Directors Report of Gujarat Winding Systems Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31^st March, 2025.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)
Particulars	Standalone
Particulars	2024-25	2023-24
Gross Income	29.80	2.24
Profit Before Interest and Depreciation	21.83	0.51
Finance Charges	0.00	0.00
Gross Profit	7.78	0.24
Provision for Depreciation	0.19	0.26
Net Profit Before Tax	7.78	0.24
Tax	1.94	0.064
Net Profit After Tax	5.85	0.18

DIVIDEND

However, with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.

SHARE CAPITAL

During the year under review, your Company has increased in the Authorised Capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2024 was from INR. 6,00,00,000/- (Rupees Six Crore only) comprising 60,00,0000 (Sixty Lacs) Equity Shares of INR. 10/- (Rupees Ten only) each to INR. 50,00,00,000 (Rupees Fifty Crores only) to divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Increase in the authorised share capital of the company and make consequent alteration in clause v of the memorandum of association of the company vide Special Resolution dated Thursday, 26th December, 2024.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

NAME CHANGE OF THE COMPANY

The Company name has been Change from Hi-tech winding systems Limited to Gujarat Winding Systems Limited vide special Resolution date Thursday, 26th December,2024.

ANNUAL RETURN

The copy of an Annual Return as per section 92 (3) of the Companies Act, 2013 for the financial year ended 31st March, 2025 is available on the website of the company. And the link of the website is www.hitechwindingsystems.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, the Company held 10 (Ten) 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 (LODR) 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.	10/05/2024	4	4
2.	02/07/2024	4	4
3.	30/07/2024	4	4
4.	28/08/2024	4	4
5.	02/09/2024	4	4
6.	16/10/2024	4	4
7.	18/10/2024	4	4
8.	29/11/2024	4	4
9.	03/01/2025	5	5
10.	12/02/2025	5	5

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

(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 the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

AUDITORS and REPORT thereon

The Auditors, M/s Guarang Vora & Associates Chartered Accountants are as statutory auditors of the company resigned on 18^th October, 2024.

Due to Casual Vacancy company has to appoint immediately the Statutory Auditor of the Company. So, the consent of the Members be and is hereby accorded to appoint M/s K M Chauhan as Statutory Auditor of the Company for the Financial Year 2024-25.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors’ Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information.

LOANS. GUARANTEES AND INVESTMENTS

There were loans and investments but no guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:(A) Conservation of energy and Technology absorption

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

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company''s existence is very minimal.

DIRECTORS and KMP

Following changes were made in the constitution of directors of the company during the financial year:

Sr. No	Name	Designation	Date of appointment	Date of cessation	Mode of Cessation
1.	ASHABEN DAUJIBHAI SHARMA	Director	03/01/2025
2.	KARAN BHARATBHAI KAHAR	CFO	02/07/2024
3.	ANITA RAMCHANDANI	Company Secretary	02/07/2024	02/06/2025	Resignation
4.	SAILESHBHAI CHAUHAN	Director	09/11/2017	30/04/2025	Cessation due to Death

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company is not paying remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and Remuneration Committee comprises of three Directors. The table sets out the composition of the Committee as on 31.03.2025:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Saileshbhai Chauhan	Chairman	Non-Executive Independent Director
Mrs. Usha Khetan	Member	Non-Executive Director
Mr. Chandubhai Vaghela	Member	Non-Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the

remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as

qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. However, the company is not paying remuneration to the executive directors of the company

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company''s Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee as on 31.03.2025:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Chandu bhai Vaghela	Chairman	Non-Executive Independent Director
Mr. Hariprasad Khetan	Member	Executive Director
Mr. Saileshbhai Chauhan	Member	Non- Executive Independent Director

SECRETARIAL AUDIT REPORT

There are qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

1. Company should appoint internal auditor as per the companies act, 2013.

2. Newspaper Advertisement of Financial Results should be given as per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The Company has not given Newspaper Advertisement for June, 2024 and September, 2024 quarter.

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

4. Retirement of Directors as per Section 152 of the Companies Act, 2013 should be complied.

5. Appointment of Managing Director was not done as per Section 203 of the Companies Act, 2013.

Further the Secretarial Audit Report as provided by Mr. Jitendra Parmar, Practicing Company Secretary for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of the Listing Obligations and Disclosure Requirement Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress

complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

---

Mar 31, 2024

Your Directors have pleasure in presenting the Board''s Report of your Company together
with the Audited Statement of Accounts and the Auditors'' Report of your company for the
financial year ended, 31^st March, 2023.

FINANCIAL HIGHLIGHTS

Particulars	Standalone
Particulars	2023-24	2022-23
Gross Income	2.24	7.71
Profit Before Interest and Depreciation	0.51	0.54
Finance Charges	0.00	0.00
Gross Profit	0.24	0.18
Provision for Depreciation	0.26	0.36
Net Profit Before Tax	0.24	0.18
Tax	0.064	0.035
Net Profit After Tax	0.18	0.14

DIVIDEND

However, with the view to conserve the resources of company the directors are not
recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.
INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate on
the date of this report

ANNUAL RETURN

The copy of an Annual Return as per section 92 (3) of the Companies Act, 2013 for the
financial year ended 31st March, 2024 is available on the website of the company. And the
link of the website is www.hitechwindingsystems.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held 6 (SIX) 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 (LODR) 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.	25/05/2023	4	4
2.	10/08/2023	4	4
3.	25/08/2023	4	4
4.	06/11/2023	4	4
5.	14/02/2024	4	4
6.	31/03/2024	4	4

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the

Company confirms that-

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

(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 the financial year and of the profit
and loss of the company for that period;

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be

followed by the company and that such internal financial controls are adequate and were
operating effectively.

(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.

AUDITORS and REPORT thereon

The Auditors, M/s Guarang Vora & Associates Chartered Accountants are as statutory
auditors of the company.

Their payment of remuneration is to be confirmed and approved in the ensuing Annual
General Meeting

There are no qualifications or adverse remarks in the Auditors'' Report which require any
clarification/ explanation. The Notes on financial statements are self-explanatory, and
needs no further explanation.

Further the Auditors'' Report for the financial year ended, 31st March, 2024 is annexed
herewith for your kind perusal and information.

LOANS. GUARANTEES AND INVESTMENTS

There were loans and investments but no guarantees made by the Company under Section
186 of the Companies Act, 2013 during the year under review and hence the said provision
is not applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an
arm''s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

(A) Conservation of energy and Technology absorption

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

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening
the Company''s existence is very minimal.

DIRECTORS and KMP

Following changes were made in the constitution of directors of the company during the
financial year:

Sr. No	Name	Designation	Date of appointment	Date of cessation	Mode of Cessation
NIL

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company is not paying remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.

A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board''s functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company''s Nomination and
Remuneration Committee comprises of three Directors. The table sets out the composition
of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Saileshbhai Chauhan	Chairman	Non-Executive Independent Director
Mrs. Usha Khetan	Member	Non-Executive Director
Mr. Chandubhai Vaghela	Member	Non-Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every
Director''s performance.

2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy
ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company
successfully;

b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the
Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as
per provisions of the Act and rules made there under.

REMUNERATION POLICY
Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the
subsequent approval of the shareholders at the General Meeting and such other authorities,
as may be required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company. However, the company is not paying
remuneration to the executive directors of the company

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and
Commission. The Non-Executive Directors are paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company''s Audit Committee
comprised of three directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Chandu bhai Vaghela	Chairman	Non-Executive Independent Director
Mr. Hariprasad Khetan	Member	Executive Director
Mr. Saileshbhai Chauhan	Member	Non- Executive Independent Director

SECRETARIAL AUDIT REPORT

There are qualifications or adverse remarks in the Secretarial Audit Report which require
any clarification/ explanation.

1. The company is in process of appointment of Managing Director.

2. The company will publish the newspaper advertisement of Financial results as
per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. The company is under process of appointment of Internal Auditor.

4. The company will do the Retirement of Directors as per section 152 of the
Companies Act, 2013.

Further the Secretarial Audit Report as provided by Mr. Jitendra Parmar, Practicing
Company Secretary for the financial year ended, 31st March, 2023 is annexed herewith
for your kind perusal and information.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of
the Listing Obligations and Disclosure Requirement Regulations, 2015 the company has
established Vigil Mechanism for directors and employees to report genuine concerns and
made provisions for direct access to the chairperson of the Audit Committee. Company has
formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy
to safeguard the interest of its stakeholders, Directors and employees, to freely
communicate and address to the Company their genuine concerns in relation to any illegal
or unethical practice being carried out in the Company. The details of the Vigil Committee
are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REPRESSED ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms
part of this report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed service of the Executives, staff and Workers of the
Company.

For & on behalf of the Board
of Directors

Date: 02.09.2024

Place: AHMEDABAD SD/- SD/-

Usha Khetan Hariprasad Khetan

DIN:02041361 DIN:01228538