Gem Spinners India Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 36 th Annual Report of our Company along with the Audited Balance Sheet and the Statement of Profit and Loss Account for the year ended March 31,2026.

1) FINANCIAL RESULTS

Particulars	2025-26 Rs. in Lakhs	2024-25 Rs. in Lakhs
SALES Export	0.00	0.00
	0.00	0.00
Operating Profit	(25.39)	(50.35)
Less: Financial Charges Gross Profit	(25.39)	(50.35)
Less : Depreciation	15.59	15.59
Profit/(Loss) before Tax	(40.98)	(65.94)
Net (Loss) / Profit	(40.98)	(65.94)

2) NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR UNDER REVIEW

During the year under review, there has been no change in the nature of business of the Company. The Company is engaged in the business of manufacture and export of cotton yarn and grey fabrics, and trading in the same commodity. However, owing to prevailing market volatility, the Companys manufacturing operations remained suspended during the financial year 2025-26, and your Directors are exploring all possibilities of recommencing production subject to viability.

3) PERFORMANCE AND STATE OF COMPANYS AFFAIRS

During the year there was no turnover. The Operating Profit/Loss was of the order of Rs.(40.98) Lakhs as compared to the previous year of Rs.(65.94) Lakhs. The Company has suspended the operation due to market volatility. Your directors are exploring all the possibilities of recommencing the production subject to viability.

4) SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31,2026 was Rs.30.68 Crores. No additions and alterations to the capital were made during the financial year 2025-26.

5) DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013, Mr.S.Gopal (DIN:06448007) who retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.

6) DIVIDEND

Your Directors regret for the non-declaration of dividend owing to nonoperation of the unit.

7) TRANSFER TO GENERAL RESERVE

Since there is no operation, the Company does not transfer any funds to the General Reserve.

8) MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY

There are 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 report.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There has been no loan, guarantees or investments given or made by the company under section 186 of the Companies Act, 2013 during the financial year.

10) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesnt have any subsidiaries, associates and joint venture companies.

11) DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

12) DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL (KMPs)

Board Composition

The Board consists of the one Executive Director, one Non-Executive Director and Two Non-Executive Independent Directors.

Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

Retirement by rotation

Pursuant to Section 152 of the Companies Act, 2013, Mr.S.Gopal who retires by rotation at the forthcoming AGM and is eligible for reappointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr.R.Veeramani, Managing Director, Mrs.A.Vani, Company Secretary and Mr.G.Senthilvel, Chief Financial Officer.

BOARD POLICIES

The Company has the following policies which are applicable as per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which are placed on the website of the Company at www.gemspin.com:

• Code of Conduct for Board and Senior Management Personnel.

• Terms and Conditions of Appointment of Independent Directors.

• Vigil Mechanism / Whistle Blower Policy.

• Policy for Determination of Materiality of Events or Information.

• Familiarisation Programme for Independent Directors.

• Policy on Preservation and Archival of Documents.

V.

• Performance Evaluation Policy.

• Code of Conduct for Prevention of Insider Trading.

• Policy on Related Party Transactions.

• Nomination and Remuneration Policy.

Declaration of Independent Directors

As per the Companies Act, 2013, your company had appointed two independent directors and they have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of independence.

Policy of Directors Appointment and Remuneration The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Boards Report.

Information U/S 197(12) of the Companies Act 2013

The information required u/s 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL Training of Independent Directors

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations/orientation programme to non - executive independent directors about the companys strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Companys website at www.gemspin.com

13) MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the year on 13th February 2026 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

14) COMPOSITION OF COMMITTEES OF THE BOARD OF DIRECTORS

As per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015, the constitution of the Audit Committee is as follows:

Name	Designation	Status
Mr. S. Sakthivel Mr. S. Gopal Mrs. R. Rani	Independent Director Director Independent Director	Chairman Member Member

NOMINATION AND REMUNERATION COMMITTEE

Name	Designation	Status
Mr. S. Sakthivel Mr. S. Gopal Mrs. R. Rani	Independent Director Director Independent Director	Chairman Member Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Name	Designation	Status
M r. S . G o p a l Mr. R. Veeramani Mr. S. Sakthivel	Director Managing Director Independent Director	Chairman Member Member

15) COMPOSITION OF COMMITTEES OF THE BOARD OF DIRECTORS

As per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015, the constitution of the Audit Committee is as follows:

Meeting	No. of Meetings	Date(s) of Meetings
Board Meeting	4	30.05.2025, 30.07.2025, 13.11.2025, 13.02.2026
Audit Committee	4	30.05.2025, 30.07.2025, 13.11.2025, 13.02.2026
Nomination & Remuneration Committee	1	13.02.2026
Stakeholders Relationship Committee	6	04.04.2025, 16.05.2025, 30.06.2025, 28.07.2025, 31.10.2025, 19.01.2026
Independent Directors Meeting	1	13.02.2026

16) DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, 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 judgements 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, 2026 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.

17) BOARD MEETINGS:

During the year, four board meetings were held. Dates of the Board meetings and details of Directors attendance at the meetings are furnished in the Corporate Governance report.

18) RISK MANAGEMENT POLICY

The risk management is overseen by the audit committee of the company on a continuous basis, therefore constituting a Risk Management Committee does not arise. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

19) RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN REMUNERATION OF EMPLOYEES

As none of the Directors of the Company draw any salary or perquisites, remuneration during the financial year 2025-26 was limited to sitting fees for attending Board/Committee meetings, as follows. Accordingly, the ratio of remuneration to median employee remuneration and percentage increase in remuneration, as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not meaningfully computable and is stated as Not Applicable

Director	Sitting Fees Paid FY 2025-26 (Rs.)
Mr. R. Veeramani	12,000
Mr. S. Sakthivel	12,000
Mr. S. Gopal	12,000
Mrs. R. Rani	9,000
Mrs. Poorana Juliet	6,000

20) LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2025-26 to BSE Limited.

21) RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.gemspin.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

22) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

During the financial year, there were no material developments in the Human Resources/Industrial Relations front which had a significant impact on the operations of the Company

23) COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any Holding Company nor any Subsidiary Company; therefore, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable to the Company for the financial year under review.

24) CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr.G.Senthilvel, Chief Financial Officer.

25) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I to this Report.

26) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS 2015.

As per the provisions of the SEBI(LODR) Regulations, 2015, Management Discussion & Analysis Report (Annexure II) and Corporate Governance Report with Auditors Certificate thereon (Annexure - III) are attached and form part of this report.

27) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not having Net profits of more than 5 Crore rupees, in the Year 2025-26 and therefore Constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

28) PARTICULARS OF EMPLOYEES:

According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the directors are drawing remuneration and thereby the said section is not applicable and hence not furnished.

29) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

30) STATUTORY AUDITORS

M/s.Vivekanandan & Associates, Chennai, Chartered Accountants was appointed as Statutory Auditor of the Company from the conclusion of 33rd Annual General Meeting for a term of 5 (five) years until the conclusion of 38th Annual General Meeting.

31) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal audit, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial statements and other data for maintaining accountability of assets.

32) SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules there under the Board has appointed Lakshmmi Subramanian & Associates, Practising Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for a period of Five years commencing from the conclusion of the 35th Annual General Meeting. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith marked as Annexure - IV to this Report.

COMMENT ON SECRETARIAL AUDITORS REPORT - The Board of Directors has taken adequate measures to regularize the qualification stated in their report.

33) COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company does not fall under the purview of Cost Audit.

34) AUDIT COMMITTEE RECOMMENDATION

During the year, all the recommendations of the Audit Committee were accepted by the Board.

35) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

36) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDESSAL) ACT, 2013

The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC). Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further details are as follows:

Particulars	Number
Number of complaints of sexual harassment	Nil
received during the year
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

37) COMPLIANCE UNDER MATERNITY BENEFIT ACT

The Company affirms that it has duly complied with all applicable provisions of the Maternity Benefit Act, 1961

38) NO ESOP / BUYBACK DECLARATION

The Company has not issued any shares under an Employees Stock Option Scheme or Sweat Equity, nor undertaken any Buyback of Securities during the year under review.

39) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review. [CONFIRM BEFORE FINALISING]

40) DIFFERENCE BETWEEN VALUATION AT ONE-TIME SETTLEMENT AND VALUATION AT THE TIME OF AVAILING LOAN

The Company has not made any one-time settlement of loans taken from banks or financial institutions, and hence disclosure of the difference between the valuation done at the time of one-time settlement and the valuation done while availing the loan is not applicable for the year under review.

41) CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and are therefore forward-looking within the meaning of applicable securities laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statutes, market forces and other associated and incidental factors may, however, lead to variation in actual results.

42) ACKNOWLEDGMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors

R.Veeramani	S.Sakthivel
DIN: 00032895	DIN: 10642354

Place: Chennai Date: 14-08-2026