G S Auto International Ltd Directors Report

Dear Members,

The Directors of your Company have immense pleasure in presenting the 51 Annual Report of the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025: -

1. Financial Results: The Summary of financial results is given below: -

(Rs. Lakhs)

	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	14516.07	15070.31
Profit/(Loss) before Depreciation & Amortization, Interest & Tax (PBDIT) & before exceptional items	1048.17	962.45
Less: Depreciation & Amortization	393.64	386.08
Profit/(Loss) before Interest and Taxes (PBIT)	654.53	576.37
Interest & Financial expenses	415.27	475.71
Profit/(Loss) before Tax (PBT)	239.26	100.66
Less: - Provision for Tax
- Current / Tax for earlier years	-	-
- Deferred Tax	97.51	31.58
Profit/(Loss) after Tax (PAT) for the year	141.75	69.08
Add/Less: Other
Comprehensive Income	(18.95)	(3.20)
Total Comprehensive income for the year	122.80	65.88
Earnings per Share (Rs.)
- Basic & Diluted	0.98	0.48
Dividend per Share (Rs.)	-	-

2. Financial Performance:

During the year under review, the Company recorded steadiness in overall performance and efficiency in all fields. The turnover was little lower as compared to previous year but there was improvement in production-mix, employee productivity and profitability due to cost saving measures in material procurement and overhead expenses as compared to the previous years performance. Your Company has registered slight decrease in revenue from operations of Rs. 14516.07 lakhs as compared to Rs. 15070.31 lakhs in the previous year. During the year, your Company has earned profit before depreciation & amortization and Interest & Taxes (PBDIT) of Rs. 1048.17 lakhs (Previous year Rs.962.45 lakhs), Profit after provision for depreciation & amortization (PBIT) of Rs. 654.53 lakhs (Previous year Rs. 576.37 lakhs), Profit before tax (PBT) of Rs. 239.26 lakhs (Previous year Rs.100.66 lakhs) and Profit after Tax (PAT) of Rs. 141.75 lakhs (Previous yearRs. 69.08 lakhs). The total comprehensive income for the year was Rs.122.80 lakhs (Previous yearRs65.88 Lakhs).

During the year, the company performed better by synchronizing its inputs, products mix and aligning sales policies and products pricing. The management and entire team continuously put its best efforts for improving the performance of the company. There was increase in profitability inspite of little dip in turnover. There was better management for procurement of Raw materials and other consumables and improvement in different processes. The Company attained its determined periodical targets for sales and production. The company was able to decrease in Interest & Financial expenses due to decrease in long term debts.

3. Foreign Exchange Earnings:

During the year, your company has earned net foreign exchange of Rs. 224.64 lakhs from exports as against Rs. 203.20 lakhs in the previous year due to improved performance in export section. There was no outgo of foreign currency during the year.

4. Quality:

The Company has retained its ISO/TS 16949certifications for its Quality Management System.

5. Dividend:

With a view to strengthen long-term working capital and repayment of long-term debts and to conserve resources for future growth, the board has decided not to recommend any dividend for the financial year 2024-2025.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

There is no unpaid /unclaimed dividend for a period of more than seven years as on March 31, 2025.

The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website of the C o m p a n y a t h t t p s : / / g s a u t o . i n / p d f / 6 8 a 4 5 1 6 6 e 7fb04.67600841.pdf.

Shareholders are requested to file IEPF-5 form to claim dividend and shares lying in IEPF.

7. Reserves:

During the period under review, no amount was transferred to reserves.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

9. Adequacy of Internal Control:

The Company has laid down proper and adequate system of internal controls, to ensure that all the assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded properly and reported to the Audit Committee/ Board effectively.

The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable material weakness in the design or operation has been observed so far.

10. Cash Flow Statement:

In conformity with the provisions of Regulation 34(2)(c) of the SEBI Listing Regulations, the Cash Flow Statement for the year ended 31st March, 2025, is annexed hereto.

11. Share Capital:

The paid-up share capital of the Company as at March 31, 2025 is Rs. 725.73Lakhs consisting of 1,45,14,580 equity shares of Rs. 5/- per share. The Company currently has no outstanding shares issued with differential rights, sweat equity or Employee Stock Option Scheme[‘ESOS].

12. Subsidiary, Joint Venture and Associate Companies:

The company does not have any Subsidiary, Joint Venture or Associate of the Company.

During the year under review, no Company has become Subsidiary, Joint Venture or Associate Company.

13. Obligation of Company under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. 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. The mandatory disclosure under Companies (Accounts) Amendment Rules, 2025 is provided hereunder:

a. Number of complaints of sexual harassment received in the year during F.Y. 2024-25	Nil
b. Number of complaints disposed off during F.Y.2024-25	Nil
c. Number of complaints pending for more than ninety days as on end of the F.Y. 2024-25	Nil

14. Maternity Benefit Act, 1961:

The Board of Directors affirms/states that the Company has complied with all applicable provisions relating to the MaternityBenefit Act, 1961.

15. Vigil Mechanism:

Regulation 22 of the SEBI Listing Regulations & subsections 9 & 10 of Section 177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, inter-alia, provide for all listed companies to establish a vigil mechanism called "Whistle Blower Policy" for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.

The Company has established a Vigil Mechanism and a Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations. Disclosures can be made by a whistle- blower through an email or a letter to the Chairman of the Audit Committee for employees and Directors of the Company for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct. It is affirmed that during the year, the Company has not received any complaint under Vigil Mechanism / Whistle Blower Policy and no personnel have been denied access to the Audit Committee. The Vigil Mechanism Policy can be accessed a t t h e C o m p a n y s w e b s i t e a t t h e l i n k https://www.gsauto.in/pdf/Company%20information/Vigil %20Mechanism%20Policy.pdf

16. Research and Development:

The Company has separate department for development of machines and modifications thereof for continuous improvement in processes for manufacturing and development of new products as per market driven requirements of the OEMs and other customers.

17. Human Resource Development:

The Company has an efficient team of experienced professionals and is always following the policy of Creating a healthy environment and work culture for developing and maintaining harmonious inter-personal relations.

18. Risk Management:

A proper and integrated risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management take actions to mitigate the risk exposure in a timely manner.

The Risk Management Policy required to be formulated under the SEBI Listing Regulations, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is expansion of opportunities in all activities and minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten existence of the Company.

The Risk Management Policy can be accessed at the C o m p a n y s w e b s i t e a t t h e l i n k https://www.gsauto.in/pdf/626a3108c192c6.10490347.pd f

19. Directors and Key Managerial Personnel (KMPs):

Directors liable to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of association of the Company, Mrs. Dalvinder Kaur Ryait (DIN: 00572812) and Mrs. Amarjit Kaur Ryait (DIN: 00572776), Executive Directors of the Company, shall retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment, on the same terms and conditions on which they were appointed/ re-appointed.

In compliance with Regulation 36(3)(a) of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief resumes of all the Directors proposed to be appointed / re-appointed are attached along with the Notice calling the ensuing Annual General Meeting.

Independent Directors:

Mr. Mohit Bansal (DIN: 08815472) was appointed as Independent Director of the Company, not liable to retire by rotation, by the Shareholders in their Annual General

Meeting held on 30 September, 2020, for the term of five consecutive years ended on 30 July, 2025.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the Company respectivelyand receipt of notice under Section 160 of the Companies Act, 2013, Mr. Mohit Bansal (DIN: 08815472), Independent Director of the Company, is recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting for a second consecutive term of five years commencing from 31 July,

2025upto 30 July, 2030, by way of Shareholders Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

Likewise, Mr. Sehijpal Singh Khangura (DIN : 09057746), was appointed as an Independent Director of the Company, not liable to retire by rotation, by the

Shareholders in their Annual General Meeting held on 30 September, 2021 for a term of 5 (five) consecutive years with effect from 13 February, 2021 to 12 February, 2026.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the

Company respectively and receipt of notice under Section 160 of the Companies Act, 2013, Mr. Sehijpal Singh Khangura (DIN: 09057746), Independent Director of the Company, is recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting, for a second consecutive term of five years commencing from

13 February, 2026 to 12 February, 2031, by way of Shareholders Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

During the year under review, at the 50 Annual General

Meeting of the Company held on 30 September, 2024, the Shareholders approved the following appointments/ reappointments of Independent Directors:

Name of Director	Designation	DIN	Term	Appointment/ Re-appointment
1 Mr. Pardeep Sehgal	Independent Director	08355909	February, 2024 to February, 2029	Re-appointment
2 Mr. Kanwalpreet Singh Walia	Independent Director	00266474	May, 2025 to May, 2030	Re-appointment

Appointment /Re-appointment of Managing &Executive Directors

During the year under review, at the 50 Annual General th

Meeting of the Company held on 30 September, 2024, the Shareholders approved the following appointments/ reappointments of Managing & Executive Directors:

Name of Director	Designation	DIN	Term	Appointment/ Re-appointment
1 Mr. Jasbir Singh Ryait	Chairman & Managing Director	00104979	August, 2024 to August, 2027	Re-appointment
2 Mr. Surinder Singh Ryait	Managing Director	00692792	August, 2024 to August, 2027	Re-appointment
3 Mrs. Dalvinder Kaur Ryait	Executive Director	00572812	August, 2024 to August, 2027	Re-appointment
4 Mrs. Amarjit Kaur Ryait	Executive Director	00572776	August, 2024 to August, 2027	Re-appointment
5 Mr. Harkirat Singh Ryait	Executive Director	07275740	August, 2024 to August, 2027	Re-appointment

Woman Director on the Board:

Mrs. Dalvinder Kaur Ryait (DIN: 00572812) and Mrs. Amarjit Kaur Ryait (DIN: 00572776), Women Directors of the Company, are appointed in compliance with Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

Declaration by Independent Directors: Independent Directors are non-executive directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have fulfilled the criteria of passing/ exempting online proficiency self-assessment test within the framed timelines.

Companys Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

The Nomination and Remuneration Committee of the Company has formulated a ‘Nomination & Remuneration Policy which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is annexed hereto and forms part of this report as Annexure II.

Familiarization Programme for Board Members: Your Company has formulated Familiarization Programme for all the Board Members in accordance with Regulation 25 of the SEBI Listing Regulations and Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc., through various programs.

The Familiarization Program for Board Members may be a c c e s s e d o n t h e C o m p a n y s w e b s i t e https://www.gsauto.in/pdf/65cf28c072fdf8.07001530.pdf.

Annual Evaluation of the Board Performance: The meeting of the Independent Directors of the Company for the financial year 2024-25 was held on 12 February, 2025, to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and the Board as a whole. The Policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors has been formulated by the Company in the following manner:

Performance evaluation of:	Performance evaluation performed by:
1. Board and individual directors	Board after seeking inputs from all directors
2. Board Committees	Board seeking inputs from all committee members
3. Individual Directors	Nomination and Remuneration Committee
4. Non-Independent Directors, Board as a whole and the Chairman	Separate meeting of Independent Directors after taking views from Executive Directors and other stakeholders
5. Board, its Committees and Individual Directors	At the Board Meeting held after the meeting of the Independent Directors based on evaluation carried out as above.

 

Name	Designation
1. Mr. Jasbir Singh Ryait	Chairman & Managing Director
2. Mr. Surinder Singh Ryait	Managing Director
3. Mrs. Amarjit Kaur Ryait	Executive Director
4. Mrs. Dalvinder Kaur Ryait	Executive Director
5. Mr. Harkirat Singh Ryait	Executive Director
6. Mr. Deepak Chopra	Chief Financial Officer
7. Mr. Sandeep	Company Secretary & Compliance Officer

20. Number of Meetings of the Board:

During the year under review, the Board met five times. The details of Board Meetings are set out in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

21. Committees of the Board:

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees consist of a combination of Independent as well as Non-Independent Directors as stipulated under the provisions of the Companies Act, 2013.

Mr. Kanwalpreet Singh Walia (DIN: 00266474) and Mr.Mohit Bansal(DIN: 08815472), Independent Directors, have been inducted as Members in the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committeeby the Board of Directors in its Meeting held on 13-11-2024 to boost their decision making ability.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Key Managerial Personnel: In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMPs) of the Company as on 31st March, 2025.

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities.
Audit Committee	Mr. Sharwan Sehgal, Chairman	The Committee recommends appointment, remuneration and terms of appointment of auditors of the company; reviews and monitors the auditors independence and performance and effectiveness of audit process; examines financial statement and the auditors report thereon; checks & make omnibus approval for related parties; inter-corporate loans and investments; evaluation of internal financial controls & risk management systems, and monitors whistle blower mechanism.
	Mr. Jasbir Singh Ryait
	Mr. Pardeep Sehgal
	Mr. Sehijpal Singh Khangura
	Mr. Kanwalpreet Singh Walia
	Mr. Mohit Bansal
Nomination and	Mr. Pardeep Sehgal, Chairman	The committee overseas and administers executive compensation, reviews the compensation program to align both short term and long term compensation with business objectives and to link compensation with the achievement of measurable performance goals. The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy.
Remuneration Committee	Mr. Sharwan Sehgal
	Mr. Sehijpal Singh Khangura
	Mr. Kanwalpreet Singh Walia
	Mr. Mohit Bansal
Stakeholders	Mr. Pardeep Sehgal, Chairman	A copy of the policy is appended as Annexure II The committee reviews and ensures redressal of investor grievances. The committee noted that all the grievances of the investors have been resolved during the year.
Relationship Committee	Mr. Sharwan Sehgal
	Mr. Sehijpal Singh Khangura
	Mr. Kanwalpreet Singh Walia
	Mr. Mohit Bansal

22. Auditors, Audit Report and Audited Accounts:

Statutory Auditors:

M/s. Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N), Chartered Accountants, Ludhiana, were re- appointed as Statutory Auditors of the Company in 47 Annual General Meeting to hold office till the conclusion of 52 Annual General Meeting (AGM).

Further, the Statutory Auditors of the Company have submitted Auditors Report on the accounts of the

Company for the Financial Year ended 31st March, 2025.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Cost Records and Audit:

During the year under review, the Company had been mandatorily required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records have been made and maintained. M/s. Pawan & Associates, Cost Accountants, Mohali, (FRN: 101729) as the Cost Auditors of the Company has conducted Cost Audit of the accounts of the Company for the financial year ended 31st March, 2025 and submitted their report.

The Company is maintaining the Cost Records, as specified by the Central Government under Section 148 of the Companies Act, 2013. The Board of Directors had appointed M/s.Pawan& Associates, Cost Accountants, Mohali, (FRN: 101729) as the Cost Auditors of the Company to conduct Cost Audit of the accounts of the Company for the financial year ended 31st March, 2025.

However, as per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and Records) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by the members at the Annual General Meeting. Accordingly, the remuneration to be paidto M/s.Pawan& Associates, Cost Accountants, Mohali, for the financial year 2025-26 is placed for ratification by the members.

Secretarial Audit:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Baldev Arora & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of the Company by the Board of Directors of the Company in their meeting held on 29 May, 2025 for auditing the secretarial records of the Company for the financial year 2024-25.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended

31st March, 2025 and does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the board.

The said Report forms part of this Annual Report as

Annexure III.

23. Corporate Governance:

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably.

A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance as Annexure I.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliances with the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A,27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply to our Company, w.e.f. 01 April, 2024, as its Paid up Equity Share Capital and Net Worth are not exceeding rupees Ten Crore and Twenty Five Crore respectively, as on the last day of the previous financial year ( 31st March, 2024) and further for a period of three consecutive financial years.

24. Deposits:

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

25. Particulars of Loans, Guarantees and Investments:

Particulars relating to Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are provided in the note no. 37 to the Financial Statements.

26. Related Party Transactions:

All related party transactions that were entered into during the financial year, were in the ordinary course of Companys business and were on arms length basis. During the year, the Company had not entered into any contract, arrangement or transaction with any related party which could be considered as material within the provisions of Regulation 23 of SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Companies Act, 2013 in Form AOC-2 is not applicable.

All the related party transactions are placed before the Audit Committee for approval on a quarterly basis. Members may refer to Note 44 to the Financial Statements which sets out related party disclosures pursuant to Ind AS.

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be a c c e s s e d o n t h e C o m p a n y s websitehttps://www.gsauto.in/pdf/644a2d73280a61. 80082121.pdf

27. Remuneration of Directors/ Employees and related analysis:

During the period under review, no employee of the

Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures in respect of managerial remuneration as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, forms part of this report as per Annexure IV.

28. Appointment of Designated Person (Management

And Administration) Rules 2014.

In accordance with amended Rule 9(4) of the Companies (Management and Administration) Rules 2014, it is essential for the company to designate an individual for ensuring compliance with statutory obligations.

The company has already appointed a designated person and the same has been reported in Annual Return of the company filed during the previous year.

29. Audit Trail (Audit And Auditors) Rules 2014

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year.

30. Code of Conduct:

The Board has laid down a code of conduct for Board Members and Senior Management Personnel of the Company. The code incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companys website.

The Board Members and Senior Management Personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman and Managing Director is given at the end of the Corporate Governance Report.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

32. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on 31st March, 2025 has been placed on the website of the Company and the web link of such Annual Return is h t t p s : / / w w w . g s a u t o . i n / p d f / 6 8 a 7ea5d936ae2.23878529.pdf

33. Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.

34. Compliance with secretarial Standards:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings.

35. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/initiation on these matters during the period under review:-

a) Material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report: NIL

b) Details relating to deposits covered under Chapter V of the Act;

c) Any fraud reported by the Auditors of the Company under Section 143(12) read with rule 13 of Companies (Audit and Auditors) Rules, 2014;

d) Significant material orders passed by Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future;

e) Change in the nature of business of the Company;

f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016; and

g) The requirement to disclose the 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 there of, is not applicable.

36. Directors Responsibility Statement:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement. Your Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that your Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company for the said financial year;

iii. that your 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;

iv. that your Directors have prepared the annual accounts on a going concern basis;

v. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

37. Acknowledgements:

Your Directors place on record their sincere appreciation and gratitude to the continuing patronage and trust of our valued customers, bankers, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your Company. Your Directors wish to thank and acknowledge the support of dealers, distributors, vendors and other business associates of the Company for their achievements and good performance in the field of sales and service to the end users.

Your directors also place on record their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support.

Place: Ludhiana For and on behalf of the
Date: 13.08.2025 Board of Directors
Sd/-	Sd/-
Jasbir Singh Ryait	Harkirat Singh Ryait
Chairman &	Executive Director
Managing Director	DIN: 00104979
DIN: 07275740