Gangotri Textiles Ltd Directors Report

Your Directors present the 36th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March 2025. FINANCIAL RESULTS

During the year under review, the Company has effected zero Turnover. As already stated , the Lenders have sold the entire Assets of the Company and adjusted the proceeds against the loan due from the company. Even after adjusting the entire sale proceeds against the loan , there remains huge amount to be settled by the company. Since all the Units of the company have been sold by the Lenders , the company is no longer a going concern..Since there is no Revenue / Source of Income to the Company, the company has become financially sick . However, the company has incurred some expenditure towards compliance of Statutory formalities with Stock Exchanges and Registrar of Companies and others. These expenses are being met by borrowing funds from the Managing Director. Now he has exhausted all his funds. The Company could not pay even the Annual Listing Fee to the Stock Exchanges since 2016-17. In view of non-payment of Annual Listing Fee, the trading of Equity Shares of the Company is suspended. The company also could not pay the fine levied by Stock Exchanges for non-compliance of Provisions of Regulation (6) and 17(1) of the LODR Regulations, 2015 due to non-availability of funds. LEGAL

The Legal issues against the Company were elaborately disclosed in our previous years Annual Report. The statuesque remains the same. DIVIDEND

No dividend has been recommended for the Financial Year ended 31st March, 2025 FINANCE

The total outstanding dues to the consortium of Lenders as on 31-3-2025 is more than Rs 200 crores including interest accrued but not paid. As stated earlier, the Lenders have realized a sum of Rs 191.05 crores by selling the entire Assets of the Company through e-auction. The Lenders have adjusted the sale proceeds against loan due from the company. Even after adjusting the said amount, the company owes huge sum to the Banks and the company is not having any assets to pay the balance dues. DEPOSIT : NIL

CORPORATE GOVERNANCE

A separate Report on the Corporate Governance is enclosed as part of this Annual Report. The Auditors of the Company have also given their certificate relating to compliance of Corporate Governance and this report is annexed to the report of Corporate Governance as is required by the Listing Agreement. LISTINGS

The companys shares are listed in National Stock Exchange of India Ltd , Mumbai Stock Exchange Ltd. The company has not paid listing fee to the above Exchange since the Financial Year 2016-17 onwards. NUMBER OF MEETINGS OF THE BOARD

Details of number of meetings of Board of Directors and Committees thereof and the attendance of the Directors in such meetings are provided in the Corporate Govemance Report attached elsewhere in the Annual Report. COMPOSITION OF THE BOARD: The company is not complying with the provision of Regulation 17(1) of the LODR Regulation, 2015 with respect to the composition of Board of Directors. The reason for the non-compliance is due the resignation of the Executive Director Sri. Mohanlal Tibrewal with effect from 25-1-2023 and the sudden death of the Nominee Director of the Lender Banks Sri. R.P.Joshua on 20-11-2023. The presnt strength of the Board has reduced from six to four as shown below.

The Company has received Notices from Stock Exchanges regarding non-compliance of the minimum number of Directors in the Board. Since , the Company is in the process of filing of Insolvency Petition before the Hon;ble Company Law Tribunal at Chennai, there is no response from anybody to become a Director in our Board. DIRECTORS RESPONSIBILTY STATEMENT

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm: 1) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures 2) that 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 at the end of the accounting year namely March 31, 2025 and of the profit/ loss of the Company for that period. 3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the Annual Accounts on a non-going concern basis.

5) the Directors have laid down intemal financial controls to be followed by the company and such internal financial controls are adequate 6the Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and are operating effectively. AUDIT COMMITTEE : The Audit Committee of the Company was reconstituted with the following Directors as shown hereunder in the Board Meeting held on 29-1-2024 consequent to the death of the Nominee Director Sri. R.P. Joshua , who passed away on 25-11-2023

The Board has accepted the recommendations of the committee and there were no incidences of deviation from such recommendations during the financial year under review. The company has devised a Vigil Mechanism in the form of a Whistle Blower Policy in pursuance of the provisions of Section 177 ( 10) of the Companies Act, 2013 . During the year under review, there were no complaints received under this mechanism. NOMINATION AND REMUNERATION COMMITTEE AND POLICY. The Nomination & Remuneration Committee of the Company has been reconstituted with the following Directors as shown hereunder in the Board Meeting held on 29-1-2024 consequent to the death of the Nominee Director Sri. R.P. Joshua , who passed away on 25-11-2023

The said committee has been empowered and authorized to exercise the power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 STAKEHOLDERS RELATIONSHIP COMMITTEE

In pursuance of the applicable provisions of Section 178 (5) of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Stakeholders Relationship Committee. Sri. Mohanlal Tibrewal, an erstwhile Member has resigned with effect from 25-1-2023 . Consequently, the Stakeholders Committee of the company was reconstituted as follows

1)Sri. N.Venkatesan - Independent Director Non-Executive 2)Sri.S.Sivashanmugam - Independent Director Non-Executive

3) Sri. Manoj Kumar Tibrewal - Managing Director - Executive CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Interms of the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility Committee is to be constituted for the purpose of implementing the Corporate Social Responsibility. As on date, the Company does not come under the category of Companies who have to implement this scheme. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6 ) of the Companies Act, 2013 so as to qualify themselves to be appointed / continued as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules there under. EXPLANATION & COMMENTS

The reports of Statutory Auditors appearing elsewhere in the Annual Report and that of the Secretarial Auditors ( annexed hereto ) are self-explanatory having no adverse comments PARTICULARS OF LOANS / GUARANTEE / INVESTMENTS

Details as per the provisions of Section 186 of the Companies Act, 2013 is given under Notes to Financial Statements. PARTICULARS OF CONTRACT WITH RELATED PARTY

The Lenders have sold the entire Assets of the company under the SARFAESI Act during the year 2015 and the company is not in function thereafter. Since the shares of the company are continued to be listed in NSE and BSE, the Statutory formalities are being complied by the company with respect to the LODR Regulations of SEBI. Therefore the company is not having any Related Party Transaction. MATERIAL CHANGES

There is no material changes or commitments after closure of the financial year till the date of this report. AUDITORS a) Statutory Auditors The present Statutory Auditors M/s.T.M.Mohanraj & Sankar , Chartered Accountants have submitted their resignation on 12.5.2025 due to his preoccupation with other professional assignments. To fill the vacancy arised due to their resignation, the Company has identified M.Gangadharan & Co., Chartered Accountants, Coimbatore,(Membership No 200 / 24949) (Firm Regn No 0881S) to function as Statutory Auditors of the Company for a period of five years from the conclusion of 36th Annual General Meeting to be held on 25/7/2025 who have given their written consent to function as such Auditors and have also provided the Company with the certificate pursuant to Section 139(1) of the Companies Act 2013 on a remuneration to be determined by the Board of Directors of the Company Sri. M.Gangadharan was earlier appointed as Statutory Auditors of the Company for the period from 30-12-2015 to 12-10-2020. b) Cost Auditor

The Lenders have sold the entire Manufacturing Units of the Company and therefore the appointment of Cost Auditor as per the Provisions of the Companies Act, 2013 is not applicable, c) Secretarial Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kokila Rani K.M. (Membership No. 10964 and CP No. 23922) , a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. COMPANY SECRETARY

The erstwhile qualified Company Secretary Mr. Maxim Joseph, suddenly passed away on 24-12-2019 and thereafter the company has no qualified Company Secretary . The Company has issued Newspaper advertisements in Trinity Mirror and Makkal Kural On 9-1-2020 calling for from the qualified person for the post of Company Secretary . The Company has not received any response till date and therefore the Company has not yet appointed qualified Company Secretary. The Stock Exchanges have issued notice for the non-compliance and levied penalty which the Company is unable to pay. VIGIL MECHANISM: The company has devised a Vigil Mechanism in the form of a Whistle Blower Policy in pursuance of the provisions of Section 177 ( 10) of the Companies Act, 2013 . During the year under review, there were no complaints received under this mechanism. INDUSTRIAL RELATIONS - Not Applicable ENERGY CONSUMPTION - Not Applicable TECHNOLOGY ABSORPTION - Not Applicable FOREIGN EXCHANGE EARNINGS AND OUTGO - Not Applicable EVALUATION OF BOARDs PERFORMANCE

On the advise of the Board of Directors, the Nomination and Remuneration Committee , the company have formulated the criteria for the evaluation of the performance of Board of Directors Independent Directors, Non-Independent Directors and the Chairman of the Board. Based on that performance, evaluation has been undertaken. The Independent Directors have also convened a separate meeting for this purpose. All the results and the evaluation has been communicated to the Chairman of the Board of Directors. All the Directors of the Board are familiar with the business of the company. REGISTRAR AND SHARE TRANSFER AGENTS : The Registrar & Share Transfer of the Company vide their e.mail dated 31-12-2024 has informed that Pursuant to Regulation 30 of the Securities and Exchange Board of India ( Listing Obligation and Disclosure Requirements) Regulation, 2015, the name of the Registrar and Share Transfer Agent of the Company M/S Link Intime India Private Ltd has been changed as “ MUFG Intime India Private Limited with effect from 31-12-2024.( CIN U67190MH1999PTC118368 The name and address of the Registrar & Share Transfer Agent of the company is given below/

Re-classification of Promoter Associates:

Sri. Mayank Tibrewal and Sri. Umang Tibrewal ( Sons of the Managing Director Sri.Manoj Kumar Tibrewal holding 2,07,000 Equity Shares (0.635 %) and 1,94,000 Equity Shares ( 0.595%) respectively are hitherto classified under the group “Promoter & Promoter Associates .They are not directly orindirectly exercise control over the affairs of the company and they are no longer desirous of being classified as Promoter Group. They have vide their letter dated 21-6-2024 addressed to the Board of Directors requsted to reclassify them from the Promoter Group into Public in terms of Regulation 31A of the SEBI ( Listing Obligation and Disclosure Requirements ) Regulations, 2015. Further,consequent to the death of the erstwhile Executive Director ( holding 2,000 Equity Shares (0.006%) , his name shall also be removed from the list of Promoter & Promoter Group. Their request letters were placed before the Board of the Directors in their meeting held on 24-6- 2024. The Board of Directors after considering the merits of their request have recommended the relevant Special Resolution for the approval of the Shareholders in the 35th Annual General Meeting of the company held on 26-7-2024. The majority of the Shareholders attended the said Annual General Meeting have approved the Special Resolution After re-classification, the shareholding pattern of Promoter and Promoter Group of the company is as follows.

The company has fild Corporate Insolvency Resolution Process ( Insolvency Petiton ) before the Honble National Company Law Tribunal, Chennai on 20-11-2024 vide IBBI Ref No IAAA -1124- 006501 dated 20-11-2024. The process has been approved by the Board of Directors in their meeting held on 29.1.2024 and in the Extradinary General Meeting of the company held on 15-02- 2024 , approved by the majority of the share holders.. The Chairman request the Directors to take note of the above and record. GENERAL : Does not arise. MATTERS AS MAY BE PRESCRIBED

As per Rule 8(5) of the Companies ( Accounts ) Rule, 2014 certain additional information are provided.: Does not arise. ACKNOWLEDGEMENT

Your Directors wish to thank and record their appreciation to all those who have been associated with the company.