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सेंसेक्स 77,566.16 -1.71% ↓ निफ्टी 24,005.80 -1.82% ↓ सोना ₹ 14,835/gm चांदी ₹ 2,80,000/kg पेट्रोल ₹ 94.77 डीज़ल ₹ 87.67 कच्चा तेल $ 103.75 USD ₹ 92.28

Gujarat Toolroom Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company have pleasure in presenting the 41th Annual Report of Gujarat Toolroom Limited (âthe Companyâ) together with the audited financial statements for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended 31st March, 2025 as compared to the previous financial year is summarised below:

(Rs. in Lakhs)
Particulars	Standalone		Conso	idated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Income from operations	31,379.09	20590.29	88963.31	55543.36
Other Income	34.97	152.28	41.74	249.00
Total Income	31414.06	20742.57	89005.05	55792.36
Expenses	29869.65	18994.59	83385.39	47993.89
Profit before tax	1544.41	1747.98	5619.66	7798.47
Less: Tax Expense	395.09	482.48	395.09	482.48
Profit after Tax	1161.48	1261.65	5236.72	7312.14
Other comprehensive Income (net of taxes)	-	-	211.67	12.64
Total Comprehensive income for the year	1161.48	1261.65	5448.39	7324.78
Earnings per equity share (Basic)	0.08	2.27	8.52	13.19

2. BUSINESS AND OPERATIONS

The Company is engaged in the business of dealing in Construction Materials, Rough Diamonds & Gold, Agricultural Products, Fabrics, Shares Trading, Pharma etc. There has been no change in the business of the Company during the financial year ended March 31, 2025.

3. DIVIDEND

With a view to conserve resources for expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

4. DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the Company''s website at https://www.guiarattoolroom.com/wp-content/uploads/2025/08/3.-DTVTDEND DISTRIBUTION POLICY.pdf

5. TRANSFER TO RESERVES

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

6. CHANGES IN AUTHORISED SHARE CAPITAL AND ALTERATION OF MEMORANDUM OF ASSOCIATIONDuring the year under review, the Company Altered its Authorised Share Capital as follows:

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

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

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

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

As on Date of this Report, the Company Altered its Authorised Share Capital as follows:

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

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

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

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

7. CHANGE IN PAID UP SHARE CPITALDuring the year under review, the Company Altered its Paid-up Share Capital as follows:

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

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

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

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

8. BUSINESS OUTLOOK:

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

9. CONSOLIDATED FINANCIAL STATEMENTS

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

10. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

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

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

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on website of the Company at www.guiarattoolroom.com

11. REGISTERED OFFICE OF THE COMPANY

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

As on date of this report, Company has shifted its Registered Office within local limit of Ahmedabad

city from 404 - 4th floor, Samarth Co. Op. H. Soc, Nr. Silicon Tower, Nr. Law Garden, Ellishbridge,

Ahmedabad, Ellisbridge, Ahmedabad, Ahmadabad City, Gujarat, India, 380006 To

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

2025.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on the Related Party Transactions, which is available on the Company''s website at https://www.guiarattoolroom.com/wp-content/uploads/2025/08/16.-POLICY-ON-RELATED-PARTY-TRANSACTION-AND-ALSO-ON-DEALING-WITH-RPT.pdf

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

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

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

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

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Following changes have taken place in the Board of Directors:Appointments of Directors and KMP:

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

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

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

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

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

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

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

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

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

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

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

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

Resignation of Directors and KMP:

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

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

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

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

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

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

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

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

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

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

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

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

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

Directors liable to retire by rotation:

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

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

15. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

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

16. DECLARATIONS BY INDEPENDENT DIRECTORS

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

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management. All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of

Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors] Rules, 2014.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Directors are regularly briefed on the regulatory changes and legal updates applicable to the Company. This facilitates Board interaction and engagement with the Senior Management team. The details of the training and familiarisation programmes arranged by the Company during FY 202425 are disclosed on the Company''s website under the web-link https://www.guiarattoolroom.com/polices-codes/

18. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

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

Audit Committee

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

Sr. No.	Name	Designation	Category
1	Ms. Rekha Rani Naraniwal	Chairperson	Non-Executive - Independent Director
2	Mr. Jatinkumar Pravinchandra Shah	Member	Non-Executive - Independent Director
3	Mr. Arunkumar Udaybhai Dave	Member	Managing Director

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

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

Nomination and Remuneration Committee

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

Sr. No.	Name	Designation	Category
1	Jatinkumar Pravinchandra Shah	Chairperson	Non-Executive - Independent Director
2	Bhavin Jagdishkumar Tank	Member	Non-Executive Non- Independent Director
3	Rekha Rani Naraniwal	Member	Non-Executive - Independent Director

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

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

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

The Nomination and Remuneration Policy of the Company is available on the Company''s website under the web-link https://www.guiarattoolroom.com/wp-content/uploads/2025/08/2.-NOMINATION-REMUNERATION-AND-EVALUATION-POLICY.pdf

Stakeholders Relationship Committee

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

Sr. No.	Name	Designation	Category
1	Bhavin Jagdishkumar Tank	Chairperson	Non-Executive - Independent Director
2	Jatinkumar Pravinchandra Shah	Member	Non-Executive - Independent Director
3	Mr. Arunkumar Udaybhai Dave	Member	Managing Director

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

Corporate Social Responsibility Committee

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

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

The Company''s CSR Policy is placed on the website of the Company https://www.guiarattoolroom.com/polices-codes/

The composition of the CSR Committee is as under:

Sr. No.	Name	Designation	Category
1	Arunkumar Udaybhai Dave	Chairperson	Managing Director
2	Bhavin Jagdishkumar Tank	Member	Non-Executive - Independent Director
3	Jatinkumar Pravinchandra Shah	Member	Non-Executive - Independent Director

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

the Corporate Governance Report forming part of the Annual Report.

19. DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

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

b] such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for that year;

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

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

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

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

20. VIGIL MECHANISM

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

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

The employees of the Company have the right/option to report their concern/grievance to Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company''s website https://www.guiarattoolroom.com/wp-content/uploads/2025/08/11.-POLICY-ON-WHISTLE-BLOWER-POLICY-VIGIL-MECHANISM.pdf

21. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

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

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

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

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

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

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

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

22. PARTICULARS OF EMPLOYEES

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

In terms of Section 136(1] of the Act, details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2] and rule 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is available for inspection. Any member interested in obtaining a copy of the same may write to Company at [email protected] from their registered e-mail address.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

24. AUDITORS AND REPORTS

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

STATUTORY AUDITORS:

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

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

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

Observations of Statutory Auditors on Accounts for the year ended 31st March, 2025

Reporting on Audit Trail:

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

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

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

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

COST AUDITORS:

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

SECRETARIALAUDITOR:

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

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

The said report contains certain observation or qualifications which are as under:

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

Board''s Reply: As on date of this Report Company has appointed CS and CFO of the Company

2. Company has not maintained Audit trail.:

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

25. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework. The Risk Management Policy has been uploaded on the website of the Company and can be accessed at https://www.guiarattoolroom.com/wp-content/uploads/2025/08/6.-RISK-ASSESSMENT-AND-MANAGEMENT-POLICY.pdf

26. CODE OF CONDUCT:

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

27. INTERNAL AUDIT AND CONTROL

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

â¢ The orderly and efficient conduct of its business including adherence to Company''s policies,

â¢ Safe guarding of its assets,

â¢ The prevention and detection of frauds and errors,

â¢ The accuracy and completeness of the accounting records and

â¢ The timely preparation of reliable financial information.

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

28. ANNUAL RETURN

In terms of Section 92(3] of the Companies Act, 2013 read with Section 134(3](a] of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2025 is available on the Company''s website at https://www.guiarattoolroom.com/annual-return-and-secretarial-compliance-report/

29. LISTING WITH STOCK EXCHANGES

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

30. SHARE TRANSFER / DEMAT CONNECTIVITY

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

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

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

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

Conservation of Energy:1. The steps taken or impact on conservation of energy:

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

2. The steps taken by the company for utilizing alternate sources of energy.

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

3. The capital investment on energy conservation equipment.

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

Technology Absorption

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

Foreign Exchange Earning and Outgo:

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

(Amount in Lakh)
Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo	3931.43	16186.33

32. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

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

33. SECRETARIAL STANDARDS COMPLIANCE

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

34. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 during FY 2024-25 are as follows:

â¢ No. of complaints received during the year 0

â¢ No. of complaints disposed off during the year 0

â¢ No. of complaints pending as on 31st March, 2025 0

35. MATERIAL CHANGES AND/OR COMMITMENTS THAT COULD AFFECT THE COMPANY''S FINANCIAL POSITION, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT

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

36. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

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

37. GENERAL

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

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

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

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

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

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

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

g) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the year along with their status as at the end of the financial year and

h) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS AND APPRECIATION

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

Mar 31, 2024

Your Directors are presenting the 40^th Annual Report of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The details of the financial performance are as under: (Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Income	20,590.29	240.86	55,543.36	240.86
Other Income	152.28	1.14	249.00	1.14
T otal Revenue	20,742.57	242.00	55,792.36	242.00
Less Expenses	18,994.59	73.25	47,993.89	73.25
Profit/(Loss) before Interest, Depreciation and tax	1751.21	168.75	7975.18	168.75
Less: Interest	0.00	0.00	0.00	0.00
Less: Depreciation & Amortization cost	3.23	0.00	3.23	0.00
Profit/(Loss) Before Tax	1,747.98	168.75	7,798.47	168.75
Less: Tax Expense	486.33	30.00	486.33	30.00
Profit/(Loss) after T ax	1,261.65	138.75	7,312.14	138.75

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

2. HIGHLIGHTS OF FINANCIAL SUMMERY

During the period under review your Company has made a Profit of Rs. 1261.65 Lakhs and has earned total revenue of Rs. 20,742.57 Lakhs on Standalone basis.

During the period under review your Company has made a Profit of Rs. 7,312.14 Lakhs and has earned total revenue of Rs. 55,792.36 Lakhs on Consolidated basis.

3. DIVIDEND

With a view to conserve the resources of company and by looking at financial prospects the directors of the company have not recommended any dividend.

4. TRANSFER TO RESERVES & SURPLUS:

During the year under review, the Company has not transferred any amount to Reserves.

5. LISTING:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE).

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in nature of Business during the year under review.

7. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013and 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 www.gujarattoolroom.com

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submits that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there are no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the Financial Year ended on 31^st March, 2024,

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were loans but no investment, guarantees and securities made by the Company as per provisions of Section 186 of the Companies Act, 2013 during the year under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013 is as mentioned in Note 24 of Financial Statement.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place a sound financial control system and framework in place to ensure:

â¢ The orderly and efficient conduct of its business including adherence to Company''s policies,

â¢ Safeguarding of its assets,

â¢ The prevention and detection of frauds and errors,

â¢ The accuracy and completeness of the accounting records and

â¢ The timely preparation of reliable financial information.

The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews

During the year, such Controls were tested and no reportable material weakness was observed.

12. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there was no change in the Registered Office of the Company.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There are no any material changes and commitments, affecting the financial position of the Company which has occurred subsequent to the date of the Financial Year 2022-2023. The Company continues to maintain a positive outlook for the next financial year and will continue to monitor changes in future economic conditions.

14. TRANSFER TO THE UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared, the provisions of Section 125 of the Companies Act, 2013 does not apply.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

16. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD:

The Directors and Key Managerial Personnel of the Company as on 31.03.2024 are summarized below:

Sr. No.	Name	Designation	Category
1.	Mr. Narendra Sharma	Managing Director	Executive Director
2.	Mr. Avchalbhai Hemtabhai Chaudhary	Director	Executive Director
3.	Mr. Vinod Kumar Mishra	Director	Independent, NonExecutive

4.	Mr. Sunil Surendra Pachlania	Director	Executive Director
5.	Mr. Rakesh Rajkumar Dutta	Chief Financial Officer	-
6.	Mr. Vaibhav Pankajbhai Kakkad	Director	Independent, NonExecutive
	Mrs. Nirali Prabhatbhai Karetha	Director	NonExecutive Director
7.	Ms. Asha Parmar*	Company Secretary & Compliance Officer

* Ms. Ritu Nayak resigned as Company Secretary & Compliance Officer of the company with effect from December 5, 2023.

Ms. Asha Parmar has appointed as Company Secretary & Compliance Officer of the company with effect from December 5, 2023.

19. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

During the Financial Year 2023-2024, the Company held Fourteen (14) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

S No.	Date of Meeting	Board Strength	No. of Directors Present
1	08.05.2023	4	4
2	14.08.2023	4	4
3	13.11.2023	7	7
4	22.09.2023	7	7
5	22.12.2023	7	7
6	13.01.2024	7	7
7	14.02.2024	7	7

21. CORPORATE GOVERNANCE:

Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Report on Corporate Governance does not form part of this Board''s Report.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, The Company incorporated following Subsidiary:

M/s. GTL GEMS DMCC.

23. PUBLIC DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year 2023-24. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

24. FORMAL ANNUAL EVALUATION PROCESS BY BOARD :

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

25. AUDITORS:A. STATUTORY AUDITOR:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its 39^th Annual General Meeting(''AGM") held on 30/09/2023 approved the appointment of M/s. K M CHAUHAN AND ASSOCIATES., Chartered Accountants, Ahmedabad (Firm Registration No.: 125924W) as Statutory Auditor for a period of 5 years commencing from the conclusion of 39^th AGM till the conclusion of the 44^th AGM to be held in the year.

Auditor Report:

During the year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

B. COST AUDITORS:

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

C. SECRETARIAL AUDITOR:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. H. Togadiya and Associates (FCS. 5843, COP No. 4156), Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2023-24. Secretarial Audit Report issued by M/s. H. Togadiya and Associates, Practicing Company Secretary in Form-MR-3, attached and marked as Annexure "Aâ, for the period under review forms part of this report.

Auditor Report:

The said report contains certain observation or qualifications which are as under:

1. Website of the Company is not updated.

Reply: Company will ensure to make compliance as per of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

Reply: Company will ensure to make compliance as per Section 134 of Companies Act, 2013

3. As per Audit Report Company has few Income tax Dues relating to the AY 2006,

2015 and 2018.

Reply: Company will ensure to pay the Income tax Dues relating to the AY 2006,

2015 and 2018

26. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no any Loan from Bank or FII sanctioned to Company

27. DISCLOSURES OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

A. Composition of Audit Committee:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

Name Of Director	Category of	Designation
	Directorship
Mr. Vaibhav Pankajbhai Kakkad	Independent Non-Executive	Chairman
Mr. Vinod Kumar Mishra	Independent Non-Executive	Member
Mr. Narendra Sharma	Executive	Member

The broad terms of reference of the Audit Committee are as under:

â¢ Reviewing of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

â¢ Recommending the appointment, remuneration and terms of appointment of external Auditor.

â¢ Review and monitor the auditor''s independence and performance and effectiveness of audit

process.

â¢ Approval or any subsequent modification of transactions of the company with related parties.

â¢ Scrutiny of inter-corporate loans and investments

â¢ Valuation of undertakings or assets of the Company, wherever it is necessary.

â¢ Monitoring the end use of funds raised through public offers and related matters.

â¢ Reviewing with management the Annual financial statements and half yearly and quarterly financial results before submission to the Board.

â¢ Reviewing periodically the adequacy of the internal control system.

â¢ Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company has accepted all the recommendations of the Committee.

B. Composition of Nomination and Remuneration Committee:

The members of the Committee are as follows:

Name Of Director	Category of	Designation
	Directorship
Mr. Vaibhav Pankajbhai Kakkad	Independent Non-Executive	Chairman
Mr. Vinod Kumar Mishra	Independent Non-Executive	Member
Mr. Narendra Sharma	Executive	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

â¢ Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

â¢ Devising a policy on Board diversity;

â¢ Formulation of Remuneration policy;

â¢ Review the structure, size and composition of the Board;

â¢ Identifying and selection of candidates for appointment as Directors;

â¢ Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

â¢ Formulation of criteria for evaluation of Independent Directors and the Board.

Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process.

C. Composition of Stakeholder Relation Committee:

The members of the Committee are as follows:
Name Of Director	Category of	Designation
	Directorship
Mr. Vaibhav Pankajbhai Kakkad	Independent Non-Executive	Chairman
Mr. Vinod Kumar Mishra	Independent Non-Executive	Member
Mr. Narendra Sharma	Executive	Member

Details of Investor''s grievances/ Complaints:

All investor complaints received during the year were resolved. There is no pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^stMarch, 2024.

There were no pending requests for share transfer/dematerialization of shares as of 31^st March 2024.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective Annual Report -2022-23 The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.gujarattoolroom.com

30. PARTICULARS OF EMPLOYEES:

The Company does not have any employee getting remuneration under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, Disclosures regarding the same is not required to be mentioned.

31. STATE OF COMPANIES AFFAIRS:

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA) in "Annexure- B'' as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Annual Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of

the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per "Annexure -Bâ.

33. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As, Section 135 of the Companies Act, 2013 (''the Act,'') is not applicable to the Company and further, the Company has not developed and implemented any Corporate Social Responsibility initiatives according the same, hence, the said provision is not applicable.

34. DIRECTOR''S DISQUALIFICATION:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

35. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD - 2:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

36. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there no any orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

37. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on 31^st March, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Mar 31, 2014

Dear Shareholders,

The Directors present the 30" ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

1. FINANCIAL PERFORMANCE:

As on As on 31.03.2014 31.03.2013

Total Income (Net) 3,49,784 1,50,000

Total Expenditure 29,91,775 6,34,193

Gross Profit/(Loss) (26,41,991) (4,84,193)

Less:

Depreciation NIL NIL

Provision for Taxation NIL NIL

Extra Ordinary Items (25,40,279) NIL

Tax Expense:

Adjustment of earlier years 39,381

Profit/ (Loss) after Tax (52,21,651) (4,84,193)

2. OPERATIONS OF THE COMPANY:

During the year under review, the company has achieved a sale of Rs.2.00 lacs as against Rs.1.50 lacs during the previous year. Your company has incurred Net Loss of Rs.52.21 lacs as against Net Loss of Rs.4.84 lacs during previous year.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTOR:

Mr. Viral N. Shah and Mr. Tushar S. Shah, Directors of the Company, retires by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts on a going concern basis.

6. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

7. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, as amended.

8. AUDITORS:

The present Auditors of the Company M/s. Dharmesh Parikh & Co., Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Dharmesh Parikh & Co., Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

The notes and remarks of Auditors'' are self-explanatory and therefore do not require any further clarification.

9. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as Annexure.

10. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. Annual Listing Fees of Bombay Stock Exchange Ltd. and Ahmedabad Stock Exchange is outstanding for the year 2014-15. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

12. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board of Directors

Suryakant H. Parikh Place : Ahmedabad Managing Director Date : 13/08/2014 (DIN:00038136)

Mar 31, 2012

The Directors present the 28th ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

1. FINANCIAL PERFORMANCE:

(Rs. In Lacs) 2011-12 2010-11

Sales 7.43 116.27

Other Income - -

Total Income 7.43 116.27

Less : Increase (Decrease) in Stock 7.08 114.60

Less: Expenses 3.43 3.08

Operating Profit/(Loss) (3.97) (1.41)

Less: Interest - -

Depreciation - -

Profit/(Loss) before Tax (3.97) (1.41)

Less: Taxation for the year(Fringe Benefit Tax) - -

Net Profit/(Loss) after Tax (3.97) (1.41)

Balance brought forward (202.83) (200.03)

Adjustment of Earlier Year - (1-40)

Balance Carried to Balance-Sheet (206.80) (202.83)

2. OPERATIONS OF THE COMPANY:

During the year under review, the company has achieved a sale of Rs. 7.43 lacs as against Rs. 116.27 lacs during the previous year. Your company has incurred Net Loss of Rs. 3.97 lacs as against Net Loss of Rs. 1.41 lacs during previous year.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts on a going concern basis.

5. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

6. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, as amended.

7. AUDITORS AND AUDITOR'S OBSERVATION:

The present Auditors of the Company M/s. Shyam Sunder & Associates, Chartered Accountants, Ahmadabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. Shyam Sunder & Associates, Chartered Accountants having firm registration no.l30197W as per ICAI, submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The Board of Directors of your Company recommends his reappointment as auditors of the Company.

Auditors' observation and management's response to auditor's observation:-

Note No. "17"

iv) As during the year the company has not carried out any manufacturing and its related activity therefore the management has decided not to provide depreciation on plant & machinery during the year.

Apart from this, The notes and remarks of Auditors' are self-explanatory and therefore does not require any further clarification

8. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as Annexure.

9. LISTING:

The Equity shares of the Company are listed on the Bombay Stock Exchange and the Ahmadabad Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange up to the year 2012-13. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board of Directors

Suryakant H. Parikh Managing Director

Place: Ahmadabad Date : 14/08/2012

Mar 31, 2010

The Directors present the 26th ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended on 31st March, 2010.

1. FINANCIAL PERFORMANCE :

(Rs. in Lacs)

2009-10 2008-09

Sales Nil 132.36

Other Income 0.28 2.04

Total Income 0.28 134.40

Less: Expenses 2.25 176.53

Operating Profit / (Loss) (1.97) (42.13)

Less: Interest - 1.65

Depreciation 0.38 0.99

Profit/ Loss before Tax (2.35) (44.77)

Less: Taxation for the year (Fringe Benefit Tax)

Net Profit / (Loss) after Tax (2.35) (44.77)

Balance brought forward (197.68) (152.91)

Balance Carried to Balance-Sheet (200.03) (197.68)

2. OPERATIONS OF THE COMPANY:

During the year under review, the company has not made any sale against sales of Rs. 132.36 lacs in the previous year. Your company has suffered an Operating Loss of Rs.1.97 lacs and Net Loss of Rs.2.35 lacs.

In view of the loss suffered by the Company, your Directors express their inability to recommend dividend for the year under review.

3. DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed;

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

iii. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts on a going concern basis.

5. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

1. CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2. TECHNOLOGY ABSORPTION :

A. Adoption and innovation : N.A.

B. Research and development (R&D): NIL

3. FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

6. PARTICULARS OF EMPLOYEES:

There is no person drawing remuneration requiring disclosure under Section 217(12-A) of the Companies Act, 1956.

7. DIRECTORS:

One of your Directors Mr. Devang J. Gadoya retires by rotation: in terms of Articles of Association of the Company, he however, being eligible, offers himself for reappointment.

8. AUDITORS:

The present Auditors of the Company M/s Shyam Sunder & Associates, Chartered Accountants, Ahrnedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. Shyam Sunder & Associates, Chartered Accountants having firm registration no.130197W as per ICAI, submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The notes, and remarks of Auditors are self-explanatory.

9. COMPLIANCE CERTIFICATE : ,

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

10. LISTING :

The Equity shares of the Company are listed on Ahrnedabad and Mumbai Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. up to the year 2010-11 and listing fees of Ahrnedabad Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

11. DEMATERIALISATION OF EQUITY SHARES :

To facilitate holding of securities in dematerialized / electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialize their shares with either of the depositories. The ISIN No. allotted is INE145J01016.

12. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed hereto.

13. ACKNOWELDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board of Directors

Place : Ahrnedabad DEVANG J. GADOYA

Date : 12/08/2010 Chairman

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