Your Directors' present the 19^th (Nineteenth) Boards' Report together with the Audited Statement of Accounts (Standalone
& Consolidated) for the year ended 31^st March 2024.

1. FINANCIAL RESULT

The Standalone and Consolidated financial highlights of your Company for the year ended 31st March 2024 are
summarized as follows:

(Rs. In Crores)

*Since Cotton Yarn manufacturing operations were discontinued during the second quarter of FY 2022-23, there is no
revenue / expenses from operations for FY 2023-24.

2. FINANCIAL PERFORMANCE

Your Board would like to state that Company's cotton yarn manufacturing operations from its Aluva, Kerala Plant was
discontinued wef. 13.06.2022 on account of unsustainable wages, paucity of working capital and steep increase in
cotton prices, which resulted in lower capacity utilization and making the operations unviable. In view of this, there
was no operating revenue for the financial year 2023-24. Fixed and other expenses incurred were disclosed under the
heading “Profit/(Loss) for the year from discontinued operations” and breakup of the same is given herein below.

Amount Rs. In Crs.

In view of the discontinued operations, figures of the current financial year are not comparable with that of the previous
year.

3. STATUS OF DISPOSAL OF PROPERTY PLANT AND EQUIPMENT

Pursuant to the stoppage of manufacturing operations of the company with effect from 13.06.2022, your Board has
taken effective steps to sell the assets of the company and to pay the dues of the workmen & employees, bankers,
creditors etc. The company's bankers have issued NOC on 26.05.2022 for sale of the assets and to repay their dues.
Pursuant to the NOC, the company has sold its entire machinery at its Plant in Aluva and Offices in Mumbai and from

the said sale proceeds paid the dues of bankers to the
extent of Rs. 36.62 Cr till date.

The Company has entered into an MOU on 08.04.2024
for sale of 24.67 acres of land for a consideration of
Rs.80 Crores. Accordingly, we have requested the
lenders to extend the validity of the NOC issued up to
31.10.2024, to enable sale of the aforesaid 24.67 acres
of land and from the sale proceeds to repay the balance
dues of the bankers along with interest without any
haircut of whatsoever.

The Bankers have recently approved extension of
NOC issued for sale of the aforesaid land and from
the sale proceeds, repay the bank dues and close the
NPA account of the Company. Your Board expects to
complete sale within the time allowed and also pay
entire dues as stipulated by the Lenders.

With the surplus funds as would be available after
the said land sale, the company intends to carry on
outsourcing of cotton yarn manufacturing / trading in
cotton yarn or any other business as permitted in the
object clause of the Memorandum of Association for
better prospects of the company.

4. DIVIDEND

In view of the losses for the financial year ended 31^st
March 2024, the Board of Directors, regret their inability
to recommend any dividend for the year 2023-24.

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements, prepared in
accordance with the applicable Indian Accounting
Standards issued by the Institute of Chartered
Accountants of India and Regulation 33 of the SEBI
(LODR) Regulations, 2015 together with Auditors
Report. The Auditors report on the consolidated financial
statements also attached. The same is with unmodified
opinion (unqualified).

6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY

The Company did not have any Subsidiary or Joint
Venture during the financial year. The Company has one
Associate Company, Patspin India Limited.

7. MANAGEMENT DISCUSSION AND ANALYSIS

As mentioned in the Financial Performance above, the
manufacturing operations of the company has been
suspended with effect from 13.6.2022 and the company
has not yet commenced trading in cotton yarn or
any other business as permitted in Object Clause in
the Memorandum of Association. Normal Business
challenges are expected to remain as the Company
operates in a competitive sector. The Company has
adequate systems of Internal Controls commensurate
with its size and operations to ensure orderly and
efficient conduct of business. These controls ensure
reduction and detection of fraud and error, adequacy
and completeness of the accounting records and timely
preparation of reliable financial information.

With the reasons above, the Management Discussion
and Analysis Report on the operations of the Company,
as required under the SEBI (LODR) Regulations, 2015 is
not separately attached.

8. PUBLIC DEPOSITS

The Company does not have “Deposits” as
contemplated under Clause V of the Companies Act
2013. Further, the company has not accepted any such
deposits during the year ended 31st March 2024.

9. CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply
with the recommendations concerning Corporate
Governance.

A separate statement on Corporate Governance
together with a certificate from the Practicing Company
Secretary of the Company regarding compliance of
conditions of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report.

10. DIRECTORS

All the Directors have affirmed 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, which are detailed in the
Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent Directors
who were required to clear the online proficiency self¬
assessment test have passed the test. In the opinion of
the Board, the Independent Directors fulfil the conditions
of independence, are independent of the management,
possess the requisite integrity, experience, expertise,
proficiency and qualifications to the satisfaction of the
Board of Directors

During the year under review there is no change in
the composition of the Board of Directors and the Key
Managerial Personnel.

Pursuant to the requirements of the Companies Act,
2013, Smt. Kalpana Mahesh Thakker(DIN 08601866),
retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers herself for re¬
appointment. The Board recommends the appointment
/ re-appointment of the above Director for approval. The
brief details of the Director proposed to be appointed /
re-appointed, as required under Regulation 36 of SEBI
Listing Regulations, are provided in the Notice of Annual
General Meeting.

11. KEY MANAGERIAL PERSONNEL

Shri B.K. Patodia, Managing Director, Shri. M Achuthan,
Chief Financial Officer and Shri E.K.Balakrishnan,

Company Secretary were the Key Managerial Personnel
of your Company, in accordance with the provisions of
Section 203 of the Companies Act 2013 during the year
under review.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 (Five) times during the
financial year 2023-24. The details of the meetings of
the Board of Directors of the Company convened and
attended by the Directors during the financial year 2023¬
24 are given in the Corporate Governance Report which
forms part of this Annual Report.

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met
on 22^nd February, 2024, without the presence of
Non-Independent Directors and members of the
management to review the performance of Non¬
Independent Directors and the Board of Directors as
a whole; review the performance of the Chairman and
Managing 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.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility
for ensuing compliances with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies
Act, 2013 in the preparation of Annual Accounts for the
year ended on 31st March, 2024 and state that:

1. in the preparation of the Annual Accounts, the
applicable Indian Accounting Standards have been
followed and there are no material departures from
the same

2. 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 your company as at 31st March
2024 and of the profit or loss of the company for
that period;

3. the Directors have 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 your company and for preventing and detecting
fraud and other irregularities;

4. the Directors have prepared the Annual Accounts
on a going concern basis;

5. the Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
are operating effectively; and

6. 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.

15. BOARD EVALUATION

Pursuant to the provisions of Companies Act and
Listing Regulations, the Board has carried out the
annual performance evaluation of its own performance,
of Committees of the Board and of the Directors
individually. 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 specified duties, obligations and
governance.

A separate exercise was carried out to evaluate the
performance of individual Directors, who were evaluated
on parameters such as level of engagement and
contribution, independence of judgement, safeguarding
the interest of the Company.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of
appointment is given, which interalia explains the
role, function, duties and responsibilities expected as
a Director of the Company. This is to provide insights
into the Company to enable the Independent Directors
to understand its business in depth, to familiarize them
with the process, business and functionaries of the
Company and to assist them in performing their role as
Independent Directors of the Company. The Director is
also explained in detail the Compliance required under
the Companies Act, 2013, SEBI (LODR) Regulations,
2015 and other relevant regulations and affirmation
taken with respect to the same.

The Chairman and the Management has also one to
one discussion with the Directors to familiarize with the
company's operations.

17. AUDITORS

M/s. L.U.Krishnan& Co. (Regn.No.001527S) Chartered
Accountants, Chennai were appointed as the Auditors
of the Company for second term of 5 years at the
17^thAnnual General Meeting (AGM) held on 30^th
September, 2022 to hold office till the conclusion of the
22^ndAGM of the Company to be held in the year 2027.
The Auditors' Report for FY 2023-24 does not contain
any qualifications, reservations or adverse remarks.

18. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made there under, the
Company has appointed Shri. MRL Narasimha (C.P No.
799), Practicing Company Secretary to undertake the
Secretarial Audit of the Company.

Secretarial Audit Report issued by Shri. MRL Narasimha,
Practicing Company Secretary in Form MR-3 forms
part to this report Annexure I. The said report does
not contain any observation or qualification requiring
explanation or adverse remark

19. COST AUDITORS

In terms of the Companies (Cost Records and Audit)
Amendment Rules, 2014 published vide GSR No.

01(E) on 31^st December 2014 issued by the Central
Government in terms of the powers conferred by
Section 148 of the Companies Act,2013, due to the
reduction of the turnover from the auditable product
as per the previous audited financial statement and
also there is no manufacturing operations being held
in the company, the cost audit is not mandatory during
the next financial year 2024-25. Hence Board has not
recommended the appointment of Cost Auditor for the
next FY 2024-25.

20. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013, read with Rule 12
of the Companies( Management and Administration)
Rules, 2014, the Annual Return of the company for
the Financial Year 31^st March 2024 is uploaded on the
website of the company and can be accessed at the
www.gtntextiles.com

21. RELATED PARTY TRANSACTIONS

All transactions entered with related parties were
on arm's length basis and in the ordinary course of
business.

There were no materially significant transactions with
the related parties during the financial year and were
not in conflict with the interest of the company. Thus, a
disclosure in Form AOC -2 in terms of Section 134 of the
Companies Act 2013 is not required. All related party
transactions are placed before the Audit Committee as
also before the Board for approval.

The Board of Directors, as recommended by 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 thereunder and the
Listing Regulations. This Policy has been uploaded on
the website of the Company.

22. LOANS & 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 Financial Statements
forming part of this report.

23. CREDIT RATING

The company has stopped cotton yarn manufacturing
operations effective from 13.06.2022 and is in the
process of selling its assets and repaying the bank dues
fully. Due to classification of account as sub-standard,
the lenders have not made available any credit facilities
to the company. In view of the aforesaid, the external
credit rating was not carried out during the year 2023¬

24.

24. RISK MANAGEMENT

The company has laid down a well-defined risk
management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and
risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor

business risks. The Audit Committee and the Board
periodically review the risks and suggest steps to be
taken to manage/ mitigate the same through a properly
defined framework.

During the year, a risk analysis and assessment was
conducted, and no major risks were noticed, which may
threaten the existence of the company.

25. VIGIL MECHANISM / WHISTE BLOWER POLICY

The company has a Vigil Mechanism / Whistle Blower
Policy to report genuine concerns or grievances. The
Vigil Mechanism (Whistle Blower Policy) has been
posted on the company's website (www.gtntextiles.
com).

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Section 135 (5) of
Companies Act, 2013 regarding Corporate Social
Responsibility are not yet attracted, the company has
been, over the years, pursuing as part of its corporate
philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and
integrates interest, welfare and aspirations of the
community with those of the Company itself in an
environment of partnership for inclusive development.

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

Information required under section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows:

a) Conservation of Energy

The manufacturing operations of the company has
been suspended with effect from 13.6.2022 and
the company now intends to carry on outsourcing
of cotton yarn manufacturing / trading in cotton
yarn or any other business as permitted in Object
Clause in the Memorandum of Association, and
hence it does not consume heavy electricity

b) Technology absorption

The Company propose to introduce various
measures to help the above activities.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings - NIL

Foreign Exchange Outgo - NIL

28. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an effective internal control and risk
mitigation system designed to effectively control the
operations at its Head Office and Depots. The internal
control systems are designed to ensure that the financial
and other records are reliable for the preparation of
financial statements and for maintaining assets. The
Company has well designed Standard Operating
Procedures. Independent Internal Auditors conduct
audit covering a wide range of operational matters and
ensure compliance with specified standards. Planned

periodic reviews are carried out by Internal Audit.
The findings of Internal Audit are reviewed by the top
management and by the Audit Committee of the Board
of Directors.

Based on the deliberations with Statutory Auditors
to ascertain their views on the financial statements
including the Financial Reporting System and
Compliance to Accounting Policies and Procedures,
the Audit Committee was satisfied with the adequacy
and effectiveness of the Internal Controls and Systems
followed by the company.

29. NOMINATION & 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. This policy also lays
down criteria for selection and appointment of Board
Members. More details on the same are given in the
Corporate Governance Report.

30. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

In accordance with the applicable provisions of
Companies Act, 2013 (hereinafter referred to as “the
Act”) read with Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as the “IEPF Rules”), all
unclaimed dividends are required to be transferred
by the Company to the IEPF, after completion of
seven (7) years. Further, according to IEPF Rules,
the shares on which dividend has not been claimed
by the shareholders for seven (7) consecutive years
or more shall be transferred to the demat account of
the IEPF Authority. The details relating to shares on
which dividends were unclaimed are provided in the
General Shareholders Information section of Corporate
Governance report forming part of this Annual Report.

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

The Company has in place an anti-sexual harassment
policy in line with the requirements of the sexual
harassment of women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal
Compliance Committee (ICC) is already been functioned
for redressing complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company has not received any complaints under
this policy during the year ended 31st March, 2024.

32. PARTICULARS OF EMPLOYEES PURSUANT TO
SECTION 134 (3) (q) OF THE COMPANIES ACT,
2013 READ WITH RULE 5 (1) OF THE COMPANIES
(APPOINTMENT AND REMUENRATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 134 (3)
(q) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of
employees of the company will be provided upon
request. In terms of Section 136 of the Act, the Report
and Accounts are being sent to the Members and
others entitled thereto, excluding the information on
employees' particulars which is available for inspection
by the Members at the Registered office of the company
during business hours on working days of the company
up to the date of the ensuing Annual General meeting.
If any Member is interested in obtaining a copy thereof,
such member may write to the company in this regard.

33. PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory.
There were no employees whose particulars are to be
given in terms of Section 134(3)(q) of the Companies
Act,2013 read with Rule 5(2) and 5(3) of the companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant and material orders passed by
the Regulators or Courts or Tribunals that would impact
the going concern status of your Company and its
future operations.

35. GENERAL

a) There was no issue of equity shares with differential
rights as to dividend, voting or otherwise: and;

b) There was no issue of shares (including sweat
equity shares) to the employees of the company
under any scheme.

36. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central
Bank of India, State Bank of India and the concerned
Departments of the State and Central Government,
valuable customer, Employees and Shareholders for
their assistance, support and co-operation to the Com¬
pany.

For and on behalf of the Board of Directors

B K PATODIA

Place:Kochi Chairman

Date: 13.8.2024 (DIN:00003516)