Your Directors have pleasure in presenting the 15th Annual Report on the business & operationsof the Company with the Audited Financial Statement for the year ended 31st March, 2025together with audited standalone financial statements and the report of the directors and theauditors thereon.
1. FINANCIAL SUMMARY:
PARTICULAR
YEAR ENDED31.03.2025(RS. IN LACS)
YEAR ENDED31.03.2024(RS. IN LACS)
Revenue from Operations
10,967.93
8,097.55
Other Income
5.15
10.32
Total Revenue from Operations
10,973.08
8,107.87
Less:-Expenses
10,521.20
7,816.99
Earnings/(Loss) before Tax, Interest, Depreciation &amortization (EBIDTA)
451.88
290.88
Less: Finance Costs
185.77
90.77
Less: Depreciation and amortization expenses for theYear
11.73
9.28
Profit/(Loss) before Taxation
254.38
190.83
Less: Tax expenses (Current Tax, Deferred Tax & IncomeTax related to earlier year)
69.13
45.08
Profit/loss for the Year from continuing operation
185.25
145.75
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
During the year under review, your Company has:
1. Earned Rs.185.25 lacs from sale of Gems and Jewellery as compared to Rs. 145.75 lacsregistering growth of 27.10%.
2. Registered EBIDTA of Rs. 451.88 lacs and PBT of Rs. 254.38 lacs as compared to Rs. 290.88lacs & Rs. 190.83 lacs during the previous year respectively,
The financial result as reflected in the Statement of Profit & Loss of the Company is self¬explanatory. The Company has made good progress and will continue to access the path ofsuccess in succeeding financial years and is hopeful for the bright future prospects.
Full version of the Annual Report 2024-25 containing complete Balance Sheet, Statement ofProfit & Loss, other statements and notes thereto, including financial statements, prepared asper the requirements of Schedule III to the Companies Act, 2013, Directors' Report (includingManagement Discussion & Analysis and Corporate Governance Certificate) is being sent viaemail to all shareholders who have provided their email address(es). Physical copies of AnnualReport will be sent to those shareholders who request for the same.
Full version of Financial Report 2024-25 is also available for inspection at the registered office ofthe Company during working hours up to the date of ensuing Annual general meeting (AGM). Itis also available at the Company's website (www.eightyjewels.in)
Your Directors feel it prudent to plough back the profit in the interest of the growth of theCompany. Keeping in view the requirement of the funds in future, your Directors have notrecommended any dividend for the year ended 31st March, 2025.
There was no change in the business of the company during the year.
Your Company has not transferred any amount to the General Reserves Account during theFinancial Year 2024-25
Following were the changes during the year:
As on March 31, 2025, the Authorised Share Capital of the Company was Rs. 11,00,00,000 (ElevenCrores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- each.
As on March 31, 2024, the total paid-up Equity Share Capital of the company was Rs.10,19,92,410 (Ten Crore Nineteen Lakhs Ninety Two Thousand Four Hundred Ten) divided into1,01,99,241 (One Crore One Lakh, Ninty Nine Thousand Two Hundred Forty One) equity shares ofRs. 10/- each.
There is no change in Share Capital of the Company.
During the year under review, 05 Board meetings were held on 22.05.2024, 06.06.2024,31.08.2024, 14.11.2024 and 27.03.2025.
Attendance record of directors, for the year 2024-25, is as follows:
S.No
Date of Board
Nikesh Bardia
Nitin Kumar Bardia
Ankita Bardia
Rishabh Jain
Pawan Bardia
1
22.05.2024
Present
Absent
2
06.06.2024
3
31.08.2024
4
14.11.2024
5
27.03.2025
A separate meeting of the Independent Directors was duly convened and held on 19.07.2024to discuss:
a) Review & Evaluation of the performance of Non-Independent Directors and the Boardof Directors as a whole.
b) Review of the performance of the Chairperson, Executive and Non-Executive Directorsof the Company.
c) Assessment of the quality, quantity and timeliness of flow of information between theManagement and the Board.
The Company has received necessary Declaration from each Independent Directors of theCompany as per the provisions of Section 149(7) of the Companies Act, 2013 that they meetthe criteria of Independence laid down in section 149(6) of the Companies Act, 2013 readwith the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has carried out annual performance evaluation of its own performance, the directorsindividually as well the evaluation of the working of its Audit Committee, Nomination &Remuneration Committee and Stakeholder Relationship Committee.
Your Directors make the following statements in terms of Section 134(3)(c) of the CompaniesAct, 2013 that—
a. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b. The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period;
c. The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis;
e. The internal financial control laid down by the directors are adequate and operatingeffectively; and
f. The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, ofthe Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force), the Companyhas appointed M/s. Singhal and Sewak, Chartered Accountants, Raipur (C.G) (FRN: 011501C)as the Statutory Auditor of the Company for a period of 5 Financial Year ending on 2026-27.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hasappointed M/s. Anil Agrawal & Associates, Company Secretaries, Raipur (C.G) (FRN:P2011CG076000) as the Secretarial Auditor to undertake the Secretarial Audit of theCompany for the Financial Year 2024-25.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 ofthe Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of theCompanies Act, 2013 (including any statutory modifications or re-enactments thereof, theCompany has appointed M/s. Kala Parakh & Farishta, Chartered Accountants, Raipur (C.G)(FRN: 010668C) as the internal Auditors of the Company for the Financial Year 2024-25.
There are no qualifications, reservations, adverse remarks or disclaimers in the statutoryAuditor's Report on the financial statements of the Company for the Financial Year 2024-25and hence does not require any explanations or comments by the Board.
The Internal Auditors' M/s. Kala Parakh & Farishta, Chartered Accountants, have issuedclean Internal Audit Report for the year ended March 31, 2025, as per the requirements ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Secretarial Audit Report received from the Secretarial Auditors of the Company for theFinancial Year 2024-25 is annexed herewith as "ANNEXURE 01".
There are no qualifications, reservations, adverse remarks or disclaimers in the SecretarialAuditor's Report on secretarial and other applicable legal compliances to be made by theCompany for the Financial Year 2024-25 and hence does not require any explanations orcomments by the Board.
During the year under review, the statutory auditors, the secretarial auditors or the internalauditors have not reported any instances of fraud committed against Company by itsofficers or employees under Section 143 (12) of the Companies Act, 2013 to tne AuditCommittee or the Board of Directors.
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued byInstitute of Company Secretaries of India relating to 'Meetings of the Board of Directors' and'General Meetings' respectively.
Maintenance of Cost record as specified by the Central Government under Section 148 (1) ofCompanies Act, 2013, is not required by the Company.
All related party transactions that were entered into by the Company during the financial year2024-25 were on arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the company with promoters,directors, key managerial personnel or related parties which may have a potential conflict withthe interest of the company at large. The Details of material contracts or arrangement ortransactions is annexed hereunder as "ANNEXURE 02"
The Policy on Materiality of Related Party Transactions, as adopted by the Board of Directors, isplaced on the website of the Company at https://eightviewels.in/policies/.
During the year under review the Company has not:
• given any loan to any person or other body corporate;
• given any guarantee or provided security in connection with a loan to any other bodycorporate or person;
• Acquired by way of subscription, purchase or otherwise, the securities of any other bodycorporate.
The Company has made investments and complied with the necessary formalities under theprovisions of Section 186 of the Companies Act, 2013 during the financial year 2024-25.
There were no deposits accepted or remaining with the company during the year.
The Company has maintained good industrial relations on all fronts. Your directors wish to placeon record their appreciation for the honest and efficient services rendered by the employees ofthe Company.
The Company has a professional Board with right mix of knowledge, skills and expertise with anoptimum combination of executive, non-executive and independent Directors including onewoman Director. The Board provides strategic guidance and direction to the Company inachieving its business objectives and protecting the interest of the stakeholders.
During the year, there was no change in Board of Directors. However Company Key ManagerialPersonnel Ms. Rishika Verma, Company Secretary & Compliance officer of the Company hasresigned from the position as on 27.03.2025.
Further after the financial year, Ms. Rishika Verma again appointed as Company Secretary &Compliance Officer of the Company w.e.f 28.05.2025
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, ifeligible, offer themselves for re-appointment at every AGM.
Consequently, Mrs. Ankita Bardia (DIN:09331383), Non- Executive Director of the Company willretire by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for re¬appointment in accordance with provisions of the Companies Act.
The Board of Directors has constituted Audit Committee comprising of three directors includingtwo Independent Director and all having financial literacy.
The committee was constituted on 08.12.2021 with the following members:
S. no.
Name of Chairman/ Member
Category
Mr. Rishabh Jain
Chairman
(Independent Director)
Mr. Pawan Bardia
Member (Independent Director)
Mr. Nikesh Bardia
Member (Managing Director)
There is no change in the members of the Committee. The Committee met 5 times during theyear 2024-25 and attendances of the members at these meetings are as follows:
Name of
Chairman/Membe
r
Date of Meetings
16.05.2024
18.07.2024
22.08.2024
07.11.2024
13.02.2025
The Functioning and terms of reference of the Audit Committee the role, powers and duties,quorum for meeting and frequency of meetings, have been devised keeping in view therequirements of Section 177 and all other applicable provisions of the Companies Act, 2013.
The Board of Directors has constituted Nomination and Remuneration Committee comprising ofthree directors including two Independent Director and one Non-executive director and all havingfinancial literacy.
The committee was constituted on 08.12.2021 with the following members on the committee:
Chairman (Independent Director)
Mrs. Ankita Bardia
Member (Non Executive Director)
There is no change in the members of the Committee. The Committee met twice during the year2024-25 and attendance of the members at these meetings is as follows:
udm u ivitrtruii
Name of Chairman/Member
10.04.2024
19.03.2025
Mr. Ankita Bardia
The Functioning and terms of reference of the Nomination and Remuneration Committee therole, powers and duties, quorum for meeting and frequency of meetings, have been devisedkeeping in view the requirements of Section 178 and all other applicable provisions of theCompanies Act, 2013.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on thewebsite of the Company at https://eightyjewels.in/policies/
The Board of Directors has constituted Stakeholder Relationship Committee comprising of threedirectors including two Independent Director and all directors having financial literacy.
S.no.
There is no change in the members of the Committee. The Committee met 4 times during theyear 2024-25 and attendance of the members at these meetings is as follows:
L
)ate of Meeting
04.04.2024
06.07.
2024
33.10.2024
07.01.2025
The Functioning and terms of reference of the Nomination and Remuneration Committee therole, powers and duties, quorum for meeting and frequency of meetings, have been devisedkeeping in view the requirements of Section 177 and all other applicable provisions of theCompanies Act, 2013.
Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on therecommendation of the Nomination & Remuneration Committee framed a policy for selection,nomination, appointment and remuneration of Directors suitably containing the criteriadetermining qualifications, positive attributes and independence of a Director. The policy isattached as "ANNEXURE 03" to the report.
The policy is also uploaded on the Company's website at https://eightviewels.in/policies/.
The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employeesof the Company is given in "ANNEXURE 04".
There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/- permonth in any part of the year or Rs. 1,02,00,000/- per annum or in excess of that drawn by theManaging Director or Whole-time Director or Manager, as prescribed in Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as"ANNEXURE-05".
In terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015,Management Discussion and Analysis report forms part of this Annual Report as "ANNEXURE 06".
As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not applyto company listed on SME Exchange. Hence, your Company being a company listed on BSE-SMEPlatform, preparation of corporate governance report is not applicable.
Your company has provided the facility to its shareholders for dematerialization of theirshareholding by entering into an agreement with the National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL).
The ISIN number allotted to the company is INE0KSN01014.
Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules madethereunder and Regulations 44 of the SEBI (Listing Obligations and Disclosures Requirements),Regulations, 2015, your Company is taking necessary steps to make available the facility to itsmembers the facility to exercise their right to vote by electronic means.
All matters relating to transfer/transmission of shares, issue of duplicate share certificates,payment of dividend, de-materialization and re-materialization of shares and redressal ofinvestors grievances are carried out by the Company's RTA i.e. M/s. Bigshare Services PrivateLimited, Mumbai.
The link to address Annual Report is https://eightyjewels.in/Annualreport/
The Company has in place adequate internal financial controls with reference to financialstatements. During the year, such controls were tested and no reportable material weakness inthe design or operations were observed.
The Company has an internal control system commensurate with the size, scale and complexity ofits operations. The scope and authority of Internal Audit functions have been defined in theInternal Audit scope of work to maintain its objectivity and independence, the Internal Auditfunctions reports to the Chairman of the Audit Committee of the Board. The Internal Auditdepartment monitors and evaluates the efficacy and adequacy of internal control system in theCompany, its compliance with operating system, accounting procedures and policies of theCompany and its subsidiaries. Based on the report of the Internal Auditors, process ownersundertake corrective actions in their respective areas and thereby strengthen the control.Significant Audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
The provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.However management is looking forward to make some corporate social projects.
A well-defined risk management mechanism covering the risk mapping and trend analysis, riskexposure, potential impact and risk mitigation process is in place. The objective of the mechanismis to minimize the impact of risks identified and taking advance actions to mitigate it. Themechanism works on the principles of probability of occurrence and impact, if triggered. Adetailed exercise is being carried out to identify, evaluate, monitor and manage both business andnon-business risks.
The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct' for thedirectors & employees of the Company as required under the provisions of Sec. 177 of theCompanies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules,2014.
The said Policy has been properly communicated to all the directors and employees of theCompany through the respective departmental heads and the new employees shall be informedabout the Whistle Blower Policy by the Personnel Department at the time of their joining.
The Whistle Blower Policy is available on the website of the Company athttps://eightyjewels.in/policies/
There are no applications made during the financial year 2024-25 by or against the company andthere are no proceedings pending under the Insolvency and Bankruptcy Code 2016.
38. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company has not made any one time settlement with any of its lenders.
There are no significant and material orders passed by the Regulators/Courts which would impactthe going concern status of the company and its future operations.
40. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO THE DATE OF THISREPORT:
There have been no changes or commitments affecting the financial position of the companyhave occurred between the end of the financial year to the date of this report.
To foster a positive workplace environment, free from harassment of any nature, we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which weaddress complaints of sexual harassment at the all workplaces of the Company.
Our policy assures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliant withthe law of the land where we operate. The Company has setup an Internal Complaints Committee(ICC) for redressal of Complaints.
During the financial year 2024-25, the Company has received NIL complaints on sexualharassment, out of which NIL complaints have been disposed off and NIL complaints remainedpending as of March 31, 2025.
The Policy on Prevention of Sexual Harassment at Workplace is available on the website of theCompany at https://eightyjewels.in/policies/
None of the companies has become Subsidiary or Associate of the Company during the FinancialYear 2024-25. Our Company has also not entered into any Joint Venture during the Financial Year2024-25.
The information on conservation of energy, technology absorption and foreign exchange earningsand outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 ofThe Companies (Accounts) Rules, 2014, is annexed herewith as "ANNEXURE 07".
The extract of the Annual Return of the company is placed on the website of the company andlink to the same is https://eightviewels.in/annual-report/
The Board expresses its sincere gratitude to the shareholders, bankers, State and CentralGovernment authorities and the valued customers for their continued support. The Board alsowholeheartedly acknowledges and appreciates the dedicated efforts and commitment of allemployees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
I) \ I ! 22nd August. 2025
sd/- sd/-
(Nikesdi Hardia) (Nitin Kumar Bardia)
Chairman & Whole-Time Director &
Managing Director Chief Financial Officer
DIN: 01008682 DIN: OIF 15731