Gothi Plascon (India) Ltd Directors Report

Dear Members,

Your Companys Directors are pleased to present the 30% Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2025 along with the auditors report and notes to the accounts thereon which forms part of this report.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

(Rs. In Lacs)

PARTICULARS	31/03/2025	31/03/2024
Income	440.43	437.70
Total Expenses	216.73	194.67
Profit before depreciation	260.01	243.03
Depreciation	36.31	35.73
Profit / (loss) before Tax	223.70	207.30
Tax Expense	60.80	53.92
Profit / (loss)After Tax	162.90	153.38
Balance in Retained earnings at the beginning of the year	138.18	188.80
Payment Of Dividend	204.00	204.00
Balance in Retained earnings at the end of the year	97.08	138.18

COURSE OF BUSINESS AND OUTLOOK

The company had a profit of Rs.162.90 lacs as compared to the previous year of Rs. 153.38 lacs. Your Directors are hopeful that the Companys performance will improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the Reserves during the year.

DIVIDEND

The Board had declared an interim dividend of Rs. 2.00 per equity share of the face value of Rs.10/- each for the financial year ended 31/03/2025 and same is proposed as final dividend for the year ended 31/03/2025.

SHARE CAPITAL

The authorized share capital of the Company is Rs.1,10,000,000 divided into 11,000,000 equity shares of Rs.10 each. At the beginning of the year under review, the issued, subscribed and fully paid up capital was Rs.1,02,000,000 divided into 102,00,000 equity shares of 310 each. There was no change in share capital of the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments, if any, as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements and forms part of this Boards Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: There are no significant material orders passed by the Regulators /Courts /Tribunal which would impact the going concern status of the Company and its future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There were no contracts, arrangements or transactions entered into that fall under the scope of Section 188(1) of the Companies Act, 2013. Disclosures of related party transactions are mentioned in financial statement of the company and forms part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the annual return i.e Form MGT 7 on the website of the Company : http: / / gothiplascon.com /annual-return/

NUMBER OF MEETINGS OF THE BOARD

During the year, 6 (six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

CHANGES IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR & TILL DATE, IF ANY

Mr. Ram Prasad Vaduvoor Pattabhiraman (DIN: 10692036) was appointed as an Additional Director under the category of Independent Director of the Company with effect from 12/08/2024 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act. His appointment as an Independent Director for a period of 5 years with effect from 12/08/2024, was approved by the shareholders at the previous Annual General

Meeting (AGM) held on 30/09/2024.

Mrs. Pooja Devi Bokdia ( DIN: 09609896) was appointed as an Additional Director under the category of Independent Director of the Company with effect from 12/08/2024 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act. His appointment as an Independent Director for a period of 5 years with effect from 12/08/2024, was approved by the shareholders at the previous Annual General Meeting (AGM) held on

30/09/2024.

Mrs. Priyadarshana Gothi (DIN:09685568), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered presently herself for re- appointment.

Mr. Manish Tulsyan and Mr.Rakesh Rathi has resigned from the directorship w.e.f 12/08/2024 citing pre-occupation and other personal commitments.

Mr. Prakash Chand (DIN: 01741059) retired from the position of Non-Executive Independent Director of the Company, consequent to the completion of his second term of five (5) consecutive years with effect from 08/09/2024.

The composition of the Board of Directors of the Company and other details related to the board during the year is furnished in the Corporate Governance Report annexed to this report.

COMMITTEES

The composition of the committees of the Company and other related details is furnished in the Corporate Governance Report as Annexure -I annexed to this report

DECLARATION FROM INDEPENDENT DIRECTORS

The company has received necessary declarations from the Independent Directors under Section 149(6) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet the criteria of independence laid down thereunder. The Board has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors of the company fulfil the conditions specified in the Companies Act and SEBI LODR and are independent of the management.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees.

The criteria for performance evaluation of the Committees and the Board as a whole include aspects like composition, functioning, effectiveness of processes & meetings, interaction with management and other measures. The criteria for Performance Evaluation of the Directors include aspects like professional conduct, competency, integrity, contribution to the Board and Committee Meetings and other measures. In addition, the performance of the Chairman is also evaluated on key aspects of his roles and responsibilities.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The familiarization programme for the Independent Directors are disclosed in the Report on Corporate Governance forming part of this Boards Report.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have been registered and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is uploaded on the website of the Company www.gothiplascon.com.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

(i) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(i) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis;.

v) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and (vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions.

SECRETARIAL STANDARDS

The board opines that applicable Secretarial Standards have been duly followed by the Company.

SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANY

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

DEPOSITS AND LOANS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year. The particulars of unsecured loan, if any, are furnished in the financial statements and forms part of this report.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

a) Conservation of energy: Your Company being a company having major income from rent the company has no activities involving conservation of energy. However, your Company has taken adequate measures for conservation of energy wherever possible like installation of solar plant,etc.

b) Technology Absorption: Your Company has no activities involving adoption of any specific technology

c) Foreign exchange earnings and Outgo- NIL

CORPORATE SOCIAL RESPONSIBILITY

The Company provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of the COMPANIES ACT,2013 During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

RISK MANAGEMENT

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

CORPORATE GOVERANCE

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report as Annexure -I. A certificate from Mr.N.K Bhansali, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure - II to this report.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, the Board Members and the Senior Management Personnel affirm compliance with the Code of Conduct on an annual basis. The declaration by the CEO as required under Regulation 34(3) read with Schedule V (D) of the Listing Regulations regarding adherence to the Code of Conduct has been obtained for FY 2024~ 25.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism to promote ethical behavior in all its business activities. The details of the Policy is posted on the website of the Company. There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for FY 2024-25.

AUDITOR AND AUDIT REPORT

M/s. N.Singhal & Company, Chartered Accountants, (Firm Registration No0.006249C) has resigned from the company due preoccupation with other professional and personal commitments. Hence Pursuant to Section 139 of the Companies Act, 2013 and other applicable provisions and upon the recommendation of the Audit Committee, the Board of Directors of the Company in the meeting held on 31st July, 2025 appointed M/s Achha Associates, Chartered Accountants (Firm Registration No. 07810S) as the Statutory Auditors of the Company, for a period of 5 (five) consecutive financial years from the conclusion of this AGM till the conclusion of the 35th AGM. Also same is recommended to the Members of the Company for approval and appointment.

The report of the auditor & notes to the accounts thereof are self-explanatory and forms part of this report and the contents of the same be read as content of directors report wherever applicable and warranted . The contents of the same be read as part and parcel of the directors report wherever required.

SECRETARIAL AUDITOR AND REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942 PCS No 2321 ) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed as Annexure- III to this report.

The secretarial auditor report is self-explanatory and forms part of this report and the contents of the same be read as content of directors report wherever applicable and warranted. The contents of the same be read as part and parcel of the directors report wherever required.

Pursuant to amended Regulation 24A of the Listing Regulations, shareholders approval is required for appointment of Secretarial Auditors. Further, such Secretarial Auditor must be a peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and should not be disqualified to act as a Secretarial Auditor and cannot render prohibited services in accordance with the Listing Regulations and as specified by ICSI.

Accordingly, pursuant to Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company in the respective meeting held on 23/05/2025 approved and recommended to the Members of the Company, the appointment of Mr. N.K Bhansali Practicing Company Secretary (Peer Review No.:1825/2022) (“Firm”) as Secretarial Auditor of the Company from the conclusion of this Annual General Meeting till the conclusion of 35% Annual General Meeting of the Company to conduct Secretarial Audit for a term of five consecutive financial years commencing from 2025-26.

DISCLOSE OF THE TOTAL AMOUNT LYING IN THE UNPAID DIVIDEND ACCOUNT

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. There was no amount or shares required to be transferred to IEPF authority.

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2025 and the corresponding shares, which are liable to be transferred to the IEPF:

Financial year	Date of declaration of Dividend	Number of shares against whom Dividend amount unpaid	Amount Unpaid as March is 2025 (Rs.)	Due date of on transfer of 31, Unpaid and Unclaimed Dividend to IEPF
1. 2019-20	23/03/2020	12,53,200	12,53,200	21/05/2027
2. 2020-21	17/03/2021	11,52,335	11,33,220	15/05/2028
3. 2021-22	04/02/2022	11,83,334	11,57,713	04/04/2029
4 2022-23	16/01/2023	11,53,453	22,22,966	16/03/2030
5. 2023-2024	20/01/2024	11,49,893	22,18,250	20/03/2031
6. 2024-2025	24/01/2025	14,27,419	27,59,078	24/03/2032

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure IV to this report.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure-V and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company had complied in general with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint on sexual harassment during the financial year 2024-2025.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application and proceedings has been initiated under Insolvency and Bankruptcy Code.

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

During the Financial Year 2024-25, the Company has not made any settlement with its bankers, hence the question of above difference doesnt arise.

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

ANNEXURE	PARTICULARS
i	Corporate Governance Report
ii	Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement
iii	Secretarial Audit Report
iv	Management Discussions and Analysis Report
v	Information required under section 197 of the Companies Act, 2013
vi	Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO)
vii	Certificate Of Non-Disqualification Of Directors

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Companys objectives, estimates and expectations may constitute “forward looking statements” within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

ACKNOWLEDGMENT

The Directors would like to place on record their sincere appreciation to the Companys customers, vendors and bankers for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board would like to express its gratitude to the members for their continued trust, co-operation and support.

	By Order of the Board
	For GOTHI PLASCON (INDIA) LIMITED
	“sd-
Place: Chennai	Sanjay Gothi
Date: 31/07/2025	(DIN: 00600357)
	Chairman & Managing Director