As on: Oct 16, 2026 04:54 PM
Dear Members,
The Board of Directors are pleased to present the Company s 39th Annual Report on the business and operations of your Company ( the Company or Goldiam ), along with the audited financial statements (Standalone & Consolidated) for the F.Y. ended March 31, 2026.
FINANCIAL RESULTS
(Rs. in Lakhs)
Consolidated Performance
During the financial year ended March 31, 2026, your Company recorded a consolidated turnover of ` 97685.69 lakhs as compared to the turnover of ` 78097.82 lakhs in the previous financial year ended March 31, 2025 thereby consolidated turnover increased by 25.08% over previous year. The consolidated Profit before tax and exceptional items were ` 23082.10 lakhs as against ` 17251.77 lakhs of the previous year resulted in an increased of consolidated profit approximately by 33.80% over previous year. The consolidated Profit after tax stood at ` 17059.33 lakhs as compared to the profit of ` 11710.49 lakhs in the previous year.
Standalone Performance
The Company has achieved a standalone turnover for FY 2025-26 was of ` 52957.43 lakhs over the turnover of
` 61061.13 lakhs during the previous year reflects a decline of 13.27% over the corresponding financial year ended March 31, 2025. The standalone profit after tax of the Company decreased by 19.65% from ` 5054.57 lakhs to
` 6290.99 lakhs in the FY 2025-26.
INDIAN ACCOUNTING STANDARDS
Your Company and its subsidiaries had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind AS Financials for the year ended March 31, 2026 along with comparable as on March 31, 2025.
FINANCE
Cash and cash equivalent as at March 31, 2026 was
` 11,134.92 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
BORROWINGS
Total long-term standalone borrowings of the Company stood at ` Nil as on March 31, 2026 and short-term borrowings were ` 3220.20 lakhs as on March 31, 2026.
CONSOLIDATED FINANCIAL STATEMENT
As stipulated by regulation 33 of Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Ind AS. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.
KEY DEVELOPMENTS-RETAIL BUSINESS-ORIGEM
The Company continues to strengthen its presence in the retail segment of lab-grown diamond jewellery under its flagship retail brand ORIGEM . During the year and up to the date of this Report, the Company has made significant progress in expanding its retail footprint in line with its long-term growth strategy.
As on the date of this Report, the Company has successfully established 26 retail stores under the ORIGEM brand across various cities in India. These stores offer a wide range of premium lab-grown diamond jewellery and are aimed at providing customers with an enhanced shopping experience while strengthening the Company s brand presence in the fast-growing lab-grown diamond jewellery market.
To support its retail expansion plans, the Company successfully raised ` 20204.98 lakhs through a Qualified Institutions Placement (QIP) during the year. The funds raised are being utilised primarily for the expansion of the Company s retail network, including the opening of new ORIGEM stores, and for other purposes as set out in the Objects of the Issue disclosed in the QIP offer documents.
The Management believe that the continued expansion of the ORIGEM retail network, supported by the capital raised through the QIP, will further enhance the Company s market presence, strengthen its competitive position in the lab-grown diamond jewellery segment, and create sustainable long-term value for its stakeholders.
Goldiam also established its online sales channel with the launch of www.origemindia.com
The enthusiastic customers response at all the stores gives us significant confidence about the huge market acceptance for Lab Grown Diamond Jewellery as we continue to identify strategic locations for additional stores.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
During FY26, your Company paid 1st interim dividend aggregate of ` 2.75 per equity share of face value of ` 2/-each. The shareholders payout for FY 2026 involved a total cash outflow of ` 3105.24 lakhs, resulting in a payout of 61.43% of the standalone net profit of the Company for FY26.
The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ). The said Policy is hosted on the website of the Company http://goldiam.com/pdf/ gil-policies/Dividend_Distribution_Policy.pdf
TRANSFER TO RESERVE
During the year under review, the Company has not transferred any amount to General Reserves.
SHARE CAPITAL
The paid-up equity share capital as on March 31, 2026 was ` 2258.36 lakhs. The Company s shares are listed in BSE Limited and National Stock Exchange of India Limited.
Share capital increase was primarily driven by issuance of shares through QIP.
As on March 31, 2026, the following Executive, Non-Executive and Independent Directors of the Company holds equity shares in the Company as per details given below:
QUALIFIED INSTITUTIONS PLACEMENT (QIP)
During the year under review, in compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( SEBI ICDR Regulations ), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the Listing Regulations ) and the Companies Act, 2013 ( the Act ) and Rules made thereunder, the Company successfully raised ` 20204.98 lakhs by way of an issue of equity shares through a Qualified Institutions Placement ( QIP ). The Fund Raising Committee of the Board of Directors of the Company had, at its Meeting held on August 18, 2025, approved the allotment of 61,22,722 Equity Shares of face value ` 2 each to eligible qualified institutional buyers at an Issue price of ` 330/- per Equity Share (including a premium of ` 328/- per Equity Share) and reflecting a discount of ` 16.99 (i.e. 4.90%) against the Floor price of
` 346.99 per Equity Share. The proceeds from the QIP issue have been utilized/ are being utilized towards the objects mentioned in the Placement Document. There have been no deviations or variations in the utilization of proceeds from the stated objects of the QIP.
STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( IEPF Rules ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the declaration date is required to be transferred to the Investor Education and Protection Fund ( IEPF ), constituted by the Central Government. The Company had, accordingly, transferred ` 2,87,604/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend 2017-18, during the Financial year 2025-2026, to the IEPF.
Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ( IEPF Account ) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company has transferred 50,532 equity shares on which the dividend remained unpaid or unclaimed for seven consecutive years to the demat account of IEPF Authority, after following the prescribed procedure.
UNCLAIMED SHARES
As on March 31, 2026, the Company has 39,000 unclaimed equity shares of ` 2/- each belonging to 41 investors, further the Company is holding the aforesaid shares in a Demat Unclaimed Suspense Account opened with Stock Holding Corporation of India Ltd. on behalf of the shareholders.
DEPOSITS
The Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees given and Investments made during the year as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 have been disclosed in the financial statements.
REVIEW OF SUBSIDIARIES
Your Company has four Subsidiaries Company. Financials of the Subsidiaries Company are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries Company is annexed to this Annual Report pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder in prescribed From AOC-1 and hence not repeated here for the sake of brevity.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.goldiam.com/pdf/annual-return/MGT-7%20-2025-26.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Company has six Directors with an optimum combination of Executive and Non-Executive Directors including three women directors.
The Board comprises four Non-Executive Directors, out of which three are Independent Directors.
During the year, the Members approved the following appointment and re-appointment of Directors:
Re-appointment of Mr. Rashesh Manhar Bhansali (DIN 00057931) as an Executive Chairman for another term of five years from February 1, 2026 up to January 31, 2031.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2026:
Mr. Rashesh Manhar Bhansali: Executive Chairman
Mr. Anmol Rashesh Bhansali: Managing Director
Mr. Pankaj Parkhiya: Company Secretary & Compliance Officer
Mrs. Darshana Faldu- Chief Financial Officer
Committees of the Board
The Board of Directors has the following Committees: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee Risk Management Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Anmol Rashesh Bhansali (DIN 07931599), Managing Director of the Company at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2026 and confirm as under:
(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
(ii) the directors have selected such accounting policies and applied them consistently, except for the change in accounting policies stated in notes to the accounts and 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 on March 31, 2026 and of the statement of profit and loss and cash flow of the Company for the period ended March 31, 2026;
(iii) proper and sufficient care has been taken 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;
(iv) the annual accounts have been prepared on a going concern basis;
(v) proper internal financial controls to be followed by the Company has been laid down and such internal financial controls are adequate and were operating effectively; and
(vi) that 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.
MEETING OF THE BOARD
During the year five Board meetings were held, the details of which are given in the Corporate Governance Report.
AUDIT COMMITTEE
The Composition of Audit Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.
The Board accepted all the recommendations made by Audit Committee during the year.
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.
INDEPENDENT DIRECTORS DECLARATION
Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his/her status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.
In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
All Independent Directors have registered their name in the databank maintained with the Indian Institute of Corporate Affairs, ( IICA ) pursuant to Companies Act and rules made thereunder.
ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, THE CHAIRMAN AND INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS
In compliance with Sections 134 and 178 of the Companies Act read with Regulations 17 and 19 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
NOMINATION AND REMUNERATION POLICY
The Company follows a Policy on appointment and Remuneration of Directors and Senior Management Employees. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The said Policy also lay down criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report and is also uploaded on the Company s website www.goldiam.com (web link: http://goldiam.com/pdf/gil-policies/Nomination-and-Remuneration-Policy.pdf )
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the Jewellery industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the directors on the roles, responsibilities, rights and duties under the act and other statutes.
The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company s procedures and practices. Updates on relevant statutory changes and important laws are also given in the meetings.
The details of familiarization program for Directors are posted on the Company s website https:// www.goldiam.com/pdf/board-of-directors/2025-2026/ Familiarisation_Programme-7-2-26.pdf
PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee s remuneration is annexed herewith as Annexure B to this Report.
Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Directors Report for the year ended March 31, 2026 is given in Annexure B.
During the year under review, following MD/ WTD of the Company has drew remuneration from the subsidiaries. Mr. Rashesh Manhar Bhansali, Executive Chairman of the Company drew remuneration of Rs. 180.00 lakhs from Goldiam Jewellery Limited. Mr. Anmol Rashesh Bhansali, Managing Director of the Company drew remuneration of Rs. 120.00 lakhs from Goldiam Jewellery Limited.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on an arm s length basis, in the ordinary course of business and are in compliance with applicable provisions of the Companies Act, 2013 and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2, in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company s financial statements in accordance with the Accounting Standards.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website: https:/ /www.goldiam.com/pdf/gil-policies/Policy-on-Related-Party-Transaction-GIL-07-02-2026.pdf None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company.
Details of contracts or arrangements or transactions not at arm s length basis: Nil
Details of material contracts or arrangement or transactions at arm s length basis: NA
AUDITORS
i. AUDITORS AND THEIR REPORT
At the thirty-fifth AGM held on September 28, 2022, the Members approved the appointment of Pulindra Patel & Co, Chartered Accountants (Firm Registration No. 111777W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the fortieth AGM to be held in the year 2027.
The statutory auditor s report issued by the Statutory Auditors on the financial statement for the financial year ended March 31, 2026 do not contain any qualification, reservation or adverse remark or disclaimer and is part of the Annual Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.
ii. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. R.N. Shah & Associates, a firm of Company Secretaries in Practice (C.P.No.700) to carry out Secretarial Audit for the financial year 2025-26. The Secretarial Auditor s Report does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Secretarial Audit Report in Form No MR-3 forms part of this Report as Annexure C. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from the Secretarial Auditor of the Company, an Annual Secretarial Compliance Report.
Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report in Form No MR-3 of material unlisted subsidiaries of the Company incorporated in India forming part of this Directors Report for the year ended March 31, 2026 is given in Annexure D.
Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R.N. Shah
& Associates, Practicing Company Secretaries (holding Peer Review Certificate No. 7025/ 2025) are appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 with approval of the Members at the 38th AGM of the Company held on September 26, 2025.
iii. INTERNAL AUDITOR
M/s. J.H. Shah & Associates, Chartered Accountants are our Internal Auditors. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by the Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor, Internal Auditor and Secretarial Auditor of the Company have not reported any instances frauds to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013, including the rules made thereunder.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In terms of amendment to Regulation 34 (2) (f) as notified by SEBI (LODR) (Second Amendment) Regulations, 2021 dated May 05, 2021, SEBI has mandated the new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the same, the BRSR for FY 2025-26 is attached in the format prescribed as Annexure E and forms as part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company s operations.
PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.
RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION
Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution.
In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management and Audit Committee from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of ` 1,66,40,000/-lakhs towards CSR activities, the Company has undertaken projects in the area of eradicating hunger, poverty and malnutrition, promoting health careincluding preventive health care, promoting education,including special educationin accordance with Schedule VII of the Companies Act, 2013 with the help of other registered trusts namely Rotary Club of Bombay Queens Necklace Charitable Trust , Make-A-Wish Foundation of India and Saifee Hospital Trust Management AC, undertaking promoting preventive health care projects and Bhanumatiben Ramniklal Charitable Trust for undertaking promoting education, including special education.
The content of CSR policy of the Company and detailed report on CSR activities including amount spent is given in Annexure G.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to prevent and control the sexual harassment at workplace and to provide a safe and conducive work environment to all its employees and associates. The Company has in place a Sexual Harassment Policy in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder ( POSH ) as amended from time to time. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
Details of complaints with respect to the above during the year under review are:
a. Number of complaints filed during the financial year: NIL
b. Number of complaints disposed of during the financial year: NIL
c. Number of complaints pending as on the end of the financial year: NIL
d. Number of cases pending for more than ninety days: NIL
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors of Goldiam International Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. Further the your Board is in believe that the employees should be able to raise complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information etc. free of any discrimination, retaliation or harassment, for which the Board has established a Whistle Blower Policy, which encouraged the employees to report their genuine concerns and questionable accounting practices to Mr. Pannkaj Ghadiali, Chairman of Audit Committee through email or by correspondence through post. The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company s website at http:/ /goldiam.com/pdf/gil-policies/Whistle-Blower-Policy.pdf
STATEMENT ON MATERNITY BENEFIT COMPLIANCE:
During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.
EMPLOYEES STOCK OPTION SCHEME
Your Company has Goldiam ESOP Scheme 2024 i.e. in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ( SEBI ESOP Regulations ) and there has been no material change to the Goldiam ESOP Scheme 2024 during the year under review.
Details of Movement of Employee Stock Options during the year:
A certificate from Secretarial Auditor of the Company, confirming implementation of Goldiam ESOP Scheme 2024 in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members of the Company will be uploaded on website viz. www.goldiam.com for inspection by Members of the Company.
The statutory disclosures as mandated under the Act and SEBI ESOP Regulations are available on website of the Company at https://www.goldiam.com/pdf/esop/2025-26/ ESOP-Disclosure-FY_2025-26.pdf
Adjustment of Employee Stock Options pursuant to Bonus Issue
During the financial year under review, the Company had outstanding stock options granted under the applicable Employee Stock Option Scheme. Subsequent to the close of the financial year, the Company allotted Bonus Equity Shares in the ratio of 1 (One) Equity Share for every 3 (Three) Equity Shares held on July 13, 2026.
Pursuant to the provisions of the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations and the terms of the Company s Employee Stock Option Scheme, the outstanding stock options were adjusted in a fair and reasonable manner to preserve the value of the options. Accordingly, the number of stock options outstanding and the corresponding exercise price were adjusted in proportion to the aforesaid bonus issue. Such adjustment did not result in any additional benefit to the option holders and was carried out solely to maintain the economic value of the outstanding stock options.
Consequent to the above adjustment, the aggregate number of outstanding stock options increased from 83,333 to 1,11,111, and the exercise price of the outstanding options was revised to ` 45/- per option in accordance with the adjustment formula prescribed under the applicable SEBI Regulations and the Employee Stock Option Scheme.
OTHER DISCLOSURES:
Following other disclosures are made:
No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company s operations in the future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:
ISSUANCE OF BONUS SHARES
Subsequent to the close of the financial year, the Board of Directors, pursuant to the approval of the shareholders and receipt of the necessary statutory and regulatory approvals, allotted Bonus Equity Shares in the ratio of 1:3 (i.e. 1 (One) equity share of ` 2/- each for every 3 (Three) fully paid-up equity share of ` 2/- each held by the members as on the record date) on July 13, 2026, by capitalising an amount of ` 7,52,78,562/- (Rupees Seven Crore Fifty Two Lakhs Seventy Eight Thousand and Five Hundred Sixty Two only) out of capital redemption reserves and/or securities premium account and/or free reserve and/or retained earnings of the Company. Consequent to the allotment, the paid-up equity share capital of the Company stands increased from ` 22,58,35,688/- to ` 30,11,14,250/-. The bonus issue has been implemented in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.
Pursuant to the bonus issue, the outstanding stock options granted under the Company s Employee Stock Option Scheme were adjusted in accordance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, to preserve the value of the outstanding options. Such adjustment did not result in any benefit to the option holders beyond the impact of the bonus issue.
INVESTOR RELATIONS
Your Company interacted with Indian and overseas investors and analysts through one-on-one meetings, conference call and regular quarterly meetings during the year. Earnings call transcripts/recording of the meeting on quarterly/event based meetings are posted on the website of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34(2) (e) of SEBI (LODR) Regulations, is being given separately and forms a part of this annual report.
REPORT ON CORPORATE GOVERNANCE
Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders-shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from M/s. R.N. Shah & Associates, Company Secretaries confirming compliance, is annexed and forms an integral part of this Annual Report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF
The Company has not entered into any One-Time Settlement with any Bank or Financial Institution during the financial year under review. Accordingly, the disclosure required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.
ACKNOWLEDGMENTS
Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.
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