Your Directors have pleasure in presenting the 20^th Annual Report of the Company along with the audited financial statements for the
financial year ended March 31,2025.

FINANCIAL SUMMARY

The financial performance of your Company on standalone basis is summarized below:

(' in crore, except earnings per share)

* Restated in accordance with IND AS 33 due to split of face value of equity shares of the Company from ' 10/- each to ' 1/- each during the
year under review.

company's performance and state of affairs

The Company is one of the prominent jewellery companies in
the organised jewellery retail sector in India. It is engaged in
the business of trade, manufacture and sale of gold, diamond,
precious stone, gold and diamond studded jewellery as well as
silver articles. There was no change in the nature of business of
the Company during the year.

The Company maintains a network of 52 showrooms including
3 franchisee showrooms under "PC Jeweller" brand located in
38 cities across India as on March 31, 2025. In addition to sale
of jewellery through showrooms, the Company also provide an
opportunity to its customers to buy the jewellery online.

The Company's wide range and variety of product offerings caters
to diverse customer segments, from the value market to high-
end customized jewellery. It includes traditional, contemporary
and combination designs across jewellery lines, usages and price
points. In view of the changing trends, customers' preferences
and demands, the Company launched a number of jewellery

designs and collections over the years. Some of the Company's
prominent jewellery collections are Anant, Dashavatar, Bandhan,
Amour, Wedding Collection, Animal Collection, Folia Amoris, The
Fluttering Beauty, Mens Collection, Hand Mangalsutra etc. The
focus on quality, design range and customer oriented policies
together with targeted marketing efforts, have enabled the
Company to develop strong brand recognition and customer
loyalty.

The Company's efforts in maintaining a balanced approach
towards the changing customer preferences and keeping its
products in harmony with the same helped the Company in
witnessing strong performance during the year. The impact of
increase in customer footfall and purchases resulted into increase
in the revenue from operations of the Company from ' 189.45
crore to ' 2,243.25 crore i.e. by more than 1,084% as compared to
previous year. Consequently, the Company witnessed a complete
turnout and recorded net profit of ' 575.09 crore as compared to
loss of ' 649.27 crore during the previous year.

During the year, the Company entered into a Joint Settlement
Agreement on September 30, 2024 with its Consortium Lenders
comprising of 14 Banks, after receiving their approvals /
acceptances of its One Time Settlement proposal for settling the
outstanding debts. During the year under review as well as on the
date of this report, the Company has discharged its obligations
as per the Settlement Agreement including allotment of equity
shares to Consortium Lenders to settle part of their outstanding
debts. Consequently, the Company's outstanding debts of Banks
were reduced by ~50% during the year.

Keeping in view the aforesaid positive developments, the
Company is once again focusing on increasing its brand presence
and has also started marketing initiatives for the same.

SHARE CAPITAL STRUCTURE

Authorised Share Capital: During the year, the following
changes had taken place in the authorised share capital of the
Company:

1) With effect from May 10, 2024, the authorised share capital
was increased from ' 760 crore comprising of 50 crore equity
shares of ' 10/- each and 26 crore preference shares of ' 10/-
each to ' 1,260 crore comprising of 100 crore equity shares
of ' 10/- each and 26 crore preference shares of ' 10/- each.

2) With effect from November 21, 2024, the composition of
authorised share capital is changed to ' 1,260 crore divided
into 1,000 crore equity shares of ' 1/- each and 26 crore
preference shares of ' 10/- each, due to sub-division / split
of face value of equity shares of the Company from ' 10/-
each to ' 1/- each.

Paid-up Share Capital: During the year, the following changes
had taken place in the paid-up share capital of the Company:

1) The Company made preferential allotment of 11,50,00,000
Fully Convertible Warrants ("Warrants") on September 30,
2024 and 36,58,02,500 Warrants on October 11, 2024 to
entities belonging to Promoter Group and Non-Promoter,
Public Category, after receipt of 25% of the Issue Price of
'56.20 per Warrant, as subscription amount in accordance
with the provisions of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018.

Subsequently, the Board of Directors ("Board") of the
Company vide resolutions passed by circulations on i)
October 15, 2024 allotted 4,35,972 equity shares (Face Value:
' 10/- each); ii) October 30, 2024 allotted 3,38,85,000 equity
shares (Face Value: ' 10/- each); iii) November 12, 2024
allotted 3,63,75,000 equity shares (Face Value: ' 10/- each);
iv) November 29, 2024 allotted 39,87,900 equity shares
(Face Value: ' 10/- each); and v) December 19, 2024 allotted
43,72,91,800 equity shares (Face Value: ' 1/- each), upon

conversion of Warrants after receipt of balance 75% of the
Issue Price per Warrant.

2) On and from the Record Date i.e. December 16, 2024, the
equity shares of the Company were sub-divided / splitted
such that 1 equity share having face value of ' 10/- each,
fully paid-up, stands sub-divided / splitted into 10 equity
shares having face value of ' 1/- each, fully paid-up, ranking
pari-passu in all respects.

3) The Board of the Company vide a resolution passed by
circulation on March 17, 2025 allotted 51,71,14,620 equity
shares (Face Value: ' 1/- each) to the Consortium Lenders
comprising of 14 Banks, against part of their outstanding
debts as per the Joint Settlement Agreement dated
September 30, 2024 entered into amongst the Company
and Consortium Lenders.

Consequently, the paid-up share capital of your Company
increased from ' 465,40,38,960/- comprising of 46,54,03,896
equity shares of ' 10/- each to ' 635,52,84,100/- comprising of
635,52,84,100 equity shares of ' 1/- each.

DIVIDEND

The Board has not recommended any dividend for the year.

transfer to reserves

The Board has not proposed transfer of any amount to the
reserves.

directors and key managerial personnel

Directors: During the year, the following changes had taken
place amongst the Directors of the Company:

Cessations: Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana
and Shri Miyar Ramanath Nayak ceased to be the Directors of the
Company with effect from September 13, 2024 upon completion
of their second and final term as Independent Directors of the
Company on September 12, 2024.

Appointments: After considering the skills, capabilities,
competencies and experience, the Board approved the
appointment / re-appointment of the following:

1) Shri Mahesh Agarwal as an Independent Director (Additional
Director) for a term of 5 consecutive years with effect from
September 30, 2024. The appointment was approved
by Members of the Company through Postal Ballot on
November 21,2024;

2) Shri Farangi Lal Kansal as an Independent Director
(Additional Director) for a term of 3 consecutive years with
effect from September 30, 2024. The appointment was
approved by Members of the Company through Postal
Ballot on November 21,2024;

3) Shri Vishan Deo as an Additional Director of the Company
with effect from September 30, 2024. The Board also
appointed him as a Whole-time Director with effect from
September 30, 2024 for a period of 3 years, liable to retire by
rotation. The appointment was approved by Members of the
Company through Postal Ballot on November 21,2024; and

4) Shri Ramesh Kumar Sharma as a Whole-time Director with
effect from February 7, 2025 for a period of 3 years, liable
to retire by rotation. The re-appointment was approved by
Members of the Company through Postal Ballot on January
11,2025.

Shri Mahesh Agarwal, Shri Farangi Lal Kansal, Shri Vishan Deo and
Shri Ramesh Kumar Sharma confirmed to the Company that they
are not debarred from holding the office of Director by virtue of
any SEBI order or any other such authority.

The Board is of the opinion that Shri Mahesh Agarwal and
Shri Farangi Lal Kansal, Independent Directors appointed
during the year, are persons of integrity and possesses requisite
skills, capabilities, expertise and experience for appointment as
Independent Directors.

As on March 31, 2025, the Board of the Company comprised of
total 6 Directors including 3 Executive Directors (Shri Balram Garg,
Shri Ramesh Kumar Sharma and Shri Vishan Deo) and 3 Non¬
Executive Independent Directors (Smt. Sannovanda Machaiah
Swathi, Shri Farangi Lal Kansal and Shri Mahesh Agarwal).

Shri Ramesh Kumar Sharma retires by rotation at the 20^th Annual
General Meeting ("AGM") of the Company and being eligible, has
offered himself for re-appointment as a Director of the Company.

Pursuant to Regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("LODR
Regulations") and Secretarial Standard 2 issued by the Institute
of Company Secretaries of India, the details of Shri Ramesh Kumar
Sharma form part of the Notice convening the 20^th AGM.

Key Managerial Personnel: During the year, the following
changes had taken place amongst Key Managerial Personnel of
the Company:

Cessation: Shri Sanjeev Bhatia ceased to be Chief Financial Officer
and Key Managerial Personnel of the Company with effect from
October 1,2024 consequent to his voluntary retirement effective
from end of the day September 30, 2024.

Appointment: Shri Vishan Deo, Executive Director (Finance)
was appointed as Chief Financial Officer of the Company and
designated as Executive Director (Finance) & Chief Financial
Officer with effect from October 1, 2024. Consequently, he was
also designated as Key Managerial Personnel of the Company
with effect from October 1, 2024.

As on March 31,2025, Key Managerial Personnel of the Company
comprised of Shri Balram Garg, Managing Director, Shri Vishan
Deo, Executive Director (Finance) & Chief Financial Officer and
Shri Vijay Panwar, Company Secretary.

subsidiary companies

As on March 31, 2025, the Company has 2 Indian and 1 Foreign
wholly owned non-material subsidiaries, as under:

i) Luxury Products Trendsetter Private Limited: It is

authorized to carry on the business of manufacturing,
trading and job working etc. of jewellery. It owns a jewellery
manufacturing unit at Jaipur. However, the same remained
non-operational during the year due to litigations with
Consortium Lenders of the holding company, as it is one of
the Corporate Guarantors for the credit facilities extended
by Consortium Lenders to the holding company. This
resulted into nil revenue from operations during the year
and it incurred net loss of ' 2.20 crore due to operational
expenses.

ii) PCJ Gems & Jewellery Limited: It is authorized to carry
on the business of manufacturing and trading of all kinds
of jewellery. However, it had not commenced business
operations during the year and incurred net loss of ' 0.01
crore.

iii) PC Jeweller Global DMCC: It was incorporated in Dubai
(United Arab Emirates) and is engaged in the business of
jewellery trading. During the year under review its revenue
from operations was ' 1.35 crore and it registered net profit
of ' 4.82 crore.

During the year, no company has become or ceased to be
subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (the "Act"), a statement containing salient features
of the financial statements of the subsidiaries (Form AOC - 1) is
annexed as "Annexure - 1" to this Report. Please refer Note 55 of
the consolidated financial statements for the financial year ended
March 31,2025 for the details of contribution of the subsidiaries to
the overall performance of the Company. The financial statements
of subsidiaries are available on the Company's website www.
pcjeweller.com in Investors section.

associate and joint venture companies

The Company do not have any associate or joint venture company
within the meaning of Section 2(6) of the Act and no company
has become or ceased to be associate or joint venture company
during the year.

consolidated financial statements

The consolidated financial statements of the Company have been
prepared in accordance with the accounting principles applicable

in India including Indian Accounting Standards (IND AS) specified
under Section 133 of the Act read with the Rules made thereunder
and forms part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of
Secretarial Standards 1 and 2 issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate
Affairs.

COST RECORDS

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

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

All Independent Directors of the Company had confirmed their
independence and submitted declaration of independence with
the Company in accordance with the provisions of the Act and
LODR Regulations. They had also confirmed that they are not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement
and without any external influence.

BOARD MEETINGS

During the year, 9 meetings of the Board of the Company were
held on April 16, 2024; May 30, 2024; July 13, 2024; July 29,
2024; August 14, 2024; September 30, 2024, October 19, 2024;
December 11,2024 and February 4, 2025 respectively.

AUDIT COMMITTEE

As on March 31, 2025, Audit Committee of the Company
comprised of 3 Independent Directors and 1 Executive Director
as its members. Smt. Sannovanda Machaiah Swathi, Independent
Director, is the Chairperson of the Committee. For further details,
please refer to Report on Corporate Governance.

PuBLIC DEPOSITS

During the year, the Company neither invited nor accepted any
deposits from the public under Chapter V of the Act. There was
no public deposit outstanding as at the beginning and end of the
year under review.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTEMENTS

The details of loans given and investments made are disclosed in
the notes forming part of the standalone financial statements by
the Company. The Company has not provided any guarantee.

PARTICULARS OFTHE CONTRACTS/ARRANGEMENTS
WITH RELATED PARTIES

All the related party transactions entered into by the Company
during the year were on an arm's length basis and in the

ordinary course of business. The Company had not entered into
any contract / arrangement / transaction with related parties,
which could be considered as material in accordance with the
Company's Policy on Materiality of and Dealing with Related Party
Transactions. Hence, disclosure in Form AOC - 2 is not required.
The details of transactions with related parties during the year
have been disclosed in Note 37 of the standalone financial
statements of the Company.

PARTICULARS OF TRANSACTIONS WITH ANY
PERSON OR ENTITY BELONGING TO PROMOTER
/ PROMOTER GROuP HOLDING 10% OR MORE
SHAREHOLDING

During the year, Shri Balram Garg and Smt. Krishna Devi were
holding more than 10% shares in the Company. The details of
transactions of the Company with them during the year are as
under:

RISK MANAGEMENT

The Company has put in place a Risk Management Policy to define
a framework for identification, assessment, categorisation and
treatment of risks and selecting appropriate risk management
approach. The Company's outlook in dealing with various risks
associated with the business includes the decision on acceptance
of risks, avoidance of risks, transfer of risks and risks tolerance
level. As on March 31, 2025, the Company's Risk Management
Committee comprised of 2 Executive Directors and 1 Independent
Director. For further details on Risk Management Committee,
please refer to Report on Corporate Governance.

INTERNAL CONTROL Systems

The Company has effective internal control systems in place
for ensuring smooth and efficient conduct of its business and
operations including adherence to the Company's policies and
safeguarding its assets etc.

The Company has also put in place adequate internal financial
controls commensurate with the size and nature of operations
of the Company. Such controls were tested and the test results
summary shown effective controls prevailing within the Company
during the year under review.

Internal auditor of the Company also periodically carried out
review of the internal control systems and procedures and their
reports were placed before Audit Committee for review. There
were no significant comments / findings in the reports of Internal
Auditor during the year under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT

There have been no material changes and commitments affecting
financial position of the Company between end of the financial
year and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, Foreign EXCHANGE EARNINGs
AND OuTGO

A) CONSERVATION OF Energy

The Company is committed towards conservation of energy
and emphasises on optimal use of energy and always
endeavour to avoid wastages at its premises.

B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and
development activities during the year.

C) FOREIGN EXCHANGE EARNINGS AND OuTGO

The Company's foreign exchange earnings and outgo during
the year were Nil.

DISCLOSuRE AS PER SEXuAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy against Sexual Harassment
in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules framed thereunder. The Company has also constituted
an Internal Complaints Committee for redressal of the complaints
on sexual harassment. The details relating to the complaints on
sexual harassment during the year is as under:

MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy, which
provides a formal mechanism for the employees and Directors
of the Company to report about unethical behaviour, actual or
suspected fraud or violation of the Company's code of conduct
and leak of unpublished price sensitive information etc. The Policy

also provides reassurance to them that they will be protected
from reprisals or victimization for whistle blowing.

During the year, the Company had not received any complaint
under Whistle Blower Policy and no complaint was pending
as on March 31, 2025. The Policy is available on the Company's
website and can be accessed through the link https://corporate.
pcjeweller.com/wp-content/uploads/2015/06/investors/
corporate-governance/fy-20/Whistle-Blower-Policy.pdf

BOARD EVALuATION

The Company has in place the Board approved criteria for
evaluation of performance of the Board, its Committees and
individual Directors. Annual performance evaluation of the Board,
its Committees and the Directors is carried out at the start of every
financial year on the basis of evaluation forms, which includes a
rating mechanism.

The Board carried out annual performance evaluation of its own
performance on the basis of evaluation forms received from all the
Directors. The performance of each Committee of the Board was
evaluated by the Board, based on evaluation forms received from
members of the respective Committee. Further, performance of
individual Directors (except Dr. Manohar Lal Singla, Shri Krishan
Kumar Khurana and Shri Miyar Ramanath Nayak, who ceased to
be Directors of the Company during the year under review) was
evaluated by Nomination and Remuneration Committee as well
as the Board on the basis of evaluation forms received from all
the Directors except the Director being evaluated. Independent
Directors also reviewed the performance of the Board and Non¬
Independent Directors at their separate meeting.

The criteria for performance evaluation of the Board and
its Committees amongst others include their composition,
processes, information and functioning, terms of reference of
the Committees, etc. The criteria for performance evaluation of
the Directors including Independent Directors amongst others
include their contribution at the meetings, devotion of time and
efforts to understand the Company, its business, their duties and
responsibilities and adherence to the code of conduct, etc.

Based on the feedbacks received, the consolidated report on
the performance of the Board, its Committees and individual
Directors for the year under review was placed before the Board.
The Board expressed satisfaction over the performance of the
Board, its Committees and the Directors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE

regulators or courts or tribunals

During the year, no significant / material orders had been passed
by the regulators or courts or tribunals impacting the going
concern status of your Company and its operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm
that:

a) i n the preparation of the annual accounts, the applicable
accounting standards had been followed and there were no
material departures from the same;

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

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

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

e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

EMPLOYEE STOCK OPTION PLAN

The Company has in place PC Jeweller Limited Employee Stock
Option Plan 2011 ("ESOP 2011"). ESOP 2011 is in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and no changes were made therein during the
year under review. During the year, no options were granted.

The disclosure relating to ESOP 2011 as required under the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 is available on the Company's website and can be
accessed through the link https://corporate.pcjeweller.com/
wp-content/uploads/2015/06/investors/downloads/FY-2026/
ESOP-disclosure-under-the-SEBI-SBEB-&-SE-Regulations-2021.
pdf. The certificate of Secretarial Auditor with respect to the
implementation of ESOP 2011 will be available for inspection by
Members during the 20^th AGM.

POLICY ON DIRECTORS' APPOINTMENT &
REMUNERATION And Criteria For Determining
QuALIFICATIONS, POSITIVE ATTRIBuTES &
INDEPENDENCE OF A DIRECTOR

Nomination & Remuneration Policy of the Company is designed
to identify the persons for appointment as Directors and who may
be appointed in Senior Management including Key Managerial
Personnel as well as determining the remuneration of the
Director, Key Managerial Personnel and other employees and to
attract, motivate and retain manpower by creating a congenial

work atmosphere, encouraging initiatives, personal growth and
team work by creating a sense of belonging and involvement,
besides offering appropriate remuneration packages.

The objective of Policy on Criteria for determining Qualifications,
Positive Attributes and Independence of a Director is to define the
criteria for determining the qualifications, positive attributes and
independence of a Director.

No changes have been made in both the policies during the year.
Both the policies are available on the Company's website and
can be accessed through the links https://corporate.pcjeweller.
com/wp-content/uploads/2015/06/investors/Nomination-
and-Remuneration-Policy.pdf and https://corporate.pcjeweller.
com/wp-content/uploads/2015/06/investors/Criteria-for-
determining-qualifications-etc-of-a-Director.pdf

DIVIDEND DISTRIBuTION POLICY

In terms of Regulation 43A of LODR Regulations, the Company
has in place a Dividend Distribution Policy. The Policy is available
on the Company's website and can be accessed through the link
https://corporate.pcjeweller.com/wp-content/uploads/2015/06/
investors/corporate-governance/Dividend-Distribution-Policy.
pdf

annual return

In accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014,
Annual Return is available on the Company's website and can
be accessed through the link https://corporate.pcjeweller.com/
annual-return/

auditors and their reports
statutory auditors

At the 18^th AGM of the Company held on September 30, 2023, M/s
A H P N & Associates, Chartered Accountants (Firm Registration
No. 009452N) were appointed as Statutory Auditor of the
Company w.e.f. August 22, 2023 to fill the casual vacancy and to
hold the office till the conclusion of the 18^th AGM and for further 5
consecutive years from the conclusion of the 18^th AGM.

The notes to the financial statements referred to in Statutory
Auditors' report are self-explanatory and do not call for any
further explanations or comments. However, the explanations
or comments of the Board on the qualification, reservation or
adverse remark or disclaimer made in Statutory Auditors' report
are as under:

1) Para 4 (i) of Independent Auditors' Report regarding
providing of discounts of ' 513.65 crore to export
customers during the financial year ended March 31,
2019

The Company had extended the discounts as on March 31,
2019 to its export customers in view of the genuine business

problems and operational issues being faced by them. The
discount extended amounted to one-time discount of 25%
of the export value of outstanding receivables as on March
31, 2019. The discount extended was in accordance with
the FED Master Direction No. 16/2015-16 dated January 01,
2016 issued by the Reserve Bank of India. Subsequently, the
Company had obtained approvals from Authorized Dealer
Banks for reduction in the receivables corresponding to
discounts amounting to ' 330.49 crore and approval for
the balance amount i.e. ' 183.16 crore is under process. The
discount extended was in accordance with the aforesaid
Master Direction and the management does not expect any
material penalty to be levied and therefore no provision for
the same has been recognized in the financial statements.

2) Para 4 (ii) of Independent Auditors' Report regarding
adequacy of the provision of expected credit loss
relating to overdue overseas trade receivables and
its consequential impact and adjustments on the
standalone financial statements

The Company has computed and applied cumulative
expected credit loss on the outstanding export receivables
of ' 265.10 crore as on March 31, 2025 and the same is in
accordance with the laid down accounting norms. The
Company is exploring various options for recovery of its
overseas trade receivables and is confident of the recovery
of the same.

3) Para 4 (iii) of Independent auditors' report regarding
inventory value and its consequential impact and
adjustments on the standalone financial statements

Pursuant to acceptance of its One Time Settlement proposal
by the Consortium Lenders, the Company entered into
a Joint Settlement Agreement on September 30, 2024
("agreement") with them. In terms of the Agreement, the
inventory lying at few locations of the Company is still under
the custody of Debt Recovery Appellate Tribunal. Hence,
the physical verification / inspection of the inventory at
these locations could not be conducted and the inventory
valuation is based on determination of estimated net
realizable value or cost whichever is lower in accordance
with the Indian Accounting Standards. The Company is
meeting its obligations as per the terms of the Agreement
and the management expect that the release of the relevant
inventory will take place soon.

4) Para ii (a) of Annexure - A to Independent Auditors'
Report regarding physical verification of inventory lying
at certain locations

The Auditor's observation is a statement of fact and the
management does not have anything further to comment
on the same.

5) Para iii (c), (d) and (e) of Annexure - A to Independent
Auditors' Report regarding loans / advances granted by
the Company

During the year, the Company has not granted any fresh
inter corporate loans. The loans extended by the Company
to its subsidiary and body corporates are old ones. Although
there are no specific schedule of repayment, but the loans
are to be repaid within specified time period and also
carries interest at agreed rates. The Company has also made
provision for impairment of loan in accordance with the laid
down accounting norms.

The staff advances have been extended to permanent
employees of the Company in the normal course for their
personal requirements.

6) Para xx (b) of Annexure - A to Independent Auditors'
Report regarding unspent CSR amount pursuant to
ongoing project not yet transferred to special account

The Company will do the needful in due course of time.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of the Company had appointed M/s R S Sharma
& Associates, Company Secretaries, a peer reviewed firm, as
Secretarial Auditor of the Company for the year under review.

Secretarial Audit Report for the year under review is annexed
herewith as "Annexure - 2" to this Report. The explanations or
comments of the Board on the observations made in Secretarial
Audit Report are as under:

1) Regarding the composition of the Board did not have
sufficient number of Directors liable to retire by rotation

The composition of the Board of the Company did not have
sufficient number of Directors liable to retire by rotation
till September 29, 2024, as the Company could not find a
suitable candidate for appointment as a Director (liable to
retire by rotation) on its Board. However, the Company had
complied with the requirement of Section 152(6) of the
Act after appointment of Shri Vishan Deo as an Additional
Director and Whole-time Director (liable to retire by rotation)
with effect from September 30, 2024. His appointment was
also approved by Members of the Company through Postal
Ballot on November 21,2024.

2) Regarding the unspent corporate social responsibility
amounts for the financial years 2020-21 and 2021-22
were not transferred to special account

The Company will do the needful in due course of time.

3) Regarding the composition of Audit Committee and
Nomination and Remuneration Committee not in

compliance with Sections 177 and 178 respectively of
the Act

The non-compliance occurred post completion of tenure of
3 Independent Directors of the Company on September 12,
2024 as those 3 Independent Directors were also members
of Audit Committee and 2 of them were also members of
Nomination and Remuneration Committee. However, both
the Committees were duly reconstituted in compliance with
applicable laws w.e.f. September 30, 2024 after appointment
of new Independent Directors on the Board of the Company.

4) Regarding non-compliance of Regulations 17(1) & (1 a) of
LoDR regulations for part of the year pertaining to the
Board composition and appointment of an Independent
Director, who has attained the age of 75 years

The non-compliance occurred post completion of tenure
of 3 Independent Directors of the Company during the
quarter ended September 30, 2024. However, the Company
has already complied with the applicable requirements and
paid the fines imposed by the stock exchanges within the
prescribed time.

5) regarding non-compliance of regulation 44 of LoDR
Regulations pertaining to submission of voting results
after the prescribed time

The delay in submission of voting results of Postal Ballot
Notice dated December 11,2024 was unintentional and due
to the circumstances beyond the control of the Company.
The Company paid the fines imposed by the stock exchanges
within the prescribed time.

6) regarding non-compliance of sEBI Circular dated June
21, 2023 pertaining to submission of applications
for trading approvals of stock exchanges after the
prescribed time

The delay in submission of applications for the trading
approvals of stock exchanges in relation to equity shares
allotted upon conversion of Fully Convertible Warrants
on October 30, 2024 was unintentional and due to the
circumstances beyond the control of the Company. The
Company paid the fines imposed by the stock exchanges
within the prescribed time.

appointment of secretarial auditor

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of LODR Regulations,
the Board of the Company at its meeting held on August 01,
2025 approved the appointment of M/s R S Sharma & Associates,
Company Secretaries, a peer reviewed firm, as the Secretarial
Auditor of the Company for a term of five consecutive years,
commencing from financial year 2025-26 till financial year 2029-30,

subject to the approval of Members of the Company at the 20^th
AGM.

details in respect of frauds

During the year under review, Statutory and Secretarial Auditors
of the Company have not reported any fraud under Section
143(12) of the Act.

management discussion and analysis

As per LODR Regulations, Management Discussion and Analysis
Report forms part of the Annual Report.

business responsibility and sustainability
report

As per LODR Regulations, Business Responsibility and
Sustainability Report forms part of the Annual Report.

report on corporate governance

As per LODR Regulations, Report on Corporate Governance forms
part of the Annual Report. The Corporate Governance Compliance
Certificate from Practicing Company Secretary is annexed as
"Annexure - 3" to this Report.

particulars of employees

The information required under Section 197(12) of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of
the Company is annexed as "Annexure - 4" to this Report.

corporate social responsibility

The Corporate Social Responsibility Policy of the Company lays
down the guidelines and mechanism for undertaking socially
useful programs for welfare and sustainable development of the
community, in the local area and around areas of operations of
the Company including other parts of the Country. The Policy
is available on the Company's website and can be accessed
through the link https://corporate.pcjeweller.com/wp-content/
uploads/2015/06/investors/corporate-governance/Corporate-
Social-Responsibility-Policy.pdf

During the year under review, the Company was not required
to spend any amount towards CSR activities because average
net profit of the Company as per Section 135(5) of the Act was
negative. Annual Report on CSR activities pursuant to Section
135 of the Act and the Rules made thereunder is annexed as
"Annexure - 5" to this Report.

disclosure about one time settlement

During the financial year ended March 31, 2024 ("Previous
Year"), the Company had submitted a One Time Settlement
("OTS") proposal with its Consortium Lenders comprising of total
14 Banks with State Bank of India being the Lead Bank. 2 Banks
had approved the Company's OTS proposal during previous year

itself and the remaining 12 Banks approved the same during
the year under review. Thereafter, the Company executed a
Joint Settlement Agreement with its Consortium Lenders on
September 30, 2024 for recording and implementing the terms
of the settlement. The terms of settlement include the discharge
and payment of outstanding debts of Consortium Lenders partly
by cash consideration and partly by conversion of debts into
equity. During the year under review as well as till the date of this
report, the Company met its obligations as per the terms of the
Agreement.

OTHER DISCLOSURES

During the year under review:

• No issue of equity shares with differential rights as to
dividend, voting or otherwise, was made.

• No issue of sweat equity shares to the Directors or employees
was made.

• Managing Director and Whole-time Directors of the
Company have not received any remuneration or

commission from any of the subsidiary(ies) of the
Company.

• The equity shares of the Company have not been suspended
from trading by the Securities and Exchange Board of India.

• Vide National Company Law Tribunal, Delhi ("NCLT") order
dated April 30, 2024, State Bank of India withdrawn its
petition filed with NCLT against the Company under the
Insolvency and Bankruptcy Code, 2016 ("IBC 2016") during
financial year ended March 31,2024. As on March 31, 2025
no such proceedings are pending against the Company
under IBC 2016.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere gratitude and
place on record appreciation for the continued support and
co-operation of the Company's Lenders, customers, suppliers,
investors and regulatory authorities. Your Directors also appreciate
the commendable efforts, teamwork and professionalism of the
employees of the Company at all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: New Delhi (RAMESH KUMAR SHARMA) (BALRAM GARG)

Date: August 01,2025 Executive Director Managing Director

DIN: 01980542 DIN: 00032083