Your directors are pleased to present the 46^th(Forty-Sixth) Annual Report on the business and operations of the Company along
with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The Board''s Report is prepared based on the standalone Financial Statements of the Company. The table below sets forth
the key financial parameters of the Company''s performance during the year under review:

2. SHARE CAPITAL:

As on March 31,2026, the Authorised Share Capital of the Company consisted of 60,00,000 Equity Shares of Rs. 10/- each
and 1,00,000 10% Cumulative Convertible Preference Shares of Rs. 100/- each. The Issued, Subscribed and paid-up
Equity Share Capital of the Company as on March 31, 2026 is 55,92,600 Equity Shares of Rs. 10/- each fully Paid up. There
was no change in the Share Capital during the year under review.

3. DIVIDEND:

In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the
Company have decided not to recommend any dividend on the Equity Shares of the Company for the financial year ended
March 31, 2026.

4. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of
Profit and Loss. The Company does not propose to transfer any amount to the Reserve.

5. COMPANY''S PERFORMANCE & OPERATIONS:

The Revenue from operations for the financial year under review was Rs. 3,904.33 Lakhs as compared to Rs. 4,002.65
Lakhs in the previous year.

During the financial year under review, the profit after tax (PAT) stood at Rs. 158.58 Lakhs as compared to Rs. 180.42 Lakhs
in the previous year. The performance for the coming years is expected to improve upon if right macroeconomic indicators
are achieved in future.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that for the
Financial Year ended March 31,2026:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along and there
are 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 at
the end of the financial year March 31, 2026 and of the Profit and Loss of the Company for that period;

c. The Directors have 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 have prepared the Annual Accounts 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 were operating effectively; and

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

7. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual
Return as on March 31,2026 on its website at www.ginitex.com. By virtue of amendment to Section 92(3) of the Companies
Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with Related Parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions are disclosed in Form No.
AOC-2 as Annexure I.

9. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS:

Below mentioned are changes to Director/ KMPs during the Financial Year 2025-2026:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pranav
Deepak Harlalka, Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting
(“AGM”) and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment
for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the
Notice convening the AGM. A brief profile of Mr. Pranav Deepak Harlalka has also been provided therein.

10. (1) PARTICULARS OF EMPLOYEES:

For details on meetings of the Board & various Committees, please refer to the Corporate Governance Report, which is
part of this Report.

12. FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II of Listing Regulations,
the Board has carried out an annual evaluation of its own performance and working of its Committees. The Board''s
functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure
and composition, establishment and delegation of responsibilities to various Committees. The Directors were evaluated on
aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the
Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings.

The Independent Directors of the Company met on February 11,2026 without the presence of Non-Independent Directors to
review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of
the Managing Director and Whole Time Director of the Company and to assess the quality, quantity and timeliness of flow of
information between the management and the Board of Directors. The performance evaluation of the Independent Directors
was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

13. DECLARATION BY AN INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the
Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they
have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses
for effective functioning.

14. NOMINATION AND REMUNERATION POLICY:

The Board of Directors at their meeting held on November 12, 2021 has approved the updated Nomination and
Remuneration Policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and
Senior Management of the Company. The said policy is also uploaded on the website of the Company www.ginitex.com.

The policy provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria
for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel,
Senior Management Personnel and other employees such that the Company''s business strategies, values, key priorities
and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board,
encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender.

The Nomination and Remuneration Policy is directed towards rewarding performance, based on review of achievements. It
is aimed at attracting and retaining high caliber talent.

15. STATUTORY AUDITORS:

At the Annual General Meeting held on September 21,2022, M/s. Vatsaraj and Co., Chartered Accountants, Mumbai (FRN:
111327W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General
Meeting to be held in the year 2027.

The report given by the said auditors on the financial statements of the Company is a part of the Annual Report.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS IN THEIR REPORT:

The report given by the auditors on the Financial Statement of the Company is part of the Annual Report. There has been
no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their report.

17. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing
Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is
enclosed as Annexure II (MR-3) to this report. The report is self-explanatory.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.
ginitex.com.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has devised an effective vigil mechanism/ whistle blower policy enabling stakeholders, including individual
employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. The
policy has been posted on the website of the Company i.e. www.ginitex.com.

19. COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has
constituted the mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and
Remuneration Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the
Corporate Governance Report of the Company, which forms part of this Annual Report.

20. SIGNIFICANT MATERIAL CHANGES

There were no material changes and commitments, which affects the financial position of the Company, which have occurred
since the financial year ended on March 31, 2026 of the Company to which the financial statements relate and till the date
of this report.

21. DETAILS WITH RESPECT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF Authority.

During the F.Y 2025-26, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as
per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company i.e. www.
ginitex.com.

The amount of unclaimed/unpaid dividend and the corresponding shares as on March 31, 2026:

22. RISK MANAGEMENT:

The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/
threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened
with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size,
scale and complexities of operations.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-
risk areas. The main focus of internal audit is to review business risks, test and review controls, assess business processes
besides benchmarking controls with best practices in the industry. During the year under review, there were no elements of
risk which in the opinion of the Board of Directors threaten the existence of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net
profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR), therefore, the Company has
neither formed any CSR committee nor any policy thereof.

25. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

The Board has evaluated the qualifications, experience, and skills of the Independent Directors appointed during the year
and is of the opinion that they possess the necessary integrity, expertise and experience to provide independent judgement
and oversight. The Board believes that their appointment will enhance the overall effectiveness of the Board and support
the Company''s strategic objectives.

26. DEPOSITS:

The Company has not accepted deposits from the public and/or members falling within the ambit of Section 73 and Section
76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of
furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

However, loan form Directors/Relative of Directors taken during the year are as follows:

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Note
No.49 to financial statements forming part of the Annual Report.

28. CORPORATE GOVERNANCE:

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the
maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on Corporate
Governance forming part of the Board''s Report and the certificate from the Practicing Company Secretary confirming
compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual Report in
Annexure - III.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

A. Industry Structure and Developments:

India''s textile and apparel industry continues to be one of the country''s most significant manufacturing sectors, supported
by a diversified raw material base, a well-established value chain and a large skilled workforce. The industry encompasses
fibre, yarn, fabric, processing, garments and technical textiles, catering to both domestic and international markets.

The sector plays a vital role in the Indian economy by contributing to manufacturing output, exports and employment. It
provides employment to more than 45 million people directly across the value chain and remains an important contributor
to the country''s industrial growth. Government initiatives aimed at strengthening domestic manufacturing, improving
infrastructure, promoting exports and encouraging investment continue to support the sector''s long-term development.

India has maintained its position among the leading global producers and exporters of textiles and apparel. During FY 2025¬
26, textile and apparel exports remained resilient despite continued macroeconomic uncertainties and subdued demand
in certain international markets. Growth in man-made fibre (MMF) products and value-added textiles reflects evolving
consumer preferences and increasing global demand for diversified textile products.

The domestic textile market continues to benefit from rising disposable incomes, rapid urbanisation, expanding organised
retail, growth in e-commerce and increasing consumer preference for quality and sustainable products. Technological
advancements, digitalisation and a greater focus on operational efficiency are also contributing to the sector''s transformation
and competitiveness.

As a participant in the textile industry, Gini Silk Mills Limited continues to focus on delivering quality products, improving
operational efficiencies and responding to changing market requirements. The Company remains committed to strengthening
its market position while leveraging opportunities arising from the long-term growth potential of the Indian textile sector.
Source: India Brand Equity Foundation (IBEF), Ministry of Textiles, Government of India, Press Information Bureau (PIB)
and IMARC Group.

B. Opportunities and Threats:

Opportunities-

• Growing domestic demand supported by rising disposable incomes and increasing urbanisation.

• Expansion of organised retail and e-commerce platforms enhancing market access.

• Government initiatives promoting textile manufacturing, exports and infrastructure development.

• Increasing demand for value-added, premium and sustainable textile products.

• Opportunities to improve operational efficiencies through technology adoption and process optimisation.

Threats-

• Volatility in raw material prices, particularly cotton, silk and man-made fibres.

• Intense competition from domestic as well as international textile manufacturers.

• Global economic uncertainties affecting export demand.

• Fluctuations in foreign exchange rates impacting export competitiveness and import costs.

• Rising energy, logistics and labour costs, which may affect operating margins.

• Changes in regulatory policies, environmental compliance requirements and geopolitical developments.

C. Segment-Wise or Product-Wise Performance:

In Textiles, our product is very well accepted by our customers & we are in the process of increasing our customer portfolio.

D. Outlook:

Your Company''s future growth will be driven by multiple growth drivers. In the textile space, large opportunities in global
textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product segments.
Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming year. On the
whole, we are seeing new growth opportunities in advanced material division and the segment continues to grow at rapid
pace.

E. Risk and Concerns:

The Company has risk management framework which enable it to take certain risks to remain competitive and achieve higher
growth and at the same time mitigate other risks to maintain sustainable results.

A key factor in determining a Company''s capacity to create sustainable value is the risk that the Company is willing to take
and its ability to manage them effectively. The Company''s Risk Management processes focuses on ensuring that risks are
identified on a timely basis and addressed.

F. Internal Control Systems and their Adequacy:

The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and its
Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and to ensure
its effectiveness, necessary steps were taken by the Company.

G. Discussion on financial performance with respect to Operational Performance:

During the year under review, your Company has registered a turnover of Rs. 3,904.33 Lakhs as compared to Rs. 4,002.65
Lakhs in the previous year.

The sales Revenue from Processing of Fabric Increased from Rs. 3116.90 Lakhs to Rs. 3290.89 Lakhs during the year under
review.

H. Material developments in human resources/ industrial relations front, including number of people employed:

Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply
committed to the growth of the Company. With the growing requirements of the Company, Company has taken necessary
initiatives to ensure not only the retention of the employees but also their growth and development.

The Company also provides various opportunities to the employees to develop their skills to take up higher responsibilities
in the organization. Company also uses various communication channels to seek employee''s feedback about the overall
working environment and the necessary tools and resources they need to perform at their best potential.

I. Details Of Significant Changes in Key Financial Ratios:

30. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not
been followed, thus management''s explanation is not required.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company firmly believes in providing a safe, supportive and friendly workplace environment where its values are
reflected through respectful conduct and inclusive practices. A positive workplace environment and an enriching employee
experience are integral to the Company''s culture. The Company is committed to providing and maintaining a workplace free
from discrimination and harassment on the basis of gender.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder, the Company has formulated and implemented a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace. The Policy is applicable to all women employees of the Company,
whether employed on a permanent, temporary or contractual basis.

The Company has constituted separate Internal Committees (ICs) for its Registered Office and Factory Establishment in
accordance with the provisions of the Act. The composition of the Internal Committees is in compliance with the requirements
of the Act.

The Composition of the Internal Committee for the Registered Office as well as Company''s Factory Establishment located
at Plant: E-15, MIDC, Tarapur, Boisar- 401506, Thane, Maharashtra is as follows:

The following is a summary of sexual harassment complaint received or disposed off during the year 2025-26:

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

32. MATERNITY BENEFITS:

Your Company recognizes the importance of supporting its female employees during maternity and has been providing
maternity benefits in accordance with the applicable laws, rules, regulations.

We continue to prioritize the well-being and career development of our employees, ensuring a supportive and inclusive work
environment.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention
at all levels by regular monitoring of all equipment''s and devices which consume electricity.

2. The steps taken by the Company for utilizing alternate sources of energy -The Company ensures that the
manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible
savings of energy is achieved.

3. The capital investment on energy conservation equipment''s -Since Company is having adequate equipment; no
capital investment on energy conservation equipment''s is made during the year.

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption - Not Applicable

II. The benefits derived like product improvement, cost reduction, product development or import substitution - Not
Applicable

III. I n the case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

IV. The expenditure incurred on Research and Development - At present the Company does not have separate
division for carrying out research and development work. No expenditure has therefore been earmarked for this
activity.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

35. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard-2 on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are
adequate and operating effectively.

36. LISTING WITH THE STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year FY 2025-2026 to the Bombay Stock Exchange
where the Company''s Equity Shares are listed.

37. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related
Party Transactions (''RPT Policy'') which can be accessed on Company Website at www.ginitex.com. The RPT Policy was
last reviewed and amended by the Board at its meeting held on March 12, 2026, on the recommendation of the Audit
Committee. All Related Party transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for transactions which are of a repetitive nature and are in the ordinary course of business and at arm''s
length pricing

All Related Party transactions are mentioned in the Note 41 to financial statements forming part of the Annual Report. The
listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in compliance
with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor listed its non¬
convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate Company,
the above disclosure is not applicable to the Company.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one
thousand listed entities based on market capitalization shall annex Business Responsibility Report to its annual report
describing the initiatives taken by the listed entity from an environmental, social and governance perspective. Business
Responsibility and Sustainability Report is not applicable to the company as the company does not come under the top one
thousand listed entities.

39. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.

There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during
the financial year 2025-26.

40. INDUSTRIAL RELATION:

The industrial relations of the Company continued to be cordial throughout the year.

41. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the Company.

b) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies
Act, 2013 for the Company.

c) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the year under review.

d) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

e) The Company has not issued any Sweat Equity Shares to its Directors or Employees.

f) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place
on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our
esteemed investors for their co-operation extended to and confidence reposed in the management.

BY ORDER OF THE BOARD
FOR GINI SILK MILLS LIMITEDSd/-DEEPAK HARLALKADate: July 28, 2026 CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai DIN: 00170335

Registered Office:

413, Tantia Jogani Industrial Estate Premises,

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Maharashtra, India-400011.

Your directors take pleasure in presenting the 45^th(Forty Fifth) Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The Board''s Report is prepared based on the standalone Financial Statements of the Company.

(Rs. In Lakhs)

2. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2025 was 5.59 Crores. There was no change in the
Share Capital during the year under review.

3. DIVIDEND:

In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the
Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended
March 31, 2025.

4. RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the statement of
Profit and Loss. The Company does not propose to transfer any amount to the Reserve.

5. OPERATIONS:

The Revenue from operations for the financial year under review was Rs. 4002.65 Lakhs as compared to Rs. 4373.30
Lakhs in the previous year.

During the financial year under review, the profit after tax (PAT) stood at Rs. 180.42 Lakhs as compared to Rs. 303.56 Lakhs
in the previous year. The performance for the coming years is expected to improve upon if right macroeconomic indicators
are achieved in future.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors'' confirm 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 March 31,2025 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 had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were 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.

7. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company will placed a copy of Annual
Return as on March 31,2025 on its website at www.ginitex.com. By virtue of amendment to Section 92(3) of the Companies
Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with Related Parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions are disclosed in Form No.
AOC-2 as Annexure I.

9. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS:

The changes during the Financial Year 2024-2025 are as follows:

I n accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Anjali
Deepak Harlalka, Director, retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible,
offers herself for re-appointment. The Board recommends the proposal of her re-appointment for the consideration of the
Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the AGM. A
brief profile of Mrs. Anjali Deepak Harlalka has also been provided therein.

Further, Miss Ashwini Somkuwar (Membership No. A71790) via resignation letter dated June 18, 2025 has resigned as
Company Secretary of the Company w.e.f. June 30, 2025.

10. (1) PARTICULARS OF EMPLOYEES:

12. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II of Listing Regulations,
the Board has carried out an annual evaluation of its own performance and working of its Committees. The Board''s
functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure
and composition, establishment and delegation of responsibilities to various Committees. The Directors were evaluated on
aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the
Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings.

The Independent Directors of the Company met on February 10, 2025 without the presence of Non-Independent Directors
to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance
of the Managing Director and Whole Time Director of the Company and to assess the quality, quantity and timeliness of
flow of information between the management and the Board of Directors. The performance evaluation of the Independent
Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

13. DECLARATION BY AN INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the
Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they
have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses
for effective functioning.

14. NOMINATION AND REMUNERATION POLICY:

The Board of Directors at their meeting held on November 12, 2021 has approved the updated Nomination and
Remuneration Policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and
Senior Management of the Company. The said policy is also uploaded on the website of the Company www.ginitex.com.

The policy provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria
for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel,
Senior Management Personnel and other employees such that the Company''s business strategies, values, key priorities
and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board,
encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender.

The Nomination and Remuneration Policy is directed towards rewarding performance, based on review of achievements. It
is aimed at attracting and retaining high caliber talent.

15. STATUTORY AUDITORS:

At the Annual General Meeting held on September 21,2022, M/s. Vatsaraj and Co., Chartered Accountants, Mumbai (FRN:
111327W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General
Meeting to be held in the year 2027.

The report given by the said auditors on the financial statements of the Company is a part of the Annual Report.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS IN THEIR REPORT:

The report given by the auditors on the Financial Statement of the Company is part of the Annual Report. There has been
no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

17. SECRETARIAL AUDIT REPORT:

I n terms of Section 204 of the Companies Act, 2013 and Rules made there under, Sandeep Dar and Co., Practicing
Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is
enclosed as Annexure II (MR-3) to this report. The report is self-explanatory.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.
ginitex.com.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has devised an effective vigil mechanism/ whistle blower policy enabling stakeholders, including individual
employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. The
policy has been posted on the website of the Company i.e. www.ginitex.com.

19. COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has
constituted the mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and
Remuneration Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the
Corporate Governance Report of the Company, which forms part of this Annual Report.

20. SIGNIFICANT MATERIAL CHANGES

There were no material changes and commitments, which affects the financial position of the Company, which have
occurred since the financial year ended on March 31, 2025 of the Company to which the financial statements relate and till
the date of this report.

21. DETAILS WITH RESPECT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years
or more shall also be transferred to the demat account of the IEPF Authority.

During the F.Y 2024-25, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as
per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company i.e. www.
ginitex.com.

The amount of unclaimed/unpaid dividend and the corresponding shares as on March 31, 2025:-

!2. RISK MANAGEMENT:

The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/
threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened
with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size,
scale and complexities of operations.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-
risk areas. The main focus of internal audit is to review business risks, test and review controls, assess business processes
besides benchmarking controls with best practices in the industry. During the year under review, there were no elements of
risk which in the opinion of the Board of Directors threaten the existence of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR):

The Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net
profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR), therefore, the Company has
neither formed any CSR committee nor any policy thereof.

25. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

The Board has evaluated the qualifications, experience, and skills of the Independent Directors appointed during the year
and is of the opinion that they possess the necessary integrity, expertise and experience to provide independent judgement
and oversight. The Board believes that their appointment will enhance the overall effectiveness of the Board and support
the Company''s strategic objectives.

26. DEPOSITS:

The Company has not accepted deposits from the public and/or members falling within the ambit of Section 73 and Section
76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of
furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

However, loan form directors/relative of directors taken during the year are as follows:

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Note
No.7 to financial statements forming part of the Annual Report.

28. CORPORATE GOVERNANCE:

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the
maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on
Corporate Governance forming part of the Board''s Report and the certificate from the Practicing Chartered Accountant
confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual
Report in Annexure - III.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

A. Industry Structure and Developments:

I ndia''s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The
industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the
capital-intensive sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is
its strong production base of a wide range of fibre/yarns from natural fibres like cotton, jute, silk, and wool, to synthetic/
man-made fibres like polyester, viscose, nylon and acrylic.

The textile and apparel industry is one of the leading segments of the Indian economy and the largest source of foreign
exchange earnings in India.

The industry support by the government, the favourable Geo-political equations coupled with the resilience of Indian
entrepreneurs will likely hold the Indian economy and the Textiles and Apparel sector in good stead.

B. Opportunities and Threats:

The textile industry faces several challenges and exciting opportunities in today''s times. One of the most significant
challenges is the growing global competition, with an increasing number of countries entering this sector. This means
that companies need to become better and more efficient to remain competitive. Additionally, there is a growing
pressure to be more environmentally friendly and conduct business responsibly.

I n order to induce foreign investments in the Textile Industry in India, the government is framing policies that are
supportive to the foreigner while entering the Indian market. The government has even allowed 100% FDI in the Textile
sector under an automatic route. The government is further looking to invest the production-linked incentive scheme
in man-made fiber and technical textiles over a period of 5 years.

C. Segment-Wise or Product-Wise Performance:

I n textiles, our product is very well accepted by our customers & we are in the process of increasing our customer
portfolio.

D. Outlook:

Your Company''s future growth will be driven by multiple growth drivers. In the textile space, large opportunities in
global textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product
segments. Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming
year. On the whole, we are seeing new growth opportunities in advanced material division and the segment continues
to grow at rapid pace.

E. Risk and Concerns:

The Company has risk management framework which enable it to take certain risks to remain competitive and achieve
higher growth and at the same time mitigate other risks to maintain sustainable results.

A key factor in determining a Company''s capacity to create sustainable value is the risk that the Company is willing to
take and its ability to manage them effectively. The Company''s Risk Management processes focuses on ensuring that
risks are identified on a timely basis and addressed.

F. Internal Control Systems and their Adequacy:

The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and
its Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and
to ensure its effectiveness, necessary steps were taken by the Company.

G. Discussion on financial performance with respect to Operational Performance:

During the year under review, your Company has registered a turnover of Rs. 4002.65 Lakhs as compared to Rs.
4373.30 Lakhs in the previous year.

The sales Revenue from Processing of Fabric decreased from Rs. 3398.92 Lakhs to Rs. 3116.90 Lakhs during the
year under review.

H. Material developments in human resources/ industrial relations front, including number of people employed:

Your Company believes that its employees are one of the most valuable assets of the Company. The employees are
deeply committed to the growth of the Company. With the growing requirements of the Company, Company has taken
necessary initiatives to ensure not only the retention of the employees but also their growth and development.

The Company also provides various opportunities to the employees to develop their skills to take up higher
responsibilities in the organization. Company also uses various communication channels to seek employee''s feedback
about the overall working environment and the necessary tools and resources they need to perform at their best

nntpntial

30. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not been
followed, thus management''s explanation is not required.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our
values come to life through the supporting behaviors. Positive workplace environment and a great employee experience
are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and
harassment based on gender.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC) has
been set up in compliance with the said Act. The Composition of the said Committee is as follows:

1. Sonal Tukrul - Presiding Officer

2. Saroj Yadav - Member

3. Vaishali Raut - Member

4. Uday Mehar - External Member

The following is a summary of sexual harassment complaint received or disposed off during the year 2024-25:

• No. of Complaint received : NIL

• No. of Complaint disposed off : NIL.

32. MATERNITY BENEFITS:

Your company recognizes the importance of supporting its female employees during maternity and has been providing
maternity benefits in accordance with the applicable laws, rules, regulations.

We continue to prioritize the well-being and career development of our employees, ensuring a supportive and inclusive work
environment.

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

A. CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention
at all levels by regular monitoring of all equipments and devices which consume electricity.

2. The steps taken by the Company for utilizing alternate sources of energy -The Company ensures that the
manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible
savings of energy is achieved.

3. The capital investment on energy conservation equipment''s -Since Company is having adequate equipment; no
capital investment on energy conservation equipments is made during the year.

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption - Not Applicable

II. The benefits derived like product improvement, cost reduction, product development or import substitution - Not
Applicable

III. I n the case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

IV. The expenditure incurred on Research and Development - At present the Company does not have separate
division for carrying out research and development work. No expenditure has therefore been earmarked for this
activity.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

35. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard-2 on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are
adequate and operating effectively.

36. LISTING WITH THE STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year FY 2024-2025 to the Bombay Stock Exchange
where the Company''s equity shares are listed.

37. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

The amended Related Party Transaction Policy has been adopted by the Board of Directors in their meeting for determining
the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the
Company''s website i.e. www.ginitex.com.

All related party transactions are mentioned in the Note 41 to financial statements forming part of the Annual Report. All
related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which were repetitive in nature.

The listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations
2015 in compliance with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor
listed its non-convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate
Company, the above disclosure is not applicable to the Company.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one
thousand listed entities based on market capitalization shall annex Business Responsibility Report to its annual report
describing the initiatives taken by the listed entity from an environmental, social and governance perspective. Business
Responsibility and Sustainability Report is not applicable to the company as the company does not come under the top one
thousand listed entities.

39. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during
the financial year 2024-25.

40. INDUSTRIAL RELATION:

The industrial relations of the Company continued to be cordial throughout the year.

41. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the company.

b) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies
Act, 2013 for the company.

c) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the year under review.

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e) The Company has not issued any sweat equity shares to its directors or employees.

f) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year.

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to
place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to
our esteemed investors for their co-operation extended to and confidence reposed in the management.

BY ORDER OF THE BOARD
FOR GINI SILK MILLS LIMITED

Sd/-

DEEPAK HARLALKA

Date: August 20, 2025 CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai DIN: 00170335

Registered Office:

413, Tantia Jogani Industrial Estate Premises,

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Maharashtra, India-400011.

Your Directors take pleasure in presenting the 44^th(Forty Fourth) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Board''s Report is prepared based on the standalone Financial Statements of the Company.

(Rs. In Lakhs)

2. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024 was 5.59 Crores. There was no change in the Share Capital during the year under review.

3. DIVIDEND:

In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2024.

4. RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of Profit and Loss. The Company does not propose to transfer any amount to the General Reserve.

5. OPERATIONS:

The Revenue from operations for the financial year under review was Rs. 4,373.30 Lakhs as compared to Rs. 4618.69 Lakhs in the previous year.

During the financial year under review, the profit after tax (PAT) stood at Rs. 303.56 Lakhs as compared to Rs. 153.07 Lakhs in the previous year. The performance for the coming years is expected to improve upon if right macroeconomic indicators are achieved in future.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors'' confirm 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 March 31,2024 and of the Profit and Loss of the Company for this 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual Return as at March 31,2024 on its website at www.ginitex.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with Related Parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions are disclosed in Form No. AOC-2 as Annexure I.

9. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS:

The changes during the Financial Year 2023-2024 are as follows:

I n accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pranav Harlalka, Director, retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Pranav Harlalka has also been provided therein.

The Board of Directors of the Company at their meeting held on June 28, 2024 re-appointed Mr. Deepak Harlalka (DIN: 00170335) as Managing Director of the Company for a term of 3 years w.e.f. July 01, 2024 subject to the approval of shareholders in the ensuing Annual General Meeting.

The Board of Directors of the Company at their meeting held on August 12, 2024 appointed Mr. Ajay Beniprasad Jajodia (DIN: 00726322) as Additional Director (Independent Capacity) of the Company till the ensuing Annual General Meeting and has recommended his appointment for a term of 5 years to the members for their approval. Further, Mr. Suresh Gaggar (DIN: 00599561) via resignation letter dated August 12, 2024 has resigned as Independent Director of the Company w.e.f. August 12, 2024.

12. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II of Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Independent Directors of the Company met on February 14, 2024 without the presence of Non-Independent Directors to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Managing Director and Whole Time Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

13. DECLARATION BY AN INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning.

14. NOMINATION AND REMUNERATION POLICY:

The Board of Directors at their meeting held on November 12, 2021 has approved the updated Nomination and Remuneration Policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. The said policy is also uploaded on the website of the Company www.ginitex.com.

The policy provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Company''s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender.

The Nomination and Remuneration Policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent.

15. STATUTORY AUDITORS:

At the Annual General Meeting held on September 21,2022, M/s. Vatsaraj and Co., Chartered Accountants, Mumbai (FRN: 111327W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2027.

The report given by the said auditors on the financial statements of this Company is a part of the Annual Report.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

The report given by the auditors on the Financial Statement of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

17. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. The report is self-explanatory. The Company has initiated necessary steps to comply with non-compliances as mentioned under the Secretarial Audit Report.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www. ginitex.com.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has devised an effective vigil mechanism/ whistle blower policy enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. The policy has been posted on the website of the Company i.e. www.ginitex.com.

19. COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

20. SIGNIFICANT MATERIAL CHANGES

There were no material changes and commitments, which affects the financial position of the Company, which have occurred since the financial year ended on March 31, 2024 of the Company to which the financial statements relate and till the date of this report.

21. DETAILS WITH RESPECT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the F.Y 2023-24, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company i.e. www. ginitex.com.

The amount of unclaimed/unpaid dividend and the corresponding shares as on March 31, 2024: -

22. RISK MANAGEMENT:

The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/ threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

23. DETAILS IN RESPECT OFADEQUACYOFINTERNALFINANCIALCONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of operations.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. During the year under review, there were no elements of risk which in the opinion of the Board of Directors threaten the existence of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Your Company does not have the requisite Net Worth or has achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR). Therefore, the Company has neither formed any CSR committee nor any policy thereof.

25. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have not given a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year as there were no Independent Directors appointed in the year.

26. DEPOSITS:

The Company has not accepted deposits from the public and/or members falling within the ambit of Section 73 and Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

However, loan form directors/relative of directors taken during the year are as follows:

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Note No.7 to financial statements forming part of the Annual Report.

28. CORPORATE GOVERNANCE:

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on Corporate Governance forming part of the Board''s Report and the certificate from the Practicing Chartered Accountant confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual Report in Annexure - III.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

A. Industry Structure and Developments:

The Indian Textile industry witnessed major challenges in 2023 due to fluctuating cotton prices, diminishing demand, capacity under-utilization and dumping of imported fabrics and garments from China and Bangladesh.The buying by the US and EU has remained quite low and that too for an unusually longer period, which has affected the exports badly.

Within the textile sector, the segment encompassing cotton yarn, fabrics, made-ups, and handloom products witnessed a notable year-on-year increase in exports by $740 million in 2023-24 over the previous year, attributed to a surge in cotton yarn exports.

B. Opportunities and Threats:

The textile industry faces several challenges and exciting opportunities in today''s times. One of the most significant challenges is the growing global competition, with an increasing number of countries entering this sector. This means that companies need to become better and more efficient to remain competitive. Additionally, there is a growing pressure to be more environmentally friendly and conduct business responsibly.

I n order to induce foreign investments in the Textile Industry in India, the government is framing policies that are supportive to the foreigner while entering the Indian market. The government has even allowed 100% FDI in the Textile sector under an automatic route. The government is further looking to invest the production-linked incentive scheme in man-made fiber and technical textiles over a period of 5 years.

C. Segment-Wise or Product-Wise Performance:

I n textiles, our product is very well accepted by our customers & we are in the process of increasing our customer portfolio.

D. Outlook:

Your Company''s future growth will be driven by multiple growth drivers. In the textile space, large opportunities in global textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product segments. Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming year. On the whole, we are seeing new growth opportunities in advanced material division and the segment continues to grow at rapid pace.

E. Risk and Concerns:

The Company has risk management framework which enable it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

A key factor in determining a Company''s capacity to create sustainable value is the risk that the Company is willing to take and its ability to manage them effectively. The Company''s Risk Management processes focuses on ensuring that risks are identified on a timely basis and addressed.

F. Internal Control Systems and their Adequacy:

The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and its Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and to ensure its effectiveness, necessary steps were taken by the Company.

G. Discussion on financial performance with respect to Operational Performance:

During the year under review, your Company has registered a turnover of Rs. 4,373.30 Lakhs as compared to Rs. 4618.69 Lakhs in the previous year.

The sales Revenue from Processing of Fabric decreased from Rs. 3430.74 Lakhs to Rs.3398.92 Lakhs during the year under review.

H. Material developments in human resources/ industrial relations front, including number of people employed:

Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply committed to the growth of the Company. With the growing requirements of the Company, Company has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.

The Company also provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization. Company also uses various communication channels to seek employee''s feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.

30. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not been followed, thus management''s explanation is not required.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC) has been set up in compliance with the said Act. The Composition of the said Committee is as follows:

1. Sonal Tukrul - Presiding Officer

2. Saroj Yadav - Member

3. Vaishali Raut - Member

4. Uday Mehar - External Member

The following is a summary of sexual harassment complaint received or disposed off during the year 2023-24:

• No. of Complaint received : NIL

• No. of Complaint disposed off : NIL.

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

A) CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.

2. The steps taken by the Company for utilizing alternate sources of energy -The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

3. The capital investment on energy conservation equipment''s -Since Company is having adequate equipment; no capital investment on energy conservation equipments is made during the year.

B) TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption - Not Applicable

II. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

III. I n the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

IV. The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out research and development work. No expenditure has therefore been earmarked for this activity.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

34. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard-2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

35. LISTING WITH THE STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year FY 2023-2024 to the Bombay Stock Exchange where the Company''s equity shares are listed.

36. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

The amended Related Party Transaction Policy has been adopted by the Board of Directors in their meeting held on August 10, 2022 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s website i.e. www.ginitex.com.

All related party transactions are mentioned in the Note 38 to financial statements forming part of the Annual Report. All related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature.

The listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in compliance with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor listed its non-convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate Company, the above disclosure is not applicable to the Company.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2), of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top one thousand listed entities based on market capitalization shall annex Business Responsibility Report to its annual report describing the initiatives taken by the listed entity from an environmental, social and governance perspective. Business Responsibility and Sustainability Report is not applicable to the company as the company does not come under the top one thousand listed entities.

38. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2023-24.

39. INDUSTRIAL RELATION:

The industrial relations of the Company continued to be cordial throughout the year.

40. 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, there was no valuation which was required to be done nor did the Company have done one time settlement with any bank and hence the said clause is not applicable to the Company.

41. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the company.

b) As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your

Company is required to maintain cost records.

c) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the year under review.

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e) The Company has not issued any sweat equity shares to its directors or employees.

f) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the

year.

42. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

BY ORDER OF THE BOARD FOR GINI SILK MILLS LIMITED

Sd/-

DEEPAK HARLALKA

Date: August 23, 2024 CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai DIN: 00170335

Registered Office:

413, Tantia Jogani Industrial Estate Premises,

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Mumbai-400011.

The Directors have pleasure in presenting their 38^th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS:

The Board''s Report is prepared based on the stand alone financial statements of the Company.

(Rs. in lacs)

2. DIVIDEND:

We are pleased to announce that the Board of Directors has recommended Re. 0.50/- per Equity Share of Rs. 10/- each (i. e. 5% of face value) aggregating to Rs. 27,96,300 (excluding Dividend Distribution Tax as applicable) for the year ended on March 31, 2018.

3. RESERVES:

No amount out of current year''s profits is transferred to the Reserves and Surplus.

4. OPERATIONS:

Our Revenue from operations during the period under review has increased to Rs. 3942.55 Lacs from Rs. 3911.61 Lacs in the previous year. i. e. a increase of 0.79% in the financial year 2017-18.

During the period under review the profit after tax (PAT) stood at 214.67 Lacs (Previous Year Rs. 238.02 Lacs). There is a decrease of 9.81% in net profit after tax as compared to previous year. The performance for the coming years is expected to improve upon from the last year if right macroeconomic indicators are achieved in future.

5. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors'' confirm that—

(a) I n the preparation of the Annual Accounts, the applicable Accounting Sandards 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 had laid down Internal Financial controls to be followed by the Company and that such Internal Financial controls are adequate and were 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.

6. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies( Management and Administration ) Rules, 2014, are included in this Report as Annexure-I and forms an integral part of this report.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with Related Parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC-2 as Annexure II.

8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

During the year under review there were no changes takes place in the Directors or Key Managerial Personnel Appointments / Resignations.

9. (1) particulars OF EMPLOYEES:

(2) Particulars of Employees drawing Remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no Employees drawing Remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh and Fifty Thousand per month if employed for part of the financial year or draws Remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company.

10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

11. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

12. DECLARATION BY AN INDEPENDENT DIRECTOR:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

13. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The remuneration policy is also uploaded on the website www.ginitex.com

14. STATUTORY AUDITORS:

At the Annual General Meeting held on August 29, 2017, M/s. Bilimoria Mehta & Co.., Chartered Accountants, (FRN 101490W), Mumbai, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2022.

In accordance with Companies (Amendment) Act 2017, the provision with regard to ratification of appointment of Auditors at every Annual General Meeting prescribed under the first proviso to sub-section (1) of section 139 of the Companies Act, 2013 is omitted from the financial year 2018-19 onwards.

The report given by the auditors on the financial statement of the company is a part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as mentioned under the Secretarial Audit Report.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at www.ginitex.com

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as on March 31, 2018 as required under section 177(8) of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Mr. Suresh Gaggar - Chairman

2. Mr. Pankajkumar Agarwal - Member

3. Mr. Ruchir Jalan - Member

18. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. RISK MANAGEMENT:

The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/ threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial controls. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. DEPOSITS:

During the year under review, the Company has not accepted any Deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

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

During the period under review, Company has not given any loans to the parties.

23. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken.

A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms an integral part of this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

I Indudy Structure and Developments

Indian Textile industry is one of the largest in the world with large raw material base and manufacturing strength across the value chain. The uniqueness of the Industry lies in its strength both in the hand woven as well as in the capital intensive mill sector. Traditional sectors like handloom, handicrafts and small scale power-loom units are the biggest source of employment for millions of people in rural and urban area.

The Textile industry contributes to 7% industry output in value terms, 2% of India''s GDP and 15% of the country''s export earnings. With over 45 million people employed directly, the Textile industry is one of the largest sources of employment generation in the country.

II Opportunities and Challenges

1. Shift towards the market of branded ready- made garments is being observed

2. Increase Disposable Income and Purchasing Power of Indian Customer opens New Market.

3. More number of emerging malls and retail industries are providing opportunities to industries segments like handicrafts and apparels

III. Segment-Wise or Product-Wise Performance

In textiles, our product is well very accepted by our customers & we are in the process of increasing our customer portfolio.

IV Outlook

Your Company''s future growth will be driven by multiple growth driver. In the textile space, large opportunities in global textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product segments. Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming year. On the whole, we are seeing new growth opportunities in advanced material division and the segment continues to grow at rapid pace.

V Risk and Concerns

The company has risk management framework which enable it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

A key factor in determining a Company''s capacity to create sustainable value is the risk that the Company is willing to take and its ability to manage them effectively. The Company''s Risk Management processes focuses on ensuring that risks are identified on a timely basis and addressed.

Foreseeing the concerns, the Company manages to identify, evaluate, and monitor non-business risks.

VI Internal Control Systems and their Adequacy

The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and its Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and to ensure its effectiveness, necessary steps were taken by the Company.

VII. Discussion on financial performance with respect to Operational Performance

During the year under review, your company has registered a turnover of 3942.55 Lacs as compared to 3911.61 Lacs in the previous year.

The sales revenue from Processing of Fabric increased from Rs. 1889.72 Lacs to Rs. 2378.69 Lacs during the year under review.

VIII. Material developments in human resources/ individual relations front, including number of people employed

Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply committed to the growth of the Company. With the growing requirements of the Company, Company has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.

The Company also provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization. Company also uses various communication channels to seek employee''s feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee under the Act, for implementation of said policy.

The following is a summary of sexual harassment complaint received or dispose of during the year 2017-18:

- No. of Complaint received: NIL

- No. of Complaint disposed off: NIL.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF COMPANIES (ACCOUNTS) RULES, 2014

A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.

(ii) The steps taken by the Company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The capital investment on energy conservation equipments - Since Company is having adequate equipment; no capital investment on energy conservation equipments is made during the year.

B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) I n the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

(iv) The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out Research and Development work. No expenditure has therefore been earmarked for this activity.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. APPRECIATION:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

BY ORDER OF THE BOARD

FOR GINI SILK MILLS LIMITED

Vishwanath Harlalka

CHAIRMAN

Registered Office:

413, Tantia Jogani Industrial Estate Premises,

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Mumbai-400011

Date: May 28, 2018

Place: Mumbai

DIRECTOR REPORT

To,

The Members of GINI SILK MILLS LIMITED

The Directors have pleasure in presenting their 36^th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the stand alone financial statements of the Company.

(Rs. in lacs)

2. DIVIDEND:

The Board, in its meeting held on March 07, 2016, declared an interim dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5 % of face value) aggregating Rs. 27,96,300 (excluding dividend distribution tax as applicable).

The Board does not recommend final dividend for the financial year ended on 31.03.2016.

3. RESERVES:

No amount out of current year’s profits was transferred to the Reserves and Surplus.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. OPERATIONS:

Our Revenue from operations during the period under review has increased to Rs.4075.40 Lacs from Rs. 4012.11 Lacs in the previous year, i.e. an increase of 1.58% in the financial year 2015-16.

During the period under review the profit after tax (PAT) stood at 180.44 Lacs (Previous Year Rs. 243.03 Lacs). There is a decrease of 25.75 % in net profit after tax as compared to previous year. The performance for the coming years is expected to improve upon from the last year if right macroeconomic indicators are achieved in future.

6. DIRECTORSCRESPONSIBILITY STATEMENT:

The Directors’ confirm 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;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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.

7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

During the year under review, there were no changes in the constitution of the Board.

8. (1) PARTICULARS OF EMPLOYEES:

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

10. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board is functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. DECLARATION BY AN INDEPENDENT DIRECTOR:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The remuneration policy is also uploaded on the website www.ginitex.com

13. AUDITORS:

The Auditors M/s. Vatsaraj & Co. Chartered Accountants, (FRN No.11327W) Mumbai, will retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of One year from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The report given by the auditors on the financial statement of the Company is a part of the annual report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

14. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as mentioned under the Secretarial Audit Report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at www.ginitex.com

16. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as on March 31, 2016 as required under section 177(8) of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Mr. Ramprasad Poddar- Chairman

2. Mr. Pankajkumar Agarwal - Member

3. Mr. Suresh Gaggar- Member

17. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/ threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place adequate internal financial controls. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the period under review, Company has given loans to the following parties:

Company has also made the investment in Tarapur Environment Protection Society by paying application money of Rs. 17,04,534 for allotment of Shares.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm is length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure 2.

23. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee under the Act, for implementation of said policy.

The following is a summary of sexual harassment complaint received or dispose of during the year 2015-16.

- No. of Complaint received: NIL

- No. of Complaint disposed off: NIL.

25. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO

A) CONSERVATION OF ENERGY

The Company is operation involves low energy Consumption Nevertheless energy Conservation measures have already been taken wherever possible.

Efforts to conserve and optimize the use energy through improved operational methods and other means will continue.

(FORM-A) (See Rule 2)

B) TECHNOLOGY AND TECHNICAL ABSORPTION AND ADOPTION

1) TECHNOLOGY ABSORPTION:

The Company is present manufacturing activities are such that the same do not require any specialized Technology as in India, technical know-how for Textile Industries has been standardized and is being used in the Industry. Besides, the Promoters of the Company are engaged in Textile business since last 3 decades and the business is inherited. In view of the above, the question of technical absorption and adaptation does not arise.

2) RESEARCH & DEVELOPMENT:

At present the Company does not have separate division for carrying out Research and Development work. No expenditure has therefore been earmarked for this activity.

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

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYIS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company is operations in future.

27. LISTING AGREEMENT WITH THE STOCK EXCHANGES:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company is Shares are listed.

28. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

413, Tantia Jogani Industrial Estate Premises, GINI SILK MILLS LIMITED

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Mumbai-400011

Date: May 30, 2016 Vishwanath Harlalka

Place: Mumbai Chairman

The Members of GINI SILK MILLS LIMITED

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. Financial Highlights:

The Board's Report is prepared based on the stand alone financial statements of the company.

(Rs in lacs) Particulars 2014-2015 2013-2014

REVENUE

1. Net Sales/ Income from operation 4012.11 3489.53

Other Income 242.38 218.82

Total 4254.49 3708.35

LESS: EXPENDITURE

2. Employee Benefit Expenses

Financial Cost 346.40 321.53

Depreciation 44.93 5.63

Other Expenses 40.06 45.97

3429.12 3057.43

Total 3860.51 3430.56

3. Profit Before Tax 393.98 277.79

4. Provision for Taxation

i) Current Tax 81.00 85.00

ii) Deferred Tax 70.03 5.30

iii) Earlier years Tax (0.08) 13.47

5. Profit After Tax 243.03 174.02

6. Balance carried from previous year 2026.68 1885.37

7. Amount Available for Appropriation 2269.71 2059.39

8. APPROPRIATIONS:

Proposed Dividend 27.96 27.96

Dividend Distribution Tax 5.72 4.75

Prior Period Items (31.65) -

Depreciation as per schedule II OF Companies Act,2013 11.35 -

9. Balance carried to Balance Sheet 2256.33 2026.68

Total 2269.71 2059.39

Basic/Diluted Earning per Equity Shares 4.35 3.11

2. Dividend:

We are pleased to announce that the Board of Directors have recommended dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5 % of face value) aggregating Rs. 27,96,300 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. Reserves:

No amount out of current year's Profits was transferred to the General Reserves.

4. Extract Of Annual Return:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies( Management and Administration ) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. Operations:

During the period under review the profit after tax (PAT) stood at 243.03 Lacs (Previous Year Rs. 174.02 Lacs), there was an increase of 28.39 % as compared to last financial year. The performance for the coming years is expected to improve upon from the last year if right macroeconomic indicators are achieved in future.

6. Directors' Responsibility Statement:

The Directors' confirm 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;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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.

7. Directors or Key Managerial Personnel Appointments / Resignations during the year

- The following Independent Directors were appointed during the financial year 2014-2015:

1. Mr. Ramprasad Poddar (DIN: 00163950)

2. Mr. Suresh Gaggar (DIN: 00599561).

3. Mr. Pankajkumar Agarwal (DIN: 01115660).

- Mrs. Anjali Harlalka (DIN: 07141513) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

- The following Directors resigned during the financial year 2014-2015:

1. Mr. Rajendra Kumar Rajgahia (DIN: 00141766)

2. Mr. Dinesh Ramprasad Poddar (DIN: 00164182)

8. (1) Particulars of Employees:

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Executive Chairman or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

9. Number of Meetings of Board during the year

Sr. no Particulars No. of meetings held

Board meetings Six

1. Audit Committee meetings Four

2. Nomination and Remuneration Committee meeting One

3. Risk Management Committee meeting One

4. Stakeholders relationships Committee One

5. Independent Directors Meeting One

10. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship 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.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. Declaration by an Independent Directors:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy is also uploaded on the website www.ginitex.com.

13. Auditor:

The Auditors M/s. Vatsaraj & Co. Chartered Accountants, (FRN No.11327W) Mumbai, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of One year from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The report given by the auditors on the financial statement of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

14. Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretary has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however, the Company has initiated necessary steps to comply with non-compliances as mentioned under the Secretarial Audit Report as per the provisions of the Companies Act, 2013 and the Listing Agreement.

15. Vigil Mechanism:

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ginitex.com

16. Composition of Audit Committee:

Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

1. Mr. Ramprasad Poddar- Chairman

2. Mr. Pankajkumar Agarwal - Member

3. Mr. Suresh Gaggar- Member

17. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. The Risk management Policy has been uploaded on the website of the Company at www.ginitex.com There were no risk identified which would threaten the existence of the Company during the year under review.

19. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. Deposits:

The Company has not accepted any deposits during the year.

21. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

Details of Loan and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes of the Financial Statements.

22. Particulars of contracts or arrangements with Related Parties:

The particulars of every contracts or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure 2.

23. Corporate Governance:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance Certificate from Statutory Auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with this report.

24. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee under the Act, for implementation of said policy.

The following is a summary of sexual harassment complaint received or dispose of during the year 2014-15.

- No. of Complaint received: NIL

- No. of Complaint disposed off: NIL.

25. Details of Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A) CONSERVATION OF ENERGY

The Company's operation involves low energy Consumption Nevertheless energy Conservation measures have already been taken wherever possible.

Efforts to conserve and optimize the use energy through improved operational methods and other means will continue.

(FORM - A) (See Rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A) POWER AND FUEL CONSUMPTION 2014-2015 2013-2014

PURCHASED

Unit (KWH) 2535900 2637458

Total Amount (Rs In lacs) 176.94 179.62

Rate per unit ( Rs 6.98 6.81

OWN GENERATION Through Diesel Generator

Units (KWH) 34115 31196

Units per Itr. Of Diesel oil 4.44 4.40

Cost per unit (Rs) 14.30 13.71

COAL

Quantity (Kgs) 6557990 6888025

Total cost ( Rs In Lacs) 364.13 354.35

Average rate per Kg (Rs) 5.55 5.14 GAS

Quantity (Kgs) 29754 31312

Total cost ( Rs In Lacs) 25.69 30.03

Average rate per Kg (Rs) 86.35 95.91

DIESEL OIL

Quantity (Ltrs) 7678 7554

Total cost ( Rs In lacs) 4.88 4.28

Average rate per Ltr (Rs) 63.55 56.56

B CONSUMPTION PER UNIT OF PRODUCTION ENERGY

Electricity (KWH) 0.13 0.13

Coal (Kgs) 0.33 0.34

TECHNOLOGY AND TECHNICAL ABSORPTION AND ADOPTION

1) TECHNOLOGY ABSORPTION:

The Company's present manufacturing activities are such that the same do not require any specialized Technology as in India, technical know-how for Textile Industries has been standardized and is being used in the Industry. Besides, the Promoters of the Company are engaged in Textile business since last 3 decades and the business is inherited. In view of the above, the question of technical absorption and adaptation does not arise.

2) RESEARCH & DEVELOPMENT:

At present the company does not have separate division for carrying out Research and Development work. No expenditure has therefore been earmarked for this activity.

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

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

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.

27. Listing Agreement with the Stock Exchanges:

Your Company continues to be listed on the Bombay Stock Exchange Limited, Mumbai where the company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company's Shares are listed.

28. Acknowledgement:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board 413, Tantia Jogani Industrial GINI SILK MILLS LIMITED Estate Premises, Opp. Kasturba Hospital, J. R. Boricha Marg, Lower Parel (East), Mumbai-400011 Vishwanath Harlalka Place: Mumbai Chairman Date : May 28, 2015

THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Forth Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars 2013-2014 2012-2013 (Rs.) (Rs.) REVENUE

Net Sales/Income from operations 3489.53 3247.03

Other Income 218.82 206.98

Total 3708.35 3454.00

Less : Expenses

Employee Beneft Expenses 321.53 311.08

Financial Cost 5.63 18.47

Depreciation 45.97 47.23

Other Expenses 3057.43 2841.42

Total 3430.56 3218.20

Proft before Tax 277.79 235.80

Less: Tax Expenses

Current Taxation 85.00 73.00

Deferred Tax 5.30 (3.34)

Excess/ Short provision for Tax in respect of earlier Year 13.47 (0.02)

Net Proft after Tax 174.02 166.16

Add : Balance brought forward 1885.37 1751.71

Proft available for appropriation 2059.39 1917.87

APPROPRIATIONS

Proposed Dividend 27.96 27.96

Distribution Tax 4.75 4.54

Proft Carried to Balance Sheet 2026.68 1885.37

Total 2059.39 1917.87

Basic/Diluted Earning per equity shares 3.11 2.97

DIVIDEND

For the year under review, your Directors have recommend a dividend of Rs. 0.50 per share (Rs. 0.50 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 27,96,300/-. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

DIRECTORS:

Mr. Rajendra Kumar Rajgarhia, Director of the company is liable to retire by rotation and being eligible, offers himself for re- appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor''s Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confrmation from M/s. Vatsaraj & Co. that their appointment, if made, would be in conformity with the limits specifed in the said Section.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effuent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fre protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fxtures against possible risks like fre, food, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial throughout the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company''s Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED,

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

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

(ii) The directors had selected such accounting policies and applied them consistently and made judgment 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 fnancial year covered under this report and of the proft of the Company for the year.

(iii) The directors have taken proper and suffcient 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confdence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai VSIHWANTH HARLALKA Date: 27 /05/2014 (Executive Chairman)

Registered Office: 413, Tantia Jogani Industrial Premises J. R. Boricha Marg, Lower Parel (East), Mumbai - 400 011

TO THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Third Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.In Lacs)

Particulars 2012-2013 2011-2012

Revenue

Net Sales/Income from operations 3247.03 3283.81

Other Income 206.98 205.24

Total 3454.00 3489.05

Less : Expenses

Employee Benefit Expenses 31108 272.24

Financial Cost 18.47 16.52

Depreciation 47.23 45.46

Other Expenses 2841.42 2881.82

Total 3218.20 3216.04

Profit before Tax 235.80 273.01

Less : Tax Expenses

Current Taxation 73.00 75.00

Deferred Tax (3.34) (0.59)

Excess/ Short provision for earlier Year (0.02) -

Net Profit after Tax 166.16 198.60

Add : Balance brought forward 1751.71 1585.61

Profit available for appropriation 1917.87 1784.21

APPROPRIATIONS

Proposed Dividend 27.96 27.96

Distribution Tax 4.54 4.54

Profit Carried to Balance Sheet 1885.37 1751.71

Total 1917.87 1784.21

Basic and diluted EPS (Rs.) 2.97 3.55

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs. 0.50 per share ( Rs. 0.50 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 27,96,300/-

DIRECTORS:

Mr, Dinesh Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor''s Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion'' of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant opera- tions. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company''s Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED,

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,

1956.

The Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper ex- planation relating to material departures;

(ii) the directors had selected such accounting polices and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the directors have 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.

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date: 25/05/2013 VISHWANATH HARLALKA

(Executive Chairman)

TO THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Second Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs In Lacs)

Particulars 2011-2012 2010-2011

Revenue

Net Sales/Income from operations 3283.81 3581.53

Other Income 205.24 183.66

Totai 3489.05 3765.19 Less: Expenses

Employee Benefit Expenses 272.24 230.60

Financial Cost 16.52 5.23

Depreciation 45.46 45.90

Other Expenses 2881:82 2945.36

Total 3216.04 3227.09

Profit before Tax 273.01 538.10 Less: Tax Expenses

Current Taxation 75.00 140.00

Deferred Tax (0.59) 0.62

Excess/Short provision for Tax in respect of earlier Year - 0.12

Net Profit after Tax 198.60 397.36

Add: Balance brought forward 1585.61 1236.92

Profit available for appropriation 1784.21 1634.28

APPROPRIATIONS

Proposed Dividend 27.96 41.94

Distribution Tax 4.54 6.97

Profit Carried to Balance Sheet 1751.71 1585.61

Total 1784.27 1634.28

Basic and diluted EPS (Rs) 3.55 7.11

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs 0.50 per share ( Rs 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs 27,96,300/- '

DIRECTORS

Mr. Ramprasad Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re- appointment. *

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor's Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE '

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake, i)

INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial throughout the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) pf the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES .

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED, Mumbai.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1356.

The Directors state that-

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

(ii) the directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the directors have 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

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION: -

Your Directors would like to. place, on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date: 05/07/2012

VISHWANATH HARLALKA

(Executive Chairman)

Dear Members,

The Directors are pleased to present the Thirty First Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

Corporate overview

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTIULARS 2010-2011 2009-2010 Rs. Rs. Net Sales/Income from 3581.19 3373.36 operations Other Income 184.00 349.97 3765.19 3723.33

Profit (before interest, 589.24 686.65 depreciation and taxation)

Interest 5.23 15.20

Depreciation 45.90 46.37 Provision for

Current Taxation 140.00 125.00

Deferred Tax 0.62 2.23

Net Profit after Tax 397.49 497.85

Add: Balance brought forward 1236.92 781.59 From Previous year

Excess/Short provision for Tax in 0.12 6.62

respect of earlier Year

Profit available for 1634.52 1286.06 appropriation

APPROPRIATIONS

Proposed Dividend 41.94 41.94

Distribution Tax 6.97 7.20

Profit Carried to Balance Sheet 1585.61 1236.92

Total 1634.52 1286.06

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs. 0.75 per share ( Rs. 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 41,94,450/-

DIRECTORS:

Mr. R. K. Rajgarhia, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting polices and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the Directors have 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.

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor's Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

For and on behalf of the board

vishwanath harlalka Executive Chairman

Place: Mumbai Date : 25/07/2011

The Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

CORPORATE OVERVIEW

The Company prepares its financial statements in compliance with the requirements of the Companies Act 1956, and the Generally Accepted Accounting Principles (GAAP) in india. Overall the financial statements have been prepared on the historical cost basis.

(Rs. In Lacs)

FINANCIAL RESULTS 2009-2010 2008-2009

Rs. Rs.

Net Sales/ Income from operations 3373.36 3158.28

Other Income 363.49 124.91

3736.85 3283.19

Profit (before interest, depreciation and taxation) 686.65 407.86

Interest 15.20 8.66

Depreciation 46.37 42.53

Provision for

Fringe Benefit Tax - 2.60

Current Taxation 125.00 105.00

Deferred Tax 2.23 (0.27)

Net Profit after Tax 497.85 249.34

Add : Balance brought forward 781.59 590.17

From Previous year Excess/ Short provision for Tax in 6.62 (8.85)

respect of earlier Year Profit available for appropriation 1286.06 830.66

APPROPRIATIONS

Proposed Dividend 41.94 41.94

Distribution Tax 7.20 7.13

Profit Carried to Balance Sheet 1236.92 781.59

Total 1286.06 830.66

DIVIDEND

For the year under review, the Directors have recommend a dividend of /Rs. 0.75 per share (Rs. 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 41,94,450/-

DIRECTORS:

Mr. Dinesh Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED

UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

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

(ii) the directors had selected such accounting polices and.applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year

(iii) the directors have 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.

(iv) the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, togetherwith the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Companys Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED, APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai VISHWANATH HARLALKA

Date : 19/08/2010 Executive Chairman