Gabion Technologies India Ltd Directors Report

To,

The Members,

GABION TECHNOLOGIES INDIA PRIVATE LIMITED

The Directors have pleasure in presenting their Annual Report on the business and operations of the company and Audited Accounts for the Financial Year ended 31^st March, 2024.

ANCIALSUMMARY/ HIGHLIGHTS

The total income from operations of your Company for the Financial Year ended 31st March 2024 is Rs. 10,46,523.45 (excluding other income) compared to Rs, 7,88,858.31 (excluding other income) in the previous Financial Year ended 31st March 2023. During the Financial Year 2023-24 the Company earned net Profit of Rs. (in thousand) as against Rs. 36,809.62 (in thousand) during previous year

Keeping in view the future growth of the Company, your directors do not recommend any dividend for the

financial year 2023-24.

There were no significant changes in the nature of the business of the Company during the period under review.

For the period ended 31^st March 2024, the Company has transferred Rs. 58,538.6 (in thousand) to Reserve.

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively have been duly followed by the Company.

During the year under review, there is no change in share capital of the company.

The Total Paid-up Share capita! of the company as on March 31. 2024 stood at Rs. 1,66,25,600/- consisting of 1,66,256 equity shares of Rs. 100/- each.

There has been no change in the constitution of Board of Company during the period under review.

The provisions of Section 203 of the Companies Act, 2013 pertaining to appointment of Key Managerial Personnel are not applicable to the Company.

The Following are the Directors of the Company at the end of the Financial Year ended March 31, 2024.

During the Financial Year 2023-24, Thirty Four (34) meetings of Board of Directors of the Company were held as under:

The maximum interval between any two Board Meetings did not exceed 120 (One hundred and Twenty) Days. The details of attendance of each Director at Board Meetings are as follows:

Details of the holding, subsidiary & Associate Company are as follow:

M/s. S Lohia & Associates Chartered Accountants, Ghaziabad (Firm Reg. 021540N) Statutory Auditors hold office till the conclusion of Annual General Meeting to be held in 2025 and Board of Directors of the Company be and are hereby authorized to fix remuneration as may be determined in consultation of auditors.

They have confirmed their eligibility to the effect that their re-appointment if made would be within the prescribed limits under the Act and they are not disqualified for re-appointment

Your Company does not fall in any of the provisions of section 177(9) & (10) of companies Act, 2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower pohcy is not applicable on the company.

No qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

The Directors state that the overall turnover of the company exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013,

Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 the Company is also required to get its cost accounting records audited by a Cost Auditor for the financial year 2024-25. The Company has initiated the process of appointing a Qualified Cost Accountant to maintain the cost records of the Company and get the cost accounting records audited by him.

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable.

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company.

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and companys operations in future.

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, 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 record, and the timely preparation of reliable financial disclosures.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

The status of the Company being a Private Limited Company and not having material profit/turnover/Banks borrowings, the provision related to

(a) Statement on declaration given by Independent Directors (Section 149)

(b) Formation of Audit Committee (Section 177)

(c) Formation of Nomination and Remuneration Committee (Section 178)

(d) Undertaking formal Annual Evaluation of Board and that of its committees and the individual Directors

(e) Undertaking Secretarial Audit (Section 204)

are not applicable to the Company and hence no comment is invited in this regard.

There were no material changes and commitments affecting the financial position of the Company between the end of period to which this financial statements relate and the date of this Report.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

The Company has not accepted any deposit during the year under review which fall under Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014.

During the period under review, the Company has advanced loan of Rs. amounting 18,000.00 (in thousand) to M/S. ARS Merchants Private Limited.

All related party transaction that were entered into during the Financial Year ended 31^s March 2024 were on arms length basis and were in the ordinary course of business. The details are disclosed in Form AOC-2 as Annexure A to this report.

During the period under review, the Company has accepted unsecured loan from directors of the Company as per given table

During the year under consideration, your Company has formed the committee in regard to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the number of employees of the Company is above 10.

During the Financial Year 2023-24, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company.

Your Company has formed committee in regard to Sexual Harassment of women at workplace (Prevention, Prohibition, and Redressal) Act, 2013. This Committee meet as and when considered necessary.

During the Financial Year 2023-24, no case was filed pursuant to Sexual Harassment of women at Workplace (Prevention, Prohibition, and Redressal) Act 2013

The details of conservation of energy, technology absorption, foreign exchange earning and outgo are as follows: Conservation of energy:

No information is required to be provided under this segment.

Technology absorption:

No information is required to be provided under this segment.

Foreign exchange earning and outgo:

During the period under review, the Company has made the export sale of Rs. amounting 11,905.20 (in thousand)

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts, 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 at the end of the financial year 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 this Act 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; and

(e) 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.

Your directors wish to take this opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company. The directors also wish to place on record their deep appreciation for the employees for the hard work, commitment and dedication shown throughout the period