Gulshan Polyols Ltd Directors Report

Dear Members,

The Board of Directors of Gulshan Polyols Limited (the "Company") is delighted to present the 25th (Twenty Fifth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS STANDALONE & CONSOLIDATED

Key highlights of Standalone and Consolidated financial performance for the financial year ended March 31, 2025, are summarised as under:

( in Lakh, except earnings per share)

	Standalone		Consolidated
Particulars	Financial Year Ended		Financial Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
REVENUE
Revenue from Operations	2,01,967.73	1,37,797.58	2,01,967.73	1,37,797.58
Other Income	486.66	1,220.65	486.66	1,220.65
TOTAL INCOME (I)	2,02,454.39	1,39,018.23	2,02,454.39	1,39,018.23
TOTAL EXPENSE OTHER THAN INTEREST AND DEPRECIATION (II)	1,92,423.03	1,31,981.56	1,92,432.12	1,31,989.87
Earnings before Interest, Tax , and Depreciation (EBITDA) (I II)	10,031.36	7,036.67	10,022.27	7,028.36
Less: Finance Cost (Interest)	2,837.84	1,008.77	2,840.84	1,011.52
Depreciation	3,738.21	3,236.93	3,738.21	3,236.93
PROFIT BEFORE TAX	3,455.31	2,790.97	3,443.23	2,779.91
PROFIT BEFORE EXCEPTIONAL ITEMS & TAX	3,455.31	2,790.97	3,443.23	2,779.91
Exceptional Items	-	(22.74)	-	-
PROFIT BEFORE TAX	3,455.31	2,768.23	3,443.23	2,779.91
Less - Current Tax	-	-	-	-
- Deferred Tax	976.60	1,004.14	976.60	1,004.14
TOTAL TAX EXPENSES	976.60	1,004.14	976.60	1,004.14
PROFIT AFTER TAX	2,478.71	1,764.09	2,466.63	1,775.77
Earnings per Share (face value 1/- each) (In Rupees)
Basic ( )	3.97	2.83	3.95	2.85
Diluted ( )	3.97	2.83	3.95	2.85

OPERATIONAL AND FINANCIAL PERFORMANCE

During the Financial Year 2024-25, on a Standalone basis, the Company achieved Total Income of Rs. 2,02,454.39 Lakh for the year under review as compared to Rs. 1,39,018.23 Lakh 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, 2025 stoodatRs. 2,478.71 Lakh as compared to Rs. 1,764.09 Lakh in the previous year.

In compliance with Rule 8(1) of the Companies (Accounts) Rules, 2014 under the Companies Act, 2013, it is hereby stated that the Subsidiary Company of Gulshan Polyols Limited i.e. Gulshan Overseas-FZCO is currently not engaged in any significant business activities and do not contribute materially to the overall revenue of the Company. Accordingly, their impact on the financial position of Gulshan Polyols Limited is minimal.

However, any financial implications arising from the subsidiary have been duly considered and appropriately disclosed in the Consolidated Financial Statements of the Company as mentioned above. Therefore, the Consolidated Financial Statements may be regarded as full compliance with the requirements of Rule 8(1) of the Companies (Accounts) Rules, 2014.

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 20, 2025, had recommended a Final Dividend @ 30% i.e. 0.30 per equity share of face value of 1/- each for the financial year ended 31 March 2025. 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/ pdf/policy/Dividend%20Distribution%20Policy.pdf

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

During the Financial Year 2024-25 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 has transferred the unclaimed dividend pertaining to Financial Year 2016-17(Final) and 2017-18(Interim) amounting to 4,26,041/- (Rupees Four Lakh Twenty Six Thousand and Forty One Only) and 6,78,726.4/- (Rupees Six Lakh Seventy Eight Thousand Seven Hundred Twenty Six and Forty Paisa Only) respectively, 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 Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 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 70,487 (Seventy Thousand Four Hundred and Eighty Seven) equity shares to the IEPF account during the financial year 2024-25. The details of equity shares transferred are also available on the Companys website at web link https://www.gulshanindia.com/transferred-iepf.html The Nodal officer of the Company is Ms. Preeti Singhal. The details of the nodal officer are also available on the Companys website at web 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, 2025 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 Lakh) Equity Shares of 1/- (Rupees One only) each; 2,50,000 (Two Lakh and Fifty Thousand) Redeemable Preference Shares of 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakh and Fifty Thousand) Redeemable Preference Shares of 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31, 2025, 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.

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 2024-25, the Company has granted 44,054 (Forty Four Thousand and Fifty Four) stock options to eligible employees. The granted stock options can be exercised between June 1, 2027 to June 30, 2027 at 202/- (Rupees Two Hundred and Two only). The details 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 are https://www.gulshanindia.com/pdf/2024-25/Grant-of-options-under-GPL-Employees-Stock-Option-Scheme-2018.pdf GPL ESOP Scheme, 2018 is in compliance with SEBI (SBEB) Regulations and other applicable laws and implemented through GPL Employees Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 1,87,162 (One Lakh Eighty Seven Thousand One Hundred and Sixty Two) equity shares of the Company as on March 31, 2025, being 0.30% 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 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. The Trustee/Trust has not exercised the voting rights in respect of the aforesaid shares during the financial year 2024-25.

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:	1,24,242
Number of options granted during the year:	44,054
Number of options forfeited / lapsed during the year:	7,860
Number of options vested during the year:	45,569
Number of options exercised during the year:	37,709
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary Market
Number of options outstanding at the end of the year:	138447

Further, the Nomination, Remuneration and Compensation Committee in its meeting held on May 21, 2022 had granted 42,500 (Forty Thousand and Five Hundred) Options under GPL Employees Stock Option Schemes 2018 to eligible employees, which due for vesting during the period from May 15, 2025 to June 15, 2025 at the exercise rate of 328.00 per share (based on the Average Buying cost of the Company from the BSE/NSE market). However, none of the employees have exercised the above-mentioned options, and all the options granted have been forfeited.

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 atwww.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 inspection by members. A copy of the same will also be available for inspection during 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 (3) of Section 129 of the Act, the salient features of the financial statements of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Boards Report as ANNEXURE -A.

During the financial year 2024-25, 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, 2025 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 athttps://www.gulshanindia.com/ annual-report.html 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 Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rakesh Kapoor (DIN: 00015358), Independent Director of the Company, completed his first term of consecutive years of his Directorship on September 30, 2024 and hence, he retired and ceased to be Director of the Company with effect from close of business hours of September 30, 2024. The Board placed on record its deep appreciation and gratitude for the invaluable contribution and guidance provided by Mr. Rakesh Kapoor (DIN: 00015358) during his 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), the Board of Directors of the Company at its meeting held on August 13, 2024, approved appointment of Mr. Vardhman Doogar (DIN: 07148980) as Non- Executive Independent Directors of the Company for a first term of two consecutive years from October 1, 2024 to September 30, 2026. Further, his appointment as Non- Executive Independent Directors of the Company was also approved by the members of the Company at the 24th Annual General Meeting held on September 20, 2024.

During the year under review, the Members had at the 24th Annual General Meeting of the Company held on September 20, 2024, approved the appointment/re- appointment of Mr. Vardhman Doogar (DIN: 07148980) as a Non-Executive & Independent Director to hold office for a term effective from October 1, 2024 to September 30, 2026, 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. Preeti Singhal, Company Secretary cum Compliance Officer are the Key Managerial Personnel of your Company as on date. During the period under review, Ms. Archisha Tyagi has resigned from the post of the Company Secretary cum Compliance Officer w.e.f. close of working hours of February 07, 2025 and ceased to be a Company Secretary and Compliance Officer (KMP) of the Company. Pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC), Ms. Preeti Singhal was appointed as a Secretary cum Compliance Officer of the Company w.e.f. 05th May, 2025 by the Board.

12. MEETINGS OF THE BOARD

The Board met Four (4) 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 composition of the Board and its 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 judgement 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 of Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualifications and expertise as 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.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors affirms that, in its opinion, Mr. Vardhman Doogar, who was appointed as an Independent Director during the financial year 2024-25, is the person of integrity, and possess relevant expertise, experience, and proficiency, as required for the role of an Independent Director. The Board has evaluated his background, qualifications, and track record and is satisfied with his professional competence and ethical standards.

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: in the preparation of annual accounts for the financial year ended March 31, 2025, 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, 2025 and the profit and loss of the

Company for the year ended March 31, 2025;

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 and detecting fraud and other irregularities; 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 management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2024-25; 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 2024-25, the Audit Committee of the Board comprises of four Directors/Member namely Mr. Nitesh Garg (Chairman), Mr. Soumyajit Mitra (Member), Dr. Chandra Kumar Jain (Member) and Ms. Archana Jain (Member) out of which 3 are independent Directors. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit 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, Nomination, Remuneration and Compensation Committee has "Nomination and Remuneration Policy" which deals inter-alia 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/pdf/policy/nNomination-and-Remuneration-Policy.pdf

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 SCSR Committee are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at https://www.gulshanindia.com/pdf/policy/Corporate--Social-Responsibility-CSR-Policy.pdf During the year under review, your Company has spent eligible and budgeted amount towards Corporate Social Responsibility ("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, sustainability strategy and CSR activities are compliment as well as supplement to each other.

Annual Report on CSR activities for the financial year 2024-25, in the prescribed format, is annexedas ANNEXURE-B to this Boards Report.

19. AUDITORS

STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountants (Firm Registration No. 008692C), who were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 22nd Annual General Meeting, had tendered their resignation and ceased to be the auditors of the Company with effect from August 13, 2024.

To fill the casual vacancy caused by the resignation of the existing Statutory Auditors, M/s Rajeev Singal & Co., Chartered Accountants, the Board has appointed M/s Shahid & Associates, Chartered Accountant (Firm Registration No. 002140C), as the Statutory Auditors of the Company for a period of five consecutive years in the24 th Annual General Meeting of the Company held on September 20, 2024 till the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2029. 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

The Auditors Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2025 forms integral part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial 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) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time 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. As per the requirement of Central Government and pursuant to Section 148 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 2025-26. 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 25 th Annual General Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act and the rules made thereunder, the Board had appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 issued by the M/s. DMK Associates, Company Secretaries in prescribed Format in Form MR-3 is attached as ANNEXURE-C to the Boards Report. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

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 Listing Regulations, the Company has in place a Vigil Mechanism 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-policy-vigil-mechanism.pdf

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 efficient manner. The Company has adopted Risk Management Policy for risk identification, assessment and mitigation. The Risk Management Policy is also available on the website of the Company at www.gulshanindia.com/pdf/policy/Risk-Management-Policy_25.pdf . Major risks identified by the Company 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 Committee. Further, the 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 MANV & Associates, Chartered Accountants, (Firm Registration No. 007351N) 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 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 financial year ended March 31, 2025 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 financial year ended March 31, 2025, 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 athttps://www.gulshanindia.com/annual-return.html

28. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2024-25 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 not applicable to the Company 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 Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Companys website at https://www.gulshanindia.com/pdf/policy/policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.pdf

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 including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Complaints 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 of any woman employee.

Details of complaints during Financial Year 2024-2025, are as follows:

S.no Particulars	No. of Complaints
1. Number of Complaints of Sexual Harassment received during the year	0
2. Number of Complaints disposed off during the year	0
3. Number of cases pending for more than ninety days	0

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), 5(2) and 5(3) 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.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the shareholders of the Company excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of said Annexure may write to the Company Secretary at investorsrelation@gulshanindia.com. The said annexure will be available for inspection by the shareholders 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. None of the employee listed in the said Annexure are related to any Director of the Company.

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 the Company stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. The Companys 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/Negative rating to Long-Term Facilities ‘CRISIL A1 rating to Short-Term Facilities, to your Company.

35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are given in the Report of Corporate Governance forming part of this Annual Report and are also available on the Companys website at https://www.gulshanindia.com/details-of-familiarization-programmes.html

36. 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 31 st March, 2025 has been prepared in accordance with Ind AS 7. The ‘Statement of Cash Flows is attached and forms part of the financial statements 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 required in respect of details relating to 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 2024- 25 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 transactions of 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 under review, your Company has not made any application under Insolvency and Bankruptcy Code, 2016. Further, No Proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year ended 31 st March, 2025 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 time of one time settlement and the valuation done while taking 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. i. Details with respect to the Compliance of the provision relating to the Maternity Benefits Act 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees are granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. No employee has applied for maternity leave during the financial year 2024-2025.

37. 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.

38. 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 their appreciation for the continued co-operation and support received by the Company during the year from its customers, suppliers, bankers, financial institutions, business partners and other stakeholders.

	For and on behalf of the Board of Directors
	Dr. Chandra Kumar Jain
Place: Delhi	Chairman and Managing Director
Date: May 20, 2025	DIN: 00062221