Gajanand International Ltd Directors Report

Dear Members,

Your directors have the pleasure of presenting their 16th Directors Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2025.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

Rs. in Lakhs except earnings per share

Particulars	31.03.2025	31.03.2024
Revenue from Operation	9,506.40	10,865.52
Other Income	5.29	9.30
Total Revenue	9,511.69	10,874.81
Expenditure	9,459.29	10,574.10
Profit(loss) before Tax (PBT)	52.40	300.72
Exceptional Item	--	--
Less: Tax Expenses
Current Tax	17.77	77.72
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	-0.93	-1.70
Prior Period Tax	0.00	0.52
Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.00	0.00
Income-tax relating to Items that will not be Reclassified to Profit or Loss	0.00	0.00
Net Profit/loss after tax (PAT)	35.57	224.18
Earning per Equity Share: (in Rupees) for period
Basic	0.2	2.17
Diluted	-	-

2. Transfer to Reserves

The Board has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

3. Changes to the Capital Structure during the year under review

The paid-up equity shares capital of the Company as of 31st March 2025 consists of 1,88,35,568 equity shares of Rs. 10 each. The company has made an issue / allotment of shares during the year under review via SME - IPO (initial public offerings) Proceedings and has issued 57,36,000 equity shares.

4. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

Further, since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

Your company has taken steps to conserve energy. Steps have been taken to identify the areas of excessive energy consumption. Checks have been made to strengthen these areas and timely preventive maintenance has also been carried out to conserve energy.

Conservation of energy:

(i) The steps taken or impact on the conservation of energy	The company has already installed tools/ equipment for conservation of electricity.
(ii) The steps taken by the Company to utilize alternate sources of energy.	The Company/Board have few proposals for alternate source of energy.
(iii) The capital investment in energy conservation equipment	The Company/Board have few proposals for additional investment in this regard.

Technology absorption:

(i) The benefits derived like product improvement, cost reduction, product development or import substitution.	The company has taken necessary steps to acquire technologies during the year as require.
(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	The company has not imported any technologies during the year.
(iv) The expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings and Outgo:

Particulars	Amount
Foreign Exchange Earning	Nil
Foreign Exchange out go	Nil

6. Subsidiaries, Joint Ventures, and Associates

The Company has not any subsidiaries or joint ventures, or associates during the year under review.

7. Significant Events After Balance Sheet Date

There are no other significant events after the Balance Sheet date that require any disclosure.

8. Change in the nature of business

There has been no change in the Companys business nature in the period under review.

9. Material and Significant Orders Passed by Regulators & Courts

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

10. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the Companies Act, 2013. Internal Control Systems are intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a Company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. The Companys internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance about recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

Your management assessed the effectiveness of the Companys internal controls over financial reporting as of March 31, 2025. The assessment involved a management review, internal audit, and statutory audit. During the year under review, the internal audit was conducted based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow-up actions thereon were reported to the Audit Committee. Under Section 143 of the Act.

11. Public Deposits

Your Company has not invited or accepted any deposits from the public/members and there are no outstanding deposits as on March 31, 2025.

12. Auditors, Auditors Qualifications, Reservations, Adverse Remarks in the Auditors Report

Pursuant to the recommendation of the Audit Committee, the Board of Directors and Members of the Company, at their respective meetings held and had approved the appointment of M/s. H.B.Kalaria & Associates., Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (five) consecutive years ("First Term") commencing from the Financial Year 2021 - 2022.

The Statutory Auditors Report does not contain a qualification or adverse remark. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors had appointed Mrs Sweta Yash Khokhariya, as the Internal Auditor of the Company for the Financial Year 2024-25 onwards.

13. Corporate Social Responsibility

During the financial year under review, the Company did not meet any of the criteria as mentioned under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility are not applicable to the Company, and hence, the Company is not required to constitute a CSR Committee or formulate any CSR Policy.

14. Annual Return

Under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2025, is available on the Companys website https://gajanand-int.com/

15. Declaration given by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declarations from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that there was no change.

16. Annual Board Evaluation

The Nomination, Remuneration and Compensation Committee ("NRC Committee") and the Board have adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Evaluation of the Performances of the Board, its Committees, every Director and Chairman, for the financial year 2024-25 has been completed as per the adopted methodology which included review, discussions, providing feedback and discussions on the feedback received from the individual directors.

17. Details of Directors and Key Managerial Personnel Appointed/Resigned during the year

There were no changes in Directors and Key Managerial Personnel Appointed/Resigned during the year.

Following are the directors and KMP in the company as on 31st March,2025:

Sr. No	DIN/PAN	Name	Designation	Date of Appointment
1	02668120	ASHISH DHIRAJLAL MONSARA	Director	15/06/2009
2	02788077	ASHOK BHAGVANBHAI MONSARA	Managing Director	08/10/2009
3	* ****3226F	VIDHI MEHTA	Company Secretary	03/01/2024
4	00804913	ASHOKKUMAR HARIBHAI KOYANI	Director	16/08/2023
5	10273600	MITESH RASIKLAL JASANI	Director	16/08/2023
6	*****0224P	YASH GUNVANTBHAI KHOKHARIYA	CFO	16/08/2023
7	10182169	TRUPTIBEN ASHOKBHAI MONSARA	Director	27/05/2023

18. Number of Meetings of the Board of Directors

During the year under review, 9 (Nine) Board Meetings were held respectively on 10.06.2024, 17.08.2024, 28.08.2024, 30.08.2024, 02.09.2024, 12.09.2024, 15.10.2024, 27.11.2024 and 11.03.2025, and the gap between the two Board Meetings was well within the limit as prescribed by the Companies Act, 2013. In respect of the meetings, proper notice was given, and the proceedings were recorded, and a signed Minutes Book was maintained for the purpose.

19. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The details of the establishment of the Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company, and the web link to the same is https://gaianand-int.com/policies/

20. Audit Committee

Audit Committee is duly constituted by the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition & meetings held during the Financial Year 2024-2025 are provided below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2024-2025. During the year under review, there were 4 audit committee meetings held.

The Audit Committee comprises 3 members, 2 of whom are independent directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Mitesh Rasiklal Jasani	Non-Executive Independent Director	Chairman
Mr. Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Member
Mr. Ashok Bhagvanbhai Monsara	Managing Director	Member

21. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy that lays down a framework for the selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes, and independence of Directors.

The Board has also formulated a Policy relating to the remuneration of Directors, members of Senior Management, and Key Managerial Personnel, which is posted on the Companys website at: https://gaianand-int.com/policies/

During the year, the Nomination & Remuneration Committee constituted of the following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Chairman
Mitesh Rasiklal Jasani	Non-Executive Independent Director	Member
Ashish Dhirajlal Monsara	Non-Executive Director	Member

The Nomination Remuneration Committee is constituted and has met once during the Financial Year 2024-25.

22. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith. The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc. The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

During the year, the Stakeholder Relationship Committee constituted of the following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Chairman
Mitesh Rasiklal Jasani	Non-Executive Independent Director	Member
Ashok Bhagvanbhai Monsara	Managing Director	Member

23. Particulars of Loans, Guarantees or Investments

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the financial year and hence the said provision is not applicable. Investments made during the year if any were within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

24. Related Party Transactions

During the reporting period, the Company has not entered into any contract, arrangement, or transaction with related parties, which were either on an arms length basis or could be considered material according to the Companys policy on the materiality of related party transactions. There was no Contract or arrangement with related parties as per the Section- 188 of the companies Act 2013 during the year under review.

25. Particulars of Employees and Remuneration

a. Remuneration to Directors and Key Managerial Personnel

Details of the remuneration approved by the NRC Committee as well as the Board of Directors for Executive Directors for the Financial Year 2024-2025:

Sr. no.	Name of Director/ KMP	Remuneration of Director/ KMP in Lacs.
1	Ashokbhai B. Monsara - MD	4.80
2	Yash G Khokhariya - CFO	2.64
3	CS Vidhi Mehta	2.10

b. Employee Particulars

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable the achievement of the organizational vision, further there are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

26. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

27. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. JAY A. GOHIL, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Boards Report and forms an integral part of this Report in Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except The Board and management after consent and duly review of audit committee considered the accounts for a period beginning from 01.04.2024 to ending on 31.03.2025 in an audit committee meeting.

28. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

29. Directors Responsibility Statement

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no material departures;

b. 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 at March 31, 2025 and of the profit of the Company for the period ended on that date;

c. 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;

d. the Directors have prepared the annual financial statements on a going concern basis;

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

f. 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.

30. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of the Sexual harassment of women at the work place (Prevention, Prohibition, and Redressal) Act, 2013. committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, no case of sexual harassment was reported.

31. Cost Audit

The Company is not required to appoint a cost auditor to conduct the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013 for the period under review.

32. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

33. Depository Participant

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

34. Details of application made or any preceding pending under insolvency and bankruptcy code, 2016 during the FY along with the current status

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

35. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

The requirement of disclosure of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable during the period under review.

36. Statement on compliance with maternity benefit provisions

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

37. Prevention of insider trading and others

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended time to time. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

38. Acknowledgements

Your directors take this opportunity to thank the Companys customers, shareholders, vendors, and bankers for their support and look forward to their continued support in the future. Your directors also place on record their appreciation for the excellent contribution made by all employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment.

For and on behalf of the Board of Directors
GAJANAND INTERNATIONAL LIMITED
SD/-	SD/-
ASHOK BHAGVANBHAI MONSARA	TRUPTIBEN ASHOKBHAI MONSARA
Chairman and Managing Director	Director
DIN:02788077	DIN: 10182169
Date: 05.09.2025
Place: Jasdan