Directors Report of Gajanand International Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting their 16^th Directors Report on the business
and operations of the Company and the Audited Financial Statements for the financial year
ended March 31, 2025.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

^ in Lakhs except earnings per share

Particulars	31.03.2025	31.03.2024
Revenue from Operation	9,506.40	10,865.52
Other Income	5.29	9.30
Total Revenue	9,511.69	10,874.81
Expenditure	9,459.29	10,574.10
Profit(loss) before Tax (PBT)	52.40	300.72
Exceptional Item	--	--
Less: Tax Expenses
Current Tax	17.77	77.72
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	-0.93	-1.70
Prior Period Tax	0.00	0.52
Other Comprehensive Income
Items that will not be reclassified to profit or	0.00	0.00
loss	0.00	0.00
Income-tax relating to Items that will not be
Reclassified to Profit or Loss
Net Profit/loss after tax (PAT)	35.57	224.18
Earning per Equity Share: (in Rupees) for period
Basic	0.2	2.17
Diluted	-	-

2. Transfer to Reserves

The Board has decided to retain the entire amount of profits for FY 2025 in the profit
and loss account and does not propose to transfer amounts to the general reserve out
of the amount available for appropriation.

3. Changes to the Capital Structure during the year under review

The paid-up equity shares capital of the Company as of 31^st March 2025 consists of
1,88,35,568 equity shares of Rs. 10 each. The company has made an issue / allotment
of shares during the year under review via SME - IPO (initial public offerings)
Proceedings and has issued 57,36,000 equity shares.

4. Dividend

The Board of Directors of your company, after considering holistically the relevant
circumstances has decided that it would be prudent, not to recommend any Dividend
for the year under review and retain the profits of the Company for its future growth.

Further, since there was no unpaid/unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 in respect of the conservation of energy and technology
absorption have not been furnished considering the nature of activities undertaken by
the company during the year under review.

Your company has taken steps to conserve energy. Steps have been taken to identify
the areas of excessive energy consumption. Checks have been made to strengthen
these areas and timely preventive maintenance has also been carried out to conserve
energy.

Conservation of energy:

(i)	The steps taken or impact on the conservation of energy	The company has already installed tools/ equipment for conservation of electricity.
(ii)	The steps taken by the Company to utilize alternate sources of energy.	The Company/Board have few proposals for alternate source of energy.
(iii)	The capital investment in energy conservation equipment	The Company/Board have few proposals for additional investment in this regard.

Technology absorption:

(i)	The benefits derived like product improvement, cost reduction, product development or import substitution.	The company has taken necessary steps to acquire technologies during the year as require.
(iii)	In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	The company has not imported any technologies during the year.
(iv)	The expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings and Outgo:

Particulars	Amount
Foreign Exchange Earning	Nil
Foreign Exchange out go	Nil

6. Subsidiaries, Joint Ventures, and Associates

The Company has not any subsidiaries or joint ventures, or associates during the year
under review.

7. Significant Events After Balance Sheet Date

There are no other significant events after the Balance Sheet date that require any
disclosure.

8. Change in the nature of business

There has been no change in the Company''s business nature in the period under review.

9. Material and Significant Orders Passed by Regulators & Courts

No significant or material orders have been passed by any Regulators or Courts or
Tribunals which could impact the going concern status of the Company and/or its future
operations.

10. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the
requirements of the Companies Act, 2013. Internal Control Systems are intended to
increase transparency and accountability in an organization''s process of designing and
implementing a system of internal control. The framework requires a Company to
identify and analyze risks and manage appropriate responses. The Company has
successfully laid down the framework and ensured its effectiveness. The Company''s
internal controls are commensurate with its size and the nature of its operations. These
have been designed to provide reasonable assurance about recording and providing

reliable financial and operational information, complying with applicable statutes,
safeguarding assets from unauthorized use, executing transactions with proper
authorization, and ensuring compliance with corporate policies.

Your management assessed the effectiveness of the Company''s internal controls over
financial reporting as of March 31, 2025. The assessment involved a management
review, internal audit, and statutory audit. During the year under review, the internal
audit was conducted based on the risk-based internal audit plan approved by the Audit
Committee. Significant audit observations and follow-up actions thereon were reported
to the Audit Committee. Under Section 143 of the Act.

11. Public Deposits

Your Company has not invited or accepted any deposits from the public/members and
there are no outstanding deposits as on March 31, 2025.

12. Auditors, Auditors'' Qualifications, Reservations, Adverse Remarks in the Auditors''
Report

Pursuant to the recommendation of the Audit Committee, the Board of Directors and
Members of the Company, at their respective meetings held and had approved the
appointment of M/s. H.B.Kalaria & Associates., Chartered Accountants as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years ("First Term")
commencing from the Financial Year 2021 - 2022.

The Statutory Auditors'' Report does not contain a qualification or adverse remark.
Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, and based on the recommendation of the Audit Committee, your Directors
had appointed Mrs Sweta Yash Khokhariya, as the Internal Auditor of the Company for
the Financial Year 2024-25 onwards.

13. Corporate Social Responsibility

During the financial year under review, the Company did not meet any of the criteria as
mentioned under Section 135(1) of the Companies Act, 2013. Accordingly, the
provisions relating to Corporate Social Responsibility are not applicable to the Company,
and hence, the Company is not required to constitute a CSR Committee or formulate
any CSR Policy.

14. Annual Return

Under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of
March 31, 2025, is available on the Company''s website https://gajanand-int.com/

15. Declaration given by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received
declarations from all the Independent Directors on Board that they meet the criteria of
independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, and that there was no change.

16. Annual Board Evaluation

The Nomination, Remuneration and Compensation Committee ("NRC Committee") and
the Board have adopted a methodology for carrying out the performance evaluation of
the Board, Committees, Independent Directors and Non- Independent Directors of the
Company, which includes the criteria, manner and process for carrying out the
performance evaluation exercise. Criteria in this respect includes; the Board
composition and structure, effectiveness of board processes, information and
functioning, contribution of the individual director to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. Evaluation of the Performances of the Board,
its Committees, every Director and Chairman, for the financial year 2024-25 has been
completed as per the adopted methodology which included review, discussions,
providing feedback and discussions on the feedback received from the individual
directors.

17. Details of Directors and Key Managerial Personnel Appointed/Resigned during the
year

There were no changes in Directors and Key Managerial Personnel Appointed/Resigned
during the year.

Following are the directors and KMP in the company as on 31^st March,2025:

Sr. No	DIN/PAN	Name	Designation	Date of Appointment
1	02668120	ASHISH DHIRAJLAL MONSARA	Director	15/06/2009
2	02788077	ASHOK BHAGVANBHAI MONSARA	Managing Director	08/10/2009
3	* ****3226F	VIDHI MEHTA	Company Secretary	03/01/2024
4	00804913	ASHOKKUMAR HARIBHAI KOYANI	Director	16/08/2023
5	10273600	MITESH RASIKLAL JASANI	Director	16/08/2023
6	*****0224P	YASH GUNVANTBHAI KHOKHARIYA	CFO	16/08/2023
7	10182169	TRUPTIBEN ASHOKBHAI MONSARA	Director	27/05/2023

18. Number of Meetings of the Board of Directors

During the year under review, 9 (Nine) Board Meetings were held respectively on
10.06.2024, 17.08.2024, 28.08.2024, 30.08.2024, 02.09.2024, 12.09.2024, 15.10.2024,
27.11.2024 and 11.03.2025, and the gap between the two Board Meetings was well
within the limit as prescribed by the Companies Act, 2013. In respect of the meetings,
proper notice was given, and the proceedings were recorded, and a signed Minutes
Book was maintained for the purpose.

19. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower
Policy, for its Directors and Employees, to provide a framework to facilitate responsible
and secure reporting of concerns of unethical behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct & Ethics. The details of the establishment
of the Vigil Mechanism/ Whistle Blower policy are posted on the website of the
Company, and the web link to the same is https://gaianand-int.com/policies/

20. Audit Committee

Audit Committee is duly constituted by the provisions of Section 177 (8) of the Act read
with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and
Regulation 18 of the Listing Regulations. The details of its composition & meetings held
during the Financial Year 2024-2025 are provided below. All recommendations made by
the Audit Committee were accepted by the Board during the Financial Year 2024-2025.
During the year under review, there were 4 audit committee meetings held.

The Audit Committee comprises 3 members, 2 of whom are independent directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Mitesh Rasiklal Jasani	Non-Executive Independent Director	Chairman
Mr. Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Member
Mr. Ashok Bhagvanbhai Monsara	Managing Director	Member

21. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy that lays down a framework for the
selection and appointment of Directors and Senior Management and for determining
qualifications, positive attributes, and independence of Directors.

The Board has also formulated a Policy relating to the remuneration of Directors,
members of Senior Management, and Key Managerial Personnel, which is posted on the
Company''s website at: https://gaianand-int.com/policies/

During the year, the Nomination & Remuneration Committee constituted of the
following persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Chairman
Mitesh Rasiklal Jasani	Non-Executive Independent Director	Member
Ashish Dhirajlal Monsara	Non-Executive Director	Member

The Nomination Remuneration Committee is constituted and has met once during the
Financial Year 2024-25.

22. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies
Act, 2013 constituted Stakeholder Relationship Committee. The details of which is
disclosed herewith. The Stakeholders Relationship Committee has been formed to
resolve the grievances of various stakeholders of the Company. Its scope of work
includes overseeing the performance of the RTA and take note of the complaints
received, issuing of duplicate share certificates in case of loss/ theft or torn certificate,
redressal of issues related to non-receipt of dividend/Annual report, etc. The
Committee, inter alia, started overseeing and reviewing all matters connected with the
shares and looks into shareholders complaints.

During the year, the Stakeholder Relationship Committee constituted of the following
persons:

Name of the Directors	Nature of Directorship	Designation in Committee
Ashokkumar Haribhai Koyani	Non-Executive Independent Director	Chairman
Mitesh Rasiklal Jasani	Non-Executive Independent Director	Member
Ashok Bhagvanbhai Monsara	Managing Director	Member

23. Particulars of Loans, Guarantees or Investments

There were no loans, guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 during the financial year and hence the said provision is
not applicable. Investments made during the year if any were within the limits approved
by Board of Directors and the limits prescribed under section 186 of the Companies Act,
2013.

24. Related Party Transactions

During the reporting period, the Company has not entered into any contract,
arrangement, or transaction with related parties, which were either on an arm''s length
basis or could be considered material according to the Company''s policy on the
materiality of related party transactions. There was no Contract or arrangement with
related parties as per the Section- 188 of the companies Act 2013 during the year under
review.

25. Particulars of Employees and Remuneration

a. Remuneration to Directors and Key Managerial Personnel

Details of the remuneration approved by the NRC Committee as well as the Board of
Directors for Executive Directors for the Financial Year 2024-2025:

Sr. no.	Name of Director/ KMP	Remuneration of Director/ KMP in Lacs.
1	Ashokbhai B. Monsara - MD	4.80
2	Yash G Khokhariya - CFO	2.64
3	CS Vidhi Mehta	2.10

b. Employee Particulars

People are our most valuable asset and your Company places the engagement,
development and retention of talent as its highest priority, to enable the
achievement of the organizational vision, further there are no employees who have
remuneration in excess of the remuneration stated in Section 197 of the Companies
Act, 2013.

26. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.

27. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules
made thereunder, the Company has appointed Mr. JAY A. GOHIL, Practicing Company
Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is
annexed to the Board''s Report and forms an integral part of this Report in Annexure A.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark except The Board and management after consent and duly review of audit
committee considered the accounts for a period beginning from 01.04.2024 to ending
on 31.03.2025 in an audit committee meeting.

28. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and
mitigate business risks and opportunities. This framework seeks to create transparency,
minimize adverse impact on the business objective and enhance the Company''s
competitive advantage. This risk framework thus helps in managing market, credit and
operations risks and quantifies exposure and potential impact at a Company level.

29. Director''s Responsibility Statement

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable accounting standards have been followed with no material
departures;

b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2025 and of
the profit of the Company for the period ended on that date;

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

d. the Directors have prepared the annual financial statements on a going concern
basis;

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

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

30. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment policy in line with the
requirements of the Sexual harassment of women at the work place (Prevention,
Prohibition, and Redressal) Act, 2013. committee has been setup to redress complaints
received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the financial year under
review, no case of sexual harassment was reported.

31. Cost Audit

The Company is not required to appoint a cost auditor to conduct the cost audit in
respect of the products manufactured by the Company as per the provisions of Section
148 of the Companies Act, 2013 for the period under review.

32. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

33. Depository Participant

Your Company''s equity shares are available for dematerialization through National
Securities Depository Limited and Central Depository Services India Limited.

34. Details of application made or any preceding pending under insolvency and
bankruptcy code, 2016 during the FY along with the current status

During the year under Review, neither any application was made nor are any
proceedings pending under Insolvency and Bankruptcy Code, 2016.

35. 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

The requirement of disclosure of 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 is not applicable
during the period under review.

36. Statement on compliance with maternity benefit provisions

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

37. Prevention of insider trading and others

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended time to time. The Code requires pre-clearance for
dealing in the Company''s shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code.

38. Acknowledgements

Your directors take this opportunity to thank the Company''s customers, shareholders,
vendors, and bankers for their support and look forward to their continued support in
the future. Your directors also place on record their appreciation for the excellent
contribution made by all employees who are committed to strong work ethics,
excellence in performance and commendable teamwork and have thrived in a
challenging environment.

For and on behalf of the Board of Directors
GAJANAND INTERNATIONAL LIMITED

SD/- SD/-

ASHOK BHAGVANBHAI MONSARA TRUPTIBEN ASHOKBHAI MONSARA

Chairman and Managing Director Director

DIN:02788077 DIN: 10182169

Date: 05.09.2025

Place: Jasdan

---

Mar 31, 2024

Your Directors have pleasure in presenting their Annual Report on the business and
operations of the Company and the Audited Financial Statements for the financial year
ended March 31, 2024.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

On Rs.Lacsl

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	10,865.52	7,336.28
Other income	9.30	6.12
Total revenue	10,874.81	7,342.40
EBIDTA	413.36	280.53
EBIDTA margin %	3.80%	3.82%
Less:
Finance Costs	102.33	81.74
Depreciation	10.32	10.11
Profit before tax, exceptional and extraordinary items	300.72	188.69
Add/(Less): Exceptional/Extraordinary income/(expense)	—	—
Profit before tax	300.72	188.69
Less: Taxes on income	76.54	47.32
Profit after tax	224.18	141.37
PAT margin %	2.06%	1.93%
EPS - Basic	2.17	2.11
EPS - Diluted	2.17	2.11

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to
correspond with the current year''s classification/disclosure.

2. Transfer to Reserves

The Company has not transferred any amounts to Reserves during the period under
review.

3. Share Capital

The paid-up equity share capital of the Company as at 31^st March, 2024 is
Rs. 13,09,95,680/- [Rs. Thirteen Crores Nine Lacs Ninety-Five Thousand six hundred and
eighty/- Equity Shares of Rs. 10.00 each.

4. Dividend

The Company has not proposed any dividend during the period under review.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

Conservation of energy:

(i)	The steps taken or impact on conservation of energy	Company has already installed tools/ equipment for conservation of Electricity.
(ii)	The steps taken by the Company for utilizing alternate sources of energy	There is no need to take additional measure in this regard
(iii)	The capital investment on energy conservation equipment''s	The Company does not have any proposal for additional investment in this regard.

Technology absorption:

The research and experiments are carried on as part of the normal business activities
and as such no separate figures are available.

(0	The efforts- made toward technology absorption	Company is not required to make any efforts towards the technologies absorption during the year
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Company is not required to acquire any technologies during the year
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Company has not imported any technologies during the year
	(a) The details of technology imported	Nil
	(b) The year of import;	Nil
	(c) Whether the technology been fully absorbed	Nil
	(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof	Nil
(iv)	The expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings and Outgo

Particulars	Amount in Rs.
Earnings	Nil
Outgo	Nil

6. Subsidiaries, Joint Ventures and Associates

The Company does not have any subsidiaries, joint ventures or associates in the period
under review.

7. Significant Events After Balance Sheet Date

There have been no significant events after the Balance Sheet date which require any
disclosure.

8. Change in the nature of business

There has been no change in the nature of business of the Company in the period under
review.

9. Deposits

The Company has not accepted any deposits in the period under review.

10. Auditors'' Qualifications, Reservations, Adverse Remarks in the Auditors'' Report

There are no other qualifications, reservations or adverse remarks on the financial
statements for the period ended March 31, 2024. The statements made by the Auditors
in their Report are self-explanatory and do not call for any further comments.

11. Corporate Social Responsibility

As the Company does not fall under the criteria as mentioned under Section 135 of the
Companies Act, 2013, the provisions of Corporate Social Responsibility do not apply to
the Company

12. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith to the Board''s
Report.

13. Declaration given by Independent Directors

Provisions of Section 149 of the Companies Act, 2013 does not apply to the Company.

14. Details of Directors and Key Managerial Personnel Appointed/Resigned during the
year

There has been following changes in the composition of Board of Directors in the period
under review.

Sr. No.	Name	Type of Change	Designation	Date
01	Truptiben Ashokbhai Monsara	Appointment	Director	27.05.2023
02	Mitesh Rasiklal Jasani	Appointment	Director	16.08.2023
03	Ashokkumar Haribhai Koyani	Appointment	Director	16.08.2023
04	Yash Gunvantbhai Khokhariya	Appointment	CFO	16.08.2023
05	Vidhi Mehta	Appointment	CS	03.01.2024

15. Number of Meetings of the Board of Directors

During the year 14 Board meetings were convened and held, details of which are as
follows:

Sr.	Date of Board	No. of Directors entitled	No. of Directors present
No.	meeting	to attend the meeting
01	15.05.2023	02	02
02	07.06.2023	03	03
03	28.08.2023	05	05
04	03.09.2023	05	05
05	04.09.2023	05	05
06	12.09.2023	05	05
07	14.09.2023	05	05
08	07.10.2023	05	05
09	09.10.2023	05	05
10	12.10.2023	05	05
11	21.10.2023	05	05
12	20.11.2023	05	05
13	03.01.2024	05	05
14	24.03.2024	05	05

16. Particulars of Loans, Guarantees or Investments

Reference may be made to the financial statements of the Company in this regard.

17. Related Party Transactions

During the reporting period, the Company had entered into transaction with related
parties which were on arm''s length basis or which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC 2 is applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an
annual basis for transactions with related parties which are of a foreseeable and
repetitive nature. The transactions entered into pursuant to the omnibus approval so
granted and a statement giving details of all transactions with related parties are placed
before the Audit Committee for their review on a periodic basis.

18. Managerial Remuneration

a. Remuneration to Directors and Key Managerial Personnel

The remuneration of the Board of Directors and Key Managerial Personnel during
the period under review is as follows:

Sr. no.	Name of Director/KMP	Amount in Rs. Lacs
01	Ashok Bhagvanbhai Monsara	4.50
02	Yash G. Khokhariya	1.98
03	Vidhi Mehta	0.54
	Total	7.02

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration
stated in Section 197 of the Companies Act, 2013.

19. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.

20. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and
mitigate business risks and opportunities. This framework seeks to create transparency,
minimise adverse impact on the business objective and enhance the Company''s
competitive advantage. This risk framework thus helps in managing market, credit and
operations risks and quantifies exposure and potential impact at a Company level.

21. Director''s Responsibility Statement

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed with no material
departures.

b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of
the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual financial statements on a going concern
basis;

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

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

22. Statutory Auditors

The Company''s auditors M/s. H. B. Kalaria & Associates (Firm Registration Number
104571W) have been appointed as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014.

M/s H. B. Kalaria & Associates have informed the Company that their appointment if
made would be within the limits prescribed under Section 141 of the Companies Act,
2013.

The Auditors have also furnished a declaration confirming their independence as well as
their arm''s length relationship with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the Company.

23. Cost Audit

The Company is not required to appoint a cost auditor for conducting the cost audit in
respect of the products manufactured by the Company as per the provisions of Section
148 of the Companies Act, 2013 for the period under review.

24. Others

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

1. Details relating to issue of equity shares including sweat equity shares and shares
with differential rights as to dividend, voting or otherwise, since there was no such
issue of shares.

2. None of the Whole-Time Directors of the Company received any remuneration or
commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company''s operations in
future.

4. Your Directors further state that during the period under review, there were no
cases filed under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

25. Acknowledgements

We take this opportunity to thank the employees for their dedicated service and
contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued
support to the Company.

Date: 30.08.2024 For and on behalf of the Board,

Place: Jasdan. GAJANAND INTERNATIONAL LIMITED