The Directors hereby submits the Sixty Second
Annual Report together with the Consolidated and
Standalone Audited Financial Statements of the
Company for the financial year ended March 31, 2025.

1. SUMMARY OF THE FINANCIAL RESULTS:

During the financial year 2024-25, on a
consolidated basis revenue was down by approx
7%, Profit before tax was down by approx. 62%
and Profit after tax was down by approx. 71% as
compared to the previous financial year.

During the financial year 2024-25, on standalone
basis revenue was down by approx. 11%, Profit
before tax was down by approx. 19% and Profit
after tax was down by approx. 17% as compared
to the previous financial year.

These results include one-time costs amounting
to gross value of '67.25 Crores incurred during
the year towards closure of the Leven site in
UK, Hyderabad site in India, and India EBITDA
transformation program. All costs pertaining
to these events have been considered in the
financial year 2024-25.

2. SHARE CAPITAL:

There was no change in Authorised and Paid-up
Share Capital of the Company during the year
under review.

3. ESOP:

With the approval of the Shareholders on
December 2, 2021, through Postal Ballot, the

Company had introduced the GMM Pfaudler
Employee Stock Option Plan 2021 ("ESOP
Plan 2021") to reward, incentivize and retain
eligible employees.

During the year, the Nomination and
Remuneration Committee approved grant of
3^rd Tranche of options comprising of 16,200
stock options (0.04% of Company's paid-up
share capital) to the Eligible Employees of the
Company and its subsidiaries. In total, 1,22,550
stock options (0.27% of the Company's paid-up
share capital) have been granted under the ESOP
Plan 2021. No stock options were exercised during
the year under review.

The disclosures as required under Regulation
14 of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations") have been placed on the website
of the Company and can be accessed at
https://www.gmmpfaudler.com/investors/
shareholders-center/shareholders-meetings

A certificate from Rathi & Associates, Secretarial
Auditors of the Company certifying that the ESOP
Plan 2021 has been implemented in accordance
with SEBI SBEB Regulations pursuant to the
resolutions passed by the Shareholders, will be
available for electronic inspection at the ensuing
Annual General Meeting.

4. TRANSFERS TO RESERVES:

During the year under review, there was no
amount transferred to General Reserve out of
the net profits of the Company for the financial
year 2024-25. Hence, the entire amount of profit
has been carried forward to the Profit & Loss
Reserve Account.

5. DIVIDEND:

During the year under review, the Board of
Directors declared and paid an Interim Dividend
of '1.00/- per share. The total amount distributed
as interim dividend on paid-up share capital for
the year amounted to '4.50 Crores.

Based on the performance of the Company
for the year, the Board of Directors is pleased
to recommend a Final Dividend of '1.00 on the
paid-up share capital for the year amounting to
'4.50 Crores.

The dividend declared and/or paid by the
Company for the Financial Year 2024-25, is in
compliance with the Dividend Distribution Policy
of the Company.

The Dividend Distribution Policy is set out as
'Annexure A' forming a part of this Report and
is also available on the Company's website at
https://www.gmmpfaudler.com/file/Dividend_
Distribution__Policy.pdf.

6. REPORT ON THE PERFORMANCE OF
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:

In accordance with Section 129(3) of the
Companies Act, 2013 ("the Act") read with the
Companies (Accounts) Rules, 2014, a report on
the performance and financial position of the
Company's subsidiaries for the financial year
ended March 31, 2025, is set out as 'Annexure B'
of this Report.

Material Subsidiaries:

In terms of Regulation 16(1)(c) of the SEBI Listing
Regulations, Material Subsidiary shall mean a
subsidiary, whose turnover or net worth exceeds
ten percent of the consolidated turnover or
net worth respectively, of the Company and
its subsidiaries in the immediately preceding
accounting year. Accordingly, during the financial
year 2024-25, the Company had six material
overseas subsidiary companies namely, GMM
International S.a.r.l., Pfaudler GmbH, Pfaudler S.r.l.,
Pfaudler Limited, GMM Pfaudler US Inc., Mavag AG.

In line with the requirements of the Act and SEBI
Listing Regulations, your Company has approved
a policy for determining material subsidiaries and
the same is available on the Company's website
at: https://www.gmmpfaudler.com/investors/
policies-programmes.

Further, in terms of Regulation 24(1) of the SEBI
Listing Regulations, at least one Independent
Director on the Board of the Company shall be
a Director on the Board of an unlisted material
subsidiary, i.e. a subsidiary, whose turnover or net
worth exceeds twenty percent of the consolidated
turnover or net worth respectively, of the Company
and its subsidiaries in the immediately preceding
accounting year. In compliance with the said
provisions, Mr. Nakul Toshniwal (DIN: 00350112),
Independent Director of the Company, was a
Director on the Board of GMM International S.a.r.l.,
Pfaudler GmbH and Pfaudler S.r.l.

7. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to
financial reporting as designed and implemented
by the Company are adequate and ensure that
all transactions are authorized, recorded and
reported correctly in a timely manner. During the
year under review, no material or serious lapses
have been observed by the Internal Auditors of
the Company for inefficiency or inadequacy of
such controls.

8. INTERNAL CONTROL SYSTEMS:

The Company's internal control systems are
commensurate with the nature of its business,
size and complexity of its operations. Appropriate
internal control policies and procedures have
been setup to ensure compliance with various
policies, practices and statutes keeping in
view the organization's pace of growth and
increasing complexity of operations. The Internal
Auditors carry out extensive audits throughout
the year across all functional areas and submit
their reports to the Audit Committee to further
strengthen the process and make them more
effective. The Audit Committee periodically
reviews the adequacy and effectiveness of
the Company's internal financial control and
implementation of audit recommendations.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for
the year under review, under Regulation 34 of
the SEBI Listing Regulations, is presented in a
separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Company has been conducting business in a
sustainable manner and to create maximum value
for all its stakeholders. Business Responsibility
and Sustainability Report for the financial year
2024-25 describing various initiatives taken
by the Company from environment, social and
governance perspective in accordance with
Regulation 34(2)(f) of the SEBI Listing Regulations,
is presented in a separate section and forms part
of this Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as
stipulated under Regulation 34 of the SEBI Listing
Regulations forms an integral part of this Report.

The requisite certificate from Deloitte Haskins
& Sells, Chartered Accountants confirming
compliance with the conditions of corporate
governance as stipulated under Schedule V of
the SEBI Listing Regulations is enclosed to the
Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a Corporate Social
Responsibility ("CSR") Committee as per the
provisions of Section 135 of the Act. The
Board has also framed a CSR Policy as per the
recommendations of the CSR Committee.

The CSR Policy is available on the Company's
website at https://www.gmmpfaudler.com/file/
CorporateSocialResponsibilityPolicy.pdf.

The composition of the Committee, contents of
CSR Policy and report on CSR activities carried
out during the financial year ended March 31,
2025, is provided under Annual Report on CSR
prescribed under Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules,
2014 are set out as 'Annexure C' forming a part of
this Report.

GMM Pfaudler Foundation, a Section 8 Company
and wholly owned subsidiary of the Company,
reflects the Company's commitment to CSR.
The Foundation focuses on education, skill
development, healthcare, and environmental
sustainability, in alignment with the
Company's CSR policy.

13. RELATED PARTY TRANSACTIONS:

All related party transactions entered by the
Company during the financial year were in
accordance with the Policy on dealing with related
party transactions formulated and adopted
by the Company. These transactions have
been reviewed and certified by an Independent
Consultant and approved by the Audit Committee
and reviewed by it on a periodic basis.

The policy on dealing with related party
transactions, is available on the Company's
website at https://www.gmmpfaudler.com/file/
PolicyonRelatedPartyTransactions.pdf.

During the year under review:

a) All contracts/arrangements/transactions
entered into by the Company during the year
under review with related parties were in the
ordinary course of business and on arm's
length basis in terms of provisions of the Act.

b) No contracts or arrangements entered into
under Section 188(1) of the Act and

c) No materially significant related party
transactions that may have potential conflict
with interest of the Company at large.

Necessary disclosure as required by the Indian
Accounting Standards (Ind AS 24) have been
made in the Annual Report.

The particulars of contracts or arrangements
entered into with the related party are set out in
Note 41 to the standalone financial statements
of the Company forming part of the Annual
Report. The Company in terms of Regulation 23
of the SEBI Listing Regulations submits within
the stipulated time from the date of publication
of its standalone and consolidated financial
results for the half year, disclosures of related
party transactions to the stock exchanges, in
the format specified in the relevant accounting
standards and SEBI.

14. RISK MANAGEMENT POLICY:

The Company recognises that risk is an integral
and inevitable part of business and is fully
committed to manage the risks in a proactive
and efficient manner.

The Company continuously sharpens its risk
management systems and processes in line with
a rapidly changing business environment. The
Company's Risk Management policy ensures
sustainable growth of the organisation and to
promote pro-active approach in evaluating,
mitigating, and reporting such risks associated
with the business. The said, policy is available on the
Company's website at https://www.gmmpfaudler.
com/file/Risk_Management_Policy.pdf.

The Risk Management Committee ("RMC") of
the Company has been entrusted by the Board
with the responsibility of reviewing the risk
management process in the Company and to
ensure that key strategic and business risks are
identified and addressed by the management.

A sub-committee of the RMC named Executive
Risk Management Council (ERMC) continuously
monitors and record changes in the business
environment, threats and factors impacting the
risk profile of the Company. The ERMC tracks and
reports the implementation of the risk mitigation
plans to the RMC which in turn reports to the
Board of Directors.

Necessary information on the reference to the
Committee, meetings of the Risk Management
Committee held during the year and other related
information are furnished in the Corporate
Governance Report attached herewith and forms
part of this Report.

15. DIRECTORS & KEY MANAGERIAL
PERSONNEL (KMP):

15.1 DIRECTORS:

The Company's Board comprises of
accomplished professionals with proven
competence and integrity, who bring in vast
experience and expertise, strategic guidance
and leadership qualities.

As on March 31, 2025, the Board comprised of five
Non-Executive Independent Directors (including
two Women Independent Directors), two Non¬
Executive Non-Independent Directors and one
Executive Director.

As on date, Mr. Prakash Apte, Mr. Nakul Toshniwal,
Ms. Bhawana Mishra, Mr. Vivek Bhatia and Ms.
Shilpa Nirula are the Independent Directors on
the Board. All the Independent Directors have
given a declaration to the Board that they meet
the criteria of independence as provided under
Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations as amended from
time to time.

The Company's Board is of the opinion that
the Independent Directors possess requisite
qualifications, experience and expertise in
industry knowledge and they hold highest
standard of integrity. All Independent Directors of
the Company have registered their names in the
data bank maintained with the Indian Institute of
Corporate Affairs in terms of the provisions of the
Companies (Appointment and Qualification of
Directors) Rules, 2014.

Mr. Ashok Patel and Mr. Raghav Ramdev are Non¬
Executive, Non-Independent Directors, liable
to retire by rotation. Mr. Tarak Patel serves as
the Executive Director and holds the position of
Managing Director of the Company.

As on date, none of the Director is disqualified
under Section 164 of the Act. They are not
debarred from holding the office of Director
pursuant to any order of SEBI or any other
authority. All Directors have given a certificate
to the Compliance Officer confirming adherence

to the Code of Conduct & Ethics Policy of the
Company for the financial year 2024-25.

Appointment/Re-appointment of Directors:

During the year under review Ms. Shilpa Nirula
(DIN: 06619353) was appointed as Independent
Director of the Company for the first term of five
consecutive years w.e.f. May 22, 2024, up to and
including May 21, 2029. Her appointment was
subsequently approved by the shareholders at
the Sixty-First Annual General Meeting of the
Company held on August 9, 2024.

Ms. Bhawana Mishra (DIN: 06741655) and Mr. Vivek
Bhatia (DIN: 08166667) were re-appointed as
Independent Directors of the Company for the
second term of five consecutive years w.e.f. April 1,
2025, up to and including March 31, 2030. Their re¬
appointments were approved by the shareholders
through Postal Ballot on March 13, 2025.

Further, the Board at its meeting dated February
6, 2025, based on the recommendation of the
NRC, approved the appointment of Mr. Raghav
Ramdev (DIN: 09043096) as Non-Executive Non¬
Independent Director, liable to retire by rotation,
w.e.f. February 6, 2025, which was approved by the
shareholders on March 13, 2025, via Postal Ballot.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the
Act, Mr. Ashok Patel, Director being longest in the
office, will retire by rotation at the ensuing Annual
General Meeting of the Company and being
eligible, has offered himself for re-appointment.
The Board recommends his re-appointment in
accordance with the provisions of the Act.

15.2 KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Manish Poddar,
Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company, submitted his
resignation effective from February 7, 2025, to
pursue new opportunities and Mr. Alexander
Poempner took over the role of Group CFO and
KMP in line with Company's strategic objective to
achieve seamless integration across geographies
with effect from February 7, 2025.

As on date, Mr. Tarak Patel, Managing Director,
Mr. Aseem Joshi, Chief Executive Officer,
Mr. Alexander Poempner, Group Chief Financial
Officer and Ms. Mittal Mehta, Company Secretary
& Compliance Officer are the Key Managerial
Personnel of the Company.

15.3 DIRECTORS ' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in
relation to the audited financial statements of
the Company for the year ended March 31, 2025,
the Board of Directors hereby confirms that:

a. in preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation
relating to material departures;

b. such accounting policies have been selected
and applied consistently and the Directors
have 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 March 31, 2025 and of
the profit of the Company for the year;

c. proper and sufficient care was taken for
the maintenance of adequate accounting
records in accordance with the provisions of
this Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d. the annual accounts of the Company have
been prepared on a going concern basis;

e. internal financial controls have been laid
down to be followed by the Company and
that such internal financial controls are
adequate and were operating effectively;

f. proper systems have been devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

15.4 MEETINGS OF THE BOARD:

Seven (7) Meetings of the Board of Directors were
held during the financial year ended March 31,
2025. The intervening gap between the meetings
was within the period prescribed under the Act
and the SEBI Listing Regulations. The details
of the Board Meetings with regard to their
dates and attendance of each of the Directors
thereat have been provided in the Corporate
Governance Report.

15.5 AUDIT COMMITTEE:

The Audit Committee as on March 31, 2025,
comprised of four members viz. Mr. Vivek Bhatia,
(Chairperson), Mr. Prakash Apte (Member),
Mr. Nakul Toshniwal (Member) and Ms. Shilpa Nirula
(Member). All members of the Audit Committee
are Independent Directors.

The details of meetings of the Committee held
during the financial year under review along with
attendance of members thereof, changes in
the composition of the Audit Committee during
the year and period till date and Role of the
Audit Committee are provided in the Corporate
Governance Report annexed to this Report. All the
recommendations made by the Audit Committee
during the year were accepted by the Board.

15.6 STAKEHOLDERS RELATIONSHIP COMMITTEE
ANDNOMINATION &REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act, the
Nomination and Remuneration Committee and
Stakeholders Relationship Committee were
constituted by the Board of Directors to deal with
the matters as specified in the reference given to
the respective committees.

The details of roles, powers and meetings of
the Committees held during the financial year
under review along with attendance of members
thereof and status of grievances received from
various stakeholders during the financial year are
furnished in the Corporate Governance Report
annexed to this Report.

15.7 NOMINATION, REMUNERATION AND
EVALUATION POLICY:

The Board of Directors has formulated a
Policy which set standards for the nomination,
remuneration and evaluation of the Directors and
Key Managerial Personnel and aims to achieve a
balance of merit, experience and skills amongst
its Directors and Key Managerial Personnel.

The Nomination and Remuneration and Evaluation
Policy is available on website of Company at:
https://www.gmmpfaudler.com/file/
NominationRemuneration&EvaluationPolicy.pdf.

15.8 BOARD EVALUATION:

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out the
annual performance evaluation of the Directors
individually as well as evaluation of the working of
the Board and of the Committees of the Board,
by way of individual and collective feedback
from Directors.

The Nomination Remuneration and Evaluation
Policy of the Company empowers the Nomination
and Remuneration Committee to formulate
a process for effective evaluation of the
performance of Individual Directors, Committees
of the Board and the Board as a whole.

In order to have a fair and unbiased view of all the
Directors, the Company used a secured online
application of an external agency which helped
maintain anonymity of the evaluation feedback.

The Independent Directors at their separate
meeting reviewed the performance of:

Ý Non-Independent Directors and the
Board as a whole;

Ý Chairperson of the Company after taking into
account the views of Executive Directors and
Non-Executive Directors;

Ý 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 Directors were satisfied with the evaluation
process undertaken during the year. Further, in
the opinion of the Board, all the Directors and in
particular Independent Directors possess utmost
integrity, professional expertise and requisite
experience including proficiency.

15.9 FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors
informed of the activities of the Company, its
management and operations and provides an
overall industry perspective as well as issues
being faced by the industry.

The Familiarization Programme for the
Board and details of various familiarization
programmes conducted during the year ended
March 31, 2025 are available on the Company's
website at https://www.gmmpfaudler.com/file/
Familiarization-Programme_FY25.pdf.

16. VIGIL MECHANISM:

The Company has a robust vigil mechanism
through its Whistle Blower Policy approved and
adopted by Board of Directors of the Company in
compliance with the provisions of Section 177(10)
of the Act and Regulation 22 of the SEBI Listing
Regulations.

The Company has formed an Ethics Committee
to receive and investigate complaints received
under the Whistle Blower Policy.

It gives a platform to the Directors and
Employees to report any unethical or improper
practice (not necessarily violation of law)

and to define processes for receiving and
investigating complaints.

The mechanism ensures adequate protection and
safeguards Directors and Employees from any
victimization on reporting of unethical practices
and irregularities. The Company is committed to
adhere to the highest standards of ethical, moral
and legal conduct of business operations.

The Whistle Blower Policy has been appropriately
communicated within the Company across
all levels and is available on the website of the
Company at: https://www.gmmpfaudler.com/
file/WhistleBlowerPolicy.pdf.

17. SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes that all its employees
have the right to be treated with dignity and is
committed to providing a safe and conducive
work environment.

The Company has in place a Policy on
Prevention of Sexual Harassment in line with
the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

Internal Committee (IC) has been set up to
redress complaints received regarding sexual
harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy.

During the year under review, no complaint of
sexual harassment was received.

The policy formulated by the Company for
Prevention of Sexual Harassment is available
on the website of the Company at: https://
www.gmmpfaudler.com/file/Anti-Sexual-
Harrassment-Policy.pdf.

18. AUDITORS AND AUDITORS' REPORT:

18.1 STATUTORY AUDITORS:

Deloitte, Haskins & Sells, Chartered Accountants
(FRN 117365W) were appointed as Statutory
Auditors of the Company, for a second term of
consecutive five years, i.e. from the conclusion of
57^th Annual General Meeting held on August 27,
2020, till the conclusion of 62^nd Annual General
Meeting by shareholders of the Company.
Accordingly, Deloitte Haskins & Sells would be
completing their second term as the Statutory

Auditors of the Company at ensuing Annual
General Meeting.

The Board of Directors of the Company (the
Board), at its meeting held on February 6, 2025,
considering the experience and expertise and
based on the recommendation of the Audit
Committee, has proposed to the Members of
the Company, appointment of S R B C & Co LLP,
Chartered Accountants (Firm Registration No.
324982E/E300003), as the Statutory Auditors
of the for a term of 5 (five) consecutive years
from the conclusion of the 62^nd Annual General
Meeting of the Company till the conclusion of
the 67^th Annual General Meeting to be held in
the year 2030.

The Auditors' Report for the financial year ended
March 31, 2025, issued by Deloitte Haskins &
Sells LLP does not contain any reservation,
qualification or adverse remark. The notes on the
financial statement referred to in the Auditors'
Report are self-explanatory and do not call for
any further comments.

18.2 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the
Act and Rules made there under, the Board of
Directors had appointed Rathi and Associates,
Practicing Company Secretaries to conduct
Secretarial Audit of the Company for the financial
year 2024-25.

The Secretarial Audit Report obtained pursuant to
the provisions of Section 204 of the Act and Rules
made there under, from Rathi and Associates,
Practicing Company Secretaries for the financial
year 2024-25 is set out at Annexure D' forming
a part of this Report and does not contain any
reservation, qualification or adverse remark.

Further, the Board of Directors of the Company,
at its meeting held on May 21, 2025, considering
the experience and expertise and based on the
recommendation of the Audit Committee, has
proposed to the Shareholders of the Company,
appointment of Rathi and Associates, Practicing
Company Secretaries (Peer Review Certificate
No. 6391/2025), as the Secretarial Auditors of the
Company for a first term of 5 (five) consecutive
years from the conclusion of the 62^nd Annual
General Meeting of the Company till the
conclusion of the 67^th Annual General Meeting to
be held in the year 2030.

18.3 COST AUDITORS:

Pursuant to Section 148 of the Act read with
the Companies (Cost Record and Audit) Rules,
2014, the Board of Directors on recommendation
of Audit Committee appointed Dalwadi &
Associates, Cost Accountants, Ahmedabad,
Cost Auditors of the Company for the financial
year 2024-25.

Further, the Board of Directors, on recommendation
of the Audit Committee at their meeting held
on May 21, 2025, have re-appointed Dalwadi &
Associates, Cost Accountants for conducting
audit of the cost accounting records maintained
by the Company in respect of its manufacturing
activities for the financial year 2025-26.

As per the provisions of the Act, the remuneration
payable to the Cost Auditor shall be ratified by the
shareholders at a general meeting. Accordingly,
a resolution relating to the same will be placed
before the Shareholders at the ensuing AGM.

18.4 INTERNAL AUDITORS:

The Board of Directors at their meeting held
on May 25, 2023, had appointed Ernst & Young
LLP as Internal Auditors of the Company for the
financial year 2023-24 and 2024-25.

Ernst & Young LLP has conducted internal audit
of the Company for the financial year 2024-25.
Significant audit observations and corrective
actions thereon were presented to the Audit
Committee on a regular basis. No instances of
fraud, suspected fraud, irregularity or failure of
internal control systems of material nature were
reported by the internal auditors during the year.

Further, the Board of Directors of the Company,
at its meeting held on February 6, 2025,
considering the experience and expertise and
based on the recommendation of the Audit
Committee, approved the appointment of
KPMG Assurance and Consulting Services LLP,
Chartered Accountants as the Internal Auditors
of the Company for the financial year 2025¬
26 & 2026-27.

19. CREDIT RATING:

During the year under review, ICRA Ltd. vide its
report dated September 27, 2024, has reaffirmed
the Company's long-term banking facilities
[ICRA] AA-/Stable and short-term banking
facility ratings at [ICRA] A1 . CRISIL vide its report
dated March 21, 2024, rated the Company's long

term bank facilities as CRISIL AA-/ Positive and
short-term banking facility remained at CRISIL
AA-/ Positive/ CRISIL A1 .

The above ratings are considered to have a
high degree of safety regarding timely payment
of financial obligations carrying the lowest
credit risk.

20. STATUTORY STATEMENTS:

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

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section
134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended,
is enclosed as "Annexure E" to this Report

20.2 MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF
THE REPORT:

Under Section 134(3)(I) of the Companies Act,
2013, there have been no material changes and
commitments affecting the financial position
of the Company which have occurred between
the end of the financial year of the Company to
which the financial statements relate and the
date of this Report.

20.3 SIGNIFICANT/ MATERIAL ORDERS PASSED
BY COURTS/ REGULATORS/ TRIBUNALS:

During the financial year 2024-25, there were
no significant or material orders passed by the
Courts or Regulators or Tribunals impacting
the going concern status and operations of the
Company in the future.

20.4 ANNUAL RETURN:

The Annual Return of the Company for the
financial year ended March 31, 2025, in Form
MGT-7 in accordance with Section 92(3) of the
Act read with the Companies (Management
and Administration) Rules, 2014 is available
on the Company's website at: https://www.
gmmpfaudler.com/investors/shareholders-
center/shareholders-

20.5 PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and
other details as required under Section 197(12)
of the Act, read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as 'Annexure
F' to this Report.

20.6 PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and
investments covered Section 186 of the
Act are given at Notes forming part of the
Financial Statements.

20.7 PAYMENT OF REMUNERATION/
COMMISSION TO THE MANAGING DIRECTOR
FROM HOLDING OR SUBSIDIARY COMPANIES:

No remuneration/sitting fees was received by
Mr. Tarak Patel, Managing Director, from subsidiary
companies during the year under review.

20.8 INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to the provisions of Section 123 and 125
of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Amendment Rules, 2017,
the amounts of dividends remaining unclaimed
for a period of seven years and shares thereon
are required to be transferred to the Investor
Education and Protection Fund ("IEPF"); details
of which are available on the Company's website
at https://www.gmmpfaudler.com/investors/
shareholders-center/unclaimed-data.

During the year under review, the Company
transferred '3,74,047 on account of unclaimed/
unpaid dividend along with corresponding 4005
equity shares of face value '2/- each to the IEPF.

Details of the Nodal Officer appointed under the
said provisions are:

Ms. Mittal Mehta, Company Secretary &
Compliance Officer

Email: mittal.mehta@gmmpfaudler.com

21. GENERAL:

The Board of Directors confirms that no disclosure
or reporting is required in respect of the following
matters as there were no transactions on these
matters during the financial year 2024-25:

1. The company has neither issued shares with
differential voting rights nor issued sweat
equity shares during the year under review.

2. Non-exercising of voting rights in respect
of shares purchased directly by employees

under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014;

3. Material or serious instances of fraud falling
within the purview of Section 143(12) of
the Companies Act, 2013 and Rules made
there under.

4. Change in the nature of business of
the Company.

5. Revision of financial statements of the
Company, pertaining to the previous
financial year.

6. Acceptance or renewal of any amount falling
within the purview of provisions of Section
73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules,
2014 during the year under review.

7. Application made under the Insolvency and
Bankruptcy Code; hence the requirement
to disclose the details of application made
or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year along with their

status as at the end of the financial year is
not applicable.

8. Disclosure of the details of difference
between amount of the valuation done at
the time of onetime settlement and the
valuation done while taking loan from the
Banks or Financial Institutions along with the
reasons thereof.

The Board of Director confirm that the Company
has complied with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of
Directors and General Meetings.

22. ACKNOWLEDGEMENT:

The Board of Directors of the Company
acknowledge with gratitude the support
received from shareholders, bankers, customers,
suppliers, business partners, regulatory and
government authorities. The Directors recognize
and appreciate the efforts of all employees that
ensured accelerated growth in a challenging
business environment.