Gautam Exim Ltd Directors Report

To,

Dear Shareholders,

Your directors take pleasure in presenting their 19^th Annual Report on the business and operations of the company together with the audited financial statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2024 and the previous financial year ended 31st March, 2023 is given below.

Particulars	31st March 2024	31st March 2023
	in Lakhs	in Lakhs
Net Sales/Income from Business operations	16762.79	27955.34
Other Income	92.66	197.29
Total income	16855.45	28152.60
Less: Expense (Excluding depreciation)	16829.10	28095.87
Profit before Depreciation	26.35	142.34
Less: Depreciation	5.37	5.68
Profit before Exceptional & extra-ordinary items & Tax	20.98	51.05
Less: Exceptional Item	0	0
Add/Less: Extra Ordinary Items	0	0
Profit before Tax	20.98	51.05
Less: Deferred tax	-0.63	-0.63
Less: Wealth tax	0	0
Less: Income tax	6.67	14.55
Less: Previous year adjustment of income tax	0	0
Net Profit/ (Loss) after Tax for the year	14.94	37.13
Dividend (including Interim if any and final)
Earnings per share (Basic)	0.48	1.21
Earnings per share (Diluted)	0.48	1.21

FINANCIAL PERFORMANCE

The performance of the company during last year was little bit disappointing, the net profit of the company after taxation decreased to Rs. 14.94/- Lakhs as compared to Rs. 37.13/- Lakhs in the previous year (Net Profit decreased by appx. 60%), while the turnover of the company has decreased to Rs. 16762.79/- Lakhs as compared to Rs. 27955.34/- Lakhs in the previous year (Turnover decreased by appx. 40%). Management of the company is striving hard by making more sincere efforts for better growth and prospects of the company in the future and to yield better returns for the members of the company.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesnt declared dividends as the company is at growing stage and requires funds for expansion. Your directors are unable to recommend any dividend for the year ended 31st March, 2024.

TRANSFER TO RESERVES

There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the companys activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

PUBLIC DEPOSITS

Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for repayment.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has no Subsidiaries, Joint Ventures and Associates as on the year ended 31st March, 2024.

COST AUDIT

The provision of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

A N N U A L R E P O R T - 2 0 2 1 - 2 2

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.

LISTING INFORMATION

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2024-2025 have been paid to BSESME (Bombay Stock Exchange).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The operations of the company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boards Report as Annexure-4.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INDEPENDENT DIRECTORS

The Board of Directors of the Company informs the shareholders of the Company about the changes in the composition of the Board of Directors of the company during the Financial Year 2023-24 as follows:

APPOINTMENT / CHANGE OF DIRECTOR

During the year Mr. Manishkumar Bansnarayan Ray (DIN: 03512320), Whole-time Director of the Company has resigned w.e.f 28-06-2023.

Mrs. Nagalaxmi Balasubramanian (DIN: 00410495), Whole-time Director of the Company liable to retire by rotation has been re-appointed in 18^th Annual General Meeting of the Company held on 23^rd September, 2023.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Balasubramanian Raman (Managing Director) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for re-appointment, Accordingly, requisite resolution shall form part of the Notice convening the AGM.

COMPOSITION OF BOARD OF DIRECTORS

The composition and category of Directors is as follows:

Name of Directors	Category	DIN
Mr. Balasubramanian Raman	Promoter & CFO/Managing Director	00410443
Mrs. Nagalaxmi Balasubramanian	Promoter & Whole time Director	00410495
Mr. Shivkumar Janakiram Giddu	Independent Director (Non-Executive)	05213072
Mr. Umakant Kashinath Bijapur	Independent Director (Non-Executive)	07269181

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met Four times and board meetings were held on the following dates as mentioned in the table:

SN Date of Meeting	Board Strength	Directors Present
1 29-05-2023	5	5
2 16-08-2023	4	3
3 08-11-2023	4	4
4 24-02-2024	4	4

Mr. Manishkumar Bansnarayan Ray, has resigned w.e.f 28-06-2023.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN Name of Director	Board Meeting			Committee Meeting			AGM
	No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1 Balasubramanian Raman	4	4	100	7	7	100	Yes
2 Nagalaxmi Balasubramanian	4	4	100	0	0	0	Yes
3 * Manishkumar Bansnarayan Ray	1	1	100	0	0	0	No
4 Giddu Janakiram Shivkumar	4	3	75	7	5	71.43	Yes
5 Umakant Kashinath Bijapur	4	4	100	7	7	100	Yes

* Manishkumar Bansnarayan Ray, has resigned w.e.f 28-06-2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors met at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director. During the year under review, the independent directors met on Dt. 24/02/2024 inter alia, to discuss:

Evaluation of the performance of Non independent Directors and the Board of Directors as a whole.

Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non- Executive directors.

Evaluation of the quality, content and timeliness of flow of information between the management and the board that is necessary for the board to effectively and reasonably its duties.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors. The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is attached as Annexure-3 to this Report and the same is also available on the website www.gautamexim.com.

COMMITTEES OF THE BOARD

The Board of Directors has constituted three Committees, viz.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-5.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility

Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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, 2024 and of the profit of the Company for the year 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts 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 are 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.

AUDITORS OF THE COMPANY STATUTORY AUDITORS

At the Annual General Meeting held on 28/09/2019, M/s. C. D. KHAKHKHAR & CO., Chartered Accountants (FRN No. 141767W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2024.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishal Dewang of Prop. of Vishal Dewang and Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2023-24. The Secretarial Audit Report as received from Mr. Vishal Dewang, Company Secretary in Practice is appended as Annexure-2 to this Report.

CREDIT RATING OF SECURITIES

(a) credit rating obtained in respect of various securities: NA (b) name of the credit rating agency; NA (c) date on which the credit rating was obtained: NA (d) revision in the credit rating: NA

(e) reasons provided by the rating agency for a downward revision, if any: NA

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the CSR expenditure and Composition of the Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

EXTRACT OF ANNUAL RETURN

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available on Companys website i.e. www.gautamexim.com for the kind perusal and information.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, no loans or guarantees have been given to any person or body corporate directly or indirectly and no investments have been made by the Company under Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The note for related party transactions Particulars of transactions with related parties pursuant to Section 134 of the Act read with Rule of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure-1. There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons, which may have potential conflict with interest of the Company at large.

A N N U A L R E P O R T - 2 0 2 1 - 2 2

All Related Party Transactions were placed before the Audit Committee and the Board for approval. A policy on the related party Transitions was framed approved by the Board and posted on the Companys website www.gautamexim.com.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business.

VIGIL MECHANISM & WHISTLE BLOWER

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.gautamexim.com

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

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. However, the Company is using electricity in office and regular steps have been taken to improve energy consumption. Further, during the year, your Company has not made any capital investment on energy conservation equipment. Your Company is using electricity as source of energy only.

B. Technology Absorption:

The project of your Company has no technology absorption; hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign exchange earnings was Rs. Nil

The foreign exchange outgo was Rs. 149,43,15,007.97/- (USD $ 1,77,84,539.64)

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading. INVESTOR GRIEVANCE REDRESSAL During the financial year under review, there were no pending complaints or share transfer cases as on 31^st March 2024.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. The policy of the company for the access is available on the website i.e. www.gautamexim.com.

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company policy of the company relating to that is available for the access at the website i.e. www.gautamexim.com.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website i.e. www.gautamexim.com.

DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

From the point of Listed entity, investors are expecting more and more information from the company, so under this policy the management of the company determines the material events of the company and disclose them for their investors. Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.gautamexim.com.

INSIDER TRADING

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including all employees. The policy relating to this is available on the website of the company. This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company, policy related to this available at www.gautamexim.com.

NOMINATION AND REMUNERATION

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Policy relating to the nomination and remuneration of the company is available on the website www.gautamexim.com.

PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act, policy relating to that for the safe keeping of the documents is available on website www.gautamexim.com.

RELATED PARTY TRANSACTIONS

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website www.gautamexim.com.

RISK ASSESSMENT AND MANAGEMENT

Risk is the part of the every ones life, while running any business there are many kind of risk is involved to minims the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available in the website www.gautamexim.com.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices this procedure is adopted by the company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy relating to this is available at the website www.gautamexim.com.

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the

Companys objectives, projections, estimates and expectations, may constitute "forward looking statements "within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central

& State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

By order of the Board of Board of Director	Balasubramanian Raman	Nagalaxmi Balasubramanian
Date : 21/08/2024	Managing Director/CFO	Whole Time Director
Place : Vapi	Din : 00410443	Din : 00410495