The Board of Directors of your Company is pleased to present the First Annual Report along with the
audited financial statements, for the financial year ended 31^st March, 2025.

1, FINANCIAL RESULTS:

The abovementionedfigures are extracted fromfinancial statements prepared in accordance with the
Indian accounting standards (IND AS).

The Standalone Financial Statements of the Company for the financial year 2024-25 are prepared in
compliance with the applicable provisions of the Companies Act 2013 (the 'Act') including Indian
Ý Accounting Standards specified under section 133 of the Act. The audited Standalone Financial
Statements together with the Auditors' Report thereon forms part of the Annual Report of the
financial year 2024-25. The Auditors' Report on Standalone and Consolidated financials is unmodified.

2. COMPANY PERFORMANCE OVERVIEW AND OUTLOOK

Your Company recorded a total income of Rs. 64.601/- Crores for the financial year 2024-25. The Profit
after Tax of the Company was Rs. 6.585/- Crores in the year.

3. OUTLOOK OF THE BUSINESS

The Company "PNGS Reva Diamond Jewellery Limited has been formed by conversion of a Partnership
Firm "Gadgil Metals & Commodities" into a public limited company under the provisions of the
Companies Act, 2013 (Part I- Chapter XXI) w.e.f. 20^th December, 2024.

The promoters of P. N. Gadgil & Sons Limited as well as of PNGS Reva Diamond Jewellery Limited are
same. The business activity of the group company i.e. P. N. Gadgil & Sons Limited includes a diamond
business wherein the investment made is more than the prescribed limit of 20% of Net worth of the
Company. In order to cater to a wide range of customers and increase geographical presence, it is
proposed to transfer the current diamond business from the P. N. Gadgil & Sons Limited to your
company i.e. PNGS Reva Diamond Jewellery Limited. The transfer of undertaking through Business
Transfer Agreement ( "BTA") was a very thoughtful process of the promoters of the both the

companies amongst the various options available. And hence the Company had entered into a
Business Transfer Agreement on 31^st January, 2025 with P. N. Gadgil & Sons Limited, a group
company, for execution of a slump sale transaction of transfer of stock of diamonds at a value of Rs.
162.80 crores (plus government taxes as applicable).

4. DIVIDEND

The company had earned profits in FY 2024-25 i.e., the First Financial Year of the company the Board
has proposed to retain the profits of the company for future growth and expansion and does not
recommend any dividend to the shareholders of the Company for FY 2024-25.

The Dividend Distribution Policy of the Company (drafted in accordance with the provisions of
regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("LODR Regulations'")) is also hosted on the website of the Company and can be viewed at www.
revabypng.com.

5. TRANSFER OF PROFITS TO RESERVES

Your directors propose to carry forward the entire surplus.

6. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits under section 73 and 76 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended
from time to time.

7. RISK MANAGEMENT

The Company is in the process of setting-up of risk management framework which facilitates the
identification of risks and also mitigation thereof. There are no risks which in the opinion of your
board threaten the existence of the Company. The risk management measures taken by the Company
are commensurate with the current size of the business.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Board of Directors of the Company in its meeting held on 28^th April, 2025, has proposed to issue
bonus shares in the ratio of 3.5:1 to existing shareholders of the Company and capitalize the amount
of Rs. 18,00,00,000/- from the securities premium. The issue is subject to approval of shareholders in
the EOGM to be convened on 21^st May, 2025. After receipt of approval, the Board shall allot the
shares. There have been no other material changes and commitments which affect the financial
position of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

a. Composition of Board & Details of KMPs

As on 31^st March, 2025, the Board comprises of 3 Non-Executive Independent Directors and no
executive directors on Board.

CS Kirti Vaidya was appointed as a Company Secretary of the Company w.e.f 1^st January, 2025 who is
the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the
Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.

b. Appointment & Cessation during the year:

There is no appointment of Directors during the year as all the Directors are the First Directors of the
Company.

However, the Board in its meeting held on 28^th April, 2025 appointed following officials on the Board:

10. BOARD AND ITS COMMITTEE'S MEETINGS

During the financial year 2024-25, 7 Board meetings were held during the year. The maximum time
gap between any two meetings did not exceed the prescribed period of one hundred twenty days.
The details of the attendance of Directors at the Board Meetings are tabled below:

Attendance of Directors at Board Meeting:

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to
the best of their knowledge and ability hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

b) They 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 at the end of the financial year and of the profit of the company for the same period.

c) They 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) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down in the company that are adequate and were
operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and
such systems are adequate and are operating effectively.

12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under section
149(7) of the Companies Act, 2013 that he/she fulfils the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and all of them, in the opinion of the Board, are the persons of
integrity and possess relevant expertise and experience.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel of
the Company.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the
Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive
Directors are considered as Independent Directors:

a. - Mr. Ranjeet Sadashiv Natu (DIN: 02892084)

b. - Mr. Ravindra Kamalakar Lale (DIN: 02426754)

c. - Mrs. Aparna Prasad Purohit (DIN: 07145381)

In the opinion of the Board the persons appointed as Independent Directors possess relevant expertise,
experience (including the proficiency) and are persons with integrity. As required under Rule 6 of the
Companies (Appointment and Disqualification) Rules, 2014, all the Independent Directors have their
names included in the Independent Director Databank maintained by the Indian Institute of Corporate
Affairs prior to the date of their appointment to the Board of Directors of the Company.

13. COMMITTEES OF THE BOARD

During the year under review, no independent directors were appointed on the Board. Hence, the
Company had not formed any committees during the year. The Company had constituted various/
different committees in the Board Meeting held on 28^th April, 2025:

The composition of such Committees of your Board of Directors is given hereunder:

14. SECRETARIAL AUDIT REPORT

As per Section 204 of the Companies Act, 2013 and Rules made thereunder, every listed company and
every public company having a paid-up share capital of fifty crore rupees or more; or having a turnover
of two hundred fifty crore rupees or more; or every company having outstanding loans or borrowings
from banks or public financial institutions of one hundred crore rupees or more shall annex with its
Board's report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a
company secretary in practice, in such form as may be prescribed.

The above provision of the Act is not applicable to the Company for FY 2024-25. However, the Company
has voluntarily appointed CS Ruchi Bhave as the Secretarial Auditor of the Company for the financial
year 2024-25. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for
the year ended 31^st March, 2025. The Secretarial Auditor has not reported any fraud during the
financial year.

EXPLANATION ON SECRETARIAL AUDITORS REPORT.

The Secretarial Auditors Report are self-explanatory and therefore do not call for any separate or
further comments or explanations.

The Secretarial Auditor's Report forms part of this Annual Report, annexed as Annexure B.

15. STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), are appointed as
the 1^st Statutory Auditors of the Company to hold office until the conclusion of ensuing 1^st Annual
General Meeting ("AGM"). The appointment of the said audit firm is proposed for a period of five
consecutive years from the conclusion of the ensuing 1^st AGM till the conclusion of the 6^th AGM of the
Company to be held for the financial year 2029-30.

EXPLANATION ON AUDITORS REPORT STATUTORY AUDITOR.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not
call for any separate or further comments or explanations.

16. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSOANNEL AND SENIOR
MANAGEMENT

As required under Section 197 (12) of the Act read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel
drawing remuneration in excess of the prescribed limit under the said rules, are annexed as 'Annexure
C' to this Boards' Report. The Statement containing names of top ten employees, in terms of
remuneration drawn and the particulars of employees as required under 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 provided in a separate statement. In terms of proviso to Section 136(1) of
the Act, the Report and Accounts are being sent to the members excluding the aforesaid Annexure.
The said Statement is also open for inspection at the registered office up to the date of the ensuing
Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the
Company Secretary. - Not Applicable for Financial Year 2024-25.

17. SECRETARIAL STANDARDS

During the financial year under review, the Company in in adherence to the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

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

a. Energy Conservation: Not applicable

b. Technology Absorption, Adaptation and Innovation: Not applicable

c. Foreign Exchange earnings and outgo: Nil

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has neither granted any loans nor given any guarantees during the financial period
under consideration.

20. RELATED PARTY TRANSACTIONS

All the related party transactions carried out during the year were carried out on an arm's length basis
and in the ordinary course of business. There were no materially significant related party transactions
with the Company's Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company.

The particulars of contracts entered into during the year are given in Form AOC-2 enclosed as
Annexure 1.

The Board has approved a policy for related party transactions which is available on the Company's
website at www.revabypng.com.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial
Controls ("IFC") are laid down in the Company and that such controls are adequate and are operating
efficiently and effectively. However, the requirement of the Internal Financial Controls is not applicable
to Company for FY 2024-25.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Every listed company or the companies belonging to the following class or classes shall establish a vigil
mechanism for their directors and employees to report their genuine concerns or grievances-

(a) the Companies which accept deposits from the public;

(b) the Companies which have borrowed money from banks and public financial institutions in excess
of fifty crore rupees.

The above provision is Not Applicable to Company for FY 2024-25.

23. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Draft Annual Return as on 31^st March, 2025 is available on
Companies website on www.revabypng.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a Policy on Prevention of Sexual Harassment at workplace in line with

requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. Internal Committee(s) has been set up across all its required locations in India to address
complaints received regarding sexual harassment. There were no complaints reported during the
financial year 2024-25.

25. OTHER MATTERS

Your Directors state that during the financial year under review -

i. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and the Company's operations in future.

ii. No fraud has been reported by the Auditors to the Audit Committee or the Board under section
134(3).

iii. There is no change in the nature of the business of the Company.

iv. There is no proceeding pending under Insolvency and Bankruptcy Code, 2016

v. There is no instance of one-time settlement with any Bank or Financial Institution.

26. APPRECIATION

Your Board places on record sincere gratitude and appreciation for all the employees, customers,
vendors, investors, bankers, end users, dealers, distributors, business partners and other business
constituents during the year under review. We also thank the support received from various
government and regulatory authorities.

For and on the behalf of the Board of Directors
PNGS Reva Diamond Jewellery Limited

Sd/- Sd/-

Govind Vishwanath Gadgil Amit Yeshwant Modak

Director Whole Time Director & CEO

DIN:00616617 DIN:00396631

Place: Pune
Date: 5^th May, 2025