Amit Spinning Industries Ltd Directors Report

REVIEW OF OPERATIONS

The financial year 2024 25 marked a period of solid operational progress for Girnar Spintex Industries Limited, underpinned by strategic cost optimization and improved market conditions. The Company achieved a standalone Revenue from Operations of 10,308.85 Lakhs, reflecting a growth of approximately 7.7% over the previous years revenue of 9,570.46 Lakhs. The total income for the year stood at 10,529.98 Lakhs.

Our core business in textile spinning remained the primary growth driver. A significant highlight for the year was the reduction in power costs, achieved through focused energy efficiency measures and start of subsidy granted by GOM. Moreover, the easing of raw cotton prices, in line with yarn realizations, helped improve the cost structure and protect margins.

Despite external challenges, the Company demonstrated resilience and agility in its operations. As a result, the Company reported a Profit After Tax (PAT) of 244.54 Lakhs, compared to loss of 484.12 Lakhs in the previous year showcasing strong bottom-line performance driven by prudent cost management and increased production efficiency.

The Companys consistent performance reinforces its competitive position in the spinning industry and sets a solid foundation for future growth. A detailed discussion about operational performance is enumerated in Management Discussion and Analysis Report.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

No amount is proposed to be transferred to any reserve.

DIVIDEND:

In view of the accumulated losses no dividend is recommended for the year.

MAJOR EVENTS OCCURRED DURING THE YEAR

(i) SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS

The Company operates in one segment only i.e. Textile. (ii) CHANGE IN STATUS OF THE COMPANY There has not been change in status of the company. (iii) CHANGE IN THE FINANCIAL YEAR

There is no change in financial year

(iv) CAPITAL EXPENDITURE PROGRAMMES

Company proposes to invest around 4000.00 Lakhs towards Expansion and Modernization of Composite Textile Plant within next 12 months which involves capacity addition as detailed below alongwith sale of few machineries. The expansion will be financed by Borrowing from Bank, Borrowing from Directors as unsecured Loan, Proceeds from Partial Sale of Machinery

In addition to above company propose to build 20,000 Sq Ft. PEB Shade construction for its expansion project.

(v) DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION

During the year under review, the Company successfully acquired the fabric business of Mahaalaxmi Texpro Limited (formerly known as Abhishek Corporation Limited), located at Gat No. 149, Tamgaon, Kolhapur-Hupari Road, Kolhapur. The acquisition was executed on a slum sale basis, including the entire rights, title, interest, and possession of the said assets and business, for a total consideration of 24.75 crores (Rupees Twenty-Four Crores Seventy-Five Lakhs Only).

As part of the post-acquisition optimization and modernization process, the Company disposed of certain obsolete yarn dyeing and weaving machinery, along with associated tools and equipment, to Tessitura Monti India Private Limited. The sale was completed for a total consideration of 6.00 crores (Rupees Six Crores Only).

(vi) MODERNIZATION AND DIVERSIFICATION

Following the acquisition, the management has undertaken substantial repair and maintenance activities over the past several years to ensure operational efficiency and asset upkeep. The Company did not undertake any diversification activities during the year under review.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

Increase in cotton prices is major concern for the business of company. Except this there has been no material changes and commitments, which affect the financial position of the company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report.

SHARE CAPITAL

The Companys Authorized Share Capital as on 31^st March, 2025 stands at Rs. 25,00,00,000/- and issued & paid-up capital as on 31^st March, 2025 stands at Rs. 2,05,84,835/- divided into 41,16,967 fully paid-up equity shares of Rs. 5/- each. During the year, under review, the Company has not issued any share(s). Further the Company has not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year.

NCLT by its order dt. 31-07-2018 approved Reduction of Face Value of Shares to Re. 0.50 per Share from Re. 5 Per Share and further consolidation of face value of shares to Re. 5 per share. Post consolidation paid up equity shares will reduce from 4,11,69,667 shares of Rs. 5/- each to 41,16,967 equity shares of Rs. 5/- each. It also involves extinguishment of shares of previous Promoters and top 10 shareholders. However, compliance / corporate actions of the same with CDSL, NSDL and Stock Exchanges were pending at the end of the March 2025. Companys application with BSE and NSE is pending for approval. Company expects it to get its approval in near future

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well as any shares to the Investor Education and Protection Fund (IEPF)

LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during the year under review covered under section 186 of the Companies Act 2013.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

LISTING OF SHARES

Presently Companys shares are listed and traded at the BSE Limited, Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE). The Listing fees for the year 2024-25 has been paid.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes happened in Directors and KMP during the financial year 2024-25:

Following changes happened in Directors and KMP after closure of financial year 2024-25 but till the date of this report:

Mr. Jitendrakumar Goutamchand Chopra (DIN: 08196887) Managing Director of the Company has vide his resignation letter dated 22-01-2025 resigned from the Board of the Company with effect from January 31, 2025, on account of personal commitments and other preoccupation. We further confirm that there is no other material reason for resignation of Mr. Jitendrakumar Goutamchand Chopra (DIN: 08196887) other than those provided above.

Mr. Shreyans Rajendrakumar Choudhari has resigned as a CFO of the company with effect from April 10, 2025, on account of personal commitments and other preoccupation. We further confirm that there is no other material reason for resignation of Mr. Shreyans Rajendrakumar Choudhari other than those provided above.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure 1.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further they also had confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration given is as per the remuneration policy framed.

Criteria for Determining the Qualifications for appointment of Directors (including Independent Directors):

i. Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service; ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about textile business; iii. Their administrative experience; iv. Other appropriate qualification/experience to meet the objectives of the Company; v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as per provisions of SEBI(LODR) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively and the willingness to address issues proactively; b. Actively update their knowledge and skills with the latest developments in the infrastructure industry, market conditions and applicable legal provisions; c. Willingness to devote sufficient time and attention to the Companys business and discharge their responsibilities. d. To assist in bringing independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; e. Ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company; f. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees; g. Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under and as per provisions of SEBI(LODR) Regulations, 2015 as amended from time to time.

Independence Review Procedures

The directors independence for the independent director will be determined by the Board on an annual basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI(LODR) Regulations, 2015

If a director nominee is considered for appointment to the Board between Annual General Meetings, a determination of independence, upon the recommendation of the Committee, shall be made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director after consideration of all the relevant facts and circumstances and the standards set forth herein. The Board reserves the right to determine that any director is not independent even if he or she satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI(LODR) Regulations, 2015

Each director has an affirmative obligation to inform the Board of any change in circumstances that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management

i. To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities; ii. To practice and encourage professionalism and transparent working environment; iii. To build teams and carry the team members along for achieving the goals/objectives and corporate mission; iv. To adhere strictly to code of conduct

b. Term

The Term of the Directors including Managing / Whole time Director / Independent Director shall be governed as per the provisions of the Act and Rules made thereunder and the Listing Regulations, as amended from time to time. Whereas the term of the KMP (other than the Managing / Whole time Director) and Senior Management shall be governed by the prevailing HR policies of the Company.

c. Evaluation

The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment /continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process.

d. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Companys prevailing HR policies, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Whole-time Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Whole-time Director) and Senior Management based on the standard market practice and prevailing HR policies of the Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Whole-time Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, also performance of the Directors individually as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfillment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside

Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination & Remuneration Committee also reviewed the performance of the Board, its committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS IS AS UNDER

Number of Meetings of the Board

During the year under review, board met 10 times i.e. on. 30-05-2024 (Concluded on 31-05-2024), 10-08-2024, 14-08-2024, 14-11-2024, 14-12-2024, 16-12-2024, 22-01-2025, 14-02-2025, 19-02-2025 and 10-03-2025 Details of attendance of Directors are as below

BOARD COMMITTEES

A. Audit Committee

The Audit Committee consisted of three Non-Executive Independent Directors and one Executive Director, namely

Mr. Dhruv Jain - Chairman (Independent Director) Mr. Siddharth Pradip Bhirdi Member (Independent Director) Mr. Manoj Sethia Member (Independent Director) Mr. Deepak Choudhari Member (Managing Director)

The members have the requisite accounting and related financial management expertise. Statutory Auditors and Internal Auditors are invited to the meetings of Audit Committee for presenting their periodical reports.

The terms of reference / powers of the Audit Committee include the following:

Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; Approval or any subsequent modification of transactions of the listed entity with related parties; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the listed entity, wherever it is necessary; Evaluation of internal financial controls and risk management systems; To review the function of the Whistle Blower Mechanism. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussion with internal auditors of any significant findings and follow up there on; To look into the payment being made to the depositors, creditors and shareholders in case of dividend declared and reasons for substantial defaults/delay if due amount has not paid as per statutory due date.

During the year, four meetings of the Audit Committee were held on 31-05-2024, 14-08-2024, 14-11-2024, 14-02-2025 and 19-02-2025. The details of attendance of each member at the Audit Committee are given herein below:

B. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted to review/recommend the remuneration package of the Managing Director / Whole Time Director(s) / Managers based on performance and defined criteria. The Nomination & Remuneration Committee of the Board comprises of Independent/Non-Executive Directors namely

During the year under review, Two Meeting of Nomination and Remuneration committee were held on 10-08-2024 and 19-02-2025

Details of remuneration paid to Directors for the financial year 2024-25: No remuneration has been paid to directors of the company during the financial year 2024-25.

Performance evaluation criteria of Independent Director

Pursuant to provisions of Section 178 of Companies Act 2013 and Listing regulations, the Nomination & Remuneration Committee has formulated a policy on board evaluation of individual directors. The evaluation is based on various factors which are follows:

Participation at Board/ Committee Meetings Contributions at Meetings Knowledge and skills Discharging Role, Functions and Duties Personal Attributes

C. Stakeholders Relationship Committee:

The Company has constituted stakeholders relationship committee comprising of three independent directors and one non-executive director.

The purpose of formation of Committee is to, inter alia, to approve issue of duplicate share certificates and oversee and review all matters connected with the transfer of securities. The Committee also reviews the performance of the Registrar and Transfer Agent besides supervising the mechanism of investor grievance redressal to ensure cordial investor relationship.

During the year under review, Four Meeting of Stakeholders Relationship Committee were held on 30-05-2024, 14-08-2024, 14-11-2024 and 14-02-2025

During the year under review one complaint was received which was resolved. No complaint was pending for resolve at the beginning and end of the year.

D. Meeting of Independent Director: -

As mandated by the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate meeting of Independent Directors was held on 30-09-2024 annual evaluation of the following;

the performance of non-independent directors and the Board of directors as a whole;

the performance of the Chairperson of the Company, considering the views of non-executive directors;

the quality, quantity and timeliness of flow of information between the company management and the Board of Directors that is necessary for the Board to effectively and reasonably perform their duties.

E. CSR Committee Details has been given in CSR report attached to the Directors report. F. Senior management Senior Management comprises of

Mr. Shreyans Rajendrakumar Choudhari CFO (resigned w.e.f. 10-04-2025) Ms. Bhakti Dnyaneshwar Kapratwar Company Secretary Mr. Shrikant Patil Unit Head Mr. Satappa M Borwadkar Accounts In charge

Remuneration of directors:

a. All pecuniary relationship or transactions of the non-executive directors vis-a-vis the listed entity - NIL b. Criteria of making payments to non-executive directors is available on the website of the company i.e. www.girnarspintex.com c. disclosures with respect to remuneration: i. elements of remuneration package of individual directors;

ii. Service contracts, notice period, severance fees; As per the prevailing rules of the company iii. Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable - The Company does not have any Employee Stock Option Scheme.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT 9 has been posted on the website of the company i.e. www.girnarspintex.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure 2.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2) of LODR, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report has not been attached to the Directors Report.

AUDITORS AND AUDITORS REPORT

(a) Statutory Auditor & Audit Report

At the 32nd AGM members of the company have appointed M/s. Nenawati and Associates, Chartered Accountants as statutory auditors of the Company for a term of 5 years from the financial year 2024-25 i.e. from conclusion of 32^nd AGM till conclusion of 37^th AGM.

(b) Cost Auditor:

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records and its audit has been done by Mr. Nilesh Chalke, Cost Accountants, Nipani

(c) Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Shrenik Nagaonkar & Associates, Practicing Company Secretaries as Secretarial Auditor to carry out the secretarial audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure 3 to this Report.

Detailed reply to the remarks, observation by Statutory Auditor and Secretarial Auditors are given in as below

i) Reply to remarks, observation by Statutory Auditor

With reference statutory auditor remark on nonpayment of disputed statutory dues we wish to inform you that the same has been waived by pursuant to NLCT order 31.07.2018 hence not payable.

ii) Reply to remarks, observation by Secretarial Auditor -

“The Board Meeting originally scheduled on May 30, 2024 was adjourned to May 31, 2024, resulting in a one-day delay in submission of the financial results to the Stock Exchanges. However, the Company has duly paid the prescribed penalty and has regularized the default.”

(d) Internal Audit

Pursuant to provisions section 138 of Companies act 2013 read with Companies (Accounts) Rules 2014, the board on recommendation of Audit Committee appointed M/s Thigale Utturkar and Associates Chartered Accountants as the Internal Auditor of the Company. The Management regularly reviews the findings of the Internal Auditor and takes effective steps to implement suggestions of the Internal Auditor.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):

During the year 2023-24 i.e. Previous year

i. net worth of Company does not exceed rupees five hundred crore or more, or ii. turnover of Company does not exceed rupees one thousand crore or more or iii. a net profit of Company does not exceed rupees five crore or

hence the provisions of Corporate Social Responsibility are not applicable to the company for FY 2024-25. Company has formed CSR committee which comprises of

Mr. Siddharth Pradip Bhirdi, Independent Director Mr. Dhruv Jain, Independent Director

Mr. Deepak Chaganlal Choudhari, Managing Director of the Company

The Corporate Social Responsibility (CSR) Committee was constituted as per Section 134 of Companies Act 2013.

The purpose of the committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII and recommend the amount of expenditure to be incurred on these activities and to monitor the Corporate Social Responsibility Policy of the company from time to time. The policy framed by CSR Committee has been Approved and adopted by the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period;

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

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

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

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

INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy;

The Company has been taking various steps and measures to improve efficiency in use of energy and optimize conservation of the energy by increasing the efficiency of raw material inputs in power generation and by reducing/eliminating wastages and reducing consumption of power and fuel.

(ii) the steps taken by the company for utilising alternate sources of energy

The company has not taken any steps for utilisation of alternate source of energy

(iii) the capital investment on energy conservation equipments;

LED tubes fitted to save the energy and also proper power banks introduced whenever necessary. In spite, Conservation of energy and improving the efficiency of existing resources is continuing processes and form an integral part of responsibilities of departmental heads of the Company. No major capital investment has been made for energy conservation equipment.

B. Technology absorption:

(i) the efforts made towards technology absorption; - Installation of new machines

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No new technology has been imported (iv) the expenditure incurred on Research and Development: NIL

During the year under review, the Company had purchased various new machineries. The Company has also replaced spares parts of old machineries to make it functional. The resulted and helped company to start commercial production of yarn.

C. Foreign exchange earnings and Outgo:

VIGIL MECHANISM

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company. No frauds reported by auditors under sub-section (12) of section 143

During the year under review, the Company has an Internal Complaint Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and, there were no compliant received during the year. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Compliance with the provisions of Maternity Benefit Act, 1961:

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961. Your directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required

Number of employees as on the closure of financial year ended 31st March, 2025:

Female: 10 Male: 74 Transgender: 0

PERFORMANCE OF EMPLOYEES:

1. Since the Directors didnt take any salary in current year % increase in remuneration is not applicable

Nobody holds any shares and none of the above is relative of any director or manager of the company

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Policy to manage risk is also placed on the website of the Company. During the year, risk analysis and assessment was conducted and the details of the same are covered in the Management Discussion and Analysis Report of the Company.

FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the Company has formulated a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. Details of the Familiarization Programme of the Independent Directors are available on the website of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards. The same has also been confirmed by Secretarial Auditors of the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31 March 2054. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable

DETAILSOF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant orders were passed by any court.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Except Mr. Arunkumar Manakchand Lalwani (DIN: 02270061) is brother-in-law of Mr. Deepak Chaganlal Choudhari, Managing Director, maternal uncle of Mr. Shrenik Deepak Choudhari, CFO and brother of Mrs. Madhubala Deepak Choudhari, Director of the company, none of other directors are related to each other.

NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON- EXECUTIVE DIRECTORS

None of non-executive directors hold shares in the Company.

WEB LINK WHERE DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS IS DISCLOSED

Familiarisation programme for independent directors is available on the website of Company. i.e. www.girnarspintex.com.

CONFIRMATION THAT IN THE OPINION OF THE BOARD, THE INDEPENDENT DIRECTORS FULFILL THE CONDITIONS SPECIFIED IN THESE REGULATIONS AND ARE INDEPENDENT OF THE MANAGEMENT

Board hereby confirms that independent directors fulfil the conditions specified in SEBI (LODR) 2015 and are independent of the management

ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, financial institutions business associates, consultants, customers, suppliers, contractors and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

By Order of the Board of Directors