Dear Shareholders,

The Directors are pleased to present the 15^th Annual Report on the affairs of the Company together with the Audited Financial Statements of Gujarat Hy-Spin Limited for the financial year ended on 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Company's Financial Performance for the year ended 31^st March 2025 is summarized below:

FINANCIAL PERFORMANCE

During the Financial year 2024-25 the Company earned revenue from operations of

9255.63 lakhs as compared to previous year's revenue from operation of 9176.28 lakhs. The company has made Net Profit of 9.72 Lakhs as compared to previous year's Net Profit of 16.81 Lakhs.

TRANSFER TO RESERVES

During the financial year 2024-25, the Company has not transferred any amount to General Reserves, and the Board of Directors has decided to retain the entire profit in the Statement of Profit and Loss.

CHANGE IN THE NATURE OF BUSINESS

There are no changes in nature of business of the Company during the year under Report. The Company is engaged in the business of manufacturing and processing yarn.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company as on 31^st March 2025 and therefore provisions of Section 129 with respect to Subsidiary, Joint Venture or Associate Company of the Companies Act, 2013 are not applicable to the Company.

DIVIDEND

After considering the Company's profitability, cash flow, overall financial performance and cash flow requirements for future expansion, your Board of Directors does not recommend dividends for the financial year 2024-25.

SHARE CAPITAL STRUCTURE

The Authorised and Paid-up Equity share Capital of the Company as on 31^st March 2025 was 16,75,00,000/- (Rupees Sixteen Crore Seventy-Five lacs only) divided into 1,67,50,000 (One Crore Sixty-Seven Lacs Fifty Thousand) Equity Shares of 10/- (Rupees Ten only) each. During the year, the Company has not issued any share with differential voting rights nor granted stock options or sweat equity or any convertible instrument.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^st March 2025 pursuant to the provisions of section 92(3) and section 134(3)(a) read with rule 12 of Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.gujarathyspin.in

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The details of Directors and KMPs as on 31^st March 2025 are as follows:

*CS Naresh Kanzariya was resign from post of Company Secretary & Compliance Officer w.e.f. 31^st May 2024. ^CS Rakshit Jain is appointed as Company Secretary & Compliance Officer w.e.f. 24th July 2024.

Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Maganlal Parvadiya (DIN: 03190749) Whole-time Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mr. Maganlal Parvadiya (DIN: 03190749) Whole-time Director, along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Independent Directors

The following are the Independent Directors of the Company as on 31.03.2025:

1. Mr. Niteshkumar Kantariya (DIN: 08405905)

2. Mr. Mahendra Madhubhai Ghodasara (DIN 10763914)

In terms of the definition of ‘Independence' of Directors as prescribed under Clause 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations.

COMMITTEES

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed there under viz.

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee

Audit Committee

The Audit Committee comprises 2 Non-Executive Independent Directors and 1 Executive Director. The Composition of committee is in conformity with the listing regulations. As of 31^st March 2025, the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

During the year, the Committee met five times, i.e. 13/05/2024, 25/05/2024, 31/08/2024, 13/11/2024, and 11/02/2025. All the members attended meetings. The Board accepts the recommendations of the Audit Committee whenever made by the Committee during the year.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Composition of committee is in conformity with the listing regulations. As of 31^st March 2025, the Nomination and Remuneration committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

During the year, the Committee met two times, i.e., 25/05/2024 and 24/07/2024 and all the members attended meetings.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of 1 Non-Executive Independent Directors and 2 Executive Director. The Composition of committee is in conformity with the listing regulations. As of 31^st March 2025, the Stakeholders Relationship Committee of the Board of Directors of the Company comprises 3 (Three) members namely:

During the year, the Committee met two times, i.e., 25/05/2024 and 11/02/2025 and all the members attended meetings.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on various issues, including strategy related matters pertaining to the business of the Company. The tentative calendar of Board Meetings is circulated to the Directors in advance to facilitate them and to ensure their active participation at the Meetings of the Company.

The Board meetings are held at least once every quarter. The Board meetings are generally held at Registered Office of the Company. Agenda papers containing all necessary information / documents are made available to the Board in advance to enable the Board to take informed decisions and to discharge its functions effectively.

During the year 2024-25, the Board met six times i.e. 13/05/2024, 25/05/2024, 24/07/2024, 31/08/2024, 13/11/2024, and 11/02/2025 requisite quorum was present at the said meetings.

The Board has established procedures to enable the Board to periodically review compliance reports of all laws applicable to the Company prepared by the Company, as well as steps taken by the Company to rectify instances of non-compliance.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 27^th March 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed 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.

BOARD EVALUATION

Pursuant to the section 134 (3) (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The Company is governed by a well-defined and evenly structured, robust Nomination and Remuneration Policy, as conscientiously reviewed and approved by the Nomination and Remuneration Committee and subsequently, adopted by the Board. This Policy encompasses various aspects and guidelines, such as, appointment criteria, remuneration structures, and performance evaluation mechanisms for both Executive and Non-Executive Directors, including Independent Directors, in full compliance with the requirements set forth under the Act and Listing Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended on 31^st March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at 31^st March 2025 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 are operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

(A) Statutory Auditor

M/s. Mandaliya & Associates, Chartered Accountants (FRN: 131786W) was tender the resignation on 04th May 2024 and to fill the casual vacancy caused by resignation, the Board of Directors at its meeting held on 13th May 2024 and as per the recommendation of the Audit Committee and pursuant to Section 139 and applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, the appointment of M/s. RPC & Co., Chartered Accountants, (Firm Registration No. 127123W) as the Statutory Auditors of the Company for Single Term 5 (Five) year to hold office until the conclusion of the 19th Annual General Meeting of the Company to be held in the calendar year 2029 at such remuneration as may be mutually agreed to, between the Board of Directors and the Auditors, plus applicable taxes and out-of-pocket expenses.

M/s. RPC & Co., Chartered Accountants, (Firm Registration No. 127123W) Rajkot, have conveyed their consent and eligibility certificate to be appointed as the Statutory Auditors of the Company along with confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Report given by M/s. RPC & Co., Chartered Accountants, (FRN:127123W) as Statutory Auditor on the financial statements of the Company for the financial year 2024-25 is a part of the Annual Report. There have been no qualification, reservation or adverse remark or disclaimer in their Report.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

(B) Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s. S. V. Nadiyapara & Co. Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2024-25. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith marked as "Annexure A" to this Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3.

Some observations by Secretarial Auditor under report for FY2024-25 are as under:

1. Company has not to appointed Internal Auditor as per provision of Section 138 of the Companies Act, 2013.

Reply by Board: Pursuant to Section 138 of the Companies Act, 2013, The Company has not appointed an Internal Auditor due to not meet any qualified professional as per the eligibility mentioned under the Companies Act, 2013 to act as Internal Auditor. Further Company is in process to find qualified person and will appoint a professional to act as Internal Auditor in this year.

2. The Company has not deposited Professional tax amounting Rs. 7,79,000/- from financial year 2017-18 to September 2024 with The Gujarat Professional Tax authority and short deduction of TDS and Interest thereon amounting to Rs.3,71,000/- for financial year 2012-13 to financial year 18-19 with Income tax authority.

Reply by Board: The delay in payment of professional tax and TDS has occurred due to weak financial position of the Company. Management also strives to make payment of statutory dues in a timely manner.

3. During the period under review, the Company has not complied with the requirements of Section 149 of the Companies Act, 2013 read with the applicable rules made thereunder and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the composition of the Board of Directors. The Company was required to appoint an Independent Director effect from 9th April 2024 to comply with the prescribed Board composition, however, there was a delay of approximately five months in such appointment. Consequently, the Board of Directors was not duly constituted during the said period. The Company has appointed the Independent Director with effect from 31st August 2024 and complied with the requirement.

Reply by Board: The term of Mr. Anil Kumar (DIN: 08405909) as independent director has been completed as on 31^st March 2024 and slight delay because of company was trying to find a suitable candidate to appoint independent director in place of him and Mr. Mahendra Madhubhai Ghodasara (DIN: 10763914) has been appointed as Independent Director on 31^st August 2024 to comply the requirement.

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

(C) Cost Audit

Our Company does not fall under such class of company which required to Cost Audit. As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of section 186 of the Companies Act, 2013, particulars of loans, guarantees and investments made are provided in Financial Statements read together with notes annexed and form an integral part of the financial statements and hence not repeated herein for the sake of brevity.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate governance is not applicable. Although relevant information is provided in the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not falling under the criteria mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR F.Y.2024-25.

During the year under report no remuneration has been paid by the Company to the directors, therefore information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2024-25 not required to disclose.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During Fiscal 2025, all related party transactions entered by the Company were approved by the Audit Committee and were at arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large, or which warrants the approval of the shareholders. Prior omnibus approval is obtained for related party transactions, which are repetitive in nature and entered in the ordinary course of business and on an arm's length basis.

Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act w.r.t. contracts or arrangements with related parties under Section 188(1) in Form AOC-2 is not applicable to the Company for Financial Year 2024-25, hence does not form part of this report. The details of the transactions with the related parties, in accordance with the Accounting Standards as applicable to the Company, have been disclosed in the notes to the financial statements forming part of this Annua Report 2024-25.

RISK MANAGEMENT POLICY

Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Company's risk management is embedded in the business processes and thereby reduces the risk to its possible extent. The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implements the necessary course of action(s) which the Board deems fit in the best interest of the Company. Further almost all the business operations are being carried out directly under the supervision and control of the Director leaving no scope of any fraud or irregularities.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing with the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3) of the Companies (Accounts) Rules, 2014 as under:

A) Conservation of energy:

The Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Additionally, due to consideration is given for selection of energy efficient plant & machinery while undertaking manufacturing capacity expansion, modernization & up gradation.

(i) The efforts made towards technology absorption are:

Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

Modernization and technological upgradation of plant & equipments.

Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like cost reduction and product development:

Enhanced productivity and overall operational efficiency.

Improved cost competitiveness.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports: NIL

ii) Outgo by way of Imports: NIL

LISTING

The Equity Shares of the Company are listed on the BSE Limited (SME Platform). These stock exchanges have nationwide trading terminals. Annual listing fees for the financial year 2024-25 have been duly paid to BSE Limited.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it redresses complaints received on sexual harassment. Following is a summary of sexual harassment complaints received and disposed off during the year under review:

No. of sexual harassment complaints received: NIL

No. of sexual harassment complaints disposed off: NIL

No. of sexual harassment complaints pending beyond 90 days: NIL

ENVIRONMENT AND SAFETY

Safety pertains to protecting the health and well-being of employees, visitors, and other stakeholders involved in an organization's activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnesses in the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

(a) The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on 31^st March 2025.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any ESOP scheme.

(c) The Company has not bought back any of its securities during the Financial Year ended 31^st March 2025.

(d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and other various other factors.

ACKNOWLEDGEMENT

Your directors are highly grateful for all the guidance, support and assistance received from the Governments of various states in India, concerned Government departments, Financial Institutions and Banks.

Your directors place on records their deep appreciation to all employees for their hard work, unstinted dedication and commitment and continued contribution at all levels in the performance of the Company. Your directors also take this opportunity to thank all shareholders, suppliers, distributors, directors, auditors, Government and regulatory authorities, for their continued support.

Your directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort to understand their unique needs and deliver maximum customer satisfaction. Your Board looks forward to their continued support in future.