GTN Industries Ltd Directors Report

To the Members,

Your Directors are presenting the 64 th Annual Report together with the Audited Statements of Account for the year ended 31 st March, 2026

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	Year ended 31 st March, 2026	Year ended 31 st March, 2025
Net Sales/Income from
operations*	16056	17250
Other Income	179	77
Variation in Stock	-252	-341
Total	15983	16986
EXPENDITURE
a) Cost of Materials**	11127	11690
b) Staff Cost	1805	1605
c) Power & Fuel	1650	1572
d) Other expenditure	1898	1862
Total	16480	16729
OPERATING PROFIT	-497	257
Interest	382	425
Profit/(Loss) before
Depreciation and Taxation	-879	-168
Depreciation	407	378
PROFIT/(LOSS) BEFORE TAX
AND EXCEPTIONAL ITEM	-1286	-546
Exceptional Item	-118	-
Provision for Deferred Tax	332	82
Prior Period Tax Expense	-	-1
Other Comprehensive
income/(Loss)	-1	1
TOTAL COMPREHENSIVE
PROFIT/(LOSS) AFTER TAX	-1073	-464

* Sales includes Traded goods of Rs. 201 lacs (Previous Year Rs. 270 lacs).

** Cost of Material includes Trading purchases of Rs.190 lacs ( Previous Year Rs. 252 lacs).

DIVIDEND

In view of the Net loss incurred by the Company during the year, to conserve available resources, 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. 16056 lacs against Rs. 17250 lacs in the corresponding previous year. The operating loss before interest, depreciation and tax was Rs. 497 lacs as against profit of Rs. 257 lacs. Total Comprehensive loss after Tax is Rs. 1073 lacs as against loss of Rs. 464 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 so as 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 safeguarding 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 Analysis

as 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 29 th 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, 2026.For the Financial Year 2026-27 M/s. NSV Krishna Rao & Co., Cost Auditor is appointed with a remuneration of Rs. 50,000/-PA. (Rupees Fifty 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-II

At the 63 rd AGM held on 24 th day of September, 25 the members approved appointment of M/s. V Sidvilas & Associates Secretarial Auditor for the period of 5 (Five years) form the Financial Year 2025-26 to 2029-30 with a remuneration as decided by the Board of Director of the company

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 here to 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 under investors/relationship ink.

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 were in 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 course of 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-III

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy 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 under investors/ policy documents/Related Party Policy 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., financials-reports.

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 202324, 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 .

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, 2026.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to Central Bank of India, 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 : 12-08-2026 Chairman & Managing Director

ANNEXURE- I

Information as per Section 134 (3) (m) and read with Rule 8(3) (A) (B) (C) of Companies (Accounts) Rules 2014 and forming part of the Boards Report:

A. Energy Conservation

The Company is making all round efforts for the conservation of energy, to reduce the energy cost, energy efficient equipments are being used and purchased from outside. Total energy consumption and energy consumption per unit of production as prescribed in form - A, is as under

	Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025
i	Power Consumption
	1. Electricity
	a) Purchased (Units in lacs)	264.60	257.86
	Total amount (Rs. In lacs)	1650.03	1572.17
	Rate per unit (Rs.)	6.24	6.10
	b) Own generation through Diesel	\u2014	\u2014
	Generator (units in lacs)	\u2014	\u2014
	Units per liter of diesel oil	\u2014	\u2014
	Cost per unit (Rs.)	\u2014	\u2014
	2. Coal	Nil	Nil
	3. Furnace Oil (low sulphur high stock oil)	Nil	Nil
	4. Other internal generation	Nil	Nil
ii	Consumption per unit of production
	a) Electricity - Units per Kg. Yarn	6.33	5.71
	Units	264.60	257.86
	KG Produced	41.82	45.15
	b) Furnace Oil
	(low sulphur high stock oil) Ltrs.	\u2014	\u2014
	per Kg/unit.

B. Technology Absorption

Efforts made in Technology Absorption as per Form B:

Indigenous technology alone is used and Research and Development are carried out by a separate Textile Research Association for Textile Units situated Southern Region (SITRA).

C. Foreign Exchange Earnings & Outgo-notes to accounts back up-CIF value

Total Foreign Exchange earned and used excluding capital goods, Components & Spares.

Earned : Rs.2506.35 lacs (Previous year Rs. 4842.58 lacs)

Used : Rs.1650.07 lacs (Previous year Rs. 1245.94 lacs)

For and on behalf of the Board

Place : Hyderabad (M.K. PATODIA)

Date : 12-08-2026 Chairman & Managing Director