Gujarat Toolroom Ltd Directors Report

The Company has transferred the amount of profit to the reserves during the financial year under review.

• The Company in their Extra- Ordinary General Meeting held on 14^th August, 2024 vide Ordinary Resolution approved the Increase the Authorised Share Capital from INR

56.00. 00.000 divided into 56,00,00,000 equity shares of face value INR 1/- per share to INR

1.00. 00.00.000 crores divided into 1,00,00,00,000 equity shares of face value INR 1/- per share and altered the memorandum of Association Capital Clause Accordingly.

• The Company through Postal Ballot dated 07^th February, 2025 vide Ordinary Resolution approved the Increase the Authorised Share Capital from INR 1,00,00,00,000 crores divided into 1,00,00,00,000 equity shares of face value INR 1/- per share to INR 1,40,00,00,000 crores divided into 1,40,00,00,000 equity shares of face value INR 1/- per share and altered the memorandum of Association Capital Clause Accordingly.

• The Company through Postal Ballot dated 12 ^th June, 2025 vide Ordinary Resolution approved the Increase the Authorised Share Capital from INR 1,40,00,00,000 crores divided into

1.40.00. 00.000 equity shares of face value INR 1/- per share to INR 2,10,00,00,000 crores divided into 2,10,00,00,000 equity shares of face value INR 1/- per share and altered the memorandum of Association Capital Clause Accordingly.

• The Company through Postal Ballot dated 09^th July, 2025 vide Ordinary Resolution approved the Increase the Authorised Share Capital from INR 2,10,00,00,000 crores divided into

2.10.00. 00.000 equity shares of face value INR 1/- per share to INR 2,45,00,00,000 crores divided into 2,45,00,00,000 equity shares of face value INR 1/- per share and altered the memorandum of Association Capital Clause Accordingly.

• In terms of the Letter of Offer dated May 23, 2024, and in accordance with the Basis of Allotment finalized in consultation with BSE Limited (Designated Stock Exchange], the Registrar to the Issue, i.e., Cameo Corporate Services Limited, and the Board of Directors of the Company, the Board, at its meeting held on July 18, 2024, approved the allotment of 6,11,08,960 Rights Equity Shares of face value INR 1/- each for cash at a price of INR 8/- per share (including a premium of INR 7/- per share].

• The Fund Raising Committee ("Committee"], at its meeting held on October 04, 2024, approved the issue and allotment of 4,34,78,260 Equity Shares to eligible Qualified Institutional Buyers (QIBs) at an issue price of INR 11.50 per Equity Share (including a premium of INR 10.50 per Equity Share). The issue price included a discount of INR 0.24 per Equity Share (i.e., 2.04% of the floor price, as determined in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended). The total proceeds from the QIP aggregated to INR 49,99,99,990 (Rupees Forty-Nine Crores Ninety-Nine Lakhs Nine Hundred and Ninety Only).

• The Fund Raising Committee ("Committee"), at its meeting held on December 20, 2024, approved the issue and allotment of 7,19,24,810 Equity Shares to eligible Qualified Institutional Buyers (QIBs) at an issue price of INR 13.30 per Equity Share (including a premium of INR 12.30 per Equity Share). The issue price included a discount of INR 0.68 per Equity Share (i.e., 4.85% of the floor price, as determined in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended). The total proceeds from the issue aggregated to INR 95,65,99,973 (Rupees Ninety-Five Crores Sixty-Five Lakhs Ninety-Nine Thousand Nine Hundred and Seventy-Three Only).

• The Board of Directors, at its meeting held on Wednesday, February 19, 2025, approved the allotment of 1,16,03,28,150 fully paid-up Equity Shares of face value INR 1/- each as Bonus Shares, to the eligible members whose names appeared in the Register of Members as on February 18, 2025 (the Record Date fixed for this purpose), in the ratio of 5:1 — i.e., 5 (Five) Equity Shares of INR 1/- each for every 1 (One) Equity Share of INR 1/- each held.

Your Company is fully aware and well positioned to tab market opportunities. We would like to add that Management is looking forward to an optimistic year 2025-26 and we appreciate all our stakeholders for their faith in the Company especially during these challenging times. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.

In compliance with the applicable provisions of the Companies Act, 2013 including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013, this Annual Report includes Consolidated Financial Statements for the financial year 2024-25.

The Company has 1 subsidiary as on 31st March, 2025, as described below M/s. GTL GEMS DMCC.

The Company does not have any Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3] of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of subsidiary in Form AOC-1 is disclosed under Annexure-I and forms part of this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the website of the Company.

During the year, Company has not changed its Registered office.

As on date of this report, Company has shifted its Registered Office within local limit of Ahmedabad city from 404 - 4th floor, Samarth Co. Op. H. Soc, Nr. Silicon Tower, Nr. Law Garden, Ellishbridge, Ahmedabad, Ellisbridge, Ahmedabad, Ahmadabad City, Gujarat, India, 380006

To

21A Space House, 61, Srimali Soc., Navarangpura, Ahmedabad- 380009 with effect from 31^st May, 2025.

All the related party transactions and subsequent modifications are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and for transactions which are not foreseen (subject to a financial limit).

A statement of all related party transactions is placed before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

During the year under review, all the transactions entered into by the Company with the Related Parties were at arms length and in the ordinary course of business. These transactions were pre approved by the Independent Directors of the Audit Committee. The transactions entered by the Company with the related parties during the year were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

The details of actual transactions were reviewed by the Audit Committee on a quarterly basis. The transactions entered by the Company during the year under review were in conformity with the Companys Policy on Related Party Transactions.

Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

As on date of the report, the Board of Directors of the Company comprises of Five Directors, of which two are Executive Directors and two Independent Directors (including Woman Independent Director] and one is non-executive non-independent director.

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.

• Mr. Rakesh Kumar Sharma (DIN: 10703752] appointed as an Additional Executive Director of the Company with effect from 22th July, 2024 and who is regularised as a Director and Managing Director of the Company in the Extra-Ordinary general meeting held on 14^th August, 2024.

• Mr. Vishalbhai Chandubhai Kothiya (DIN: 10656383] appointed as an Additional Executive Director of the Company with effect from 22 th July, 2024 and who is regularised as a Director of the Company in the Extra-Ordinary general meeting held on 14^th August, 2024.

• Ms. Vaidehi Bang was appointed as a Company Secretary and Compliance Officer of the Company with effect from 12^th September, 2024.

• Mr. Bhavin Jagdishkumar Tank (DIN: 10821407] appointed as an Additional Non-Executive and Independent Director of the company with effect from 11^th November, 2024 and who is regularised as a Independent Director of the Company in the Extra-Ordinary general meeting held on 13^th December, 2024 whose designation has changed from Independent Director to Non- Independent Non-Executive Director with effect from 13^th August, 2025 subject to the approval in ensuing Annual General Meeting of the Company.

• Mr. Nikhil Vasantbhai Gajjar (DIN: 07557645] appointed as an Additional Non-Executive and Independent Director of the company with effect from 13^th November, 2024 and who is regularised as an Independent Director of the Company in the Extra-Ordinary general meeting held on 13^th December, 2024.

• Ms. Kirti Suri is appointed as a Company Secretary and Compliance Officer of the Company with effect from 21^st June, 2025.

• Mr. Arunkumar Udaybhai Dave is (DIN: 11169192] appointed as an Additional and Managing Director of the Company with effect from 30^th June, 2025 subject to the approval in ensuing Annual General Meeting of the Company.

• Mr. Jatinkumar Pravinchandra Shah is (DIN: 11169181] appointed as an Additional NonExecutive and Independent Director of the company with effect from 30^th June, 2025 subject to the approval in ensuing Annual General Meeting of the Company.

• Ms. Rekha Rani Naraniwal is (DIN: 08467886] appointed as an Additional Non-Executive and Independent Director of the company with effect from 30^th June, 2025 subject to the approval in ensuing Annual General Meeting of the Company.

• Mr. Rajeshkumar Tomar is (DIN11239573) appointed as an Additional Executive Director of the company with effect from 13^th August, 2025 subject to the approval in ensuing Annual General Meeting of the Company

• Mr. Arunkumar Udaybhai Dave is appointed as Chief Financial Officer (CFO] of the Company with effect from 30^th June, 2025.

• Mr. Manjotsingh Surjitsingh Oberoi is appointed as Chief Executive Officer (CEO] of the Company with effect from 04^th July, 2025.

• Mr. Vinod Kumar Mishra (DIN: 07552109] resigned from the post of Non-Executive and Independent Director of the company with effect from 21^st October, 2024.

• Mr. Vaibhav Pankajbhai Kakkad (DIN: 08148272] resigned from the post of Non-Executive and Independent Director of the company with effect from 21^st October, 2024.

• Ms. Nirali Prabhatbhai Karetha (DIN: 10289583] resigned from the Post of Non-Executive and Non-Independent Director of the Company with effect from 20^th January, 2025.

• Mr. Narendra Sharma (DIN: 10295571] resigned from the Post of Managing Director of the Company with effect from 22^nd July, 2024.

• Mr. Sunil Surendra Pachlangia (DIN: 07850377] resigned from the Post of Execuitve Director of the Company with effect from 05^th September, 2024.

• Ms. Asha Parmar resigned as a Company Secretary and Compliance Officer of the Company with effect from 11^th July, 2024

• Ms. Vaidehi Bang was resigned as a Company Secretary and Compliance Officer of the Company with effect from 31^st December, 2024.

• Mr. Rakesh Kumar Dutta resigned as a Chief Financial Officer of the Company with effect from 20^th January, 2025.

• Mr. Rakesh Kumar Sharma (DIN: 10703752] resigned from the post of Managing Director of the Company with effect from 30 ^th June, 2025.

• Mr. Nikhil Vasantbhai Gajjar (DIN: 07557645] resigned from the post of Independent Director of the Company with effect from 30^th June, 2025.

• Mr. Vishal Chandubhai Kothiya (DIN: 10656383] has resigned as a Director from the Board of the Company with effect from 13 th August, 2025.

• Mr. Avchalbhai Hemtabhai Chaudhary (DIN: 10049028], has resigned as a Director from the Board of the Company with effect from 13 th August, 2025.

• Mr. Manjotsingh Surjitsingh Oberoi has resigned as Chief Executive Officer (CEO] of the Company with effect from 30^th August, 2025.

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Bhavin Jagdishkumar Tank (DIN: 10821407] retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends all the resolutions placed before the members relation to the appointment / re-appointment of directors for their approval.

With regard to integrity, expertise and experience (including the proficiency] of the Independent Directors appointed/ re-appointed during the Financial Year 2024- 25, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

In accordance with Section 149(7] of the Companies Act, 2013, and Regulation 25(8] of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6] of the Companies Act, 2013 and Regulation 16(1](b] of the Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management. All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors] Rules, 2014.

The Company arranges detailed presentations at the Board meetings to familiarise Independent Directors with the Companys business, strategy, annual plan and budget, operations, etc. Functional heads are invited to provide update and insights in the areas of HR, Supply chain and logistics, IT and Cyber Security, IFC, ESG and CSR, etc.

The Board of Directors met Six (6] times during the financial year under review. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

The Companys Audit Committee composition is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee is as under:

The terms of reference of the Audit Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The composition of the Nomination and Remuneration Committee is as under:

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has formulated a Nomination and Remuneration Policy, which sets standards for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The said policy inter-alia other matters include the criteria for determining qualifications, attributes, independence of Directors as required under sub-section (3] of Section 178 of the Companies Act, 2013 and the Listing Regulations.

The Stakeholders Relationship Committee was constituted by the Board of Directors in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The brief terms of reference of the Stakeholders Relationship Committee and particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy] Rules, 2014, as amended from time to time, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR] Committee.

The brief outline of the Companys CSR initiatives undertaken during the year under review is furnished and part of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy] Rules, 2014, as amended from time to time.

The composition of the CSR Committee is as under:

The brief terms of reference, particulars of meetings held, and attendance thereat are mentioned in

the Corporate Governance Report forming part of the Annual Report.

In terms of Section 134(5] of the Companies Act, 2013, in relation to the audited financial statements

of the Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

a] in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b] such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2025 and of the profit of the Company for that year;

c] proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d] the annual accounts of the Company have been prepared on a going concern basis;

e] they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f] proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of Section 177(9] of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted Vigil Mechanism Policy for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour.

The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, and so on.

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees.

The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as adequacy of composition of Board and its Committees, execution and performance of specific duties and obligations, preparedness and participation in discussions, quality of inputs, effectiveness of the functions allocated, relationship with management, appropriateness and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on 19^th February, 2025 to review:

• The performance of non-independent directors and the Board as a whole and its committees thereof

• The performance of the Chairman of the Company, taking into account the views of executive directors and non executive directors;

• To assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The disclosure pertaining to remuneration and other details as required under Section 197(12] of the Companies Act, 2013 read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed to this Report.

The details of the internal financial control systems and their adequacy are included in the Management Discussions and Analysis Report, which forms part of the Annual Report.

The matters relating to the Auditors and their Reports are as under:

M/s. K M Chauhan & Associates, Chartered Accountants (Firm Registration No. 12592W] were appointed as Statutory Auditors of the Company at the 39^th AGM held on 30^th September, 2023 for a period of five years commencing from the conclusion of 39^th AGM till the conclusion of 44^th AGM. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31st March, 2025. The said Auditors Report(s] for the financial year ended 31st March, 2025 on the financial statements of the Company forms part of this Annual Report.

Further, on 6^th June, 2025 M/s. K M Chauhan & Associates, Chartered Accountants (Firm Registration No. 12592W] tender their resignation to the Company due to pre-occupation and Auditors have not raised any concern or issue and there is no reason other than as mentioned in their letter.

M/s. R B Gohil & Co, Chartered Accountants (FRN: 119360W], as the new Statutory Auditors to fill the casual vacancy with effect from 4^th July, 2025 and This appointment complies with the Companies Act, 2013, and SEBI Listing Regulations, 2015. M/s. R B Gohil & Co, Chartered Accountants (FRN: 119360W], shall hold office upto the ensuing annual general meeting of the company.

Reporting on Audit Trail:

Pursuant to the Companies (Audit and Auditors] Amendment Rules, 2021 read with Rule 11(g] of the Companies (Accounts] Rules, 2014, it is required that the accounting software used by the

Company for maintaining its books of account should have a feature of recording an audit trail (edit log] and that such audit trail should not be tampered with.

We report that the Company has used one accounting software during the year which does not have such an audit trail feature. This indicates non-compliance with the aforesaid statutory requirement.

Boards Reply: The company is in the process of upgrading its accounting software to incorporate an audit trail (edit log] facility in compliance with statutory requirements. Appropriate measures are being taken to ensure that all accounting records will be maintained with a fully functional audit trail feature going forward.

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, the cost audit is not applicable to the Company.

Provisions of Section 204 read with Section 134 (3] of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156), Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2024-25.

In terms of Section 204 of the Act and Rules made there under, Ms. Prity Bishwakarma, Practising Company Secretary, Proprietor of M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156], Practicing Company Secretary, a Peer Reviewed Firm, has been appointed as the Secretarial Auditor of the Company for the Financial Year 2024-2025 and for the same MR-3 Secretarial Audit Report was issued as ANNEXURE I.

1. Audit report of the company should be signed by CS and CFO of the company.

Boards Reply: As on date of this Report Company has appointed CS and CFO of the Company

2. Company has not maintained Audit trail.:

Boards Reply: The company is in the process of upgrading its accounting software to incorporate an audit trail (edit log] facility in compliance with statutory requirements. Appropriate measures are being taken to ensure that all accounting records will be maintained with a fully functional audit trail feature going forward.

Furthermore, The Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156], Practicing Company Secretary, as the Secretarial Auditors of the Company for a term of 5 (five] consecutive financial years commencing from 1st April, 2025 till 31st March, 2030 subject to approval of Members in the ensuing 41th Annual General Meeting.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website.

The company has in place a sound financial control system and frame work in place to ensure:

• The orderly and efficient conduct of its business including adherence to Companys policies,

• Safe guarding of its assets,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records and

• The timely preparation of reliable financial information.

The Audit Committee reviews internal audit reports and internal control measures at its quarterly meetings. The Companys internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

The shares of the Company are listed on the BSE Limited and for the same BSE has allotted ISIN: INE145J01032 (BSE Code: 513337].

The Company has appointed Bigshare Services Private Limited having its Registration Number: INR000001385 as Share Transfer Agent of the Company.

The Company is having demat connectivity with both depositories i.e. National Securities Depository Limited and Central Depository Services (India] Limited.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated hereunder:

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

Company has not taken any step for utilizing alternate sources of energy.

Company has not made any capital investment on energy conservation equipment.

Company has not imported any technology and hence there is nothing to be reported here.

The details of foreign exchange Earnings and outgo during the year are as follows:

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

The Company has zero tolerance for sexual harassment at 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 for prevention and redressal of complaints of sexual harassment at workplace.

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 details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 during FY 2024-25 are as follows:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2025 and the date of this Directors Report except as mentioned in this Report.

Proceedings have been launched under section 62 of the said Act to determine the tax or any other amount due and Attachment order passed by the respondent authority under section 83 of the GST Act and Bank Accounts of Directors and Company has freeze and the Company has filed petition against GST Department to Unfreeze the Bank Accounts of Directors and Company.

The High Court Passed the order in Favour of Company and instructed GST to unfreeze the Banks Accounts and the same order is submitted by the Company to GST Department however the order from GST Department is pending

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

a) Deposits covered under Chapter V of the Companies Act, 2013;

b) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3] of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures] Rules, 2014;

c) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company;

d) Revision of the financial statements pertaining to previous financial periods during the financial year under review; Maintenance of cost records as per sub-section (1] of Section 148 of the Companies Act, 2013;

e) Frauds reported as per Section 143(12] of the Companies Act, 2013;

f) There were no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

g) 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 and

h) 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.

Your Board takes this opportunity to thank Companys employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, financial institutions and all other business partners/associates.

For and on behalf of the Board of Directors of GUJARAT TOOLROOM LIMITED