Your Directors have great pleasure in presenting the 32^nd Annual Report together with Audited
Statements of Accounts of the Company for the year ended March 31,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial results for the year ended March 2024 as compared to the previous
year are as follows:

(Rs. in Lakhs)

REVIEW OF OPERATIONS

After obtaining physical possession of the factory the Management carried out repairs and
maintenance activities and started trial production in May 201 9.

Commercial Production was started from October 2019. During the year under review, the
turnover of the Company was Rs. 9570.46 Lakhs as against Rs. 781 2.03 Lakhs in previous year.
Company has incurred loss of Rs. 484.12 Lakhs as against loss of Rs. 688.05 Lakhs in previous
year. Further Management is actively involved in trying to utilize the idle capacities available
with the Company and reduction of raw material cost.

The cost of materials consumed by the company increased significantly to ?7,505.03 lakhs from
?5,886.54 lakhs in the previous fiscal year. This rise in costs is reflective of the broader trend in
the industry, where mills are grappling with high cotton prices, which constitute the major input
cost.

Additionally, energy costs, another significant expense in the spinning industry, have also seen
upward pressure due to increased charges from MSEDCL.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

No amount is proposed to be transferred to any reserve.

DIVIDEND:

In view of the accumulated losses no dividend is recommended for the year.

MAJOR EVENTS OCCURRED DURING THE YEAR

(i) SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS
The Company operates in one segment only i.e. Textile

(ii) CHANGE IN STATUS OF THE COMPANY

There has not been change in status of the company.

(iii) CHANGE IN THE FINANCIAL YEAR
There is no change in financial year

(iv) CAPITAL EXPENDITURE PROGRAMMES

At present Company do not expect to invest or incur big capital expenditures

(v) DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION - NIL

(vi) MODERNIZATION AND DIVERSIFICATION

Management has carried out huge repairs and maintenance post acquisition in past
several years. Meager modernization activities have been carried out in 2023-24. No
Diversification has been done by the company in 2023-24

CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE
OF THE REPORT

Increase in cotton prices is major concern for the business of company. Except this there have been
no material changes and commitments, which affect the financial position of the company which
have occurred during the year and between the end of the financial year to which the financial
statements relate and the date of this Report.

SHARE CAPITAL

The Company’s Authorized Share Capital as on 31^st March, 2024 stands at Rs. 25,00,00,000/-
and issued & paid up capital as on 31^st March, 2024 stands at Rs. 2,05,84,835/- divided into

41.16.967 fully paid up equity shares of Rs. 5/- each. During the year, under review, the
Company has not issued any share(s). Further the Company has not issued any share with
differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and
during the year.

NCLT by its order dt. 31-07-2018 approved Reduction of Face Value of Shares to Re. 0.50 per
Share from Re. 5 Per Share and further consolidation of face value of shares to Re. 5 per share.
Post consolidation paid up equity shares will reduce from 4,1 1,69,667 shares of Rs. 5/- each to

41.16.967 equity shares of Rs. 5/- each. It also involves extinguishment of shares of previous
Promoters and top 1 0 shareholders. However, compliance / corporate actions of the same with
CDSL, NSDL and Stock Exchanges were pending at the end of the March 2024. Company’s
application with BSE and NSE is pending for approval. Company expects it to get its approval in
near future

The Company has no scheme of provision of money for purchase of its own shares by employees
or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014 are not required to be disclosed

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well as any
shares to the Investor Education and Protection Fund (IEPF)

LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during
the year under review covered under section 1 86 of the Companies Act 201 3.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73
of the Companies Act, 201 3 and the Companies (Acceptance of Deposits) Rules, 2014, or under
Chapter V of the Act.

LISTING OF SHARES

Presently Company's shares are listed and traded at the BSE Limited, Mumbai (BSE) and National
Stock Exchange of India, Mumbai (NSE). The Listing fees for the year 2023-24 has been paid.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes happened during the financial year 2023-24

Mr. Pruthveesh Ravi Shetti (DIN: 08817217) Independent Director of the Company has vide his
resignation letter dated 29-03-2024 resigned from the Board of the Company with immediate
effect, on account of personal reason and other professional commitments. We further confirm
that there is no other material reason for resignation of Mr. Pruthveesh Ravi Shetti other than
those provided above.

Mrs. Sharmiladevi Jitendrakumar Chopra (DIN: 08196831), vide her letter dated March 11,
2024 has resigned as Non-Executive Director of the Company with immediate effect due to
personal and unavoidable circumstances. Further, the Company has received confirmation from
Mrs. Sharmiladevi Jitendrakumar Chopra that there is no material reasons for her resignation
other than those mentioned above.

Mr. Jitendrakumar Goutamchand Chopra (DIN: 08196887) who retires from office by rotation
and being eligible, offers himself for reappointment. You are requested to reappointment him as
a Director of the Company

Further Mr. Deepak Chaganlal Choudhari (DIN: 03175105) and Mr. Jitendrakumar Goutamchand
Chopra (DIN: 08196887) were appointed as a Managing Director of the Company for the
period of 3 years w.e.f. August 13, 2021. You are requested to further reappoint them as a
Managing Director of the company for the period of 3 years w.e.f. August 1 3, 2024 to August
1 2, 2027.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 1 88 of the Companies Act, 201 3 including certain
arm’s length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure
1.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence
and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.
Further they also had confirm that they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence and that they
are independent of the management.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed
policy for selection and appointment of Directors, Senior Management and their remuneration in
pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The remuneration given is as per the remuneration
policy framed.

Criteria for Determining the Qualifications for appointment of Directors (including Independent
Directors)

i. Persons of eminence, standing and knowledge with significant achievements in business,
professions and/or public service;

ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about textile
business;

iii. Their administrative experience;

iv. Other appropriate qualification/experience to meet the objectives of the Company;

v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as
per provisions of SEBI( LODR) Regulations.2015 .

The Nomination and Remuneration Committee shall have discretion to consider and fix any other
criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict
constructively and the willingness to address issues proactively;

b. Actively update their knowledge and skills with the latest developments in the
infrastructure industry, market conditions and applicable legal provisions;

c. Willingness to devote sufficient time and attention to the Company’s business and
discharge their responsibilities.

d. To assist in bringing independent judgment to bear on the Board’s deliberations especially
on issues of strategy, performance, risk management, resources, key appointments and
standards of conduct;

e. Ability to develop a good working relationship with other Board members and contribute
to the Board’s working relationship with the senior management of the Company;

f. To act within their authority, assist in protecting the legitimate interests of the Company, its
shareholders and employees;

g. Independent Directors to meet the requirements of the Companies Act, 201 3 read with the
Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 as
amended from time to time.

Independence Review Procedures

- Annual Review

The director’s independence for the independent director will be determined by the Board on an
annual basis upon the declaration made by such Director as per the provisions of the Companies
Act, 201 3 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.201 5

- Individual Director’s Independence Determinations

If a director nominee is considered for appointment to the Board between Annual General
Meetings, a determination of independence, upon the recommendation of the Committee, shall be
made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director
after consideration of all the relevant facts and circumstances and the standards set forth herein.
The Board reserves the right to determine that any director is not independent even if he or she
satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules
thereon and as per provisions of SEBI( LODR) Regulations.201 5

- Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change in circumstances
that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management -

i. To possess the required qualifications, experience, skills & expertise to effectively
discharge their duties and responsibilities;

ii. To practice and encourage professionalism and transparent working environment;

iii. To build teams and carry the team members along for achieving the goals/objectives and
corporate mission;

iv. To adhere strictly to code of conduct

b. Term -

The Term of the Directors including Managing / Whole time Director / Independent Director shall
be governed as per the provisions of the Act and Rules made thereunder and the Listing
Regulations, as amended from time to time. Whereas the term of the KMP (other than the
Managing / Whole time Director) and Senior Management shall be governed by the prevailing
HR policies of the Company.

c. Evaluation -

The Committee shall carry out evaluation of performance of every Director. The Committee shall
identify evaluation criteria which will evaluate Directors based on knowledge to perform the role,
time and level of participation, performance of duties, level of oversight, professional conduct
and independence. The appointment / re-appointment /continuation of Directors on the Board
shall be subject to the outcome of the yearly evaluation process.

d. Removal -

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act,
Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such
applicable Acts, Rules and Regulations and the Company’s prevailing HR policies, the Committee
may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or
Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing /
Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and
applicable Rules and Regulations and will be determined by the Committee and recommended to
the Board for approval. The remuneration / compensation / commission, etc., as the case may be,
shall be subject to the prior / post approval of the shareholders of the Company and Central
Government, wherever required. Further, the Chairman & Managing Director of the Company is
authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and
Senior Management based on the standard market practice and prevailing HR policies of the
Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Managing /
Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and
applicable Rules and Regulations and will be determined by the Committee and recommended to
the Board for approval.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual
evaluation of its own performance, also performance of the Directors individually as well as the
evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and
time schedule for the Performance Evaluation process for the Board, its Committees and individual
Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of
the Board’s functioning such as degree of fulfillment of key responsibilities, Board Structure and
composition, establishment, delineation of responsibilities to various committees, effectiveness of
Board processes, information and functioning, Board culture and dynamics, quality of relationship
between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors
covering various aspects such as attendance and contribution at the Board/Committee Meetings
and guidance/support to the management outside Board/Committee Meetings. In addition, the
Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of
the Board, encouraging active engagement by all Board members and promoting effective
relationships and open communication, communicating effectively with all stakeholders and
motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee
dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors who also reviewed the performance of the Board as a whole. The
Nomination & Remuneration Committee also reviewed the performance of the Board, its
Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant
highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF
DIRECTORS IS AS UNDER

Number of Meetings of the Board

During the year under review, board met 9 times i.e. on 30-05-2023, 22-06-2023, 14-08-2023,
04-09-2023, 07-09-2023, 10-11-2023, 10-02-2024, 14-02-2024 and 29-03-2024. Details of
attendance of Directors are as below

BOARD COMMITTEES

A. Audit Committee

The Audit Committee consisted of three Non-Executive Independent Directors and one

Executive Director, namely

Mr. Dhruv Jain - Chairman (Independent Director)

Mr. Siddharth Pradip Bhirdi - Member (Independent Director) (Appointed w.e.f. 29-03-2024)

Mr. Manoj Sethia - Member (Independent Director)

Mr. Deepak Choudhari - Member (Managing Director)

Mr. Pruthveesh Ravi Shetti - Member (Independent Director) (Resigned w.e.f. 29-03-2024)

The members have the requisite accounting and related financial management expertise.

Statutory Auditors and Internal Auditors are invited to the meetings of Audit Committee for

presenting their periodical reports.

The terms of reference / powers of the Audit Committee include the following:

^ Oversight of the company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible.

^ Recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.

^ Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.

^ Reviewing, with the management, the annual financial statements and auditor’s
report thereon before submission to the board for approval.

^ Reviewing, with the management, the quarterly financial statements before
submission to the board for approval.

^ Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

^ Approval or any subsequent modification of transactions of the listed entity with
related parties;

^ Scrutiny of inter-corporate loans and investments;

^ Valuation of undertakings or assets of the listed entity, wherever it is necessary;

^ Evaluation of internal financial controls and risk management systems;

^ To review the function of the Whistle Blower Mechanism.

^ Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

^ Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;

^ Discussion with internal auditors of any significant findings and follow up there on;

^ To look into the payment being made to the depositors, creditors and shareholders
in case of dividend declared and reasons for substantial defaults/delay if due
amount has not paid as per statutory due date.

During the year, Five meetings of the Audit Committee were held on 30-05-2023, 14-08-2023,
10-1 1-2023, 10-02-2024 and 14-02-2024. The details of attendance of each member at the
Audit Committee are given herein below:

B. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted to
review/recommend the remuneration package of the Managing Director / Whole Time Director(s)
/ Managers based on performance and defined criteria. The Nomination & Remuneration
Committee of the Board comprises of Independent/Non-Executive Directors namely

Mr. Dhruv Jain Chairman

Mr. Pruthveesh Shetti Member (Resigned w.e.f. 29-03-2024)

Mr. Manoj Sethia Member

Mrs. Sharmiladevi Jitendrakumar Chopra Member (Resigned w.e.f. 1 1 -03-2024)

Mrs. Madhubala Deepak Choudhari Member (Appointed w.e.f. 29-03-2024)

Mr. Siddharth Pradip Bhirdi Member (Appointed w.e.f. 29-03-2024)

During the year under review, Two Meeting of Nomination and Remuneration committee were
held on 22-06-2023 and 29-03-2024

^ Details of remuneration paid to Directors for the financial year 2023-24 are as under:

> Performance evaluation criteria of Independent Director

Pursuant to provisions of Section 178 of Companies Act 2013 and Listing regulations, the
Nomination & Remuneration Committee has formulated a policy on board evaluation of individual
directors. The evaluation is based on various factors which are follows:

• Participation at Board/ Committee Meetings

• Contributions at Meetings

• Knowledge and skills

• Discharging Role, Functions and Duties

• Personal Attributes

C. Stakeholders Relationship Committee:

The Company has constituted stakeholder’s relationship committee comprising of three
independent directors and one non-executive director.

The purpose of formation of Committee is to, inter alia, to approve issue of duplicate share
certificates and oversee and review all matters connected with the transfer of securities. The
Committee also reviews the performance of the Registrar and Transfer Agent besides
supervising the mechanism of investor grievance redressal to ensure cordial investor
relationship.

Mr. Siddharth Pradip Bhirdi Chairman (Appointed w.e.f. 29-03-2024)

Mr. Dhruv Jain Member

Mr. Pruthveesh Shetti Member (Resigned w.e.f. 29-03-2024)

Mr. Manoj Sethia Member

Mrs. Sharmiladevi Jitendrakumar Chopra Member (Resigned w.e.f. 1 1 -03-2024)

Mrs. Madhubala Deepak Choudhari Member (Appointed w.e.f. 29-03-2024)

During the year under review, Four Meeting of Stakeholders Relationship Committee were
held on 30-05-2023, 14-08-2023, 10-11-2023 and 14-02-2024

During the year under review one complaint was received which was resolved. No complaint

was pending for resolve at the beginning and end of the year.

D. Meeting of Independent Director:-

As mandated by the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, a separate meeting of Independent Directors
was held on 29-09-2023 annual evaluation of the following;

^ the performance of non-independent directors and the Board of directors as a whole;

^ the performance of the Chairperson of the Company, considering the views of non¬
executive directors;

^ the quality, quantity and timeliness of flow of information between the company
management and the Board of Directors that is necessary for the Board to effectively
and reasonably perform their duties.

E. CSR Committee - Details has been given in CSR report attached to the Directors report.

F. Senior management

Senior Management comprises of

Mr. Shreyans Rajendrakumar Choudhari - CFO

Ms. Bhakti Dnyaneshwar Kapratwar - Company Secretary

Mr. Shrikant Patil - Unit Head

Mr. Satappa M Borwadkar - Accounts Incharge

During the year under review Ms. Bhakti Dnyaneshwar Kapratwar was appointed w.e.f.
22-06-2023 as Company Secretary and Compliance officer

1. Remuneration of directors:

a. All pecuniary relationship or transactions of the non-executive directors vis-a-vis
the listed entity - NIL

b. Criteria of making payments to non-executive directors is available on the website
of the company i.e. www.girnarspintex.com

c. disclosures with respect to remuneration:

i. elements of remuneration package of individual directors;

ii. Service contracts, notice period, severance fees; As per the prevailing
rules of the company

iii. Stock option details, if any and whether issued at a discount as well as
the period over which accrued and over which exercisable - The

Company does not have any Employee Stock Option Scheme.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 1 34(3)(a) and as provided under sub-section (3) of Section 92 of the
Companies Act, 2013 an extract of the annual return in prescribed form MGT - 9 has been
posted on the website of the company i.e. www.girnarspintex.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure 2.
CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2) of LODR, 2015 the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and
clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V are not applicable to the Company. Hence Corporate Governance Report has not been
attached to the Directors Report.

AUDITORS AND AUDITORS REPORT

(a) Statutory Auditor & Audit Report

Sanjay Vhanbatte and Company, Chartered Accountants (ICAI Firm Registration No.
1 1 2996W) was inadvertently reappointed as a Statutory Auditor of the company in the 31^st
Annual General Meeting held on September 29, 2023. Hence Sanjay Vhanbatte and
Company through their email dated, February 05, 2024 vacated the office of Auditor. In
order to fill up such casual vacancy, the company has appointed Nenawati and Associates,
Chartered Accountants, to conduct the audit in the Board Meeting held on February 1 0, 2024.

After conducting a detailed evaluation and based on the recommendation of Audit
Committee, the Board approved the proposal for placing at the 32nd AGM the matter of re
appointment of Nenawati and Associates, Chartered Accountants as statutory auditors of the
Company for a term of 5 years from the financial year 2024-25 onwards on such terms and
conditions and remuneration as may be decided by the Audit Committee. A resolution to that
effect forms part of notice of the 32^nd AGM sent along with this Annual Report.

(b) Cost Auditor:

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company has maintained cost records and its audit has
been done by Mr. Nilesh Chalke, Cost Acccountants, Nipani

(c) Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has
appointed Shrenik Nagaonkar & Associates, Practicing Company Secretaries as Secretarial
Auditor to carry out the secretarial audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith marked as Annexure 3 to this Report.

Detailed reply to the remarks, observation by Statutory Auditor and Secretarial Auditors
are given in as below

i) Reply to remarks, observation by Statutory Auditor

a. With reference statutory auditor remark on nonpayment of disputed statutory dues
we wish to inform you that the same has been waived by pursuant to NLCT order
31.07.2018 hence not payable.

b. With reference to statutory auditor remark about cash loss Directors wish to inform
you that adverse market conditions and higher raw cost has resulted into losses
however Board hereby confirm that this wont affect going concern status of the
company.

ii) Reply to remarks, observation by Secretarial Auditor -

a. With reference to Secretarial Auditor remark Board hereby inform you that
Reappointment of M/s. Sanjay Vhanbatte and Company was made inadvertently
in the 31^st Annual General Meeting held on September 29, 2023. However the
Company has rectified the same by appointing M/. Nenawati and Associates,
Chartered Accountants as auditor of the company. Form ADT-1 was not filed due
to system error. It will be filed soon.

(d) Internal Audit

Pursuant to provisions section 138 of Companies act 2013 read with Companies (Accounts)
Rules 2014, the board on recommendation of Audit Committee appointed M/s Thigale
Utturkar and Associates Chartered Accountants as the Internal Auditor of the Company. The
Management regularly reviews the findings of the Internal Auditor and takes effective steps
to implement suggestions of the Internal Auditor.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):

During the year 2022-23 i.e. Previous year

i. net worth of Company does not exceed rupees five hundred crore or more, or

ii. turnover of Company does not exceed rupees one thousand crore or more or

iii. a net profit of Company does not exceed rupees five crore or

hence the provisions of Corporate Social Responsibility are not applicable to the company for FY

2023-24. Company has formed CSR committee which comprises of

Mr. Pruthveesh Ravi Shetti, Independent Director (Resigned w.e.f. 29-03-2024)

Mr. Siddharth Pradip Bhirdi, Independent Director (Appointed w.e.f. 29-03-2024)

Mr. Dhruv Jain, Independent Director

Mr. Deepak Chaganlal Choudhari, Managing Director of the Company

The Corporate Social Responsibility (CSR) Committee was constituted as per Section 134 of
Companies Act 201 3.

The purpose of the committee is formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be undertaken by the company as
specified in Schedule VII and recommend the amount of expenditure to be incurred on these
activities and to monitor the Corporate Social Responsibility Policy of the company from time to
time. The policy framed by CSR Committee has been Approved and adopted by the Board of
Directors.

During the financial year 2021-22 the profit of the company exceeded Rs. 5 Five Crores hence
provisions of CSR were applicable to the company for 2022-23. Company runs project of
providing medical benefits to poor and needy people. As against CSR Liability of Rs. 5.61 Lakhs
for FY 2022-23, company has spent Rs. 6.00 Lakhs which is excess by 0.39 Lakhs. This amount
was spent for kidney transplant. Due to medical situation of patient, company couldn’t spend CSR
amount in 2022-23 however company has spent the same in April 2023 i.e. in FY 2023-24

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, with respect to
Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31, 2024 and of the profit and
loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

(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.

INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the
explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal
financial control system commensurate with the size and scale of its operations and the same has
been operating effectively.

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

The information as required under Section 1 34(3)(m) of The Companies Act, 201 3 read with Rule
8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

The Company has been taking various steps and measures to improve efficiency in use of energy
and optimize conservation of the energy by increasing the efficiency of raw material inputs in
power generation and by reducing/eliminating wastages and reducing consumption of power
and fuel.

LED tubes fitted to save the energy and also proper power banks introduced whenever
necessary. In spite, Conservation of energy and improving the efficiency of existing resources is
continuing processes and form an integral part of responsibilities of departmental heads of the
Company.

B. Technology absorption:

During the year under review, the Company had purchased various new machineries. The
Company has also replaced spares parts of old machineries to make it functional. The resulted
and helped company to start commercial production of yarn.

C. Foreign exchange earnings and Outgo:

Particulars Current Year Previous Year

In ' In USD In ' In USD

Foreign Exchange Earnings Nil Nil Nil Nil

Foreign Exchange Outgo Nil Nil Nil Nil

VIGIL MECHANISM

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policy to
deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy
are provided in the Corporate Governance Report and also hosted on the website of the
Company. No frauds reported by auditors under sub-section (12) of section 143

During the year under review, the Company has an Internal Complaint Committee as required
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and, there were no compliant received during the year. 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, 201 3

PERFORMANCE OF EMPLOYEES:

1) The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:

1. Since the Directors didn’t take any salary in current year % increase in remuneration is not
applicable

2) Details of the top ten employees of the Company in terms of remuneration drawn as
required pursuant to 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 :

Nobody holds any shares and none of the above is relative of any director or manager of the
company

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with the
provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is responsible
for reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Policy to manage risk is also
placed on the website of the Company. During the year, risk analysis and assessment was
conducted and the details of the same are covered in the Management Discussion and Analysis
Report of the Company.

FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations
2015 , the Company has formulated a programme for familiarizing the Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc. through various initiatives.
Details of the Familiarization Programme of the Independent Directors are available on the
website of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial
standards. The same has also been confirmed by Secretarial Auditors of the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed
suspense account of the Company as on 31 March 2024. Hence disclosures required under Part F
of Schedule V of the Listing Regulations is not applicable

DETAILSOF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTSOR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

No significant orders were passed by any court.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Except Mr. Deepak Choudhari and Mrs. Madhubala Choudhari who are husband and wife none
of other directors are related to each other.

NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON- EXECUTIVE
DIRECTORS

None of non-executive directors hold shares in the Company.

WEB LINK WHERE DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO
INDEPENDENT DIRECTORS IS DISCLOSED

Familiarisation programme for independent directors is available on the website of Company.i.e.
www.girnarspintex.com.

CONFIRMATION THAT IN THE OPINION OF THE BOARD, THE INDEPENDENT DIRECTORS
FULFILL THE CONDITIONS SPECIFIED IN THESE REGULATIONS AND ARE INDEPENDENT OF
THE MANAGEMENT

Board hereby confirm that Independent directors fulfil the conditions specified in SEBI (LODR)
201 5 and are independent of the management

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, financial institutions business
associates, consultants, customers, suppliers, contractors and various Government Authorities for
their continued support extended to your Companies activities during the year under review. Your
Directors also acknowledge gratefully the shareholders for their support and confidence reposed
on the Company.

By Order of the Board of Directors
Deepak Choudhari

Date: 14-08-2024 Chairman and Managing Director

Place: Kolhapur DIN - 03175105