PNGS Gargi Fashion Jewellery Ltd Directors Report

2. OPERATIONS OF THE COMPANY AND THE STATE OF COMPANYS AFFAIRS

Your Company is engaged in the retail business of costume and fashion jewellery under the brand name "Gargi by P. N. Gadgil & Sons" which was launched in 2021 under the fashion jewellery segment. The Company deals in 92.5% certified sterling silver jewellery, brass and copper jewellery, idols and other gift articles. The Company commenced commercial sale of 14 Carat Gold studded with natural diamond jewellery from October 2023. During the financial year, your Company has reported a total revenue of Rs. 5110.12 Lakhs against Rs. 2882.74 Lakhs in the previous financial year. The net profit for the current financial year stood at Rs. 845.85 Lakhs against Rs. 468.34 Lakhs in the previous financial year.

Listing fees and the custodian charges to depositories, for the FY 2023-24 have been paid to BSE, NSDL and CDSL respectively.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialized mode as on 31^st March, 2024. The ISIN of the Equity Shares of your Company is INE0NT601018.

3. EXPANSION

As on date, the Company has opened several Point of Sales (POS) and exclusive brand store franchisees over various locations like Hyderabad, Bengaluru, Kolkata, Nashik, Mumbai, Pune, Chennai, Shillong and Kanpur. The Company now has 30 franchise stores with P. N. Gadgil & Sons Limited, 20 Shop In Shops and 5 exclusive brand stores. This expansion has exceeded the projected growth plan for the financial year.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

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

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial period of the Company to which the financial statements relate and the date of this report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators, courts or tribunals, which affect the going concern status of the Company and its operations in future.

8. RESERVES

The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profits of Rs. 845.85 Lakhs earned during the financial year 2023-24 have been retained in profit and loss account.

Q The Board of Directors do not recommend any dividend for the financial year ended on 31^st March, 2024 in order to conserve resources for future development.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board of your Company comprises of 6 Directors including 3 NonExecutive Directors and 3 Independent Directors of which 1 is a woman director.

Appointments/ Resignations:

During the year under review, the Board of Directors at its Meeting held on 10^th May, 2023, recommended the appointment of Mr. Ranjeet Natu (DIN: 02892084), Mr. Ashok Gokhale (DIN: 02415119) and Mrs. Sweta Khandelwal (DIN: 00098451) as Independent Directors of the Company, in accordance with the provisions of Sections 149, 150, 152, 160 read with Schedule IV of the Act the Companies (Appointment and Qualifications of Directors) Rules,

2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) to the shareholders.

The shareholders at their meeting held on 30^th June 2023 approved the appointment of Mr. Ranjeet Natu (DIN: 02892084), Mr. Ashok Gokhale (DIN: 02415119) and Mrs. Sweta Khandelwal (DIN: 00098451) as Independent Directors of the Company.

Ms. Bhargavi Kulkarni, Company Secretary tendered her resignation on 06^th May, 2024 from the position of Company Secretary and Compliance Officer w.e.f. close of the business hours^,^ 28^th June 2024.

On the basis of representations received from the Directors, none of the Directors of the ^ Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the financial year 2023-24.

Retirement bv Rotation:

Pursuant to Section 152 of the Companies Act 2013 read with Article 94 of Articles of Association of the Company, Mr. Amit Modak (DIN : 00396631) Director of the Company is liable to retire by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Declarations given bv Independent Directors under Section 149(6) of the Companies Act, 2013:

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.

During the FY 2023-24 separate meeting exclusively of Independent Directors was held on 19^th January 2024.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors state as under -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

13. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure - A to this report.

14. COMMITTEES OF BOARD Audit Committee

Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. The members of the Committee are as follows:

1. Mr. Ranjeet Sadashiv Natu, Independent Director, Chairman of the Committee

2. Mrs. Sweta Ashish Khandelwal, Independent Director

3. Mr. Aditya Amit Modak, Director

Further, there were no such instances where the recommendation of the Audit Committee were not accepted by the Board during the financial year under review.

Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of following members:

1. Mr. Ashok Namdeo Gokhale, Independent Director, Chairman of the Committee

2. Mr. Ranjeet Sadashiv Natu, Independent Director

3. Mr. Govind Vishwanath Gadgil, Director

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company at https://www.gargibypng.com/corporate-policies/

Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013. The Committee consists of following members:

1. Mr. Ranjeet Sadashiv Natu, Independent Director, Chairman of the Committee D 2. Mrs. Sweta Ashish Chandrakant Khandelwal, Independent Director 3. Mr. Aditya Modak, Director

This Committee is primarily responsible to review all matters connected with the Companys transfer/ transmission of securities and redressal of shareholders / investors / security holders complaints.

The Committee met once on 19^th January, 2024 during the year under review and all the members attended the meeting.

Borrowing Committee

Your Board has constituted Borrowing Committee in view of need for operational convenience. The Committee consist of following members:

1. Mr. Govind Vishwanath Gadgil, Director

2. Mr. Amit Yeshwant Modak, Director

3. Mr. Aditya Amit Modak, Director

This Committee is authorized to borrow in the form of fund based and non-fund credit facilities from Bankers, financial institutions, bodies corporate and other eligible entities upto the amount approved by the Board of Directors of the Company from time to time.

15. ANNUAL RETURN

As per the Companies (Management and Administration) Amendment Rules, 2020 dated 28^th August, 2020, the Annual Return is being placed on the website of the Company https://www.gargibypng.com/.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into contracts / arrangements / transactions with the related parties (RPTs) during the financial year 2023-24, which were on arms length basis and in the ordinary course of business. Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company.

The Company has related party transactions with P. N. Gadgil & Sons Limited during the financial year. Though the transactions during the financial year are at arms length and in Q ordinary course of business, considering the quantum of the transactions, the Board has decided to voluntarily put the resolution for shareholders approval. Disclosure in Form AOC-2 is enclosed herewith as Annexure - B

There have been no materially significant related party transactions with the Companys Promoters, Directors and others as defined in Section 2(76) of the Companies Act, 2013 which may have potential conflict of interest with the Company at large.

In compliance with the provisions of the Companies Act, 2013, each transaction as entered by the Company with its related parties is placed before the Audit Committee. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions pursuant to the omnibus approval so granted, a detailed quarterly statement of such RPTs is placed before the Audit Committee for its review. The policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://www.gargibypng.com/corporate-policies/

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has neither granted any loan, given any guarantees during the financial period under consideration. The Company has made investments in Government Securities amounting to Rs. 19.97 Lakhs which are within the limits approved by the shareholders Section 186 of the Companies Act, 2013.

18. DEPOSITS

Your Company has not accepted any deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No deposits

remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

19. UNSECURED LOANS

The Company has not accepted fresh unsecured loan from any of the Directors/ their relatives.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes in giving back to the society in a meaningful way. The Company recognizes the importance of Corporate Social Responsibility and strives to make a positive impact on the environment. It believes in empowering communities and making a difference in peoples lives. The Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company https://www.gargibypng.com/corporate-policies/. The Board of Directors formulate, implement, monitor and review the impact of the Corporate Social Responsibility (CSR) initiatives of the Company.

A detailed report on the Corporate Social Responsibility is enclosed as an Annexure D to this report.

21. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD

No company has become or ceased to be subsidiary, joint venture or associate company during the year under review.

22. PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

As the Company does not have any Subsidiary/Joint Venture/Associate Company as on March 31^st, 2024, hence there is nothing to report for the year under review.

23. SECRETARIAL STANDARDS

The Company generally complies with all applicable secretarial standards, issued by the Council of the Institute of Company Secretaries of India and made applicable as per Section 118(10) of the Companies Act, 2013.

24. COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate affairs from time to time, regarding maintenance of Cost records, are not applicable to the company.

25. RISK MANAGEMENT

Every business is subject to risks, uncertainties that could cause actual results to differ materially from those contemplated. The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

26. CASES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. The Internal Complaints Committee(s) (ICC) has been set up by the Company to redress complaints received regarding sexual harassment and No compliant has been received till date.

Policy is available on the website of the Company at https://www.gargibypng.com/corporate- policies/

During the year under review, in this regard,

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rule 2013, the report for the year ended on March 31, 2024

No. of Complaints received in the year Nil No. of complaints disposed off in the year; Nil Cases pending for more than 90 days; Nil

No. of workshops and awareness programmes conduced in the year; Nil Nature of action by employer or District Officer, if any Nil

^27. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The formal evaluation mechanism has been adopted to assess the performance of the Board as well as its Committees and Individual Directors of the Board.

This structured evaluation process encompasses several aspects, including composition of the Board & Committees, experience and competencies, performance of specific duties and obligations, attendance and contribution at Board meetings / Committee meetings / General meetings, preparedness for meetings, effective decision making ability, knowledge of sector where Company operates, understanding and avoidance of risk while executing functional duties, successful negotiating ability, initiative to maintain corporate culture, commitment, dedication of time, leadership quality, attitude, initiatives and responsibilities undertaken, achievements etc.

In a separate meeting of Independent Directors held on 19^th January, 2024, the performance of non-independent Directors, the Board as a whole, and the Chairman were evaluated considering the perspectives of executive and non-executive Directors. The said meeting was attended by all the Independent Directors.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial to the progress of the Company.

28. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has implemented a Board Diversity Policy, establishing criteria for both appointment and continuance of Directors, at the time of re-appointment of director in the Company. According to this policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of directors required by the directors for the effective functioning of the Board. The Nomination and Remuneration Committee is responsible for recommending remuneration of the Directors, within the overall limits defined by the Act and outlined in the Remuneration Policy.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

No disclosures are required to be made regarding the conservation of energy, technology absorption and foreign exchange as stated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Foreign Exchange earnings and outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL

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Foreign Exchange outgo during the year in terms of actual outflows: NIL

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place a Whistle Blower Policy, which serves as a vigil mechanism, enabling Directors and employees to formally report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The Policy is accessible on the website of the Company at https://www.gargibypng.com/corporate- policies/

31. ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Your Board has laid down policies and processes with respect to internal financial controls and such internal financial controls are adequate and operating effectively. The internal financial controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to Companys policies, safeguarding of the assets of the Company, prevention, and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

32. AUDITORS AND THEIR REPORTS Statutory Auditors

The Company has appointed M/s Khandelwal Jain & Associates, Chartered Accountants, Pune (FRN 139253W) as Statutory Auditors of the Company in 12^th Annual General Meeting held on 31^st August 2021 to hold the office till the conclusion of the Annual General Meeting of the Company to be held in the year 2026 for the financial year ending 31^st March 2026.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the Financial Year 2023-24, 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.

Secretarial Auditors

The Company had appointed M/s Dakhawe Apte & Associates, Company Secretaries (UCN PH2022MH090400) as Secretarial Auditors of the Company for FY 2023-24, however, due to the death of Mr. Raghunath Apte, Partner, Dakhawe Apte & Associates, on 08th April, 2024 the Secretarial Auditors expressed their inability to continue.

The Company appointed Ms. Ruchi Bhave, (M. No. 59597, CP 29017) Company Secretary, as the Secretarial Auditor of the Company in the Board Meeting held on 24^th April, 2024 in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2023-24.

The report of the Secretarial Auditor MR-3 for the financial year 2023-24 is enclosed as Annexure E to this Boards Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has appointed M/s Joshi & Sahney, Chartered Accountants, Pune (FRN 104359W) as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2023-24.

33. REPORTING OF FRAUDS BY AUDITORS

¦ - ¦ During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Boards report in this regard.

X^34. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - C to this Report, attached hereto.

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-^35. COMPANYS WEBSITE

Your Company has its fully functional website www.gargibypng.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

36. CORPORATE GOVERNANCE

Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has been practicing sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

37. FINE/ COMPOUNDING AMOUNT PAID DURING THE YEAR

Fine levied by BSE: The Company had submitted its financial results for the quarter and year ended 31st March, 2023 to BSE on 10th May, 2023, i.e. complying with the prescribed time limit as per Reg. 33 of SEBI (LODR) Regulations, 2015. However, the financial results were required to be submitted in a specified format including the figures for the preceding six months as per BSE guidelines. Consequently, the Company incurred a fine of Rs. 35,000/- plus GST for the alleged delayed submission of financial results. The Company paid the said fine and has also applied for a waiver of the fine emphasizing that the financial results were originally submitted within the stipulated timeframe and there was no delay. The application for waiver dated 10th October, 2023 is still under process.

Compounding amount paid to Department of Legal Metrology: On July 10, 2023, the company paid Compounding amount of Rs. 1,25,000/- pursuant to a compounding order received from the Department of Legal Metrology in response to the compounding application filed for notice received with regard to alleged violation of Section 18 (1)/ 36 (1) of the Legal Metrology Act,

2009, inter alia, for not mentioning inclusive of all taxes with MRP and the address of manufacturer/ packer and customer care number.

38. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015

The Company had estimated utilization of Rs. 412.6 Lakhs (including original allocation of Rs. 350 Lakhs for FY 23-24 and amount of deviation for FY 22-23 Rs. 62.6 Lakhs) towards funding Working Capital requirements of the Company. All the funds were completely utilized during the financial year. The Company has completely utilized the funds allocated for General Corporate Purposes of Rs. 176.95 Lakhs in the FY 23-24. Entire funds raised through the Initial Public Offer have been fully utilized in the FY 23-24.

39. DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

3 There is nothing to report under this for the year under review.

40. DETAILS ON ONE TIME SETTLEMENT

There is nothing to report under this for the year under review.

41. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the co-operation extended by the Bankers of the Company, Stakeholders, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the period under review.

The Board further take opportunity to place on record its deep appreciation for the committed efforts by the employees of Company at all the levels.

Date: 06.05.2024 Place: Pune

For & on behalf of the Board PNGS Gargi Fashion Jewellery Limited

Sd/-

Govind Vishwanath Gadgil

DIN:00616617 Chairman & Director 576, N C Kelkar Road, Shaniwar Peth Opp Kesari Wada, Pune 411030