectus.

The Company have deployed the net IPO funds for working capital as per object of the issue and invested in new store capex and capacity building for future.

3. BUSINESS PERFORMANCE

During the year under review, the total Income from the operation was INR 52,724.23 million as compared to INR 41,072.65 million for the previous year on a standalone basis. The Net Profit was INR 1,887.50 million as compared to INR 1,609.13 million for the FY 2022-23 on a standalone basis.

Your Company is a leading pan-India jewellery retailer with a legacy of more than eight decades and largest in eastern India based on number of showrooms. In line with the growth strategy, the Company continued its business expansion with sharp focus on driving profitability and customer acquisition. During the year under review, the Company added 23 showrooms, thereby expanding its showroom portfolio to 159 (including 66 Franchisee showrooms) as at the end of the year, spread across India having various formats like Classic & Modern, DSignia, Everlite, House of Senco to cater to various customer segments. The Company diversified its product portfolio recently by launching “Sennes” Brand for leather bags and lab grown diamond jewellery.

During the year, the gold prices increased substantially continuing their upward journey throughout the year based on global uncertainty, war in Israel and middle east and higher buying by Central Banks across the globe. Even in

this challenging scenario, your Company achieved substantial growth. This growth was fuelled by maturity of existing showrooms, higher wedding sales and higher old gold exchange.

4. DIVIDEND

During the year, the Company paid an interim dividend of INR 1/- per share. In addition, the Board of the Company has recommended, subject to approval of the shareholders at the ensuing Annual General Meeting, a final dividend of INR 1/-per share for the year, thereby taking the total dividend for the year to INR 2/- per share amounting to dividend payout of 20%.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Board has approved the Dividend Distribution Policy, which specifies various factors/parameters to be considered while deciding to recommend or declare a dividend. The Dividend Distribution Policy of the Company is available on the Company’s website, at Dividend Distribution Policy.

5. TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the Financial Year 2023-24 appearing in the statement of profit and loss account.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

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

7. SHARE CAPITAL

The Authorized Share Capital of your company as on 31^st March,2024 stood at Rs. 1,14,00,00,000/- divided into 100,000,000 Equity Shares of Rs. 10/- each and 1,40,00,000 Compulsory Convertible Non-Cumulative Preference Shares of Rs. 10/- each and issued, subscribed and paid-up share capital was Rs. 77,70,41,730/- divided into 7,77,04,173 Equity Shares of Rs. 10/- each.

Pursuant to issue of 1,32,96,153 Equity Shares of face value Rs. 10/- each on conversion of Compulsory Convertible Preference Shares (CCPS), fresh issue under IPO of 8,517,350 Equity Shares of face value Rs. 10/- each and allotment of 41,017 Equity Shares of face value Rs. 10/- each as per the ESOP Scheme of the Company, the issued, subscribed and paid-up capital stands at Rs 77,70,41,730/- as on 31^st March 2024, increased from Rs 69,14,58,060/- as on 31^st March 2023.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act 2013

are given in the notes to financial statements. The Company has granted loans, provided guarantees and made investment in its wholly owned subsidiary(ies)) and other body corporate for their business purpose.

9. PUBLIC DEPOSITS/ JEWELLERY PURCHASE SCHEME

Your Company has been accepting advance from Customers under its jewellery purchase scheme “Swarna Yojana”, “Swarna Labh”. The scheme is to facilitate customers of the Company to purchase jewellery by making advance payments through easy monthly instalments and also get benefit in the form of discount at the time of purchase of jewellery, based on the duration of the scheme. The requisite details relating to such jewellery purchase scheme , covered under Chapter V of the Act are as under:

a) Accepted during the year: Rs. 216.11. Cr.

b) Remained unpaid or unclaimed as at the end of the year: Rs 156.39 Cr

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i) at the beginning of the year: NIL

ii) Maximum during the year: NIL

iii) at the end of the year: NIL

There were no deposits not in compliance with the requirements of Chapter V of the Companies Act, 2013. The Company has no advance from customers lying with it for more than three hundred and sixty-five days as on the end of the year under review.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiaries is included in the Consolidated Financial Statements of the Company. The Company has a policy for determining the materiality of a subsidiary, which is available at : POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

As of March 31,2024, your Company had the following wholly owned subsidiary companies:

i) Senco Gold Artisanship Private Ltd., India

Senco Gold Artisanship Private Limited (SGAPL) is a wholly owned subsidiary of the Company which was incorporated on 14^th October, 2020 and is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and jewellery made of silver, platinum and precious and semi-precious stones, gold coins and other metals. The separate audited

financial statements of SGAPL, are available on the Company s website on www.sencogoldanddiamonds. com/FinancialsofSencoGoldArtisanshipPvtLtd

ii) Senco Global Jewellery Trading LLC, Dubai, UAE

Senco Global Jewellery Trading LLC (SGJTL) was incorporated on 14^th February, 2023 in Dubai (UAE) as a wholly owned subsidiary of the Company as a part of the Company’s global expansion plan. SGJTL is engaged in the business of trading and retail of gold, diamond, stones and its jewelleries. The Company is also operating one retail store at Dubai, UAE. The separate audited financial statements of SGJTL, are available on the Company s website on www.sencogoldanddiamonds. com/FinancialsofSencoGlobalTradingLLC

Both these wholly owned subsidiaries are in the initial phase of their launch and have incurred initial losses during the year amounting to Rs 16.12 Million for Senco Gold Artisanship Private Limited and Rs 36.46 Million for Senco Global Jewellery Trading LLC which have been adjusted in consolidated financials.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Company’s subsidiary is enclosed as Annexure-I in the Form AOC-1, forming part of this report.

The Company does not have any Joint Venture or an Associate Company.

11. MANAGEMENT DISCUSSION AND ANALYSIS

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report.

12. BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORTING (BRSR)

The Securities and Exchange Board of India (SEBI), through a notification dated May 5, 2021, made certain amendments to the SEBI Listing Regulations. One of the key changes is the requirement to submit a Business Responsibility and Sustainability Report (BRSR) instead of the existing Business Responsibility Report. Furthermore, a circular also mandates the top 1,000 listed companies (by market capitalization) to comply from FY 2023-24 onwards. The Company has prepared the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2024, in accordance with the format prescribed in the SEBI Circular.

The Company believes that transparent, accurate, and comprehensive disclosure practices not only aid in strategic

decision-making but also help in demonstrating incremental value created for all groups of stakeholders.

The Business Responsibility & Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from a social and governance perspective, forms an integral part of the Annual Report.

13. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The following material changes took place in the FinancialYear

2023-24:

- The Company has allotted 85,17,350 equity shares of INR 10/- each issued at the price of INR 317/- per share under IPO;

- The Company has allotted 1,32,96,153 equity shares of INR 10/- each upon conversion of Compulsorily Convertible Cumulative Preference Shares (CCPs);

- The Company listed its equity shares on National Stock Exchange of India Limited and BSE Limited on July 14,

2023;

- Launch of Sennes Brand;

- Initial capital contribution towards launch of B2B and Retail Business in Dubai, UAE through wholly owned subsidiary which was launched in February, 2024.

Other than as disclosed in the financial statements, there have been no material changes or commitments, if any, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

14. RISK MANAGEMENT POLICY

In line with the regulatory requirement, your Company has framed Risk Management Policy to identify, analyse and prioritize risk, develop risk mitigation plan and reporting on the risk environment of the Company. Your Company continuously evaluates and monitors the various internal and external risks surrounding its business environment and seeks to mitigate and minimize any challenges or adverse impact on its business objective. Recommendations/ Observations of the Risk Management Committee are submitted to the Board. The Committee and the Board review the Risk Assessment procedures periodically to ensure that risks are controlled/ mitigated by the management.

During the period under review, the management identified and assessed strategic/technology, operational/business, industry/ regulatory, financial/legal and environment/ governance risks and opportunities. Risk treatment actions were defined to reach acceptable risk levels at each stage. The risks have been regularly reviewed by the Risk Management Committee from time to time during the year and necessary mitigation steps as advised have been taken by management team.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes to integrate social and environmental concerns in its business operations and interactions with its stakeholders. It has always worked toward building trust with all its stakeholders based on the principles of good corporate governance, integrity, equity, transparency, fairness, disclosure, accountability and commitment to values. The Company will work towards leveraging its expertise for various social causes and encourage its employees to volunteer for the CSR program of the Company.Your Company has well defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013. Your Company discharges its Corporate Social Responsibility obligations through registered Implementing Agency namely PC. Sen Charitable Trust by supporting projects in the areas of Health, Education, Women Empowerment, Environment Sustainability and Ecological Balance as prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure - II to this Report and the CSR Policy can be accessed using the link CSR Policy

16. CORPORATE GOVERNANCE

The Corporate Governance practice of your Company is a true reflection of the values and morale of the Company, which is committed to implementing the best practices of Corporate Governance and to managing the affairs of the company with integrity, transparency and accountability as the driving force.

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI Listing Regulations as amended from time to time. A separate section on Corporate Governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, forms part of this report.

17. EMPLOYEE STOCK OPTION SCHEME

Your Company grants Employee Stock Option that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the members of the Company and in terms of the provisions of applicable laws, your Company has duly implemented Senco Gold Limited Employee Stock Option Scheme —2018 (ESOPs, 2018 Scheme) as amended. The Nomination Remuneration and Compensation Committee is entrusted with the responsibility of administering the ESOPs, 2018 Scheme.

During the year under review, subsequent to the Initial Public Offering (‘IPO) of its equity shares, your Company suitably amended and ratified the ESOPs, 2018 Scheme by passing special resolution via Postal Ballot on June 07, 2024 to meet regulatory requirements mandated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”).

The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is www. sencogoldanddiamonds.com/Annual Disclosure ESOP

A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid scheme have been implemented in accordance with the SEBI SBEB Regulations, will be open for inspection at the ensuing 30^th Annual General Meeting.

18. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure -III to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as “the Act”) and Articles of Association of the Company, Mr. Suvankar Sen (DIN: 01178803), Managing Director & CEO, retires by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The brief resume and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure - A to the Notice of the 30^th Annual General Meeting.

During the year under review, Mr Vivek Kumar Mathur (DIN: 03581311) tendered his resignation as Nominee Director with effect from the close of business hours of 29^th February, 2024 due to withdrawal of Nomination by SAIF Partners India IV Limited post IPO following highest standards of corporate governance.

The details of Board and Committees composition, tenure of directors, areas of expertise, terms of reference and other details are available in the Corporate Governance Report that forms a part of this Annual Report.

Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that:

- they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

- as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors’ Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. A.K. Labh, Practising Company Secretary, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report.

Key Managerial Personnel

Mr. Surendra Gupta, resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 24^th June, 2024. Mr. Mukund Chandak was appointed as the Company Secretary & Compliance Officer via Board Resolution dated June 27, 2024, based on the recommendation of the Nomination Remuneration & Compensation Committee.

Mr Suvankar Sen (DIN : 01178803) continues to be the Managing Director & CEO of the Company & Mr. Sanjay Banka continues to be the Chief Financial Officer of the Company.

Number of meetings of the Board of Directors

During the year under review the Board of Directors held 14 meetings, the details of which are provided in the Corporate Governance Report. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI Listing Requirements, 2015. The details of Board Meetings held, and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance, forming part of this Report.

20. ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the Annual Return on the website at Investor Relations (sencogoldanddiamonds.com)

21. NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy (“NRC Policy”) in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The NRC Policy is available on the website of the Company at: NRC Policy

22. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination, Remuneration and Compensation Committee of the Company has laid down parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per the criteria laid down by the NRC Committee. The Board members were satisfied with the evaluation process.

23. BOARD INDUCTION, TRAINING AND

FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

Every Director is familiarised and oriented about the business and the key operational procedures of the Company by the Independent Professionals on a continuous basis through various presentations and sessions. They are provided deep insights on various matters including values, mission and vision of the Company, group & organisation structure, Board procedures, senior management, industry in which the Company operates, business & operations, strategies, competition, products and new launches, market presence, revenues, budgets, regulatory updates, sustainability, internal controls, material risks along with their mitigation plans.

The details of the above familiarization programmes for the Independent Directors can be accessed at : Policy for Familiarization for Independent Directors

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control is an essential part of the Corporate Governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published and other financial information disclosed by the Company provide a fair view on the Company’s financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company’s strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

Details in respect of adequacy of internal financial controls with reference to the financial statement are given in the Management’s Discussion and Analysis, which forms part of the Annual Report.

Your Company’s internal audit process is carried out by M/s Moore Singhi Advisors LLP, Internal Auditors at all business places across the country as well as our in-house Audit team regularly visit our own store to conduct the Branch Audit. The objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013 and corporate policies.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

25. RELATED PARTY TRANSACTIONS & CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of business and on an arm’s length basis. There were no Material Related Party Transaction by the Company during the year.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/ repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at Policy on Materiality of Related Party Transactions

26. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company confirms to the best of their knowledge and ability, that:

a. in the preparation of the Annual Accounts for the FinancialYear during the year under review, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company for the Financial Year during the year under review, and of its Profit and Loss for the FinancialYear ended on that date;

c. your 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. your Directors have prepared the annual accounts for the financial year during the year under review on a ‘going concern’ basis;

e. your Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

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

27. AUDITORS AND THEIR REPORT Statutory Auditor

The members at the 25^th Annual General Meeting had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) as the Statutory Auditors of the Company for a period of five years, to hold office until

the conclusion of the 30^th Annual General Meeting of the Company.

The Board of Directors based on the recommendation of the Audit Committee, proposed the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) as the Statutory Auditors of the Company for a further period of five years, from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company. M/s Walker Chandiok & Co LLP have confirmed that they satisfy the Independence criteria required under the Act and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirmed that they are eligible to be re-appointed and that they have not been disqualified in any manner from continuing as Statutory Auditor.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Statutory Auditors’ Report for FY 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the Financial Statements in this Annual Report.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, your Company has appointed M/s. A. K. Labh & Co., Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2023-24 Secretarial Audit Reports of the Company in the prescribed Form No. MR-3 is attached as Annexure —IV forming part of this Report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. A. K. Labh & Co., Company Secretaries as the Secretarial Auditor of the Company for the FY 2024-25.

Internal Auditors

M/s. Moore Singhi Advisors LLP, Chartered Accountants, were appointed as Internal Auditors of the Company for FY 202324. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. Moore Singhi Advisors LLP , Chartered Accountants as the Internal Auditors of the Company for the FY 2024-25.

28. SECRETARIAL STANDARDS

Your Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

29. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

Your Company believes in providing a safe and free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Committee. The Company has framed “Prevention of Sexual Harassment at Workplace Policy” which is available on the Company website at POSH Policy

During the year under review, no complaint has been received for sexual harassment of woman at workplace.

30. VIGIL MECHANISM

Your Company believes in conduct of the affairs of its business in a fair and transparent manner by adopting highest standards of honesty, integrity, professionalism and ethical behaviour. Your Company has established a Vigil Mechanism pursuant to Whistle-Blower Policy (“Policy”) in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations with a view to provide a platform and mechanism for Employees, Directors and other stakeholders of the Company to report actual or suspected unethical behaviour, fraud or violation of the Company’s Code of Conduct, ethics, principles and matters specified in the policy without any fear of retaliation and also provide for direct access to the Chairperson of the Audit Committee as the case may be, in exceptional cases.

The Company affirms that in compliance with the WhistleBlower Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee. The policy is available on the Companys website and can be accessed at Vigil Mechanism / Whistle Blower Policy

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

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure — V.

32. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

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”). In terms of the foregoing provisions of the Act, there was no dividend which remained outstanding or remained to be paid & required

to be transferred to the IEPF by the Company during the year ended March 31, 2024.

33. COST AUDIT

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.

34. 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 Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

35. PREVENTION OF MONEY LAUNDERINGACT

The Company has taken proper steps to comply with the guidelines of the Prevention of Money Laundering Act (PMLA) as applicable on the dealers in precious metals and precious stones. The Company has registered itself as a Reporting Entity with Financial Intelligence Unit (FIU) and has appointed the Designated Director and the Principal Officer in terms of the guidelines. The PMLA laws requires such entities indulging in cash transactions with a single customer repeatedly or through a series of transactions in a month to report the same to FIU when such transactions exceed Rs 10 lakh and also to report any suspicious transactions. The Company has adopted procedures to check such transactions. Proper KYC documents are being taken from the customers and wherever applicable, reporting with FIU is being done.

36. OTHER DISCLOSURES

During the year under review, the Company has:

a) not made any application and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

b) not made any application for One Time Settlement (OTS) with any Banks or Financial Institution.

c) not issued Shares with Differential Voting Rights and Sweat Equity Shares.

d) None of the Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries.

e) no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. It it pertinent to note that in recent Budget, Effective Customs duty ( inclusive of AIDC) on Gold has been reduced from 15% to 5%which may have a short term impact on profitability of company for FY 2024-2025 but will have long term ameliorative effect on Gold demand.

37. APPRECIATION AND ACKNOWLEDGEMENT

The Board would like to acknowledge and place on record its sincere appreciation to all stakeholders — shareholders, bankers, dealers, vendors, karigars and other business partners for the unstinted support received from them during the year under review. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company. The Board also expresses its appreciation to the working capital consortium bankers who have continued to show their faith and trust by proving and constantly enhancing working capital facilities to us.

Your Board would also like to thank the merchant bankers, legal counsels and other intermediaries involved with the IPO for helping the Company achieving successful IPO and listing. Your Board would also like to thank the regulatory authorities like SEBI, MCA and ROC for enabling the Company to take its equity story to the public market. Further your Board extends their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

For and on behalf of the Board

Ranjana Sen

Place: Kolkata Chairperson & Executive Director

Date: 13-08-2024 DIN: 01226337