GTN Industries Ltd Directors Report

To the Members,

Your Directors are presenting the 63rd Annual Report together with the Audited Statements of Account for the year ended 31st March, 2025

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Net Sales/lncome from
Operations*	17250	18538
Other Income	77	108
Variation in Stock	-341	-818
Total	16986	17828
EXPENDITURE
a) Cost of Materials**	11690	12698
b) Staff Cost	1605	1519
c) Power & Fuel	1572	1498
d) Other expenditure	1862	2142
Total	16729	17857
OPERATING PROFIT	257	-29
Interest	425	430
Profit/(Loss) before	-168	-459
Depreciation and Taxation
Depreciation	378	370
Profit/(Loss) Before Tax	-546	-829
Provision for Deferred Tax	82	196
Prior Period Tax Expense	-1	-
Other Comprehensive income/(Loss)	1	11
TOTAL COMPREHENSIVE
PROFIT/(LOSS) AFTER TAX	-464	-622

* Sales includes Traded goods of Rs.270 lacs (Previous Year Rs. 565 lacs),

** Cost of Material includes Trading purchases of Rs,252 lacs (Previous Year Rs, 550 lacs),

DIVIDEND

In view of the Net loss incurred by the Company during the year, considering that your Directors have not recommended any Dividend for the year.

PERFORMANCE REVIEW

During the Financial Year under review, the Company has achieved turnover of Rs. 17250 lacs against Rs, 18538 lacs in the corresponding previous year, The operating profit before interest, depreciation and tax was Rs,257 lacs as against loss of Rs.29 lacs, Total Comprehensive loss after Tax is Rs, 464 lacs as against loss of Rs. 622 lacs in the corresponding previous year,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that;-

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of your company at the end of the financial year and of the Loss of the Company for that year,

c) they have taken proper and sufficient care, for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d) they 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 were operating effectively.

f) 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,

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the Corporate Governance Standards prescribed by the Securities and Exchange Board of India (SEBI), A report on Corporate Governance with Management Discussion and

Analysisas required under Regulation 27 of the SEBI Regulations are attached as Annexure:

FIXED DEPOSITS

Company is not accepting Fixed Deposits from the public/ shareholders.

DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 27 of the SEBI Regulations,

PERFORMANCE EVALUATION

The Board undertook the initiative to conduct a formal evaluation of its own performance and that of its committees & individual Directors, The Nomination & Remuneration Committee led the evaluation process.

The Independent Directors reviewed the performance of non-independent Directors, the Chairperson of the Company and the Board as a whole.

AUDITORS

i) Statutory Auditors

At the 60th AGM held on 29th day of September, 2022 the members approved appointment of M/s. Lodha&Co, LLP Chartered Accountants, Mumbai, as the statutory Auditors of the Company hold office till the conclusion of the 65th Annual General Meeting to be held in the year 2027.

ii) Cost Auditors

M/s, NSV Krishna Rao & Co., Cost Accountants were appointed by the Board of Directors as Cost Auditors of your Company for the year ended 31 st March, 2025,For the Financial Year 2025-26 M/s. NSV Krishna Rao &Co,, Cost Auditor is appointed with a remuneration of Rs. 50,000/- RA, (Rupees Fifty thousand only)and same is recommended to the Shareholders for approval,

iii) Secretarial Audit

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules,2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-ll

M/s, V.Sidvilas & Associates,, Company Secretaries in practicing were appointed by the Board of Directors as Secretarial Auditors of your Company for the year ended 31st March, 2025.

For a further period of 5 (Five years) form the Financial Year 2025-26 to 2029-30 M/s. V.Sidvilas & Associates Secretarial Auditor is appointed with a remuneration as decided by the Board of Director of the company is submitted to the Shareholders for approval.

PERSONNEL & INDUSTRIAL RELATIONS

There were no employees whose particulars are to be given in terms of Section 134 of the Companies Act,2013 read with the Companies (Particulars of Employees) Regulations Rules, 1975.

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

The Companies Act, 2013 read with Rule 8 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 2014, are set out in Annexure-I, attached hereto and forms part of this report,

VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established, The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtnindustries.com under investor relations/ financial Reports,

RELATED PARTY TRANSACTIONS POLICY

In pursuance to the provisions of Section 188 of Companies Act, 2013, company established Related Party Transaction Policy,Related party transactions that were entered during the financial year were at an arms length basis and werein the ordinary course of business, There were no materially significant related party transactions with the Companys Promoters,

Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company, Transactions with related parties entered by the Company in the normal courseof business are periodically placed before the Audit Committee/Board for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-lll

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted apolicy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement, This Policy was considered and approved by the Board has been uploaded on the website of the Company at www,gtnindustries.com under investor relations / financial results link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is displayed in companies website

i.e., https://www.gtnindustries.com under investor relations / financial results link.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 20242025, the Company has received Zero complaints of sexual harassment, out of which Zero complaints have been disposed off by taking appropriate actions. The remaining Nil complaints are under investigation,

OTHER MANAGEMENT POLICES

The following policies are placed in companys website,

1) Policy for determining materiality of events

2) Policy on preservation of documents

3) Policy on code of conduct for Board Members

4) Nomination and Remuneration Policy

5) Archival Policy for material event/material information disclosed to the stock exchange(s),

DECLARATION OF MANAGING DIRECTOR & CEO

This is to certify that the Company had laid down code of conduct for all the Board Members and senior Management personnel of the company and the same is uploaded on its website www.gtnindustries.com

Further, certified that the members of the Board of Directors and Senior Management personnel have affirmed the compliance with the code applicable to them during the year ended 31st March, 2025

ACKNOWLEDGEMENT

Your Directors placed on record their sincere thanks to IDBI Bank Limited and YES Bank Limited, the concerned Departments of the State and Central Government, Employees and Shareholders of the Company for their valuable assistance, support and cooperation to the Company.

	For and on behalf of the Board
Place: Hyderabad	(M.K. PATODIA)
Date : 28-05-2025	Chairman & Managing Director