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Company Information

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AAYUSH ART AND BULLION LTD.

05 December 2025 | 12:00

Industry >> Textiles - General

Select Another Company

ISIN No INE777X01017 BSE Code / NSE Code 540718 / AAYUSHBULL Book Value (Rs.) 22.52 Face Value 10.00
Bookclosure 29/06/2024 52Week High 1084 EPS 1.18 P/E 915.56
Market Cap. 1652.87 Cr. 52Week Low 501 P/BV / Div Yield (%) 47.93 / 0.00 Market Lot 250.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the 16th Directors' Report on the business and
operations of AAYUSH ART AND BULLION LIMITED (The Company) together with the
Audited Financial Statements of Accounts of the Company for the Financial Year ended
March 31, 2025

1. Financial Result:

(Amount in Lakhs)

Particular

FY 2024-25

FY 2023-24

Total Income

7378.28

774.40

Total Expenditure

7137.04

751.23

Profit / (Loss)

Before Tax

241.24

23.17

Less: Tax Expense

Current Tax

(61.45)

(8.33)

Tax of Earlier Period
Provided/ Written back

-

11.00

Deferred Tax

0.88

0.39

Profit / (Loss) After Tax

180.68

26.23

Earning per Equity Share
(Face Value Rs. 10)

Basic

1.29

0.41

1.29

0.27

Diluted

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31st March, 2025, the Company has recorded total revenue
of INR 7377.23 Lakhs/- (Indian Rupees Seven Hundred Seventy Four Lakh Forty Thousand
Only) as against INR 733.20 Lakhs/- in the previous year,

Further, During the reporting period the Company has earned Net Profit of INR 180.68 /-Lakhs
as against INR 26.23 /-Lakhs in the previous year.

3. SHARE CAPITAL STRUCTURE OF THE COMPANY:

AUTHORIZED CAPITAL:

During the year under review, the Authorized Share Capital from is Rs. INR 17,00,00,000
(Indian Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh Only)
Equity Shares of Rs. 10 each.

PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up capital is Rs. 15,31,21,750 /- (Rupees Fifteen Crore Thirty-
One Lakh Twenty-One Thousand Seven Hundred Fifty only) divided into 1,53,12,175 (One
Crore Fifty-Three Lakh Twelve Thousand One Hundred Seventy-Five) equity shares of Rs. 10/-
(Rupees Ten only) each. Which was increased from Rs. 12,41,21,750 /- (Twelve Crore Forty-
One Lakh Twenty-One Thousand Seven Hundred Fifty) divided into 1,24,12,175(One Crore
Twenty-Four Lakh Twelve Thousand One Hundred Seventy-Five) equity shares of Rs. 10/-
(Rupees Ten only) each.

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Company has transferred ^180.67 lakhs from its profit to retained earnings.

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

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

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of the report, your company has the following Directors
and Key Managerial Personnel:

S.

No

Name of
Director

Designation

DIN/ PAN

Date of
Appointment

Date of
Resignation

1

Maulik

Rajendrabhai

Shah

Managing

Director

07578813

13/03/2024

2

Piyush Parmar

Director

09634827

13.03.2024

-

3

Bhavnaben

Prahaladbhai

Trivedi

Additional

Director

11048317

21/05/2025

4

Afsar Khan
Ismail

Independent

Director

(Additional

Director)

11189994

16/07/2025

5

Dharmesh

Pravinbhai

Sanghvi

Independent

Director

(Additional

Director)

10297944

04/09/2025

6

Bhagyashri

shyambihari

agrawal

CFO

AURPA9823

A

07/07/2025

7

Mr. Pankaj
Kumar Rawat

Company
Secretary &
Compliance
Officer

AVMPR0513N

24/01/2024

8

Ms. Punam Anil
Mohod

Additional

Woman

Director

10692712

04.07.2024

21.05.2025

During the year under review following Changes were made in Board of Directors and KMP of
the Company

• Mr. Mahavir Rameshchandra Chudasama (DIN: 10429758) resigned from the post Director
with effect from 24th November, 2024.

• Mr. Pradipbhai Rathod (DIN: 10429763) resigned from the post Director with effect from
16th July, 2025.

• Mr. Hirwani Jayantibhai Vaghela (DIN: 10168242) resigned from the post executive Director
with effect from 04" April, 2024.

• Ms. Jagrutiben Deepakbhai Parmar (DIN: 09588467) from the Position of Non- Executive
Director with effect from 04" April, 2024.

• Mrs. Punam Anil Mohod (DIN: 10692712) Appointed as Additional Woman Director in the
category of Non-Executive Director of the Company with effect from 04th July, 2024

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 15 (Fifteen) meetings of the Board of Directors were held.
The dates on which the said meetings were held:

• 04-04-2024

• 25-04-2024

• 06-05-2024

• 30-05-2024

• 04-06-2024

• 04-07-2024

• 09-07-2024

• 16-07-2024

• 20-07-2024

• 21-08-2024

• 24-08-2024

• 07-11-2024

• 14-11-2024

• 07-12-2024

• 29.03.2025

The intervening gap between any two Meetings was within the period prescribed under the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.

12. BOARD COMMITTEES:

At present, the Board has following Three (3) Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable
provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the
Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance
reviewed from time to time. Meetings of each of these Committees are convened by the
respective Chairperson of the Committee. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review from time
to time. The Minutes of the Committee Meetings are sent to all members of the Committee
individually and are placed before the Board for review from time to time.

AUDIT COMMITTEE:

The Audit Committee of the Board is responsible for oversight of the Company’s financial
reporting process and the disclosure of its financial information to ensure that the financial
statements are correct, adequate and credible; and for reviewing the annual financial statements
before submission to the Board. The Committee periodically reviews the adequacy of internal
control systems.

The Committee reviews the financial and risk management policies of the Company.

During the year under review, 2 (Two) meetings of the Audit Committee were convened and
held on the dates mentioned below: 1

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended
is as follows:

Name of the Director

Category

No. of Meeting
eligible to
Attend

No. of

Meeting

Attended

Mahavir Rameshchandra1
Chudasama

Chairman (Non¬
Executive Independent
Director)

02

02

Pradipbhai Rathod**

Chairman (Non¬
Executive Independent
Director)

02

02

Piyush Parmar

Member (Non-Executive
Director)

02

02

Afsar Khan Ismail***

Member ((Non-Executive
Independent Director)

-

-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination
and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a
Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior
Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial
Personnel.

During the year under review, one (1) meeting of the Nomination and Remuneration Committee
were convened and held on the dates mentioned below: 2

The detail of the composition of the Nomination and Remuneration Committee along with their
meetings held/attended is as follows:

Name of the Director

Category

No. of Meeting
eligible to
Attend

No. of

Meeting

Attended

Mahavir Rameshchandra*
Chudasama

Chairman (Non¬
Executive Independent
Director)

01

01

Pradipbhai Rathod**

Chairman (Non¬
Executive Independent
Director)

01

01

Piyush Parmar

Member (Non-Executive
Director)

01

01

Afsar Khan Ismail***

Member ((Non-Executive
Independent Director)

-

-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder
Relationship Committee to look into the redressal of complaints of investors such as transfer or
credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was
convened and held on March 29, 2025.

The detail of the composition of the Stakeholders Relationship Committee along with their
meetings held/attended is as follows:

Name of the Director

Category

No. of Meeting

No. of

eligible to

Meeting

Attend

Attended

Mahavir Rameshchandra*
Chudasama

Chairman (Non¬
Executive Independent
Director)

01

01

Pradipbhai Rathod**

Chairman (Non¬
Executive Independent
Director)

01

01

Piyush Parmar

Member (Non-Executive
Director)

01

01

Afsar Khan Ismail***

Member ((Non-Executive
Independent Director)

-

-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY:

There were no material changes and commitments accured from the end of financial year upto this
report that may affect financial position of the Company.

However, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we wish to inform that material changes have occurred after the close of the
financial year ended March 31, 2024, which are likely to affect the financial position of the Company.
The Board of Directors, at its meeting held on July 20, 2024, approved the allotment of 23,00,000
(Twenty-Three Lakhs) fully convertible equity warrants on a preferential basis to promoters at an
issue price of Rs. 112.60/- per warrant (comprising Rs. 28.15 as warrant subscription price and Rs.
84.45 as warrant exercise price), aggregating to Rs. 25.89 crores. The Company has received Rs. 6.47
crores as 25% upfront warrant subscription money. Each warrant is convertible into one fully paid-
up equity share of face value Rs. 10/- each. Additionally, the Board approved the cancellation of
30,00,000 convertible warrants originally issued on January 16, 2023, due to non-exercise within the
prescribed period. Pursuant to receipt of the balance 75% consideration (Rs. 84.45 per warrant), the
Company allotted 9,00,000 and 14,00,000 equity shares respectively at Rs. 112.60 per share,
including a premium of Rs. 102.60 per share. Following these allotments, the Company’s paid-up
equity share capital increased from Rs. 13,91,21,750 (comprising 1,39,12,175 equity shares) to Rs.
15,31,21,750 (comprising 1,53,12,175 equity shares). Further, the Board approved a proposal to raise
funds through a rights issue of equity shares for an amount not exceeding Rs. 49.50 crores, subject to
receipt of regulatory and shareholder approvals.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186
of the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control
(IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to the company’s policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information. The company has a well-placed,
proper and adequate Internal Financial Control System which ensures that all the assets are
safeguarded and protected and that the transactions are authorized recorded and reported correctly.
To further strengthen the internal control process, the company has developed the very comprehensive
compliance management tool to drill down the responsibility of the compliance from the top
management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory
auditors.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate
Governance is not annexed.

18. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual Director to
the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent directors, at which the performance of
the board, its committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director being
evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering
various parameters such as their familiarity with the Company's vision, policies, values, code of
conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings
constructively by providing inputs and provide suggestions to the Management/Board in areas of
domain expertise, whether they seek clarifications by raising appropriate issues on the presentations
made by the Management/reports placed before the Board, practice confidentiality, etc. It was
observed that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2)
& (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in “Annexure-VII” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore there
is no requirement to attached Form AOC-2 in Annexure ‘V’ Related party transactions if any, are
disclosed in the notes to financial statements.

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca)
of the Companies Act, 2013.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no subsidiary/associates/Joint Venture. Hence,
provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated
financial statements are not applicable.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management
about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism
provides for adequate safeguards against victimization of employees and Directors who use such
mechanism and makes provision for direct access to the chairman of the Audit Committee in
exceptional cases.

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

During the period under review no material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

26. DIRECTORS’ RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

(b) That in the preparation of the annual accounts for the financial year ended 31st March, 2025 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(c) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
company for the year review;

(d) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;

(e) That the directors had prepared the annual accounts for the financial year ended 31st March, 2025
on a going concern basis;

(f) That 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

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

27. AUDITORS & AUDITOR’S REPORT:

Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the
Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General
Meeting held on June 29, 2025. Their tenure is effective from April 1, 2024, to March 31, 2029, at a
remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of
Directors from time to time.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory
Auditors in their Report.

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2025, does not contain any qualification,
reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and
Notes forming part of the Financial Statements are self-explanatory and do not call for any further
comments and also, there is no incident of fraud requiring reporting by the auditors under section
143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the
financial statements in this Auditor’s Report.

Secretarial Auditor:

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 has appointed
M/s Sulabh Jain & Associates, Practicing Company Secretaries, to undertake the secretarial audit of
the Company for the Financial Year 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2025 does not contain any
qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as
provided by the Secretarial Auditor has been annexed to the Report. (Annexure-VIII).

Secretarial Audit Report (Form MR-3) provided by secretarial auditor is self-explanatory
Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is
not applicable to the Company.

Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read
with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

The Company has appointed M/s Appa & Associate, Chartered Accountants (FRN: 141467W), to
undertake the Internal audit of the Company for the Financial Year 2024-2025.

28. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.akmlace.com

29. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarizations programme. The Company also conducts orientation

programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Director is disclosed on the
Company’s website www.akmlace.com

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure - IX”.

31. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members
and Senior Management Personnel of the Company. The Code is intended to serve as a basis for
ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each
individual in the organization must know and respect existing laws, accept and provide appropriate
professional views, and be upright in his conduct and observe corporate discipline. The duties of
Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also
forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm
compliance with the Code of Conduct annually.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
redresses complaints received on sexual harassment. During the financial year under review, the
Company has not received any complaints of sexual harassment from any of the women employees
of the Company.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016).

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING

LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS
THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-IX”.

36. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are
present which may threaten the existence of the company. During the year, your Director’s have an
adequate risk management infrastructure in place capable of addressing those risks. The company
manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures
periodically. The company’s management systems, organizational structures, processes, standards,
code of conduct and behaviour together form a complete and effective Risk Management System
(RMS).

37. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and certain designated employees of the Company. The Code requires
pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company
shares by the Directors and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed. The
Board is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

38. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

39. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will
comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI) as and when they are made mandatory.

40. CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially different from any future
results, performances or achievements that may be expressed or implied by such forward looking
statements.

41. STATEMENT ON OTHER COMPLIANCES

Your Director’s state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive

any remuneration or commission.;

42. WEBSITE OF THE COMPANY:

Your Company maintains a website www.akmlace.com where detailed information of the Company
and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.

43. ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2025
will be available on the website of the Company i.e., at www.akmlace.com

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There were no significant and material order passed by the regulators or Courts or Tribunal's
impacting the going concern status of your Company and its operation in future.

45. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

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

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is
no requirement to give details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

47. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL
INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial
institutions. As a result, no valuations were necessary.

48. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person.
The Directors wish to convey their appreciation to all of the Company’s employees for their
contribution towards the Company’s performance. The Directors would also like to thank the
shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other
business associates for their continuous support to the Company and their confidence in its
management.

For and on behalf of
AAYUSH ART AND BULLION LIMITED
(Formerly known as AKM Creations

Limited)

Date: 04-09-2025 Sd/- Sd/-

Place: Delhi Maulik Rajendrabhai Shah Piyush Parmar

Managing Director Director

DIN: 07578813 DIN: 09634827

1

May 30, 2024

• November 14, 2024

2

July 07, 2024