Your Directors are presenting the 62^nd Annual Report
together with the Audited Statements of Account for the
year ended 31^st March, 2024

FINANCIAL RESULTS (Rs. in Lacs)

The figures of the Corresponding year of the Company
are not comparable with those of the previous year on
account of the Meadak unit was in the Company from
1^st April to 30^th April, 2022

DIVIDEND

In view of the inadequate profits and poor performance
of the Company during the year, to conserve available
resources your Directors have not recommended any
Dividend for the year.

PERFORMANCE REVIEW

During the Financial Year under review, the Company
has achieved turnover of Rs.18538 lacs against
Rs.31389 lacs in the corresponding previous year. The
operating loss before interest, depreciation and tax was
Rs. 29 lacs as against profit of Rs.3303 lacs.Total
Comprehensive loss after Tax is Rs.622 lacs as against
Profit of Rs.1557 lacs in the corresponding previous
year.

CORPORATE DEBT RESTRUCTURING

The Company has come out from CDR since all the
Term Loans and ROR( Right of Recompression) to all
the Lenders were paid to their satisfaction. Further,
IDBI Bank Ltd has also vide their letter dated 25^th Oct,
2022 confirmed the same on exit from CDR. Releasing
of Pledge of Shares is under process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the
Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the Annual Accounts, the
applicable accounting standards have been
followed and there are no material departures.

b) they 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 your company at the end of the financial year
and of the Loss of the Company for that year.

c) they have taken proper and sufficient care, for the
maintenance of the adequate accounting records
in accordance with the provisions of the
Companies Act, 2013 for safe guarding the assets
of your Company and for preventing and detecting
fraud and other irregularities.

d) they have prepared the annual accounts on a
goingconcern 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.

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.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the
Corporate Governance Standards prescribed by the
Securities and Exchange Board of India (SEBI). A report
on Corporate Governance with Management
Discussion and Analysis as required under Regulation
27 of the SEBI Regulations are attached as Annexure:

FIXED DEPOSITS

Company is not accepting Fixed Deposits from the
public/shareholders.

DIRECTORS

Mr.C.George Joseph would be attaining the age of 75
years on 2nd Feb, 2025. In view of Regulation 17(1A)
of the SEBI (Listing Obligations and Disclosure
Requirements), (Amendment) Regulations, 2018, for
the continuation of Mr.C.George Joseph as a Non¬
Executive Non-Independent Director beyond 2nd Feb,
2025, consent of the Members would be required by
way of a Special Resolution. It is in the interest of the
Company to continue to avail his valuable expertise.

Mr. M.R. Vikram and Mrs. RajulKothai were retired due
to completion of their two consecutive 5 years term
and in their place Mr. Ranganath M.V, Mr. Ashok Kumat
T T and Mrs. Sabari S Kambli were appointed as
Independent Directors and Independent Woman
Director respectively at the Board of Director's Meeting
held on 6^th Aug, 2024.

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of The Companies Act, 2013 and
Regulation 27 of the SEBI Regulations.

PERFORMANCE EVALUATION

The Board under took the initiative to conduct a formal
evaluation of its own performance and that of its
committees & individual Directors. The Nomination &
Remuneration Committee led the evaluation process.

The Independent Directors reviewed the performance
of non-independent Directors, the Chairperson of the
Company and the Board as a whole.

AUDITORS

i) Statutory Auditors

At the 60^th AGM held on 29^th day of September,
2022 the members approved appointment of M/s.
Lodha& Co LLP Chartered Accountants, Mumbai,
as the statutory Auditors of the Company hold office
till the conclusion of the 65^th Annual General
Meeting to be held in the year 2027.

ii) Cost Auditors

M/s. NSV Krishna Rao & Co., Cost Accountants
were appointed by the Board of Directors as Cost
Auditors of your Company for the year ended 31^st
March, 2024.For the Financial Year 2024-25
M/s. NSV Krishna Rao & Co., Cost Auditor is
appointed with a remuneration of Rs. 50,000/- P.A.
(Rupees Fifty thousand only) and same is
recommended to the Shareholders for approval.

iii) Secretarial Audit

According to the provision of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial
Audit Report submitted by Company Secretary in
Practice is enclosed as a part of this report
Annexure-II

PERSONNEL & INDUSTRIAL RELATIONS

There were no employees whose particulars are to be
given in terms of Section 134 of the Companies
Act,2013 read with the Companies (Particulars of
Employees) Regulations Rules, 1975.

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

The Companies Act, 2013 read with Rule 8 of
Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 2014, are set out in
Annexure-I, attached here to and forms part of this
report.

VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177(9) & (10)of
the Companies Act, 2013, a Vigil Mechanism Policy
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.gtnindustries.com under investor relations link.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the companies
Act, 2013 Corporate Social Responsibility (CSR) is
applicable to the following Companies having Net worth
of Rs. 500 Cr. or more or Turnover of Rs 1000 Cr. or
more or Net profit of Rs. 5 Cr. or more. However, our
Company has achieved a profit of Rs. 2390 lacs for the
Financial year 2022-23 and average of last 3 years
i.e.,2020-21,2021-22 and 2022-23 is Rs. 2307 lacs
and 2% of average is Rs. 46,14,314/- and where as
the company was paid CSR amount of Rs. 50 lacs to
JK Lakshmipat University, Jaipur, Rajasthan for
utilisation of Higher education related activities.

During the Financial year 2023-24 Company got losses
of Rs. 622 lacs

RELATED PARTY TRANSACTIONS POLICY

In pursuance to the provisions of Section 188 of
Companies Act, 2013 , company established Related
Party T ransaction Policy. Related party transactions that
were entered during the financial year were at an arm's
length basis and werein the ordinary course of
business.

There were no materially significant related party
transactions with the Company's Promoters, Directors,
Management or their relatives, which could have had
a potential conflict with the interests of the Company.
Transactions with related parties entered by the
Company in the normal course of business are

periodically placed before the Audit Committee/Board
for its omni bus approval and the particulars of contracts
entered during the year as per Form AOC-2 is enclosed
as Annexure-III.

The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a
policy to regulate transactions between the Company
and its Related Parties, in compliance with the
applicable provisions of the Companies Act, 2013, the
Rules there under and the Listing Agreement. This
Policy was considered and approved by the Board has
been uploaded on the website of the Company at
www.gtnindustries.com under investors relationship
link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual
Return in Form MGT-9 is Annexed-IV here with

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements.

RISK MANAGEMENT POLICY

The Company has been addressing various risks
impacting the Company and the policy of the Company
on risk management is provided elsewhere in this
Annual Report in Management Discussion and
Analysis.

DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at work place in line with the provisions of
the Sexual Harassment of Women at Work place
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules there under.During the Financial Year 2023¬
24, the Company has received Zero complaints of
sexual harassment, out of which Zero complaints have
been disposed off by taking appropriate actions. The
remaining Nil complaints are under investigation.

OTHER MANAGEMENT POLICES

The following policies are placed in company's
website.

1) Policy for determining materiality of events

2) Policy on preservation of documents

3) Policy on code of conduct for Board Members

4) Nomination and Remuneration Policy

5) Archival Policy for material event/material
information disclosed to the stock exchange(s).

DECLARATION OF MANAGING DIRECTOR & CEO

This is to certify that the Company had laid down code
of conduct for all the Board Members and senior
Management personnel of the company and the same
is uploaded on its website www.gtnindustries.com.

Further, certified that the members of the Board of
Directors and Senior Management personnel have
affirmed the compliance with the code applicable to
them during the year ended 31^st March, 2024

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to
Central Bank of India, IDBI Bank Limited and YES
Bank Limited, the concerned Departments of the State
and Central Government, Employees and
Shareholders of the Company for their valuable
assistance, support and cooperation to the Company.

For and on behalf of the Board

Place: Hyderabad (M.K. PATODIA)

Date : 06-08-2024 Chairman & Managing Director

1

Sales includes Traded goods of Rs 565 lacs
(Previous Year Rs. 3919 lacs).

2

Cost of Material includes Trading purchases of
Rs.550 lacs (Previous Year Rs. 3626 lacs).