Your Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited
Financial Statements for the year ended March 31,2025.

FINANCIAL HIGHLIGHTS

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31,2025 and no amount has been transferred to
General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the FY 2024-25, Company’s revenue has decreased to Rs. 37,949.64 lacs from Rs. 87,565.41 lacs in the FY 2023-24. The profit
after interest, depreciation and tax for the FY 2024-25 is Rs. 419.53 lacs as compared to loss of Rs. 8,449.45 lacs in the FY 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V
of said Regulations, forms part of this Board's report and is annexed as Annexure - ‘A’.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013, Shri Shishir Jaipuria, Managing Director retires by rotation at the ensuing
Annual General Meeting and being eligible offer himself for re-appointment.

The Board of Directors of the Company at its meeting held on 31 July, 2024 has reappointed Shri Saket Jaipuria as Executive
Director cum President of the Company for a further period 3 years w.e.f. 11^th February, 2025 on remuneration as recommended by

the Nomination and Remuneration Committee (NRC). Further, his appointment was approved by the shareholders by passing special
resolution in AGM held on 25^th September, 2024.

The Board of Directors of the Company at its meeting held on 31^st July, 2024 has reappointed Shri Suresh Singhvi as Whole
time Director designated as Director (Finance) and CFO of the Company for a further period of 2 years w.e.f. 1^st August, 2024 on
remuneration as recommended by the Nomination and Remuneration Committee (NRC). Further, his appointment was approved by
the shareholders by passing special resolution in AGM held on 25^th September, 2024.

The Board of Directors of the Company at its meeting held on 31^st July, 2024 has appointed Shri Manish Agrawal, Shri. Kalpataru
Tripathy and Mrs Sujata Sharma as an Additional Directors in the category of Independent Directors of the Company for the period
of three years w.e.f. 31^st July, 2024 on the recommendation of Nomination and Remuneration Committee (NRC). Further, their
appointments were approved by the shareholders by passing special resolutions in AGM held on 25^th September, 2024.

The Independent Directors namely Shri Joginer Pal Kundra, Shri Jugal Kishore Bhagat, Smt. Manju Rana, Shri Manish Agarwal,
Shri Kalpataru Tripathi, Smt. Sujata Sharma and Shri Desh Deepak Verma have given their declaration of independence in terms
of Section 149 of the Companies Act, 2013. Meeting of the Independent Directors excluding all other Directors and officials of the
Company was held as required under, Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairman of the Company and
assessed the quality, quantity and timelines of flow of information.

Further during the Financial Year 2024-25, Shri Joginder Pal Kundra, Shri Jugal Kishore Bhagat, and Smt Manju Rana have completed
their tenure as an Independent Directors on September 9, 2024 and consequently ceased as an Independent Directors of the
Company. The Board placed on record appreciation for the their outstanding contribution made by them during their tenure.

The details of various Committee of Board of Director along with its meetings have been included in the Corporate Governance Report.

ANNUAL EVALUATION BY THE BOARD

For performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read
with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the
performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board
after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis
of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a
whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of
the Executive Directors and Non-executive Directors. Additionally, the Independent Directors in the said meeting also evaluated the
quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.

The above evaluations were discussed in the Board meeting and Nomination and Remuneration Committee at which the performance
of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done
by the entire board, excluding the independent director being evaluated.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against
victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee
in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the
Company i.e. www.ginnifilaments.com.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure-‘B’. The Nomination
and Remuneration Policy as approved by the Board may be accessed on the Company's website i.e. www.ginnifilaments.com.

MEETINGS OF THE BOARD

During the year under review, five (05) Board Meetings were held on 02^nd May, 2024, 20^th May, 2024, 31^st July, 2024, 08^th November,
2024 and 07^th February, 2025 and five (05) Audit Committee meetings were held on 02^th May, 2024, 20^th May, 2024, 31^st July, 2024, 08^th
November, 2024 and 07^th February, 2025. In accordance with the requirement from time to time other Committee meetings were held
and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings
and Committees thereof has been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel
have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according
to the information and explanations obtained, your Directors make the following statements that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;

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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No.
7 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Company's website at www.ginnifilaments.com. During the
year under review, there has been no materially significant related party transaction between the Company and its related parties
which requires disclosure in prescribed form. For related party transactions in financial statement, please refer to Note No. 45 of the
Financial Statement of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with the Company's business model and the nature of
industries in which it is operating.

The Directors are also kept updated with information of the Company, the industry and developments in different segments in which
the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results and considering the
budgets.

A familiarization programme for Independent Directors laid down by the Board has been posted on the Company's website at www.
ginnifilaments.com.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the
mitigation plan for the identified risks in accordance with the risk management policy of the Company. The detail of risks and other
concerns are included in the Management Discussion and Analysis which is the part of this Directors' Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable Rules and recent amendments, for the year
ended March 31,2025, the Company was not required to make any expenditure towards CSR.

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the
Company's website www.ginnifilaments.com. The CSR committee guides and monitors the activity undertaken by the Company in
this sphere.

EXTRACT OF THE ANNUAL RETURN

A Copy of the Annual Return of the Company containing the particulars, prescribed u/s 92 of the Companies Act, 2013, in form MGT-7
is uploaded on the website of the Company i.e. www.ginnifilaments.com.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public or its employees under section 73 of Companies Act, 2013
and rules made thereunder, during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material order passed by any of regulators, court of law or tribunals impacting the going concern status of
the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details
have been included in the Management Discussion and Analysis which is the part of this Board's Report.

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561 IN) Statutory Auditors of the Company were
appointed as Auditor of the Company at 39^th Annual General Meeting held on 28^th September, 2022, to hold office from the conclusion
of 39^th AGM until the conclusion of 44^th AGM.

AUDITOR'S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2025 do not contain any
qualification, reservation or adverse remark so need not require any explanation or comment.

COST RECORDS

Maintenance of cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not
applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Rastogi
and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year
ended March 31,2025. The Secretarial Audit Report is annexed as Annexure -‘C'.

The Secretarial Audit Report for the Financial Year ended on March 31, 2025 issued by Secretarial Auditor do not contain any
qualification, reservation or adverse remark except the following:

During the Financial Year 2024-25, the company has filed all the ROC forms within time, except E- form MR-1 and E-form MGT-14.
CHANGE IN NATURE OF BUSINESS:

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

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 FINANCIAL YEAR:

Not applicable during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the
financial year 2024-25.

SECRETARIAL STANDARD

The Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT-GO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with
the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms
part of this Board's Report and is annexed as Annexure - ‘D’.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ‘E’.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required
under Regulation 34 read with Schedule V of SEBI (LODR) Regulations. As a listed Company, necessary measures are taken to
comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above,
along with a certificate of compliance from the Auditor, M/s Praveen Rastogi and Co., Company Secretary, forms part of this Board's
Report and is annexed as Annexure - ‘F’.

COMPOSITION OF AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of 3 Non Executive Independent Directors, viz., Smt. Sujata Sharma
(Chairman of the Committee), Shri Kalpataru Tripathi and Shri Manish Agarwal and one Executive Director i.e. Shri Shishir Jaipuria
as Members.

COMPOSITION OF OTHER COMMITTEE

Details regarding Composition of other Committees of the Board are mentioned in the Corporate Governance Report forming part of
this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year
2024-25 against the Company.

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

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal)
Act, 2013 and complied with the provisions of the same.

The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your
Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its divisions, which enabled it to achieve
best performance level on all fronts.

OTHER DISCLOSURES

(i) There were no instances of any fraud reported by the Auditors under Section 143(12) of the Act.

(ii) No material change or commitment has occurred after close of the financial year 2024-25 till the date of this Report, which affects
the financial position of the Company.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation for the cooperation and assistance received from its stakeholders, valued
customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on
record their sincere appreciation of the devoted and dedicated services rendered by all Executives, Staff Members and Workmen of
the Company.

For and on behalf of the Board of Directors

Sd/-

Place : NOIDA (U.P.) SHISHIR JAIPURIA

Date : 07^th May, 2025 Chairman & Managing Director

DIN:00274959