The Directors of your company take immense pleasure in presenting the 9th Annual Report
on the business and operations of your Company along with the Annual Report and Audited
Financial Statements for the Financial Year ended on 31st March, 2025.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE:

The revenue from operations of the company for the year ended March 31, 2025 has been
increased from ?54,406.49 Lakhs to ? 58,778.71 Lakhs and the Net profit after tax has also
been increased from ? 4,953.48 Lakhs to ? 6,011.81 Lakhs during the year under report.

AMOUNT TRANSFERRED TO RESERVES:

Your directors do not propose transfer of any amount to the General Reserves. Full
amount of net profit is carried to reserve & Surplus account of the Company.

SHARE CAPITAL:

Authorized Capital:

There is no change in the Authorized and Paid up Share Capital of the Company during the
year under review. The authorized share capital of the company as on March 31, 2025 is
? 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore
Fifty Lacs Only) Equity Shares of ? 2.00 (Rupees Two Only).

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit Of employees.

As on the date of the report, the authorized share capital of the company is
? 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore
Fifty Lacs Only) Equity Shares of ? 2/-(Rupees Two Only).

Issued, Subscribed & Paid-Up Capital:

The present Issued, Subscribed and Paid-up Capital of the Company is ? 23,60,00,000/-
(Rupees Twenty Three Crore Sixty Lacs Only) divided in to 11,80,00,000 (Eleven Crore Eighty
Lacs) Equity Shares of ? 2.00 (Rupees Two Only).

The entire Paid-up Equity share Capital of the Company during the year is listed at National
Stock Exchange of India Limited and BSE Limited.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS
THE ACT ) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN
SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

There were no such instances during the year under review.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this report.

DIVIDEND:

No dividend has been recommended by the board of directors for Financial Year 2024-25:
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the Company's website- www.radhikajeweltech.com.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of chapter
V of the Companies Act 2013, and rules framed there under.

DIRECTORS AND KMP:

Re-appointment/Appointment

As per the provisions of the Companies Act, 2013, Hareshbhai Mathurbhai Zinzuwadia,
Whole-time Director (DIN: 07505968) retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends the
reappointment of Darshit Ashokbhai Zinzuwadia Whole-time Director of the company and
Rasiklal Prabhudas Bhanani (DIN: 09217522) Independent Directors of the Company whose
tenure as an Independent Directors will be expired on 25th June 2026 on recommendation
the Board of Directors in their meeting held on 29th March 2025 subject to approval of the

shareholders in the ensuing Annual General Meeting had been re-appointed for a further
period of five (5) years with effect from 26th June 2026.

On the recommendation of the Nomination and Remuneration Committee ('NRC'), CA
Pravinchandra Ratilal Dholakia (DIN: 00844014) and Nimit Jitendrabhai Pujara (DIN: 11021884)
who were appointed as an Additional - Independent Non-Executive Directors of the
Company with effect from March 29, 2025, in accordance with provisions of Sections 149,
150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the
time being in force), read with Schedule IV to the Act and Regulation 17(1A) and other
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, holds office upto the date of the ensuing AGM and being eligible, offer
their candidature for appointment as Independent Non-Executive Directors. And Further
On the recommendation of the Nomination and Remuneration Committee ('NRC') Mohil
Ashokbhai Zinzuwadia (DIN: 11021936) Jenil Hareshbhai Zinzuwadia (DIN: 11021922) who were
appointed as an Additional Directors of the Company with effect from March 29, 2025 in
accordance with provisions of Sections 149, 152, and other applicable provisions, if any, of
the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014, Regulation 17 and other applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association
of the Company holds office upto the date of the ensuing AGM and being eligible, offer their
candidature for appointment as Directors.

Declaration by Independent Director

Independent Director have given necessary declaration under Section 149(7) of the
Companies Act, 2013 and as per the said declarations, they meet the criteria of
Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company
pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,

2014:

(a) Ashokkumar MathurdasZinzuwadia - Managing Director

(b) HareshbhaiMathurbhaiZinzuwadia - Whole Time Director

(c) Darshit AshokbhaiZinzuwadia - Whole Time Director

(b) Vipulkumar Dhirendralal Parmar- CFO

(c) Aditi PrafulbhaiGorasia - Company Secretary and Compliance officer
There was no change in the KMPs during the year under review.

COMMITTEES OF THE BOARD:

The Company has constituted various committees. Following committees has been
established as a part of the best corporate governance practices and are in compliance
with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (LODR)
Regulation, 2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

4) Corporate Social Responsibility Committee

A detailed note on the board and its committees is provided in the Corporate Governance
Report forming part of this Annual Report.

BOARD EVALUATION:

Pursuant to the section 134 (p) of Companies Act,2013 read with Rule 8 (4) of Companies
Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance valuation of its own
performance, the Directors individually, as well as the Board Committees.

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.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration
Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

In today's economic environment, Risk management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures
in respect of the events that may pose risk for the business. Company's risk management
is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk /
potential risk, if any to the Company and implement the necessary course of action(s)
which the Board deems fit in the best interest of the Company.

Further almost all the business operations are being carried out directly under the
supervision and control of the Managing Director leaving no scope of any fraud or
irregularities.

MEETINGS:

During the year under review Six Board Meetings were convened and held. And Four Audit
Committee meeting were convened and held. The details of which are given in the
Corporate Governance Report, which forms a part of this Annual Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act,
2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented
in a separate section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all assets
are safeguarded and protected against loss from unauthorized use or disposition and that
transaction are authorized, recorded and reported correctly. The Company has effective
system in place for achieving efficiency in operations, optimum and effective utilization of
resources, monitoring thereof and compliance with applicable laws.

AUDITORS:

(A) Statutory Auditors

M/s. Panchal S K & Associates, Chartered Accountants, (ICAI Firm Registration No. 145989W)
was appointed as Statutory Auditors of the Company for a period of 5 years pursuant to
Section 139 of the Companies Act, 2013 at Annual General Meeting held on 30/09/2023 to
hold office upto the conclusion of 12th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes on the Financial
Statements is enclosed to this Report. The Auditors' Reports do not contain any

qualification, reservation, adverse remarks or disclaimer. The observations made in the
Auditors' Report are self-explanatory and therefore do not call for any further
comments

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act
and Rules framed there under.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed Sandip
Naidyapara of S. V. Nadiyapara and Co., Practicing Company Secretary, Rajkot to conduct
Secretarial Audit for the financial year 2023-24. The Company provided all assistance and
facilities to the Secretarial Auditor forconducting their audit. The Secretarial Audit Report
for the financial year ended March 31, 2025 is annexed herewith marked as Annexure B to
this Report. The report does not contain any qualification, reservation and adverse
remarks.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not made any transactions, as stated in Section 186 of the Companies
Act, 2013 and hence the details are not applicable to the company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance
and adhere to the corporate governance requirements set out by Companies Act, 2013.
The report on Corporate Governance as stipulated under Companies Act, 2013 forms part
of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto is disclosed in Form
No. AOC -2 annexed as Annexure C with this report. Your Company's Policy on related Party
Transactions, as adopted by the Board, can be accessed on the company's website.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and 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 the 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 of Directors and the designated
employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT:

This is to inform that the Company has adopted a Code of Conduct for its employees
including the Directors. We confirm that the Company has in respect of the financial year
ended 31st March, 2025 received from the senior management team of the Company and
the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act,
2013 read with Companies (Meetings of Board and Its Powers) Rule, 2014 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a
Whistle Blower Policy to provide a mechanism to its directors, employees and other
stakeholders to raise concerns, violation of legal or regulatory requirements,
misrepresentation of any financial statement and to report actual or suspected fraud or
violation of the Code of Conduct of the Company.

DISCLOSURE UNDER WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ENVIRONMENT, HEALTH AND SAFETY:

The Company is conscious of the importance of environmentally clean & safe operations.
The Company's policy requires conduct of operation in such a manner, so as to ensure
safety of all concerned, compliances environmental regulations and preservation of natural
resources.

INDUSTRIAL RELATIONS:

Relations with the Company's employees continue to be cordial. The Company has a good
track record of harmonious relations with employees and all stake holders

PARTICULARS OF EMPLOYEES:

The information pertaining to Section 197(12) read with Rule 5(1) of the companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) of the Company has been
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board.

In compliance with Section 135 of the Act, the Company has undertaken CSR activities,
projects and programs as provided in the CSR Policy of the Company. The brief outline of
the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure-E of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The company considers social responsibility as an integral part of its business activities and
endeavors to utilize allocable CSR budget for the benefit of society. The CSR initiatives
company are on the focus areas approved by the Board benefiting the community.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

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

Part (A) & (B) pertaining to conservation of energy and technology absorption are not
applicable to your Company.

(C) Foreign exchange earnings and Outgo:

The company has neither earned nor outgo of foreign exchange.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments which has occurred between the end of
the financial year of the Company to which the financial statements relate and the date of
the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013,
it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2025 and of the
profit of the Company for the year ended on that date;

c) The Directors have 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 have prepared the annual accounts on a 'going concern' basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, team spirit, cooperation and dedication during
the year.

Your directors place on record their sincere thanks to bankers, suppliers, business
associates, consultants, and various Government Authorities for their continued support
extended to your Company's activities during the year under review. Your directors also
acknowledge gratefully the shareholders for their support and confidence reposed on the
Company.

Date: 06.06.2025 Sd/-

Place: Rajkot

For and on behalf of the Board of Directors
RADHIKA JEWELTECH LIMITED

Ashokkumar M. Zinzuwadia
Managing Director
(DIN No: 07505964)