Gujarat Cotex Ltd Directors Report

To

The Members.

Gujarat Cotex Limited

Your directors present Annual report on the business and operations of the company
to gather with Audited Statement of Accounts of the company for the year ending
31^s March 2025

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013
are given below

a) The web address, if any. where annual return referred to in sub-section

(3) of section 92 has been placed:

The Annual Return of the company as on 31/03/2025 is available on the

Companys website on www gujcotex co.

b) Number of meetings of the Board:

During the year 2024-25. 8 meetings of Board of Directors were held

c) Directors Responsibility Statements:

The directors state that^-

i) In the preparation of annual accounts for the financial year ended 31"
March 2025, the applicable accounting standards had been followed
along with proper explanation relating to material departures.

ii) The directors had 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 stale of affairs of the
company as at 31" March and of the profit/loss of the company for that
period:

ill) The directors had taken proper and sufficient care 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 irregulanties;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively

vi) The director had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively

ca) Details of frauds reported by auditors under sub-section (12) of section

143 other than those which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of
The Companies Act, 2013.

d) A Statement on Declaration given by Independent Directors under sub-
section (6) of section 149.

The independent Directors have submitted declaration pursuant to Section
149(7) confirming that he meets the cntena of independence pursuant to
section 149(6). The statement has been noted by Board of Directors,

e) If Company covered under sub-section (1) of section 178, companys
policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of director
and other matter provided under sub-section (3) of section 178.

The Board has. on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of director and key
managerial personal and their remuneration. The policy is disclosed at
?Annexure A In pursuance of provision to section 178(3) of the companies
Act 2013.

The Company does not pay any remuneration to the Non-
Executive/lndependent Directors of the company other than sitting fees for
attending the meeting of the Board/Committee Remuneration to the
Managing Director is governed by the relevant provisions of the Companies
Act. 2013.

f) Explanations or comments by the board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his
report / by the company secretary in practice in his secretarial audit
report.

The disclosures made by the statutory auditors in the report are self
explanatory and no explanation by the board is required

The Secretarial Audit Report pursuant to Section 204 of the Companies Act.
2013 in prescribed Form MR-3 is attached to as ‘Annexure B" to this report.
The Company has taken note of Qualification. Reservation etc in the Said
report and shall make arrangement for necessary compliance in future.

g) Particulars of loans, guarantees or investments under section 186 of
Companies act. 2013

Company has not dunng the year under review (a) given any loan to any
person or other body corporate (b) Given any guarantee or provide secunty in
connection with a loan to any other body corporate or person, and (c)
Acquired by way of subscription, purchase or otherwise, the securities of any
other body corporate, Exceeding sixty per cent of its paid-up share capital.

free reserves and securities premium account or one hundred per cent of its
free reserves and securities premium account, whichever is more and hence
the particulars are not required to be included in this report

h) Particulars of contracts or arrangements with related parties referred to
in sub-section (1) of section 188 in the prescribed form (Form AOC-2)

Company has not entered into transactions referred to in section 188(1) of
The Companies Act, 2013 with related party and as such particulars in form
AOC-2 are required to be attached to this report

i) The state of Companys affairs

There is no Matenal change in the state of affairs of the company particularly
nature of business being earned out.

The revenue from operations of the company has increased from Rs 1690.73
Lakhs in the year 2023-24 to Rs. 2730.67 Lakhs in the year 2024-25. The
Profit of the company after tax in the year 2023-24 18.94 Lakhs whereas for
the year 2024-25 company had a Profit of Rs. 22 13 Lakhs

j) The amount, if any, which it proposes to carry to any reserves

The Directors do not propose to carry any amount to reserves

k) The amount, if any, which it recommends should be paid by way of
dividend

The Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments, if any, Affecting the Financial
Position of the Company which have occurred between the Ends of the
financial year of the company to which the financial statements relate
and the date of the report.

There are no material changes and/or commitments affecting financial
position of the Company occurred after end of financial year till date of this
report

m) The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo in such manner as may be prescribed.

Information and details pursuant to Rule 8(3) of the Companies (Accounts)
Rules, 2014 with respect to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy:
NIL

iii) The capital investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption Not Applicable
il) The benefits denved like product improvement, cost reduction, product
development or Import substitution: Not Applicable
ill)In case of Imported technology (imported dunng the last three years
reckoned from the beginning of the financial year)-
a The details of technology imported Not Applicable
b. The year of import. Nol Applicable

c Whether the technology been fully absorbed Not Applicable
d If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof Not Applicable and
lv)The expenditure Incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Foreign Exchange earned (actual inflows during the year). Rs. NIL
Foreign Exchange outgo (actual outflows): Rs NIL

n) A statement including development and implementation of a Risk
Management Policy for the company including identification therein of
elements of risk, if any. which in the opinion of the board may threaten
the existence of the company;

The Directors do not foresee any risk that may threaten the existence of the
company in normal course The Directors proposes to develop and implement
specific Risk Management Policy on identification of any nsk

o) The details about the policy developed and implemented by the
company on corporate social responsibility initiatives taken during the
year;

Since the net worth of the company Is below Five Hundred crores, Turnover of
tho company is below one thousand crores, Net Profit of the company is
below five crores. The provision of Section 135 of The Companies Act 2013
Is not applicable to the company and hence the company is not required
undertake any corporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having
such paid-up sharo capital as may be prescribed, a statement indicating
the manner in which formal annual evaluation has been made by the
Board of its own performance and that of its committees and individual
directors;

Pursuant to provision of the Companies Act. 2013 the board has carried out
the annual performance evaluation of its own performance as well as the
evaluation of the Audit Committee and Nomination & Remuneration
Committee

The chairman of Board of directors and the chairman of Nomination &
remuneration Committee met all the directors individually to get an overview
of the functioning of the board and its constituents inter alia on the following
board criteria i.e. attendance and level of participation, independence of
judgment exercised by independent directors, Interpersonal relationship etc.

Based on the valuable inputs received, the directors are encouraged for
effective role in companys management.

q) Such other matters as may be prescribed.

(Pursuant to Rule 8(5) of The Companies (Accounts) Rules, 2014)

I) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is

as under-

Rupees in Lakhs

Particulars	As on 31/03/2025	As on 31/03/2024
Turnover and other income	2730.72	1690.84
Interest and Financial Charges	2 04	048
Depreciation	6.01	3.13
Profit / Loss (-) before exceptional items and tax	29 94	26.03
Profit /Loss(-) After Tax for the year	22 13	1894

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company.

ill) The Details of Directors or key managerial personnel who were
appointed or have resigned during the year:

Shn Brnod Kumar Agarwal and Shn Monil Navinchandra Vora are
appointed as independent directors of the company with effect from
03/09/2024 and Shri Tarunkumar Parsottamdas Solanki has resigned from
directorship with effect from 03/09/2024

(iiia) 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:

Shn Binod Kumar Agarwal and Shn Monil Navinchandra Vora are
Registered in the Independent Directors Databank and are appointed as
Independent directors in the company with effect from 03/09/2024. In
opinion of the Board Shn Binod Kumar Agarwal and Shri Monil

Navinchandra Vora have the requisite integrity, experience and expertise to
discharge their duties as independent directors.

iv) The names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or
associate company.

v) The details relating to deposits, covered under Chapter V of the Act,*

(a) Accepted during the year NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or
payment of interest thereon dunng the year and if so, number of such
cases and the total amount involved-

(i) At the beginning of the year: Not Applicable

(ii) Maximum dunng the year: Not Applicable
(ill) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act: NIL

viijThe details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and companys operations in future: NIL

viiijThe details in respect of adequacy of internal financial controls with
reference to the Financial Statements.

The company has in place adequate internal financial controls with
reference to financial statements Periodic audits are undertaken on
continuous basis covering all major operation. Dunng the year no
Reportable Matenal weakness in the operation was observed

ix) A disclosure, as to whother maintenance of cost records as specified
by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and accordingly
such accounts and records are made and maintained.

Company is not required to maintain the cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies
Act. 2013.

x) A statement that the company has complied with provisions relating
to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act. 2013.

The Company has adopted a policy on prevention, prohibition and
Redressal of Sexual harassment at workplace and has duly constituted an
Internal Complaints Committee in line wrth the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

xl) 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: Nil

xii)the details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons
thereof: Not Applicable

Disclosures under Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Sr. Requirement under Rule 5(1) No.	Details
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	Not Applicable No remuneration paid to Managerial Personnel,
(ii) The percentage increase in remuneration of each director, chief financial officer. Chief Executive officer, company secretary or manager, in the financial year	No Remuneration has been paid to directors & CFO and no increase in Remuneration paid to Company Secretary.
(iii) The percentage increase in the median remuneration of employees in the financial y?af	No increase in remuneration of the employees
(iv) Number of permanent employees on the rolls of the company as on 31 ** March. 2025.	5
(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managenal remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Not Applicable. No remuneration paid to Managerial Personnel
(vi) Affirmation that the remuneration is as per the remuneration policy of the company,	The company affirms remuneration is a per the remuneration policy of the company

No Employee of the company has been paid Remuneration in excess of limits laid
down in rule 5(2) of the companies (Appointment and Remuneration of Managenal

Personnel) Rules. 2014 Requisites details of Top Employees as required under the
Provisions of the Companies Act. 2013 is as under -

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Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177
of the Companies Act. 2013, The Audit committee comprises of three directors
namely Mr Binod Kumar Agarwal. Mr. Monll Navinchandra Vora and Shri
Shaileshkumar Jayantkumar Parekh. Mr. Binod Kumar Agarwal Is the Chairman of
the Audit Committee. During the year there was no Instance where the board had not
accepted the Recommendation of Audit Committee.

Vigil Mechanism/Whistle Blower Policy

Pursuant to section 177(9) of the Companies Act. 2013 read with Rule 7 ol the
Companies (Meetings of Board and its Power) Rules. 2014, the Board of Director
has adopted vigil mechanism in the form of Whistle Blower Policy through which, its
Directors. Employees and Stakeholders can report their genuine concerns about
unethical behaviors, actual or suspected fraud or violation of the Company s code of
conduct or ethics policy.

It is the Company s Policy to ensure that no employee is victimised or harassed for
bringing such Incidents to the attention of the Company The practice of the
Whistleblower Policy is overseen by the Audit Committee of the Board and no
employee has been denied access to the Committee The said policy provides for
adequate safeguards against victimization and also direct access to the higher levels
of supervisors.

Mr Binod Kumar Agarwal, the Chairman of the Audit Committee can be contacted to
report any suspected / confirmed incident of fraud/misconduct on:

Email iayprabha@hotmail.com
Contact no.: 0261-3100550
Mo 9327977729

Your Company hereby affirms that no director/employee has been denied access to
the Chairman of the Audit Committee and that no complaints were received dunng
the year

The Board of Directors place on records the services of all stakeholders and
associates who have co-operated in the working of the Company

By Order of the Board

For Gujarat Cotex Limited

 

sai-	Sd/-
Shaileshkumar	Chetankumar
Jayantkumar Parekh	Shaileshkumar Parekh
Managing Director	Director and CFO
(DIN 01246270)	(DIN: 01246220)

 

Place Silvassa

Dale: 29/08/2025