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

FINANCIAL HIGHLIGHTS

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

(Amount in INR Million)

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

1. FINANCIAL PERFORMANCE

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

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

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

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

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

2. EQUITY FUNDS RAISED THROUGH
QUALIFIED INSTITUTIONS PLACEMENT

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

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

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

3. SUB-DIVISION/SPLIT OF THE EQUITY
SHARES

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

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

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

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

4. DIVIDEND

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

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

5. DIVIDEND DISTRIBUTION POLICY

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

6. TRANSFER TO RESERVES

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

7. CHANGE IN NATURE OF BUSINESS.

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

8. SHARE CAPITAL

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

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

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

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

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

9. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENT

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

10. PUBLIC DEPOSITS/ JEWELLERY
PURCHASE SCHEME

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

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

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

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

(i) at the beginning of the year: NIL

(ii) Maximum during the year: NIL

(iii) at the end of the year: NIL

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

11. DETAILS OF SUBSIDIARY, JOINT
VENTURE OR ASSOCIATE COMPANIES

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

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

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

(i) Senco Gold Artisanship Private Limited

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

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

(ii) Senco Global Jewellery Trading LLC, UAE

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

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

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

(iii) Sennes Fashion Limited

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

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

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

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

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

12. MANAGEMENT DISCUSSION AND
ANALYSIS (MDA)

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

13. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

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

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

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

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

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

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

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

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

15. RISK MANAGEMENT FRAMEWORK

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

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

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

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

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

16. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

17. CORPORATE GOVERNANCE

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

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

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

18. EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

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

19. PARTICULARS OF EMPLOYEES AND
MANAGERIAL REMUNERATION

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

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

20. DETAILS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

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

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

Declaration of independence

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

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

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

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

Key Managerial Personnel

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

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

Number of meetings of the Board of Directors

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

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

Separate meeting of Independent Directors

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

21. ANNUAL RETURN

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

22. NOMINATION AND REMUNERATION
POLICY

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

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

23. PERFORMANCE EVALUATION

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

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

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

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

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

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

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

25. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

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

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

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

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

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

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

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

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

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

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

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

27. AUDITORS AND THEIR REPORT
Statutory Auditor

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

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

Secretarial Auditor

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

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

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

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

Internal Auditors

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

Cost Audit

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

28. SECRETARIAL STANDARDS

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

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

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

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

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

30. THE MATERNITY BENEFIT ACT, 1961

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

31. VIGIL MECHANISM

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

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

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

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

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

33. TRANSFER OF UNCLAIMED DIVIDEND
AND UNCLAIMED SHARES

In accordance with the provisions of Sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividends which remain unpaid or
unclaimed for a period of seven consecutive years from
the date of transfer to the Unpaid Dividend Account
shall be transferred by the Company to the Investor
Education and Protection Fund (“IEPF”). In terms of the
foregoing provisions of the Act, there was no dividend
which remained outstanding or remained to be paid
and required to be transferred to the IEPF by your
Company during the year ended March 31,2025.

34. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER
THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any
statutory modification(s) or reenactment(s) for the time
being in force) other than those which are reportable to
the Central Government.

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

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

35. PREVENTION OF MONEY LAUNDERING
ACT

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

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

36. OTHER DISCLOSURES

During the year under review, your Company has:

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

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

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

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

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

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

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

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

37. DIRECTOR’S RESPONSIBILITY
STATEMENT

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

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

(b) your Directors had selected such accounting
policies and applied them consistently and made

judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of your Company at the end of the
financial year i.e., March 31,2025 and of the profit
of your Company for that period;

(c) your Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

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

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

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

38. APPRECIATION AND
ACKNOWLEDGEMENT

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

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

Place: Kolkata For and on behalf of the Board

Date: 25^th July, 2025 sd/-

Ranjana Sen

Chairperson & Whole-Time Director
DIN:01226337