Gulshan Polyols Ltd Directors Report

Dear Members,

The Board of Directors of Gulshan Polyols Limited (the "Company") is delighted to present the Twenty Fourth (24th) Annual Report on the business and operations together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2024.

1. FINANCIAL RESULTS STANDALONE & CONSOLIDATED

Key highlights of standalone and consolidated financial performance for the year ( in Lakhs, except earnings per share)

Particulars	Standalone		Consolidated
	Financial Year Ended		Financial Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
REVENUE
Revenue from Operations	1,37,797.58	1,17,972.97	1,37,797.58	1,17,972.97
Other Income	1,220.65	706.48	1,220.65	706.48
TOTAL INCOME (I)	1,39,018.23	1,18,679.45	1,39,018.23	1,18,679.45
TOTAL EXPENSE OTHER THAN INTEREST AND DEPRECIATION (II)	1,31,981.56	1,09,155.13	1,31,989.87	1,09,173.13
Earnings before Interest, Tax , and Depreciation (EBITDA) (I II)	7,036.67	9,524.32	7,028.36	9,506.32
Less: Finance Cost (Interest)	1,008.77	612.73	1,011.52	612.73
Depreciation	3,236.93	2,873.49	3,236.93	2,873.49
PROFIT BEFORE TAX (PBT) BEFORE SHARE IN NET PROFIT/(LOSS)	2,790.97	6,038.10	2,779.91	6,020.10
OF ASSOCIATES
Share in net profit/(loss) of associates	-	-	-	-
PROFIT BEFORE EXCEPTIONAL ITEMS & TAX (III)	2,790.97	6,038.10	2,779.91	6,020.10
Exceptional Items	22.74	-	-	-
PROFIT BEFORE TAX (PBT) (IV)	2,768.23	6,038.10	2,779.91	6,020.10
Less - Current Tax	-	1,450.51	-	1,450.51
- Deferred Tax	1,004.14	51.41	1,004.14	51.41
TOTAL TAX EXPENSES	1,004.14	1,501.92	1,004.14	1,501.92
PROFIT AFTER TAX (PAT) (V)	1,764.09	4,536.18	1,775.77	4,518.18
Earnings per Share on Net Profit after tax (face value 1/- each)
(In Rupees)
Basic ( )	2.83	7.27	2.85	7.24
Diluted ( )	2.83	7.27	2.85	7.24

OPERATIONAL AND FINANCIAL PERFORMANCE

Financial Year 2023-24 was challenging year for the Company leading to overall decline in revenue and profitability. On a standalone basis, the Company achieved Total Income of Rs. 1,39,018.23 Lakhs for the year under review as compared to Rs. 1,18,679.45 Lakhs in the previous year. Despite the challenging government policies and rise in the grain prices, the profit after tax on Standalone basis for the financial year ended March 31, 2024 stood at Rs.1,764.09 Lakhs as compared to Rs. 4,536.18 Lakhs.

2. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affair has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming a part of this Annual Report.

3. DIVIDEND

The Board of Directors of the Company, in their meeting held on May 21, 2024, had recommended a Final Dividend @ 30% i.e 0.30 per equity shares of face value of 1/- each for the year ended 31 March 2024. The proposed Dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting (hereinafter referred to as "AGM") of the Company. The Final Dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend Distribution Policy of the Company may be accessed on the Companys website at the weblink:https://www.gulshanindia.com/ policy.html.

4. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

During the Financial Year 2023-24 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company had transferred the unclaimed dividend pertaining to Financial Year 2015-16 (Final) amounting to 4,71,166.50/- (Rupees Four Lakh Seventy One Thousand One Hundred Sixty Six and Fifty Paisa Only) to the Investors Education and Protection Fund("IEPF") Account established by the Central Government.

The details of dividend amount transferred to IEPF are available on the Companys website at web link https://www.gulshanindia.com/unpaid- dividend-transferred-to-iepf.html.

Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Further,pursuanttotheprovisionsofInvestorEducation as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after giving due notices to the concerned shareholders. Accordingly, the Company has transferred 29,030 (Twenty Nine Thousand and Thirty) equity shares to the IEPF account during the financial year 2023-24. The details of equity shares transferred are also available on the Companys website at web link https://www.gulshanindia.com/transferred-iepf.html.

The Company has filled IEPF-1 (Statement of amounts credited to IEPF) for transfer of unclaimed dividend pertaining to Financial Year 2016-17 (Interim Dividend) amounting to Rs. 5,98,074/- (Rupees Five Lakh Ninty Eight Thousand Seventy Four Only). However, due to on IEPF website the Form IEPF-1 is still pending for approval, however the Company has already tranferred the dividend amount to the IEPF Authority.

The Nodal officer of the Company is Ms. Archisha Tyagi. The details of the nodal officer are also available on the Companys website at link https://www.gulshanindia.com/iepf.html.

5. CAPITAL STRUCTURE & STOCK OPTIONS

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 is 42,81,00,000/- (Rupees Forty Two Crore and Eighty One Lakh only) divided into 28,06,00,000 (Twenty Eight Crores and Six Lakhs) Equity Shares of 1/- (Rupees One only) each; 2,50,000 (Two Lakhs and Fifty Thousand) Redeemable Preference Shares of 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakhs and Fifty Thousand) Redeemable Preference Shares of 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31, 2024, the paid-up equity share capital stands at 6,23,70,586 (Rupees Six Crore Twenty Three Lakh Seventy Thousand Five Hundred and Eighty Six only) consisting of 6,23,70,586 (Six Crore Twenty Three Lakh Seventy Thousand Five Hundred and Eighty Six only) equity shares of 1/- (Rupee One only) each.

Bonus Issue

During the year under review, the Board of Directors of the Company at their meeting held on May 12, 2023 recommended issue of bonus Equity shares, in the proportion of 1:5 i.e. 1 (One) new fully paid up equity share of Re. 1/- each for every 5 (Five) existing fully paid-up equity shares of Re. 1/- (One) held by the Shareholders of the Company as on record date.

The said Bonus issue was approved by the Members of the Company vide resolution dated June 13, 2023 passed through postal ballot, subsequent to which 1,03,95,097 (One Crore Three Lakh Ninety Five Thousand Ninety Seven) bonus equity shares were allotted to the Members on 23th June, 2023, to those names that appeared on the register of members as on 21st June, 2023, being the record date fixed for this purpose.

During the year under review, the Company has applied for listing of 1,03,95,097 Equity Shares and the BSE Limited and National Stock Exchange of India Limited granted its listing and trading approval vide letters dated June 28, 2023 (NSE Listing Letter); June 26, 2023 (BSE Listing Letter) and July 07, 2023 (BSE and NSE Trading Letters) respectively.

6. EMPLOYEES STOCK OPTION PLAN

The members of the Company had approved the Gulshan Polyols Limited Employees Stock Option Scheme, 2018("ESOP 2018") for grant of stock options exercisable into not more than 31,18,529 (Thirty One Lakh Eighteen Thousand Five Hundred and Twenty Nine) equity shares of face value of 1/- (Rupee One Only) each to eligible employees of the Company as defined in the Scheme.

During FY 2023-24, the Company has granted 46,150 (Forty-Six Thousand One Hundred Fifty) stock options to eligible employees. The granted 15, 2026 to June 15, 2026 at 251/- (Rupees Two Hundred and Fifty One only). The details stock options under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations), has been placed on the website of the Company and weblink of the same is https://www.gulshanindia.com/pdf/2024-25/Grant Scheme-2018.pdf Gulshan Polyols Limited Employees Stock Option Scheme,2018isincompliancewithSEBI(SBEB)Regulationsand other applicable laws and implemented through GPL Employees Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 2,04,205 (Two Lakh Four Thousand Two Hundred and Five) equity shares of the Company as on March 31, 2024, being 0.33% of the paid-up share capital of the Company. The ownership of these shares cannot be attributed to any particular employee till he / she exercises the stock options granted to him / her and the concerned shares are transferred to him / her. Hence, the eligible employees to whom the stock options were granted under ESOP Scheme 2018 cannot exercise voting rights in respect of aforesaid shares held by the Trust as these eligible employees are not holders of such shares.TheTrustee/Trusthasnotexercisedvotingrights in respect of the aforesaid shares during the financial year 2023-24.

The details in respect of ESOP Scheme 2018 and movements during the year are as under:

Number of options outstanding at the beginning of the period:	1,02,594
Number of options granted during the year:	46,150
Number of options forfeited / lapsed during the year:	2,382
Number of options vested during the year:	22,120
Number of options exercised during the year:	22,120
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary Market
Numberofoptions	1,24,242

Further, the Nomination, Remuneration and CompensationCommittee in its meeting held on July 21, 2021 had granted Thousand and One Hundred Fifty Two) Options under GPL Employees Stock Option Schemes 2018 to eligible vesting during the period from April 01, 2024 to May 31, 2024 at the exercise rate of 137.00 per share (based on the Average Buying cost of the Company from the BSE/NSE market).

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.gulshanindia.com.

The Company has received the certificate from the Secretarial Auditor of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (SBEB) Regulations and shareholders resolution. The certificate will be placed at the Annual General Meeting for inspectionby members. A copy of the same will also be available for inspectionduring the AGM to any person having right to attend the meeting.

7. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves of the Company.

8. SEGMENT REPORTING

A separate reportable segment section forms part of notes to the Financial Statements.

9. HOLDING, SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

The Company has Wholly Owned Subsidiary namely "Gulshan Overseas- FZCO". In terms of proviso to sub-section are set out in the prescribed Form thesalientfeaturesofthefinancial AOC-1, which forms part of the Boards Report as "ANNEXURE A".

During the financial year 2023-24, no Company has become or ceased to be a Joint Venture or Associate of the Company. Pursuant to Regulation 16 of the Listing Regulations, your Company does not have any material subsidiary.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended March 31, 2024 along with the Auditors Report forms part of this Annual Report.

The Audited Financial Statements of the Company and subsidiary are available on the website of the Company at https:// www.gulshanindia.com/pdf/2024-25/Gulshan-Overseas-Financial-Statement-FY-2023-24.pdf. Further a copy of the Audited Financial Statements of the subsidiary shall be made available for inspection at the registered office of the Company during business hours on any working day upto the date of Annual General Meeting. As per Section 136 of the Companies Act, 2013, any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Akhilesh Kumar Maheshwari (DIN: 00062645) and Mr. Rakesh Kumar Gupta (DIN: 06909233), Independent Directors of the Company completed two consecutive terms of their DirectorshiponMarch31,2024andhence,theyretired and ceased to be Directors of the Company with effect from close of business hours of March 31, 2024. The Board placed on record its deep appreciation and gratitude for the invaluable contribution and guidance provided by Mr. Akhilesh Kumar Maheshwari and Mr. Rakesh Kumar Gupta during their tenure as Independent Directors of the Company.

In order to ensure smooth transition in the Board positions,pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC) at its meeting held on August 04, 2023, the Board of Directors of the Company at its meeting held on August 04, 2023, approved appointment of Mr. Soumyajit Mitra (Din: 10262167) and Mr. Nitesh Garg (DIN: 10257604) as Non- Executive Independent Directors of the Company for a first term of four consecutive years from April 1, 2024 upto September 30, 2028. Further, their appointment as Non-Executive Independent Directors of the Company was also approved by the members of the Company at the 23rd Annual General Meeting held on September 29, 2023.

Pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC) at its meeting held on August 13, 2024, the Board of Directors of the Company at its meeting held on August 13, 2024, approved and recommended appointment of Mr. Vardhman Doogar (DIN: 07148980) as non-executive independent director of the Company for a period of two (2) consecutive years from October 1, 2024 to September 30, 2026 to the members of the Company for their approval at the ensuing Annual General Meeting.

As per Secretarial Standard -2 of the Institute of Company Secretaries of India (ICSI) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief profile and other related information of Mr. Ashwani Kumar Vats and Mr. Vardhman Doogar is provided in Annexure-I of Notice of ensuing AGM.

The Members of the Company at Annual General Meeting held on September 29, 2023 approved the following appointments/re-appointments of Directors of the Company:

- Reappointment of Ms. Arushi Jain (DIN: 00764520) as a Joint Managing Director to hold office for a term effective from April 01, 2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Ms. Aditi Pasari (DIN:00120753)asaJointManagingDirector,toholdofficefor a term effective from April 1,2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Mr. Ashwani Kumar Vats (DIN: 00062413) as aWholeTimeDirectorandCEO,toholdofficefor a term effective from April 1, 2024 upto September 30, 2028, shall liable to retire by rotation.

- Appointment of Mr. Nitesh Garg and Mr. Soumyajit Mitra as a Non-Executive & Independent Directortoholdoffice from April 1, 2024 upto September 30, 2028, shall not liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint Managing Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats, Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial Officer and Ms. During the period under review, Ms. Asha Mittal resigned from the post of the Company Secretary w.e.f. close of working hours of January 13, 2024 and ceased to be a Company Secretary (KMP) of the Company. Pursuant to the recommendation of NRCC, Ms. Archisha Tyagi was appointed as a Company Secretary of the Company w.e.f. January 18, 2024 by the Board.

12. MEETINGS OF THE BOARD

The Board met six (6) times during the Year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive Board meetings was within the period prescribed under the Act and Listing Regulations.

13. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as adequacy of the Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy, etc. The evaluation sheets based on SEBI Guidance Note dated January 5, 2017, containing the parameters of performance evaluation along with rating scale were circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score was arrived. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Further, they are not debarred from holding the office of director pursuant to any SEBI order or any such other authority. All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualifications and expertiseas well as they are independent of the management and has no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors, based on representation received from management, confirms that: accounts for the financial the preparation year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; the Directors 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 the Company as on March 31, 2024 and the profit and loss of the Company for the year ended March 31, 2024; the Directors have 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 irregularities; and detecting fraudandother the Annual accounts have been prepared by Directors on a going concern basis; the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the managementandtherelevantBoardcommittees,includingtheAuditCommittee, the Board is of the opinion that the Companys were adequate andinternalfinancial effective during the Financial Year 2023-24; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. AUDIT COMMITTEE

During FY 2023-24, the Audit Committee of the Board comprises of four Directors namely Mr. Rakesh Kumar Gupta (Chairman), Mr. Akhilesh Kumar Maheshwari (Member), Dr. Chandra Kumar Jain (Member), Ms. Archana Jain (Member).

Mr. Rakesh Kumar Gupta(Chairman) and Mr. Akhilesh Kumar Maheshwari (member)ceased to be the chairman and member of the Audit of business hours on March 31, 2024 due to the completion of their two terms CommitteeoftheCompany of directorship.

The Board at its meeting held on May 21, 2024, re-constituted the Audit Committee of the Company and w.e.f. April 1, 2024, the re-constituted Audit Committee consist of Mr. Nitesh Garg as Chairman and Mr. Soumyajit Mitra, Dr. Chandra Kumar Jain and Ms. Archana Jain as Members of the committee. As on March 31, 2024, the Audit Committee comprises of 4 Director/ Member out of which 3 are independent. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee are given in Corporate

Governance Report. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, NRCC has formulated "Nomination and Remuneration Policy" which with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is https://www.gulshanindia.com/policy.html.

18. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Sustainability and Corporate Social Responsibility (SCSR) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at https://www.gulshanindia.com/policy.html.

During the year under review, your Company has spent eligible and budgeted amount towards CorporateSocialResponsibility("CSR")activities in accordance with Schedule VII of the Companies Act, 2013. While the Companys sustainability strategy is to environmentally sustainable business practices across its value chain, making the right choices to protect the environment. Further,sustainabilitystrategyandCSRactivities are compliment as well as supplement each other.

During the year, the on-going project of the Company with Mridul Literacy Society which was approved in the Board Meeting held on May 20, 2022 has been cancelled in the SCSR meeting held on November 07, 2023 due to various bottleneckregulatory approvals and shortage of time. Further, pursuant to the recommendation of Sustainability and Corporate Social Responsibility Committee (SCSR) at its meeting held on March 19, 2024, the Board of Directors of the Company at its meeting held on March 19, 2024 approved "Rural Development Project (Assam)" an On-going Project as per CSR Policy of the Company with Gulshan Care Foundation which is estimated to be completed by March 31, 2027. Annual Report on CSR activities for the financialyear 2023-24 in the prescribed format is annexedas" ANNEXURE-B" to this Boards Report.

19. AUDITORS

STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), have been appointed as the Statutory Auditors of the Company for a period of five consecutive years in the 22 nd Annual General Meeting of the Company held on September 28, 2022 till the conclusion of the 27th AGM of the Company to be held in the year 2027. Further, as required under Regulation 33(1)(d) of Listing Regulations, they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

STATUTORY AUDITORS REPORT for the year ended March 31, 2024 forms integral part of this The Auditors Report on standalone and consolidated financial reservations, adverse remarks and disclaimer. Notes to the Financial AnnualReport.TheAuditorsReportdoesnotcontainanyqualifications,

Statements are self explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any incident of fraud under Section 143(12) modification(s)or re-enactment for the time of the Companies Act, 2013 (including any statutory being in force) during the year under review.

COST AUDITORS

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly, such accounts and records are made and maintained.AspertherequirementofCentralGovernmentandpursuanttoSection148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out the audit of its cost records.

On the recommendation of Audit Committee, the Board of Directors of the Company has re-appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking approval of the members for the ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 24 th Annual General Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section204 of the Act and the rules made thereunder, the Board had appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 issued by the Secretarial Auditors in prescribed Format in Form MR-3 is attached as "ANNEXURE- C" to the Boards Report.

The observations given by the Secretarial Auditors in its Secretarial Audit Report along with explanation to the same is as below:

There was a delay of 1 (One) day in giving prior intimation to BSE & NSE by the Company under Regulation 29(1)&(2) of SEBI LODR, of one agenda item, i.e., Fund Raising through issue of eligible Securities , which was to be taken at the board meeting dated August 04, 2023, for which a fine of Rs. 11,800/- (Inclusive of GST) was levied by BSE & NSE respectively on the Company and the same was paid.

The response of your Directors on the observation made by the Secretarial Auditor is that the delay was inadvertent and the fine levied by NSE & BSE has been duly paid by the Company.

20. SECRETARIAL STANDARDS

During the Year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

21. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Policy/ Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The details of Vigil Mechanism / Whistle Blower Policy adopted by the Company have been explained in the Corporate Governance Report, forming integral part of this report. The revised policy is available on website of the Company at https://www.gulshanindia.com/pdf/policy/whistle- blower-

22. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of the business and is committed to manage the risks in a proactive and manner. GPL has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed to are financial risks, raw material price risk, regulatory risks and economy risks. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis. The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Company also has in place Risk Management Committee to assess the risks and to review risk management plans of the Company.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Companys policies, the safeguarding 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 details of internal control systems are given in the Management Discussion and Analysis Report attached to this Report.

An independent internal audit function is an important element of the Companys internal control systems. This is executed through an internal audit programme and periodic review by the management and the Audit Committee.

During the year under review, M/s Svaraj & Associates, Chartered Accountants, (Firm Registration No. 014203N) are engaged as Internal Auditors of the Company, with the audit processes and procedures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

24. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of corporate governance for the year ended March 31, 2024 is provided separately and forms integral part of this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your companys performance, future outlook, opportunities and threats for the year ended March 31, 2024, is provided in a separate section forming integral part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and Sustainability Reporting(BRSR) forms part of the Annual Report as required under Regulation

34(2)(f ) of the Listing Regulations.

27. ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.gulshanindia.com/pdf/2023-24/Annual__Return_MGT-7.pdf.

28. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2023-24 were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is and hence does not form part of this report.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all reviewed by the Audit Committee on a quarterly basis. Your Company uploaded on the Companys website at https://www.gulshanindia.com/policy.html.

29. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither given loan to any bodies corporates or any other persons nor provided any corporate guarantee or security under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the standalone financial statements.

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours and provide conductive work environment that is free from discrimination and harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace During the year under review, no complaint pertaining to sexual harassment were received and no complaint was pending as on March 31, 2024.

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

The Information on energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in "Annexure-D" annexed to this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as "Annexure E" to this Board Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during FY 2023-24 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in Annexure forming part of this Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

33. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment. The Health and Safety of employees is paramount and GPLs stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. GPLs Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and works as a retention tool.

34. CREDIT RATINGS

During the period under review, the CRISIL Ratings Limited has reaffirmed and granted ‘CRISIL A/Stable rating to Long-Term Facilities and ‘CRISIL A1 rating to Short-Term Facilities, to your Company.

35. OTHER STATUTORY DISCLOSURES a. Change in Nature of Business: During the year under review, there has been no change in the nature of the business of the Company. b. Cash Flow Statement: The Cash Flow Statement of the Company for the financial year ending on 31st March, 2024 has been prepared in accordance with Ind AS 7. The ‘Statement of Cash Flows is attached and formspartofthefinancialstatements of the Company. c. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is requiredinrespectofdetailsrelatingto deposits covered under this Chapter. d. Material Changes in Financial Position:No material change or commitment has occurred after the end of the Financial Year 2023- 24 till the date of this Report, which affects the financial position of your Company. Your Company maintains appropriate internal control systems, which also provide reasonable assurance of recording the transactionsof all material aspects of our operations and of providing protection against significant misuse or loss of the Companys assets. e. Significant or Material orders:

There were no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations. f. Industrial Relations:During the year under review, industrial relations remained harmonious at all our offices and establishments. g. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status at the end of the financial year

During the year, your Company has not made any applicationunder Insolvency and Bankruptcy Code, 2016. Further, No Proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year ended 31st March, 2024 so disclosure required under Section 134(3)(q) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable on the Company. h. Details of difference between amount of valuation done at the timesettlement and the valuation done while taking loans ofone from the banks or financial institutions along with the reasons thereof.

During the year under review, no disclosure is required of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loans.

36. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or future outlook may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

37. ACKNOWLEDGEMENTS

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions,as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Your Directors would like to place on record theirappreciation -operation and support received by the Company during continuedco forthe the year form its customers, suppliers, bankers, financial institutions,

For and on behalf of the Board of Directors

	Dr. Chandra Kumar Jain
Place: Delhi	Chairman and Managing Director
Date: May 21, 2024	DIN: 00062221