11 gives us great pleasure to present, on behalf of the Board of Directors of your Company, theSecond Board's Report on the financial and operational performance of M/s, Gabriel Pel StrapsLimited (‘GPSLY’/the Company) and the Audited Statements of Accounts for the period endedMarch 31, 2025, together with the Auditors' Report,
1. FINANCIAL SUMMARY AND HIGHLIGHTS;
The summarised Financial results of the Company for the period is given below:
Particulars
For the periodended March 31,2025
For the periodended March 31,2024
Total Revenue
3,08,438.55
1,07,197.42
Total Expenditure
2,88,684.17
98,466.94
Profit before exceptional and extraordinary itemsand tax
20,827.21
8,799 65
Profit ( [Loss) before taxation
8,799.65
Tax Expense, including Deferred Tax Income
5,246.00
2,291.28
Profit / (Loss) for the period
15,581.21
6,508.37
Total comprehensive income/(expenses) for theperiod
6.508.37
Earnings per share fINR]
2.78
2.46
2. FINANCIAL PERFORMANCE OF THE COMPANY:
During the year under review, the Company continued to strengthen its operations and expandits market presence in the PET strap industry Gabriel Pet Straps Limited is engaged in themanufacture of Polyester (PET) Straps, an eco friendly and cost-effective alternative to steelstrapping, used extensively across industries such as steel, aluminium, cotton, paper,construction, timber and packaging.
*
The Company operates from its modern manufacturing facility at Rajkot, Gujarat, with aninstalled capacity of 8-15 metric tonnes per day. Its products are marketed to a diversified baseof more than 1,000 customers across 10 states in India, supported by a dedicated workforce of26 employees.
The financial performance of the Company for the year ended 31" March, 2025 has beensignificantly stronger compared to the previous year. The Company achieved a total revenuefrom Operations of ^3084.38 lakhs as against ? 1071.97 lakhs in FY 2023-24, registering agrowth of over 187.73% year-to-year. The Profit After Tax (PAT) stood at ? 155.81 lakhs asagainst *65.O8 lakhs in the previous year, reflecting a growth of around 140%.
The proceeds from the Company's SME IPO on BSE (February 2024) have been deployed as perthe stated objectives, including debt repayment, capacity expansion (including investment inrenewable energy through a solar power plant and general corporate purposes. This hasresulted in a stronger balance sheet and improved liquidity position.
3. TRANSFER TO RESERVES;
The Company has not transferred any amount to the General Reserves for the financial yearunder review.
4. DIVIDEND:
The Company has not declared or paid any dividend for (he financial year ended on March 31,2025.
$. CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the Company and it continuesto concentration its own business.
6. SUBSIDIARIES AND ASSOCIATES:
During the financial year under review, the Company did not have any subsidiary company,However, subsequent to the closure of the financial year, the Company has incorporated awholly owned subsidiary, namely M/b. Gabriel Ingrevia Limited (ClN:(J2012 1GJ2025PLC 161342), on April 09, 2025. The particulars of the said subsidiary shall bereported in the next financial year as per the provisions of the Companies Act, 2013 and theapplicable rules thereunder.
The Company does not have any associate company or joint venture within the meaning ofSection 2(6) of the Companies Act. 2013, during the financial year under review.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND TILL THE DATE OFTHE REPORT: Ý
After the closure of financial year, following material changes and commitment occurred:
Authorised share capital of the Company has been increased from Rs, 5,00,00,000/-(Rupees Six, Crore only) divided into 60,00,000 (Sixty Lakhs} equity shares of Rs 10/-(Rupees Ten only) each to Rs. 10,00,00.000/- (Rupees Ten Crore only) divided into1,00,00,000 (One Crore) equity shares of Rs. 10/ - (Rupees Ten only) each vide resolutionpassed in Extra-ordinary General Meeting of the Company held on August 29. 2025.
The Company has taken consent of its members in the Extra-ordinary General Meeting ofthe Company held on August 29, 2025 for issuing 19,95,400 (Nineteen lakh Ninety-Fivethousand Four Hundred) Equity Shares at the price of Rs. 256/ per share (Rupees TwoHundred Fifty-Six only) (Face Value of Rs. 10/- (Rupees Ten only) each plus a premium ofRs 246/- (Rupees Two Hundred Forty Six only) per share) to Non Promoter on cash basisfor total aggregating to Rs. 51,08,22,400/- | Rupees Fifty-One Crore Eight Lakh Twenty-TwoThousand Four Hundred Only), on preferential allotment basis in compliance with ChapterV of SEBJ (ICDR) Regulations, 2018.
The Company has taken consent of its members in the Extra-ordinary General Meeting ofthe Company held on August 29. 2025 for issuing. In one or more tranches, upto 15,30,000(Fifteen Lakhs Thirty Thousand) fully convertible warrants (“warrants’), each convertibleinto, or exchangeable, at an option of Proposed Allottees, within a maximum period of 18months from the date of allotment of warrants into equivalent number of fully paid Up equityshare of the Company of face value of Rs, 10/- (Rupee Ten Only] each at ? price of Rs. 256/per warrant (Rupees Two Hundred Fifty-Six Only) each payable in cash (“Warrant IssuePrice"), aggregating upto Rs. 39,16.80.000/ (Rupees Thirty-Nine Crone Sixteen LakhsEighty Thousand Only), to the proposed allottees being Member of Promoter Group(Proposed Allotees’|. on preferential issue basis in accordance with the provisions ofChapter V of the SEDl ICDR Regulations.
Except the above, no other material changes and commitments have been occurred between the
end of the financial year to which these financial statements relate and the date of the report,
8. CAPITAL STRUCTURE AND DETAILS REGARDING FURTHER ISSUE OF SHARECAPITAL:
During the reporting period, following changes were made in capital structure of the Company:
a. Authorised Share Capital:
- Authorised Share Capital of the Company has been increased from of Rs, Rs* 5tOOrOO.000/-(Rs. Five Crore only/-) divided into 50,00,000 equity shares of Rs, 10/- each to Rs,6,00,00,000/- (Rs. Five Crore only/-) divided into 60,00,000 equity shares of Rs. 10/- eachin an Extra-ordinary General Meeting of the members of the Company held on January 17,2024.
b. Paid up Share Capital:
m
- Preferential Issue: Paid up capital of the Company has been increased from Rs.2.64,68,400 divided into 26,46,840 equity shares of Rs, 10/- each to Rs. 5,59.83,400divided into 55,98.340 equity shares of Rs. 10/- each by way of allotting equity shares cmPrivate Placement basis in Board Meeting held on February 19, 2025.
9. EQUITY SHARES WITH DIFFERENTIAL RIGHTS’
Since your Company has not Issued Equity Shares with Differential Rights, no disclosures underRule 4(4) of the Companies (Share Capital and Debentures Rules. 2014 are required to be madein this report.
10. EMPLOYEE STOCK OPTION/PURCHASE SCHEME;
Since your Company does not have any Employee Stock Option/Purchase Scheme and has notissued any shares under any such scheme, no disclosures under Rule )2|9| of the Companies(Share Capital and Debentures) Rules. 2014 are required to be made in this report
11. DISCLOSURE UNDER RULE 16(4) OF THE COMPANIES (SHARE CAPITAL ANDDEBENTURES), RULES, 2014:
Since your Company has not provided for any money or has given any financial assistance tothe employees for purchase of Shares of your Company, no disclosures under the said Rule arerequired to be made in this report,
13, HUY BACK OF SECURITIES:
Since the Company has not bought back any securities during the year, no disclosure relatingto buy back required to be made in this report.
13. ISSUE QF SWEAT EQUITY SHARES:
During the reporting period, the Company has not issued sweat equity shares of any class asprovided u/s 54 of the Companies Act, 2013. Hence, the disclosure of the same is not required.
14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND;
The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply as theCompany is newly incorporated Company and no dividend was declared amount which wasdeclared and not paid.
15. DISCLOSURE UNDER SECTION 149(10) OF THE ACT:
Since no independent director was re appointed during the financial year under review,disclosures under section 149(10) ar^ not required to be included in the Board's Report,
16, COMPANY POLICIES IN ADHERENCE TO SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS* REGULATIONS. 2015:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandatedformulae ion of certain policies for all the listed companies. All the policies are available on rheCompany’s website i.e,T hu&s:/ / www.aabrielpetstraps.com/. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirements.
17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP|:
As on March 31, 2025, the Board of Directors of your Company comprises of 6 (Six* Directorsout of which 2 (Two) are Non -Executive Independent Directors, 1 (One) is Non-Executive WomanDirector and 3 (Three) are Executive Directors. The Chairman is an Executive Director. TheBoard composition is in compliance with the requirements of the Act. the SEBI ListingRegulations and the circulars } directions / notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act.the SFJBl Listing Regulations, and other laws, rules, guidelines as may be applicable to theCompany, The Nomination ft Remuneration Committee {‘NRC") of the Company exercises duediligence inter -alia to ascertain the fit and proper' person status of person proposed to heappointed on the Board of Directors of the Company, and if deemed fit. recommends theircandidature to the Board of Directors for consideration.
During the year under review, there was no appointment or cessation of any director of theCompany. However, after closing of financial year, based on the recommend a lion of Nomination?nd Remuneration Committee, Board of directors has proposed appointment of Mr. ShrenikHitenbhai Vora (DIN: 112187S7|, who has submitted a declaration that he meets the criteria ofIndependence as provided under the Act and the SEBI Listing Regulations, as an IndependentDirector of the Company for the term of five years starting from October 01, 2025 for approvalof members in the pursuing Annual General Meeting..
During the F.V. 2024 25, Ms. Khyari H- Gandecha had given her resignation as CompanySecretary and Compliance Officer of the Company W.C.f, October 08, 2024 and based onrecommendation of NRC. Board of Directors had appointed Ms. Ekia S. Mohinani as CompanySecretary and Compliance Officer of the Company w.e.f. October 09. 2024
The Company has the following Directors and KMPs as on March 31, 2025:
Name of Director/KMP
Designation
Date of Appointment
Mr. Jay Parcshbhai Shah(DIN: 08959842)
ManagingDirector & CFO
03,08,2023 [as Managing Director}25.10.2023 (as CFO*
Mr. Vivek Dharmcndrabhai Kavathiya[DIN: 08992334*
Whole timeDirector
03.08.2023 [as Whole-timeDirector*
Mr. Vimalbhai Dayabhai Varasada(DIN: 08959843}
Whole-timeDirector
03.08.2023 (as Whole-timeDirector)
Mrs. Aarti Jaybhai Shah(DIN:08959843)
Non executiveWoman Director
31.08.2023
Mr. Parshun Rhuveshbhai Vara(DIN; 10373409)
Independent
Director
10.11 .2023
Mr. Sandeep Patidar(DIN: 10388169)
10.11.2023
Ms. Ekta S. Mohinani
Company
Secretary
09.10.2025
AH the Directors of the Company possess appropriate balance of skills, experience, andknowledge, as required by the Companies Act, 3013 and criteria specified in Nomination andRemuneration Policy.
Ail members of the Board of Directors and senior management personnel affirmed compliancewith the Company’s Code of Conduct policy for the financial year 2024-25.
As per the provisions of the Companies Act, 2013, Mr Vjmalbhai Dayabhai Varafiudu (DIN:08959843), Whole time Director is liable to retire by rotation at the ensuing Annua] GeneralMeeting and, being eligible, olTers himself for re-appointment.
A brief note on director retiring by rotation and eligible for re-appointment is furnished as anAnnemre - 1,
Independent Directors have submitted their declarations as required under Section 149(7| tothe Board that they fulfil all the requirements as stipulated in Section 149(6) of the CompaniesAct, 2013 read with rules framed there under.
Further, Independent Directors have also duly submitted their declarations as required underprovisions of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirement),Regulations, 2015 pertaining to fulfilling the criteria of independence as per Regulation 16( l)(b)of SEBI (LODR) Regulation, 2015,
Section 197(14} lays down that any Director who is in receipt of any Commission from theCompany and who is a MD/WTD shall not be disqualified from receiving any remuneration orcommission from any holding or subsidiary' company subject to its disclosures in the Board'sReport. The Company is not required to provide disclosure under Section 197(14) of the Act, asno such instance has arisen.
20. DISCLOSURE UNDER SUB-RULE 4 OF RULE 8 OF COMPANIES (ACCOUNTS) RULES,2014:
The performance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structure, effectivenessof board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committees,effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors,performance of the board as a whole and performance of the chairman was evaluated,considering the views of executive directors and non executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors, at whichthe performance of the board, its committees and individual directors was also discussed,Performance evaluation of independent directors was done by the entire board, excluding theindependent director being evaluated.
21. BOARD OF DIRECTORS:
a. Number of Board Meetings;
During the financial year 2024-25, the Board of Directors met 1 2 [Twelve) times. The dates onwhich the Board Meetings were held are 30,05,2024. 21.05,2024. 12.07.2024, 05.09.2024,08-10-2024, 14.11.2024, 18.12.2024, 23.12 2024, 29.01.2025, 03.02.2025, 19 02 2025 and26.03.2025.
The Meetings of the Board are held at regular intervals with A time gap of not more than 120days between two consecutive Meetings in terms of the Regulation 17|2| of Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015with the Stock Exchanges, Secretarial Standards and the provision of Companies Act. 2013.The Notice and Agenda of the Meetings were circulated to Directors in advance. Minutes of theMeetings of the Board of Direciors were circulated amongst the Directors for their perusal.
During the financial year 2024-25* there were no resolutions passed through circulation.
b> Attendance of Directors at Board Meetings and last Annual General Meeting (AGM|:
Name of Director
Nature of Directorship
No. of Meetingsattend duringthe year
Mr, Jay Parcshbhai Rhah(DIN: 089598421
Managing Director ft, CFO
12
Mr. Vivek Dhannendrabha| Kavathiyu(DIN:08992334)
whole-time Director
Mr. Vimal bhai Daya bhai Varasada
Whole-time Director
[DIN: 08959843)
Mrs. Aarti Jaybhai Shah(DIN: 08959843)
Non executive Woman Director
Mr. Darshan Bhavoshbhai Vora(DIN: 10373409)
Independent Director
c. Retirement by Rotation;
Pursuant to Lhe provisions of Section 152(6! and other applicable provisions of the CompaniesAct, 2013 and Articles of Association of the Company, Mr. Vimalbhai Dayabhai Varasuda I DIN;08959843), Whole-time Director of the Company, retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re appointment-
22, AUDIT COMMITTEE:
A- The composition Of the Audit Committee;
The Board of Directors of the Company had duly constituted the Audit Committee on I0lhNovember, 2023 under the applicable provisions of the Companies Act. 2013 and the SEBI(Listing Obligations and Disclosure Requirements! Regulations, 2015,
During the financial year 2024-25, 6 (six! Audit Committee Meetings were held, The saidmeetings held at regular intervals with a Lime gap of not more than 120 days between twoconsecutive and quorum was preisent at the meetings.
The composition of Audit Committee and the details of meetings attended by its members aregiven below:
Name of Member
Designation InCommittee
No. of Committee meetingsattended during year
Mr- Sandeep Patidar(DIN: 10388169!
Chairman
3
Mr. Darshan Bhaveshbhai Vora(DIN: 10373409!
Member
Mr. Shah Jay Pareshbhai(DIN; 08959842!
The Company Secretary .acts as the Secretary of the Audit Committee,b. Recommendation by Audit Committee:
All recommendations of the Audit Committee have been approved and accepted by the Board-
23. NOMINATION AND REMUNERATION COMMITTEE:
a. The composition of the Nomination and Remuneration Committee:
The Board of Directors of the Company had duly constituted the Nomination and RemunerationCommittee on 1O^1 November. 2023 under the applicable provisions of the Companies Act, 2013and the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year 2024-25, 3 (three! Nomination Lind Remuneration Committee Meetingwas held. Necessary quorum was present at the meeting.
The composition of Nomination and Remuneration Committee and the details of meetingsattended hy its members are given below:
Category
Ms. Aarti Jaybhai Shah(DIN: 10134922)
Mr. Darshan Bhaveshbhai Vora(DIN: 10373409)
\1r. Randecp Paridar(DIN:10388159)
The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.
24. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
a. The composition of the Stakeholders' Relationship Committee:
The Board of Directors of the Company had duly constituted the Stakeholders’ RelationshipCommit tee on 1Q1'1 November, 2023 under the applicable provisions of the Companies Act, 2013and the 5EBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year 2024-25, 1 |0nc) Stakeholder*1 Relationship Committee Meeting washeld. Necessary quorum was present at the meeting.
The composition of Stakeholders' Relationship Committee and the details of meetings attendedby its members are given below:
Mr. Darshan Bhsveshbhai Vora(DIN: 10373409)
1
Mr Sandcep Patidar(DIN: 10388169)
Mr. Vimalbhai Dayabhai Varasada|D1N: 08959343)
The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.
35. VIGIL MECHANISM:
The Company has a robust vigj] mechanism through its Whistle Blower Policy approved andadopted by Board of Directors of the Company in compliance with the provisions of Section177(10) of the Act and Regulation 22 of the Listing Regulations.
The Company has adopted a Whistle Blower policy, which provides a mechanism for employeesof the Company to approach the Audit Committee of the Company and protected disclosure tothe management instances of unethical behaviour, actual or suspected fraud or violation of theCode of Conduct.
The policy on Vigil Mechanism and Whistle Blower Policy is available on the website oT theCompany at https . tWWW . Ý ÝÝ .]ÝÝÝÝ *. in . rah ; lieu i ml-
36. DISCLOSURE IN. TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE[PREVENTION, PROHIBITION AND REDRE$$AL1 ACT, 2013;
The Company has Zero Tolerance towards sexual harassment at workplace and has adopted aPolicy on Prevention of Sexual Harassment at Workplace in line with the requirements of theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013and rules framed thereunder that provides a mechanism for the resolution, settlements orprosecution of acis or instances of sexual harassment at workplace and to ensure that allemployees are treated with respect and dignity. All employees(Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy isgender neutral.
During the year under review, no Complaints with allegations or Sexual Harassment werereceived by the Company, A copy of policy i3 placed on the website of the Company at
https://www.gabnelpets traps. com /corporate- poljcies.html,
27, POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to Section 134(3) read with Section 176 of the Companies Act, 2013, the Nominationand Remuneration policy of the Company which lays down the criteria for determiningqualifications, competencies, positive attributes and independence for appointment of Directorsand Policies of the Company relating to remuneration to Directors, KMP and other employees isavailable on the Company1^ website at https://www.eabrie!pe t stra ns. com /corporate-policies, him I.
28. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted the Code of conduct in terms of the SEB1 (Prohibition of InsiderTrading) Regulations, 1992, to regulate, monitor and report trading by designated personstowards prevention of Insider Trading. Further, in accordance with the provisions of Regulation3 of SER! (Prohibition of Insider Trading) Regulations. 2015, the Board of Directors of theCompany has duly approved and adnpied the code of practices and procedure for fair disclosureof Un published Price Sensitive Information and formulated the code of conduct of theCompany.
The code is applicable to Directors, Employees, Designated Persons and other connectedpersons of the Company; the aforesaid code of conduct Tor prevention of insider Trading is dulyplaced on The Website of the Company at https://www.ga brie I i3etsLraps.com/corpor ate -policies,html,
29. INTERNAL FINANCIAL CONTROLS:
The Company has put in place adequale, strong and effective internal control systems with bestprocesses which commensurate with its size and scale of operations and ensures that all theassets are safeguarded and protected and that transactions are authorised, recorded andreported correctly. The internal audit covers a wide variety of operational matters and ensurescompliances with specific standard with regards to availability and stability of policies andprocedures. During the no reportable material weakness in the design or operation wereobserved.
30. CORPORATE SOCIAL RESPONSIBILITY |CSR):
The provisions of Section 135 of the Companies Act, 2013 cm Corporate Social Responsibility isnot applicable to the Company.
31. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The details of remuneration of Directors, Key Managerial Personnel and employees of theCompany as required under Section 197112} of the Companies Act, 2013 read with Rule 5 of theCompanies \ Appointment and Remuneration of Managerial Personnel) Rules. 2014 has been selout as Anntxure - 2 to this Report, attached hereto.
32. DEPOSITS:
During the year under review, the Company has not accepted any deposit covered under theChapter V of the Companies Act, 2013.
The Statement thereof is furnished here as below
Sr.
No.
Amount In INRThousands
L
Accepted during ihe year
NIL
2.
Remained unpaid or unclaimed as at the end of the year
Mol Applicable
3.
Whether there has been any default in re payment of deposits or paymentof| interest thereon during the year and if no, number of such coses and thetotal amount involved
Not Applicable
3.1
at the beginning of the year
3.2
maximum during the year
3.3
at the end of the year
4.
Deposits which are not in compliance with the requirements of Chapter Vof the Art
7000
During the Financial 'par 2024-25, the Company Has received deposit in contravention requirement of Chapter Vof the Act. However, all the deposits were repaid during the financial year.
33. CHANGE OF REGISTERED OFFICE
During the reporting period, the Company had not changed its registered office.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS:
During the year under review, no significant and material orders were passed by any Regulator.Conn. Tribunal, Statutory and quasi-judicial body having impact on the going concern statusof the company and its future operations
35. STATUTORY AUDITORS:
M / s. Pranav R. Shah &Co (FRN: I39686W|. Chartered Accountants, Rajkot was appointed asstatutory auditors of the Company in I* Annua] General Meeting For the term of five yearsstarting From the conclusion of 3'1 Annual General Meeting till the conclusion of 6lh AnnualGeneral Meeting,
36. STATUTORY AUDITORS’ REPORT:
The Statutory Auditors’ Report on the Accounts of the Company for the financial year ended onMarch 31,2025 is attached to the Financial statements,
3T. SECRETARIAL AUDITORS;
M/s. Fooja R. Vaghela St Associates |Membership No, 58593), Practicing Company Secretaries(COP No. 25482|, Rajkot is appointed as the Secretarial Auditors of the Company for conductingsecretarial audit and furnish secretarial audit report for Financial Year 2024-25,
38. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report is attached herewith in Form MR 3 ll/S 204 of the Companies Act,2013 as Annexu re - 3,
39. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the reporting period the Company had given loan as follows:
Ho.
Loan Givento
Type of Loo*
Amount or Loan
Terms ofRepayment
Purpose of Loan
1.
DittoSurface*India LLP
Working CapitalLoan
Its. 2,00,20,712/
On Ormund
PncirijiaL Hu much*.Activity
__i
a.
CredenceSolar ftindiPrivateJamil rd
WnrkinR CapitalLoan
Rs. 2,50,96,164/
On rVmantl
F'rinnpn.L Busmens,Acfivily
3-
GlanceFabric 1 1 11
Working CapitalIn.'in
Ks. 1,00,21,452/-
On Dcimuid
Prinripul BusinessArlivity
4,
GlobeulSpin LLP
Ha. i,M)r14,4L4/-
On l^mwiil
}“n nopal HuninesaActivity
s.
M flrvrnElrcnenis
LLP
Working CapitalLoon
Ro. 40.09.616/-
On Demand
Principal
Activity
e.
KenilworthConsultnmryServices LLP
Ks. 2.51,07,260/
(Jn Demand
Pnni LjTHl Bu&mrssArLivity
7.
Spyru CrmsN Jwrllrn
ka. 12,50.21,023/
PnncipiiL BusmensArtiviiy
9.
Stur ImportExport I.LP
Kb. 1,00,31,069/
On Onpimrl
Principal Rue-mr**Activity
VimjiLljhai DVarandn
Working Capitallimn
Ra. S0.00.000/
rymeipul BusinessActivity
ID.
PHroR SunilAg&rwal
Working capitalLoan
Ks, 45.00.000/-
fyincipaL BusinessActivity
It,
Jay P, Shah
Ns 75.00,000/
Within 36
JlltJllttlS
Principal newnessActivity
14.
Vivpk D.Kwalhfya
Working CapitAlLoan
Pi 75.00,000/
Within 36months
Pruiripal DilK-inr~ssArtiviiy
13.
Jose
Schubert DeLourdesCnltn
Working CapitaliDan
Ra, 50 00,000/
Ihtncipiii BusinessActivity
Except above, the Company had not given any guarantee, security and made any investmentduring the reporting period.
During the year under review, the Company has no! entered into any contract or arrangementswith any related party as per section 168 of the Companies Act. 2013,
The information on conservation of energy, technology absorption and foreign exchangeearnings and outgo as per section I34[3]fm) of the Companies Act, 2013 read with rule 8 of theCompanies (Accounts] Rules, 2014 are provided below:
j.
The steps taken or impact un conservation of energy
No specific steps weretaken
ii.
The steps taken by the company for utilising alternatesources of energy
Not. Applicable
iii.
The capita] investment on energy conservation equipment
l.
The efforts made towards technology absorption
The benefits derived like product improvement, costreduction, product development or import substitution
In case of imported technology (imported during the lastthree years reckoned from die beginning of the financialyear)
During the reportingperiod, there was noimport of technology
The details of technology' imported
Not applicable
b.
The year of import
c.
Whether the technology7 been fully absorbed
d.
If not fully absorbed, areas where absorption has not takenplace, and Che reasons thereof
iv.
The expenditure incurred on Research and Development
During The year under review, there was no foreign exchange earnings and out go.
42, EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIALAUDITORS:
Auditors'Comment 1;
In our opinion and according to information and explanation provided to us. in respect of loans,investments, guarantees and security, the Company has granted a loan to one of its directorsin contravention of section 185 of the Act for very short span or time.
Board "s explanation 1;
The Board respectfully submits that the said loan was advanced inadvertently and purely outuf exigency, without any mala fide intent, The loan was outstanding only for a very short periodand has since been repaid in full. The Company has neither suffered any loss nor has thetransaction caused any prejudice to the interests of shareholders or stakeholders.
The Board has taken note of the Auditor’s observation and has put in place stricter internalcontrols and compliance monitoring aysiems to ensure that such non compliance does not recurin the future.
Auditors’ Comment 2:
In our opinion and according to information and explanation provided to us. in respect ofChapter V of the Act, during the year under review the Company has received deposit incontravention requirements of Chapter V of the Act. However, all the deposits were repaid duringthe financial year
Board’s explanation 2:
The Board submits that the said acceptance of deposits was inadvertent and arose due tobusiness exigencies, without any mala fide intent. The Company has since repaid the entireamount of such deposits during the same financial year, and no amount remains outstanding.
The Board lias duly noted the observation of the Auditors and lias taken, corrective measures tostrengthen internal controls and ensure strict compliance with the provisions of Chapter V ofthe Act going forward-
Auditors' Comment 3:
Tile Secretarial Auditors have observed Lhat there was a delay in filing of Form SH-7 with theRegistrar of Companies,
Board's explanation 3:
The Board submits that the delay in filing was solely due to technical errors on the Ministry ofCorporale Affairs (MCA) portal at the relevant time. The Company had completed all internalformalities within the prescribed time, and there was no lapse on the part of the managementin this regard. The form has since been successfully filed with The Registrar of Companies, andthe necessary compliance has been completed,
The Board assures that greater care will be taken in monitoring such compliances and adequateinternal checks have been pul in place to ensure timely filing of statutory forms in the future.
Auditors' Comment 4:
The Company has not filed the Resolution as required to be filed under Section 1 1 7 of the Actwith the office of the Registrar nf Companies, which has been approved by the Board in itsmeeting held on February 19, 2025.
v
Board's explanation 4;
The Board assures that this lapse was unintentional and did not cause any prejudice to theitueresis of the Company or its stakeholders. The Company has strengthened its compliancemonitoring mechanism to ensure that all statutory filings are made accurately and within theprescribed timelines in the future.
Except as stated above, the Statutory Auditors and Secretarial Auditors have not made anyother qua! ificiit ions, reservations, adverse remarks, or disclaimers in their respective repo its.
43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION[12| OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THECENTRAL GOVERNMENT:
During the year under consideration. there were no such instances.
44, SECRETARIAL STANDARDS COMPLIANCES:
The Company is duly following applicable Secretarial Standards iSS ] - Secretarial Standard onMeetings of The Board of Directors and S5 2 - Secretarial Standard on General Meetings) issuedby Institute of Company Secretaries of India and approved by the Ministry of Corporate Affairs.
45, DISCLOSURES RELATING TO MAINTENANCE OF COST RECORDS:
As Section 148 is not applicable to the Company, disclosures relating to maintenance of costrecords shall nor bo applicable to the Company.
46, ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Act. the copy ofAnnual Return as on March 31, 2025 is available on the Company’s' website on
https://www.EabrLelTJctatrap5.com
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016:
During the financial year under review, there is neither any application made nor any proceedingpending under the Insolvency and Bankruptcy Code. 2016 against the Company.
48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME 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 con side ration, there were no such kind instances by/with the Company,so no details are required to be mentioned herewith.
49. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
There were no such events took place during the year under consideration,
50, MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:
Pursuani to Regulation 34(2)|e| read with Schedule V of SEFJl (Listing Obligations andDisclosure Requirement) Regulations. 2015, Management Discussion ft Analysis Reporl for theyear under review forms the part of this report and is marked as Annexure - 4
51. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5| of the Companies Act. 2013. the Boardhereby declares that:
a. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b. The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 he followed by the company andthat 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 allapplicable laws and that such systems were adequate and operating effectively.
52. ACKNOWLEDGEMENT:
Your Buard take this opportunity lo offer their sincere thanks to the Company's Bankers,Central and State Government Authority, Shareholders. Stakeholders, Legal Advisers, BSELimited, Consultants, assistance and co-operation received from the Financial Institutions,Banks, and others all Business Associates, Customers for their valuable assistance andcontinued support to the Companies. Your Directors also wish lo place on records their sincereappreciation of dedicated efforts by the staff and employees for their committed services,exemplary professionalism and enthusiastic contribution during the year For the Company.
Date: 05.09.2025 By Order of the Board of
Place: Paddhari Gabriel Pet Straps Limited
Jay PareshbhaL ShahManaging Director & ChairmanDIN:08959842