gulshan polyols ltd Directors report

To the Members of Gulshan Polyols Limited

Your Board of Directors takes pleasure in presenting the 23^rd (Twenty Third) Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2023.

I. FINANCIAL AND OPERATIONAL PERFORMANCE

1. FINANCIAL RESULTS– STANDALONE & CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:

(Rs. in Lakhs, except earnings per share)

	Standalone		Consolidated
Particulars	Financial Year Ended		Financial Year Ended
	31.03.2023	31.03.2022	31.03.2023*	31.03.2022
REVENUE
Revenue from Operations	1,17,972.97	1,10,072.64	1,17,972.97	1,10,072.64
Other Income	706.48	204.75	706.48	204.75
TOTAL INCOME (I)	1,18,679.45	1,10,277.39	1,18,679.45	1,10,277.39
TOTAL EXPENSE OTHER THAN INTEREST AND	1,09,155.13	95,060.87	1,09,173.13	95,060.87
DEPRECIATION (II)
Earnings before Interest, Tax , and Depreciation	9,524.32	15,216.52	9,506.32	15,216.52
(EBITDA) (I –II)
Less: Finance Cost (Interest)	612.73	495.97	612.73	495.97
Depreciation	2,873.49	3,240.90	2,873.49	3,240.90
PROFIT BEFORE TAX (PBT) BEFORE SHARE IN NET	6,038.10	11,479.65	6,020.10	11,479.65
PROFIT/(LOSS) OF ASSOCIATES
Share in net profit/(loss) of associates	-	-	-	-
PROFIT BEFORE TAX (PBT) (III)	6,038.10	11,479.65	6,020.10	11,479.65
Less - Current Tax	1,450.51	3,079.67	1,450.51	3,079.67
- Deferred Tax	51.41	-124.91	51.41	-124.91
TOTAL TAX EXPENSES	1,501.92	2,954.76	1,501.92	2,954.76
PROFIT AFTER TAX (PAT) (IV)	4,536.18	8,524.89	4,518.18	8,524.89
OTHER COMPREHENSIVE (INCOME)/LOSS(V)	48.02	-5.83	48.85	-5.83
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VI)	4,488.16	8,530.72	4,469.33	8,530.72
(IV - V)
RETAINED EARNINGS-OPENING BALANCE	39,238.10	31,964.29	39,238.10	31,964.29
Profit for the year	4,536.18	8,524.89	4,518.18	8,524.89
Dividend (including Dividend Distribution Tax) (Interim and/or Final)	-519.75	274.08 -	-519.75	-274.08
Transfer to Capital Redemption Reserve	-	975.00 -	-	-975.00
Transfer to General Reserve	-	-2.00	-	- 2.00
Transfer to retained earning on disposal of equity instruments valued thorugh OCI	-14.37	-	-14.37
RETAINED EARNINGS-CLOSING BALANCE	43,240.16	39,238.10	43,222.15	39,238.10
Earnings per Share on Net Profit after tax (face value Rs. 1/- each)(In Rupees)
– Basic (Rs.)	8.73	16.40	8.69	16.40
– Diluted (Rs.)	8.73	16.40	8.69	16.40

*The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share. Therefore consolidated figures mentioned above for the year ended 31.03.2022 represents standalone figures.

2. STATE OF COMPANYS AFFAIRS

Gulshan Polyols Limited (‘GPL or ‘the Company) is a multi-location and multi-product manufacturing company with global presence in 42 countries across 3 continents. GPL is a diversified Company engaged in manufacturing/ trading of Sorbitol, Fructose & Sweetener, Ethanol (Bio-fuel)/ Distillery, Calcium Carbonate, Starch & Derivatives, by products thereof and Onsite PCC Plants. GPL is an industrial house, older, more than four decades, operating from multiple facilities set up across India. GPL caters to wide range of industry & niche markets in core sector encompassing pharmaceuticals, personal care products, footwear, tyres, rubber & plastics, paints, alcohol, value added paper, agrochemicals, food and agro products, etc. GPL is engaged in manufacturing of chemicals from grain and minerals. From toothpaste to alcohol, from sweeteners to paints, from paper to medicines, from plastics to personal care items, GPL is touching and an integral part of everyones everyday life, across the world. We seek to develop and justify the reason of our existence through value creation in management and processes. Our approach to manage the Company stands on the core values of – Respect, Trust, Ownership and Integrated Teamwork. We are working to strengthen our moves to achieve goals with the principles of being decisive, innovative, inspiring, empowering, dynamic and process driven to take our integrated approach forward. This is a fitting approach for an organization such as ours, where we interact and have intense relationships with a broad and diverse set of stakeholders.

2.1 STANDALONE FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

During the financial year ended March 31, 2023, Company has achieved Revenue from Operations of Rs. 1,17,972.97 Lakhs (Previous Year: Rs. 1,10,072.64 Lakhs). The EBIDTA for the year stood at Rs. 9524.32 Lakhs against Rs.15,216.52 Lakhs reported in the previous year. The Net Profit for the year stood at at Rs. 4,536.18 Lakhs (Previous year Rs. 8,524.89 Lakhs).

The company has three manufacturing segments viz Mineral Processing, Grain Processing and Ethanol (Bio-Fuel)/Distillery. The products processed under these segments, are having end use in multiple industries.

Business Operations-Segment wise for the year ended March 31, 2023

(Rs. in Lakhs)

Segments	Revenue for the year ended 31st March				Profits before Interest and Tax for the year
					ended 31st March
	Standalone		Consolidated*		Standalone		Consolidated*
	2023	2022	2023	2022	2023	2022	2023	2022
Mineral Processing	11,581.20	9,409.63	11,581.20	9,409.63	2,940.26	1,278.56	2,940.27	1,278.56
Grain Processing	87,481.73	80,915.33	87,481.73	80,915.33	3,327.90	8,140.83	3,327.90	8,140.83
Ethanol (Bio-Fuel)/ Distillery	18,910.04	19,729.30	18,910.04	19,729.30	(29.40)	2,453.27	(29.40)	2,453.27
Unallocated	-	18.38	-	18.38	412.07	102.96	394.08	102.96
Total	1,17,972.97	1,10,072.64	1,17,972.97	1,10,072.64	6,650.83	11,975.62	6,632.85	11,975.62

* The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share. Therefore consolidated figures mentioned above for the year ended 31.03.2022 represents standalone figures.

As at March 31, 2023, our earnings per share is Rs. 8.73 as compared to Rs.16.40 in the previous year. As far as liquidity is concerned, we are adequately funded to navigate through these challenging times and we do not foresee any major impact on our operations except disruptions in supply chain and increase in raw material prices which may impact on profit margins amid global tensions and fast inflation. We remain motivated and committed to consistently create value for our stakeholders while maintaining our strong leadership position in key business segments. A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

2.2 CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of the Companies Act, 2013 (‘the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations) and Indian Accounting Standards (Ind AS)-110 on Consolidated Financial Statements (CFS), the Audited Consolidated Financial Statements for the year ended March 31, 2023 are provided in this annual report.

Further, in accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of the subsidiary company, are available on the Companys website at web link https://www.gulshanindia.com/annual-report.html.Any Member desirous of inspecting or obtaining copies of the said CFS may write at investorsrelation@gulshanindia.com.

3. TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to General Reserve of the Company.

4. DIVIDEND

According to Regulation 43A of the Listing Regulations, the Board has adopted a Dividend Distribution Policy, which had been placed on the website of the Company and can be accessed at the web link: https://www.gulshanindia.com/pdf/policy/Dividend%20 Distribution%20Policy.pdf.

During the year under review, the Board of Directors of your Company has paid the Final dividend, declared for FY 2021-22 at the rate of 100% on 5,19,75,489 equity shares of face value Rs. 1/- each amounting to Rs. 1/- per share at 22 nd AGM.The Board of Directors of your Company after considering holistically, the relevant circumstances and keeping in view the Companys dividend distribution policy, has decided, not to recommend any Interim Dividend during the year under review.

The Board of Directors has further recommended the Final Dividend at the rate of 50% on 5,19,75,489/- equity shares of face value of Rs. 1 each amounting to Rs. 0.50/- per equity share in their meeting dated May 12, 2023 subject to the approval of the shareholders in the 23rd Annual General Meeting (AGM) of the Company as stipulated in the Notice of 23rd AGM.

The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year 2022-23 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed dividend pertaining to Financial Year 2014-15 (Interim) amounting to Rs. 4,91,589/- (Rupees Four Lakh Ninety One Thousand Five Hundred and Eighty Nine Only) , 2014-15 (Final) amounting to Rs. 4,42,039.50/- (Rupees Four Lakh Forty Two Thousand Thirty Nine and Fifty Paisa Only) and 2015-16 (Interim) amounting to Rs. 4,33,294.75/- (Rupees Four Lakh Thirty Three Thousand Two Hundred Ninety Four and Seventy Five Paisa Only) to the Investors Education and Protection Fund ("IEPF") Account established by the Central Government. The details of dividend amount transferred to IEPF are available on the Companys website at web link https://www.gulshanindia.com/unpaid-dividend-transferred-to-iepf.html.

Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after giving due notices to the concerned shareholders. Accordingly, the Company has periodically transferred 80,086 (Eighty Thousand and Eighty Six) equity shares to the IEPF account during the financial year 2022-23. The details of equity shares transferred are also available on the Companys website at web link https://www.gulshanindia.com/transferred-iepf.html.

The Nodal officer of the Company is Ms. Asha Mittal. The details of the nodal officer are also available on the Companys website at web link https://www.gulshanindia.com/iepf.html.

6. CAPITAL STRUCTURE & STOCK OPTIONS

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2023 is Rs. 42,81,00,000/- (Rupees Forty Two Crore and Eighty One Lakh only) divided into 28,06,00,000 (Twenty Eight Crores and Six Lakhs) Equity Shares of Rs. 1/- (Rupees One only) each; 2,50,000 (Two Lakhs and Fifty Thousand) 0% (Zero Percent) Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakhs and Fifty Thousand) 0%-10% (Zero Percent to Ten Percent) Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31, 2023, the paid-up equity share capital stands at Rs. 5,19,75,489 (Rupees Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine only) consisting of 5,19,75,489 (Five Crores Nineteen Lakhs Seventy Five Thousand Four Hundred and Eighty Nine) equity shares of Rs. 1/- (Rupee One only) each.

During the year under review, the Board of Directors of the Company at their meeting held on April 18, 2022 had approved the allotment of 2,99,82,536 (Two Crore Ninety Nine Lakh Eighty Two Thousand Five Hundred and Thirty Six) Equity Shares to the shareholders of Transferor Companies as on record date, April 14, 2022, fixed for the purpose, in the ratio of 39,848 Equity Shares of Rs. 1/- each fully paid up of the Company for every 1 (one) Equity Share of Rs. 1000/- each fully paid up of Transferor Company No. 1 and 181 Equity Shares of Rs.1/- each fully paid up of the Company for every 1 (one) Equity Share of Rs.10/- each fully paid up of the Transferor Company No. 2 and out of which 27,340,067 equity shares at Rs. 1 were cancelled & extinguished with respect to investments made by transferor companies in the Transferee Company. Consequently, there was a net increase in the Equity Share Capital by 26,42,469 Equity Shares at Rs. 1/- per share. Thereby, the paid – up equity share capital of the Company stands increased to Rs. 5,19,75,489 (Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine) from Rs. 4,93,33,020 (Rupees Four Crore Ninety Three Lakh Thirty Three Thousand and Twenty only), pursuant to the Scheme of Amalgamation amongst the Company, Gulshan Holdings Private Limited (Holding Company or Transferor Company 1), East Delhi Importers & Exporters Private Limited (Group Company or Transferor Company 2) and their respective Shareholders and Creditors ("the Scheme"), under section 230 to 232 and other applicable provisions of the Companies Act 2013 and the provisions of other applicable laws. The Scheme was approved by the Board of Directors of the Company in its meeting held on August 06, 2020 and same has been approved by the Honble National Company Law Tribunal, Allahabad Bench (‘NCLT") vide its order pronounced on March 09, 2022 and the certified copy of the order has been filed with "The Registrar of Companies, Kanpur, Uttar Pradesh," (the ROC) on March 30, 2022. The scheme becomes operative from March 30, 2022 (Effective Date).

During the year under review, the Company has applied for listing of 2,99,82,536 Equity Shares and extinguishment of 2,73,40,067 Equity Shares and the BSE Limited and National Stock Exchange of India Limited granted its listing and trading approval vide letters dated May 24, 2022 (NSE Listing Letter); May 26, 2022 (BSE Listing Letter) and June 22, 2022 (BSE and NSE Trading Letters) respectively.

EMPLOYEES STOCK OPTION PLAN

The members of the Company had approved the Gulshan Polyols Limited Employees Stock Option Scheme, 2018 ("ESOP 2018") for grant of stock options exercisable into not more than 23,45,851 (Twenty Three Lakh Forty Five Thousand Eight Hundred and Fifty One) equity shares of face value of Rs. 1/- (Rupee One Only) each to eligible employees of the Company as defined in the Scheme.

During the year, the Company has granted 42,500 (Forty-Two Thousand Five Hundred) stock options to eligible employees. The granted stock options can be exercised between May 15, 2025 to June 15, 2025 at Rs. 328/- (Rupees Three Hundred and Twenty Eight only). The details under SEBI (Share Based Employee Benefits) Regulations, 2014 read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations), has been placed on the website of the Company and weblink of the same are https://www.bseindia.com/xml-data/corpRs.ling/AttachHis/61d1809f-1565-4b6f-b7d4-0189b1dadea7.pdf

GPL ESOP Scheme, 2018 is in compliance with SEBI SBEB Regulations and other applicable laws and implemented through Employees Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 1,31,275 (One Lakh Thirty One Thousand Two Hundred and Seventy Five) equity shares of the Company as on March 31, 2023, being 0.25% of the paid-up share capital of the Company. The ownership of these shares cannot be attributed to any particular employee till he / she exercises the stock options granted to him / her and the concerned shares are transferred to him / her. Hence, the eligible employees to whom the stock options were granted under ESOP 2018 cannot exercise voting rights in respect of aforesaid shares held by the Trust as these eligible employees are not holders of such shares. The Trustee/Trust has not exercised the voting rights in respect of the aforesaid shares during the financial year 2022-23.

The details in respect of ESOP 2018 and movements during the year are as under:

Number of options outstanding at the beginning of the period:	78,312
Number of options granted during the year:	42,500
Number of options forfeited / lapsed during the year:	1,788
Number of options vested during the year:	16,430
Number of options exercised during the year:	16,430
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary
	Market
Number of options outstanding at the end of the year:	1,02,594

Further, the Nomination, Remuneration and Compensation Committee in its meeting held on November 02, 2020 had granted 24,040 (Twenty Four Thousand and Fourty) Options under GPL Employees Stock Option Schemes 2018 to eligible employees, which due for vesting during the period from April 01, 2023 to May 31, 2023 at the exercise rate of Rs.59.00 per share (based on the Average Buying cost of the Company from the BSE/NSE market) and among them 500 options are forfeited/lapsed and balance 23,540 has been exercised.

The disclosures required to be made under ESOP Regulations for FY 2022-23 given on the website https://www.gulshanindia.com/ disclosures-under-sub-regulation-8-of-regulation-30.html.The Company has received the certificate from the Secretarial Auditor of the Company certifying that the GPL ESOP Scheme 2018 has been implemented in accordance with the SEBI SBEB Regulations and shareholders resolution. The certificate will be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection at the Companys registered office and corporate office.

7. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and GPLs stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. GPLs Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and works as a retention tool.

8. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

During the period under review, pursuant to the Scheme of Amalgamation executed between the Company, Gulshan Holdings Private Limited (Holding Company), East Delhi Importers & Exporters Private Limited (Group Company) and their respective Shareholders and Creditors, the holding Company has been merged into the Company w.e.f. March 30, 2022.

Further, the Company has incorporated a wholly-owned Subsidiary namely "GULSHAN OVERSEAS – FZCO" on September 8, 2021 under Dubai Silicon Oasis Authority. The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share. Furthermore, there are no Associates and Joint Ventures of the Company.

9. CREDIT RATINGS

During the period under review, the CRISIL Ratings Limited has reafirmed and granted ‘CRISIL A+/Negative rating to Long-Term Facilities and ‘CRISIL A1 rating to Short-Term Facilities, to your Company.

10. DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company offers an excellent workplace environment where employees can perform to the best of their abilities. The work culture is shaped by self-motivated and committed professionals, aligned with our business objectives and working together to deliver topnotch and tailored solutions.

Your Company laid down a Policy on Prevention of Sexual Harassment at work place and has an internal Complaints Committee. The Company has zero tolerance on Sexual Harassment at workplace. All employees - permanent, contractual, temporary and trainees are covered under this Policy. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and no complaint was pending at the beginning and at the end of Financial Year 2023. To achieve this objective, effective communication is the key and thus the Company carried out focused campaign on POSH and Awareness drives.

II. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company has spent eligible and budgeted amount towards Corporate Social Responsibility ("CSR") activities in accordance with Schedule VII of the Companies Act, 2013. While the Companys sustainability strategy is to environmentally sustainable business practices across its value chain, making the right choices to protect the environment. Further, sustainability strategy and CSR activities are compliment as well as supplement each other.

However, an amount of Rs. 61.17 Lakhs from the total CSRs amount, accounted and budgeted for FY 2022-23, has been transferred to a separate account i.e. Unspent CSR Account for the purpose of an Ongoing Project.

During the FY 2022-23, the Company has contributed a significant amount towards promoting education, health care, ensuring environmental sustainability, Rural Development Projects and other activities. However, Annual Report on CSR activities for the Financial Year 2022-23 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, as approved by the CSR Committee on May 12, 2023, is attached as Annexure ‘A to the Boards Report.

COMPOSITION OF SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (‘SCSR) COMMITTEE

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board. The CSR policy, covering the Vision Statement, Objectives, Focus Areas, CSR approach and guiding principles, governance Structure Monitoring and Reporting Framework interalia others are approved by the Board of Directors. During the year, the Company has revised the CSR Policy. The CSR Policy is available on the website of the Company at https://www. gulshanindia.com/pdf/policy/CorporateSocial-Responsibility-CSR-Policy.pdf .

As on date, the SCSR Committee comprises of Ms. Archana Jain (Chairperson), Ms. Arushi Jain and Ms. Aditi Pasari, members of the Committee. Mr. Jeewan Jyoti Bhagat has discontinued / ceased as a chairman of the Committee with effect from August 5, 2022 and thereafter Ms. Archana Jain inducted as a Chairperson effective from August 9, 2022. Other details of the Committee including meetings held and attendance are provided in the Corporate Governance Report, forms part of this Report as Annexure-E.

III. OTHER STATUTORY DISCLOSURES

1. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

2. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder along with the purpose for which the loan, guarantee or security, if any, is proposed to be utilised by the recipient have been disclosed in Notes of the Financial Statements.

3. Particulars of Contracts or Arrangements with the Related Parties: Your Company has adopted the revised Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions (‘RPTs) in accordance with the amendments made in Listing Regulations. Prior omnibus approval is obtained for RPTs on an annual basis for the transactions which are planned / repetitive in nature. Related party transactions entered pursuant to the 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 which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2022-23 were in the ordinary course of business and on arms length basis. No material RPTs were entered into during FY 2022-23 by the Company as defined in the Policy on dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable to the Company and hence the same is not provided. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companys website at https://www.gulshanindia.com/pdf/policy/policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.pdf.

There were no material significant related party transactions which could have potential conflict with interest of the Company at large. In accordance with IND AS-24, your Directors draw attention of the members to Note no. 44 to the Financial Statements which sets out the Related Party disclosures.

4. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2022-23 till the date of this Report, which affects the financial position of your Company. Your Company maintains appropriate internal control systems, which also provide reasonable assurance of recording the transactions of all material aspects of our operations and of providing protection against significant misuse or loss of the Companys assets.

5. Significant or Material orders:

There were no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

6. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo: The Information on energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure ‘B, annexed to this Report.

7. Particular of Employees: Your Company believes that human resource is vital to the growth and sustainability of an organization. Your Company maintains healthy work environment at all levels in the organization and encourages the employees to contribute their best. Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure ‘C, forms part of this Report.

8. Composition of Audit Committee: As on date, the Audit Committee comprises of Mr. Rakesh Kumar Gupta (Chairman), Mr. Akhilesh Kumar Maheshwari, Dr. Chandra Kumar Jain and Ms. Archana Jain. Ms. Archana Jain, inducted as a member in the Committee w.e.f. August 9, 2022. Other details of the Committee including meetings held and attendance are provided in the Corporate Governance Report, forms part of this Report.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

9. Compliance with Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board of Directors and Secretarial Standard-2 on ‘General Meetings prescribed under the Section 118(10) of the Companies Act, 2013 as issued by ‘The Institute of Company Secretaries of India.

10. Industrial Relations: During the year under review, industrial relations remained harmonious at all our offices and establishments.

IV. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. APPOINTMENT / REAPPOINTMENT/ RESIGNATION/ OTHER CHANGES

DIRECTORS

Ms. Aditi Pasari (DIN: 00120753), Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment to the members in the ensuing 23^rd AGM. Brief resume and other details of Ms. Aditi Pasari furnished in the explanatory statement to the notice of the ensuing 23^rd Annual General Meeting.

During the year under review, Mr. Jeewan Jyoti Bhagat (DIN: 00007743), discontinued / ceased as a Non executive & Independent Director of the Company with effect from August 5, 2022.

Further, the Board of Directors, on the recommendation of Nomination, Remuneration and Compensation Committee (‘NRC) accorded its approval for appointment of Mr. Rakesh Kapoor (DIN: 00015358) as an Additional Director in the category of Non-Executive & Independent Director with effect from August 9, 2022 to hold office till the conclusion of the 22nd Annual General Meeting and Mr. Rakesh Kapoor (DIN: 00015358) appointed as an Director in the category of Non-Executive & Independent Director with effect from September 28, 2022 with the approval of shareholders in the 22^nd Annual General Meeting. Moreover, Mr. Rakesh Kapoor has afirmed that he was not debarred from holding the office of Independent Director by virtue of any SEBI order or any other regulating Authority. Additionally, on the recommendation of NRC,the Board has proposed and recommended the following, for the approval of Members of the Company in the 23^rd AGM:

• Reappointment of Ms. Arushi Jain (DIN:00764520) as a Joint Managing Director of the company, shall be effective from April 1,2024 upto September 30, 2028, shall be liable to retire by rotation.

• Reappointment of Ms. Aditi Pasari (DIN:00120753) as a Joint Managing Director of the company, shall be effective from April 1,2024 upto September 30, 2028, shall be liable to retire by rotation.

• Reappointment of Mr. Ashwani Kumar Vats (DIN: 00062413) as A Whole Time Director designated as CEO of the company, shall be effective from April 1, 2024 to hold office for a term upto September 30, 2028, shall liable to retire by rotation.

• Appointment of Mr. Garg and Mr. Mitra as a Non-Executive & Independent Director to hold office for a term effective from April 1, 2024 upto September 30, 2028, shall not liable to retire by rotation.

Brief resumes and other details of the Director(s) being appointed, reappointed, at the ensuing 23^rd AGM as stipulated under Secretarial Standard-2 issued by "The Institute of Company Secretaries of India" and Regulation 36 of the Listing Regulations is separately disclosed in the Notice of the 23^rd AGM. Further, in the opinion of the Board, Mr. Nitesh Garg and Mr. Soumyajit Mitra has relevant integrity, expertise, balance of skill, knowledge and experience, required for the said appointments. The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

During the year, the Members had at the 22^nd AGM of the Company held on September 28, 2022, approved the appointment/re- appointment/re-designation of;

• Appointment of Mr. Rakesh Kapoor as a Non-Executive & Independent Director to hold office for a term effective from August 9, 2022 upto September 30, 2024, shall not be liable to retire by rotation.

• Reappointment of Ms. Archana Jain (DIN: 09171307) as a Non-Executive & Woman Independent Director to hold office for a term effective from April 1, 2023 upto September 30, 2027, shall not be liable to retire by rotation. Ms. Archana Jain has afirmed that she was not debarred from holding the office of Independent Director by virtue of any SEBI order or any other regulating Authority.

• Reappointment of Dr. Chandra Kumar Jain, Chairman and Managing Director of the Company, shall be effective from April 1, 2023 to hold the office for a term upto September 30, 2027, shall not be liable to retire by rotation.

• Re-designation Ms. Arushi Jain (DIN: 00764520) and Ms. Aditi Pasari (DIN: 00120753) as Joint Managing Directors of the Company with effect from November 9, 2021 until their existing remaining tenure upto March 31, 2024.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint Managing Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats, Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial Officer and Ms. Asha Mittal, Company Secretary are the Key Managerial Personnel of your Company as on date.

Note: Detailed changes pertaining to KMPs falls in directors category given above.

2. MEETINGS OF THE BOARD

During the year, 6 (Six) meetings of the Board of Directors were convened and held during the financial year 2022-23. The maximum intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations. For further details of Board/Committee Meetings including composition and attendance, please refer to the Corporate Governance Report, forms part of this Report.

3. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, an Annual Performance Evaluation of the Board, its Committees and the individual Directors is to be carried out either by the Board or by the Nomination, Remuneration and Compensation Committee or by an independent external agency and the Board is required to review its implementation and compliance. In view of the above, the Annual Performance Evaluation was undertaken by the Board. The framework and criteria of evaluation has been approved by the Nomination, Remuneration and Compensation Committee of the Company. In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole, and the Chairperson of the Company was evaluated taking into account the views of Executive Directors and Non- Executive Directors. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors including Chairperson of the Board is detailed in the Corporate Governance Report attached to this report.

4. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proRs.ciency as provided under Section 149(6) read with Schedule IV of the Act and Regulation 16 (1)(b) of the Listing Regulations including given declaration for inclusion of name in the data bank, being maintained with ‘The Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended and have also complied with the Code of conduct for all Board Members and Senior Management.

Further, Independent Directors confirmed that none of among them has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority and declared that they have stayed in India for a total period of not less than one hundred and eighty-two days during the financial year.

5. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors, based on representation received from management, confirms that: • in the preparation of annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; • the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and the profit and loss of the Company for the year ended March 31, 2023;

• the 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; • the Annual accounts have been prepared by Directors on a going concern basis; • the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2022-23; and • 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.

V. AUDITORS

1. STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), had been appointed as Statutory Auditors of the Company by shareholders of the Company for a period of five years to hold office till conclusion of the AGM to be held in the year 2027. M/s. Rajeev Singal & Co., Chartered Accountants have submitted a certificate, confirming their eligibility and qualification to continue as Statutory Auditors of the Company in accordance with Section 141 read with Section 144 of the Companies Act, 2013.

The Auditors Report on the Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements forming part of the annual report.

2. INTERNAL AUDITORS

M/s Svaraj & Associates, Chartered Accountants (Firm Registration No. 014203N) have been appointed as Internal Auditor of the Company for the financial year 2023-24 to conduct internal audit.

They will perform the duties of Internal Auditor of the Company and their report will be placed before the Audit Committee and Board of Directors on a time to time basis.

3. COST AUDITORS

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 ("the Act") and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

The Board on recommendation of the Audit Committee has appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454), as the Cost Auditors for auditing the cost accounts of your Company, being eligible, to conduct Cost Audits for the products covered under section 148 of Companies Act, 2013 read with Companies (Cost records and Audit) Rules, 2014 for the financial year 2023-24. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s MM & Associates as set out in the Notice of the 23^rd AGM of the Company.

During the year, the Cost Audit Report from M/s MM & Associates, (Firm Registration No. 000454), of our Company was filed with the Central Government for the financial year ended March 31, 2022.There has been no qualification, reservations, adverse remark or disclaimer in the Cost Audits Report submitted for FY 2022-23. The Cost Audit Report for FY 2022-23 will be filed with the Central Government in due course.

4. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), to undertake the Secretarial Audit of the Company for FY 2022-2023. Further, the Board has re-appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100) as Secretarial Auditors of the Company for FY 2023-24.

The Secretarial Audit Report issued by the aforesaid Secretarial Auditors is attached as Annexure ‘D to this Report and there is no qualification, reservation, observation, disclaimer or adverse remark.

VI. GOVERNANCE/SECRETARIAL

1. CORPORATE GOVERNANCE AND CODE OF CONDUCT

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

The declaration of Chief Executive Officer (CEO) confirming compliance with the ‘Code of Conduct by the members of the Board of Directors and Senior Management Personnel of the Company is forming part of the Corporate Governance Report.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations is attached as Annexure-‘E to the Boards Report and forms part of this Report. A certificate from M/s Rajeev Singhal & Co., Chartered Accountants (Firm Registration No. 008692C), the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

2. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (MGT-7) of the Company as on March 31, 2023 is available on Companys website and can be accessed at https://www.gulshanindia.com/annual-return.html .

3. WHISTLE BLOWER POLICY-VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Listing Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The details of Vigil Mechanism / Whistle Blower Policy adopted by the Company have been explained in the Corporate Governance Report, forming integral part of this report. The Company has amended the policy to insert the email id created for purpose of raising and reporting genuine concern through the designated email id. The revised policy is available on website of the Company at https://www.gulshanindia.com/pdf/policy/whistle-blower-policy-vigil-mechanism.pdf.

4. COMMITTEE RECOMMENDATIONS

During the year under review, the Board of Directors has accepted all recommendations of the Committees of the Board of Directors, which were mandatorily required to be made.

5. NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for the Directors, KMPs and other employees, pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. The policy is available on website of the Company at https://www.gulshanindia.com/pdf/policy/nNomination-and-Remuneration-Policy.pdf and the salient features of policy is elaborated in the Corporate Governance Report.

6. RISK MANAGEMENT

Your Company has a well-defined risk management framework in place to ensure appropriate identification, measurement, mitigation and monitoring of business risks and challenges across the Company, GPL has a robust organizational structure for managing and reporting risks. The Companys success as an organization largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business.

7. BOARD AND COMMITTEES

As required under the Act, and the Listing Regulations, the Company has constituted these statutory committees of the board: the Audit Committee, the Sustainability and Corporate Social Responsibility Committee, the Nomination, Remuneration and Compensation Committee, the Stakeholders Relationship Committee, the Risk Management Committee. The Other board committees are: Allotment of Share Committee and the Finance Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

VII. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a separate Section and forming part of this Annual Report.

VIII. INTERNAL FINANCIAL CONTROLS

The Company has internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Companys policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control systems are given in the Management Discussion and Analysis Report attached as Annexure ‘F to this Report.

An independent internal audit function is an important element of the Companys internal control systems. This is executed through an internal audit programme and periodic review by the management and the Audit Committee.

During the year under review two external firms viz. M/s Pankaj K. Goyal & Co. and M/s Svaraj & Associates, Chartered Accountants, are engaged as Internal Auditors of the Company, with the audit processes and procedures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

IX. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspective as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

The Business Responsibility and sustainability Report ("BRSR") of the Company as per the requirements of Regulation 34(2)(f) of the Listing Regulations describing the initiatives taken by the Company from an environmental, social and governance perspective, is attached as Annexure-‘G to Boards Report and forms part of this Report.

X. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or future outlook may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

XI. ACKNOWLEDGEMENTS

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Your Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, business partners, shareholders, vendors, customers and other stakeholders without whom the overall satisfactory performance would not have been possible and for the confidence reposed in the Company and its management and look forward to their continued support.

For and on behalf of the Board of Directors

Dr. Chandra Kumar Jain

Delhi, May 12,2023 Chairman and Managing Director DIN: 00062221