Directors Report of Gabriel Pet Straps Ltd.

Mar 31, 2025

11 gives us great pleasure to present, on behalf of the Board of Directors of your Company, the
Second Board''s Report on the financial and operational performance of M/s, Gabriel Pel Straps
Limited (‘GPSLY’/the Company) and the Audited Statements of Accounts for the period ended
March 31, 2025, together with the Auditors'' Report,

1. FINANCIAL SUMMARY AND HIGHLIGHTS;

The summarised Financial results of the Company for the period is given below:

Particulars	For the period ended March 31, 2025	For the period ended March 31, 2024
Total Revenue	3,08,438.55	1,07,197.42
Total Expenditure	2,88,684.17	98,466.94
Profit before exceptional and extraordinary items and tax	20,827.21	8,799 65
Profit ( [Loss) before taxation	20,827.21	8,799.65
Tax Expense, including Deferred Tax Income	5,246.00	2,291.28
Profit / (Loss) for the period	15,581.21	6,508.37
Total comprehensive income/(expenses) for the period	15,581.21	6.508.37
Earnings per share fINR]	2.78	2.46

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under review, the Company continued to strengthen its operations and expand
its market presence in the PET strap industry Gabriel Pet Straps Limited is engaged in the
manufacture of Polyester (PET) Straps, an eco friendly and cost-effective alternative to steel
strapping, used extensively across industries such as steel, aluminium, cotton, paper,
construction, timber and packaging.

*

The Company operates from its modern manufacturing facility at Rajkot, Gujarat, with an
installed capacity of 8-15 metric tonnes per day. Its products are marketed to a diversified base
of more than 1,000 customers across 10 states in India, supported by a dedicated workforce of
26 employees.

The financial performance of the Company for the year ended 31" March, 2025 has been
significantly stronger compared to the previous year. The Company achieved a total revenue
from Operations of ^3084.38 lakhs as against ? 1071.97 lakhs in FY 2023-24, registering a
growth of over 187.73% year-to-year. The Profit After Tax (PAT) stood at ? 155.81 lakhs as
against *65.O8 lakhs in the previous year, reflecting a growth of around 140%.

The proceeds from the Company''s SME IPO on BSE (February 2024) have been deployed as per
the stated objectives, including debt repayment, capacity expansion (including investment in
renewable energy through a solar power plant and general corporate purposes. This has
resulted in a stronger balance sheet and improved liquidity position.

3. TRANSFER TO RESERVES;

The Company has not transferred any amount to the General Reserves for the financial year
under review.

4. DIVIDEND:

The Company has not declared or paid any dividend for (he financial year ended on March 31,
2025.

$. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company and it continues
to concentration its own business.

6. SUBSIDIARIES AND ASSOCIATES:

During the financial year under review, the Company did not have any subsidiary company,
However, subsequent to the closure of the financial year, the Company has incorporated a
wholly owned subsidiary, namely M/b. Gabriel Ingrevia Limited (ClN:
(J2012 1GJ2025PLC 161342), on April 09, 2025. The particulars of the said subsidiary shall be
reported in the next financial year as per the provisions of the Companies Act, 2013 and the
applicable rules thereunder.

The Company does not have any associate company or joint venture within the meaning of
Section 2(6) of the Companies Act. 2013, during the financial year under review.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND TILL THE DATE OF
THE REPORT: ¦

After the closure of financial year, following material changes and commitment occurred:

Authorised share capital of the Company has been increased from Rs, 5,00,00,000/-
(Rupees Six, Crore only) divided into 60,00,000 (Sixty Lakhs} equity shares of Rs 10/-
(Rupees Ten only) each to Rs. 10,00,00.000/- (Rupees Ten Crore only) divided into
1,00,00,000 (One Crore) equity shares of Rs. 10/ - (Rupees Ten only) each vide resolution
passed in Extra-ordinary General Meeting of the Company held on August 29. 2025.

The Company has taken consent of its members in the Extra-ordinary General Meeting of
the Company held on August 29, 2025 for issuing 19,95,400 (Nineteen lakh Ninety-Five
thousand Four Hundred) Equity Shares at the price of Rs. 256/ per share (Rupees Two
Hundred Fifty-Six only) (Face Value of Rs. 10/- (Rupees Ten only) each plus a premium of
Rs 246/- (Rupees Two Hundred Forty Six only) per share) to Non Promoter on cash basis
for total aggregating to Rs. 51,08,22,400/- | Rupees Fifty-One Crore Eight Lakh Twenty-Two
Thousand Four Hundred Only), on preferential allotment basis in compliance with Chapter
V of SEBJ (ICDR) Regulations, 2018.

The Company has taken consent of its members in the Extra-ordinary General Meeting of
the Company held on August 29. 2025 for issuing. In one or more tranches, upto 15,30,000
(Fifteen Lakhs Thirty Thousand) fully convertible warrants (“warrants’), each convertible
into, or exchangeable, at an option of Proposed Allottees, within a maximum period of 18
months from the date of allotment of warrants into equivalent number of fully paid Up equity
share of the Company of face value of Rs, 10/- (Rupee Ten Only] each at ? price of Rs. 256/
per warrant (Rupees Two Hundred Fifty-Six Only) each payable in cash (“Warrant Issue
Price"), aggregating upto Rs. 39,16.80.000/ (Rupees Thirty-Nine Crone Sixteen Lakhs
Eighty Thousand Only), to the proposed allottees being Member of Promoter Group
(Proposed Allotees’|. on preferential issue basis in accordance with the provisions of
Chapter V of the SEDl ICDR Regulations.

Except the above, no other material changes and commitments have been occurred between the

end of the financial year to which these financial statements relate and the date of the report,

8. CAPITAL STRUCTURE AND DETAILS REGARDING FURTHER ISSUE OF SHARE
CAPITAL:

During the reporting period, following changes were made in capital structure of the Company:

a. Authorised Share Capital:

- Authorised Share Capital of the Company has been increased from of Rs, Rs* 5_tOO_rOO.000/-
(Rs. Five Crore only/-) divided into 50,00,000 equity shares of Rs, 10/- each to Rs,
6,00,00,000/- (Rs. Five Crore only/-) divided into 60,00,000 equity shares of Rs. 10/- each
in an Extra-ordinary General Meeting of the members of the Company held on January 17,
2024.

b. Paid up Share Capital:

m

- Preferential Issue: Paid up capital of the Company has been increased from Rs.
2.64,68,400 divided into 26,46,840 equity shares of Rs, 10/- each to Rs. 5,59.83,400
divided into 55,98.340 equity shares of Rs. 10/- each by way of allotting equity shares cm
Private Placement basis in Board Meeting held on February 19, 2025.

9. EQUITY SHARES WITH DIFFERENTIAL RIGHTS’

Since your Company has not Issued Equity Shares with Differential Rights, no disclosures under
Rule 4(4) of the Companies (Share Capital and Debentures Rules. 2014 are required to be made
in this report.

10. EMPLOYEE STOCK OPTION/PURCHASE SCHEME;

Since your Company does not have any Employee Stock Option/Purchase Scheme and has not
issued any shares under any such scheme, no disclosures under Rule )2|9| of the Companies
(Share Capital and Debentures) Rules. 2014 are required to be made in this report

11. DISCLOSURE UNDER RULE 16(4) OF THE COMPANIES (SHARE CAPITAL AND
DEBENTURES), RULES, 2014:

Since your Company has not provided for any money or has given any financial assistance to
the employees for purchase of Shares of your Company, no disclosures under the said Rule are
required to be made in this report,

13, HUY BACK OF SECURITIES:

Since the Company has not bought back any securities during the year, no disclosure relating
to buy back required to be made in this report.

13. ISSUE QF SWEAT EQUITY SHARES:

During the reporting period, the Company has not issued sweat equity shares of any class as
provided u/s 54 of the Companies Act, 2013. Hence, the disclosure of the same is not required.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND;

The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply as the
Company is newly incorporated Company and no dividend was declared amount which was
declared and not paid.

15. DISCLOSURE UNDER SECTION 149(10) OF THE ACT:

Since no independent director was re appointed during the financial year under review,
disclosures under section 149(10) ar^ not required to be included in the Board''s Report,

16, COMPANY POLICIES IN ADHERENCE TO SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS* REGULATIONS. 2015:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
formulae ion of certain policies for all the listed companies. All the policies are available on rhe
Company’s website i.e,_T hu&s:/ / www.aabrielpetstraps.com/. The policies are reviewed
periodically by the Board and updated based on need and new compliance requirements.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP|:

As on March 31, 2025, the Board of Directors of your Company comprises of 6 (Six* Directors
out of which 2 (Two) are Non -Executive Independent Directors, 1 (One) is Non-Executive Woman
Director and 3 (Three) are Executive Directors. The Chairman is an Executive Director. The
Board composition is in compliance with the requirements of the Act. the SEBI Listing
Regulations and the circulars } directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act.
the SFJBl Listing Regulations, and other laws, rules, guidelines as may be applicable to the
Company, The Nomination ft Remuneration Committee {‘NRC") of the Company exercises due
diligence inter -alia to ascertain the fit and proper'' person status of person proposed to he
appointed on the Board of Directors of the Company, and if deemed fit. recommends their
candidature to the Board of Directors for consideration.

During the year under review, there was no appointment or cessation of any director of the
Company. However, after closing of financial year, based on the recommend a lion of Nomination
?nd Remuneration Committee, Board of directors has proposed appointment of Mr. Shrenik
Hitenbhai Vora (DIN: 112187S7|, who has submitted a declaration that he meets the criteria of
Independence as provided under the Act and the SEBI Listing Regulations, as an Independent
Director of the Company for the term of five years starting from October 01, 2025 for approval
of members in the pursuing Annual General Meeting..

During the F.V. 2024 25, Ms. Khyari H- Gandecha had given her resignation as Company
Secretary and Compliance Officer of the Company W.C.f, October 08, 2024 and based on
recommendation of NRC. Board of Directors had appointed Ms. Ekia S. Mohinani as Company
Secretary and Compliance Officer of the Company w.e.f. October 09. 2024

The Company has the following Directors and KMPs as on March 31, 2025:

Name of Director/KMP	Designation	Date of Appointment
Mr. Jay Parcshbhai Shah (DIN: 08959842)	Managing Director & CFO	03,08,2023 [as Managing Director} 25.10.2023 (as CFO*
Mr. Vivek Dharmcndrabhai Kavathiya [DIN: 08992334*	Whole time Director	03.08.2023 [as Whole-time Director*
Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843}	Whole-time Director	03.08.2023 (as Whole-time Director)

Mrs. Aarti Jaybhai Shah (DIN:08959843)	Non executive Woman Director	31.08.2023
Mr. Parshun Rhuveshbhai Vara (DIN; 10373409)	Independent Director	10.11 .2023
Mr. Sandeep Patidar (DIN: 10388169)	Independent Director	10.11.2023
Ms. Ekta S. Mohinani	Company Secretary	09.10.2025

AH the Directors of the Company possess appropriate balance of skills, experience, and
knowledge, as required by the Companies Act, 3013 and criteria specified in Nomination and
Remuneration Policy.

Ail members of the Board of Directors and senior management personnel affirmed compliance
with the Company’s Code of Conduct policy for the financial year 2024-25.

As per the provisions of the Companies Act, 2013, Mr Vjmalbhai Dayabhai Varafiudu (DIN:
08959843), Whole time Director is liable to retire by rotation at the ensuing Annua] General
Meeting and, being eligible, olTers himself for re-appointment.

A brief note on director retiring by rotation and eligible for re-appointment is furnished as an
Annemre - 1,

18, DECLARATION FROM INDEPENDENT DIRECTOR®;

Independent Directors have submitted their declarations as required under Section 149(7| to
the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 read with rules framed there under.

Further, Independent Directors have also duly submitted their declarations as required under
provisions of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirement),
Regulations, 2015 pertaining to fulfilling the criteria of independence as per Regulation 16( l)(b)
of SEBI (LODR) Regulation, 2015,

19. DISCLOSURE UNDER SECTION 19T( 14) OF THE ACT:

Section 197(14} lays down that any Director who is in receipt of any Commission from the
Company and who is a MD/WTD shall not be disqualified from receiving any remuneration or
commission from any holding or subsidiary'' company subject to its disclosures in the Board''s
Report. The Company is not required to provide disclosure under Section 197(14) of the Act, as
no such instance has arisen.

20. DISCLOSURE UNDER SUB-RULE 4 OF RULE 8 OF COMPANIES (ACCOUNTS) RULES,
2014:

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated,
considering the views of executive directors and non executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which
the performance of the board, its committees and individual directors was also discussed,
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

21. BOARD OF DIRECTORS:

a. Number of Board Meetings;

During the financial year 2024-25, the Board of Directors met 1 2 [Twelve) times. The dates on
which the Board Meetings were held are 30,05,2024. 21.05,2024. 12.07.2024, 05.09.2024,
08-10-2024, 14.11.2024, 18.12.2024, 23.12 2024, 29.01.2025, 03.02.2025, 19 02 2025 and
26.03.2025.

The Meetings of the Board are held at regular intervals with A time gap of not more than 120
days between two consecutive Meetings in terms of the Regulation 17|2| of Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the Stock Exchanges, Secretarial Standards and the provision of Companies Act. 2013.
The Notice and Agenda of the Meetings were circulated to Directors in advance. Minutes of the
Meetings of the Board of Direciors were circulated amongst the Directors for their perusal.

During the financial year 2024-25* there were no resolutions passed through circulation.

b> Attendance of Directors at Board Meetings and last Annual General Meeting (AGM|:

Name of Director	Nature of Directorship	No. of Meetings attend during the year
Mr, Jay Parcshbhai Rhah (DIN: 089598421	Managing Director ft, CFO	12
Mr. Vivek Dhannendrabha| Kavathiyu (DIN:08992334)	whole-time Director	12
Mr. Vimal bhai Daya bhai Varasada	Whole-time Director	12

[DIN: 08959843)
Mrs. Aarti Jaybhai Shah (DIN: 08959843)	Non executive Woman Director	12
Mr. Darshan Bhavoshbhai Vora (DIN: 10373409)	Independent Director	12
Mr. Sandeep Patidar (DIN: 10388169)	Independent Director	12

c. Retirement by Rotation;

Pursuant to Lhe provisions of Section 152(6! and other applicable provisions of the Companies
Act, 2013 and Articles of Association of the Company, Mr. Vimalbhai Dayabhai Varasuda I DIN;
08959843), Whole-time Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for re appointment-

22, AUDIT COMMITTEE:

A- The composition Of the Audit Committee;

The Board of Directors of the Company had duly constituted the Audit Committee on I0^lh
November, 2023 under the applicable provisions of the Companies Act. 2013 and the SEBI
(Listing Obligations and Disclosure Requirements! Regulations, 2015,

During the financial year 2024-25, 6 (six! Audit Committee Meetings were held, The said
meetings held at regular intervals with a Lime gap of not more than 120 days between two
consecutive and quorum was preisent at the meetings.

The composition of Audit Committee and the details of meetings attended by its members are
given below:

Name of Member	Designation In Committee	No. of Committee meetings attended during year
Mr- Sandeep Patidar (DIN: 10388169!	Chairman	3
Mr. Darshan Bhaveshbhai Vora (DIN: 10373409!	Member	3
Mr. Shah Jay Pareshbhai (DIN; 08959842!	Member	3

The Company Secretary .acts as the Secretary of the Audit Committee,
b. Recommendation by Audit Committee:

All recommendations of the Audit Committee have been approved and accepted by the Board-

23. NOMINATION AND REMUNERATION COMMITTEE:

a. The composition of the Nomination and Remuneration Committee:

The Board of Directors of the Company had duly constituted the Nomination and Remuneration
Committee on 1O^¹ November. 2023 under the applicable provisions of the Companies Act, 2013
and the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2024-25, 3 (three! Nomination Lind Remuneration Committee Meeting
was held. Necessary quorum was present at the meeting.

The composition of Nomination and Remuneration Committee and the details of meetings
attended hy its members are given below:

Name of Member	Category	No. of Committee meetings attended during year
Ms. Aarti Jaybhai Shah (DIN: 10134922)	Chairman	3
Mr. Darshan Bhaveshbhai Vora (DIN: 10373409)	Member	3
\1r. Randecp Paridar (DIN:10388159)	Member	3

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

24. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

a. The composition of the Stakeholders'' Relationship Committee:

The Board of Directors of the Company had duly constituted the Stakeholders’ Relationship
Commit tee on 1Q¹''¹ November, 2023 under the applicable provisions of the Companies Act, 2013
and the 5EBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2024-25, 1 |0nc) Stakeholder*¹ Relationship Committee Meeting was
held. Necessary quorum was present at the meeting.

The composition of Stakeholders'' Relationship Committee and the details of meetings attended
by its members are given below:

Name of Member	Category	No. of Committee meetings attended during year
Mr. Darshan Bhsveshbhai Vora (DIN: 10373409)	Chairman	1
Mr Sandcep Patidar (DIN: 10388169)	Member	1
Mr. Vimalbhai Dayabhai Varasada |D1N: 08959343)	Member	1

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

35. VIGIL MECHANISM:

The Company has a robust vigj] 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 Listing Regulations.

The Company has adopted a Whistle Blower policy, which provides a mechanism for employees
of the Company to approach the Audit Committee of the Company and protected disclosure to
the management instances of unethical behaviour, actual or suspected fraud or violation of the
Code of Conduct.

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website oT the
Company at https . tWWW . ¦ ¦¦ .]¦¦¦¦ *. in . rah ; lieu i ml-

36. DISCLOSURE IN. TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
[PREVENTION, PROHIBITION AND REDRE$$AL1 ACT, 2013;

The Company has Zero Tolerance towards sexual harassment at workplace and has adopted a
Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules framed thereunder that provides a mechanism for the resolution, settlements or
prosecution of acis or instances of sexual harassment at workplace and to ensure that all
employees are treated with respect and dignity. All employees
(Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy is
gender neutral.

During the year under review, no Complaints with allegations or Sexual Harassment were
received by the Company, A copy of policy i3 placed on the website of the Company at

https://www.gabnelpets traps. com /corporate- poljcies.html,

27, POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Pursuant to Section 134(3) read with Section 176 of the Companies Act, 2013, the Nomination
and Remuneration policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of Directors
and Policies of the Company relating to remuneration to Directors, KMP and other employees is
available on the Company¹^ website at https://www.eabrie!pe t stra ns. com /corporate-
policies, him I.

28. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of conduct in terms of the SEB1 (Prohibition of Insider
Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons
towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation
3 of SER! (Prohibition of Insider Trading) Regulations. 2015, the Board of Directors of the
Company has duly approved and adnpied the code of practices and procedure for fair disclosure
of Un published Price Sensitive Information and formulated the code of conduct of the
Company.

The code is applicable to Directors, Employees, Designated Persons and other connected
persons of the Company; the aforesaid code of conduct Tor prevention of insider Trading is duly
placed on The Website of the Company at https://www.ga brie I i3etsLraps.com/corpor ate -
policies,html,

29. INTERNAL FINANCIAL CONTROLS:

The Company has put in place adequale, strong and effective internal control systems with best
processes which commensurate with its size and scale of operations and ensures that all the
assets are safeguarded and protected and that transactions are authorised, recorded and
reported correctly. The internal audit covers a wide variety of operational matters and ensures
compliances with specific standard with regards to availability and stability of policies and
procedures. During the no reportable material weakness in the design or operation were
observed.

30. CORPORATE SOCIAL RESPONSIBILITY |CSR):

The provisions of Section 135 of the Companies Act, 2013 cm Corporate Social Responsibility is
not applicable to the Company.

31. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the
Company as required under Section 197112} of the Companies Act, 2013 read with Rule 5 of the
Companies \ Appointment and Remuneration of Managerial Personnel) Rules. 2014 has been sel
out as Anntxure - 2 to this Report, attached hereto.

32. DEPOSITS:

During the year under review, the Company has not accepted any deposit covered under the
Chapter V of the Companies Act, 2013.

The Statement thereof is furnished here as below

Sr. No.	Particulars	Amount In INR Thousands
L	Accepted during ihe year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	Mol Applicable
3.	Whether there has been any default in re payment of deposits or payment of| interest thereon during the year and if no, number of such coses and the total amount involved	Not Applicable
3.1	at the beginning of the year	Not Applicable
3.2	maximum during the year	Not Applicable
3.3	at the end of the year	Not Applicable
4.	Deposits which are not in compliance with the requirements of Chapter V of the Art	7000

During the Financial ''par 2024-25, the Company Has received deposit in contravention requirement of Chapter V
of the Act. However, all the deposits were repaid during the financial year.

33. CHANGE OF REGISTERED OFFICE

During the reporting period, the Company had not changed its registered office.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

During the year under review, no significant and material orders were passed by any Regulator.
Conn. Tribunal, Statutory and quasi-judicial body having impact on the going concern status
of the company and its future operations

35. STATUTORY AUDITORS:

M / s. Pranav R. Shah &Co (FRN: I39686W|. Chartered Accountants, Rajkot was appointed as
statutory auditors of the Company in I* Annua] General Meeting For the term of five years
starting From the conclusion of 3''¹ Annual General Meeting till the conclusion of 6^lh Annual
General Meeting,

36. STATUTORY AUDITORS’ REPORT:

The Statutory Auditors’ Report on the Accounts of the Company for the financial year ended on
March 31,2025 is attached to the Financial statements,

3T. SECRETARIAL AUDITORS;

M/s. Fooja R. Vaghela St Associates |Membership No, 58593), Practicing Company Secretaries
(COP No. 25482|, Rajkot is appointed as the Secretarial Auditors of the Company for conducting
secretarial audit and furnish secretarial audit report for Financial Year 2024-25,

38. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report is attached herewith in Form MR 3 ll/S 204 of the Companies Act,
2013 as Annexu re - 3,

39. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the reporting period the Company had given loan as follows:

Sr. Ho.	Loan Given to	Type of Loo*	Amount or Loan	Terms of Repayment	Purpose of Loan
1.	Ditto Surface* India LLP	Working Capital Loan	Its. 2,00,20,712/	On Ormund	PncirijiaL Hu much*. Activity __i

a.	Credence Solar ftindi Private Jamil rd	WnrkinR Capital Loan	Rs. 2,50,96,164/	On rVmantl	F''rinnpn.L Busmens, Acfivily
3-	Glance Fabric 1 1 11	Working Capital In.''in	Ks. 1,00,21,452/-	On Dcimuid	Prinripul Business Arlivity
4,	Globeul Spin LLP	Working Capital Loan	Ha. i,M)r14,4L4/-	On l^mwiil	}“n nopal Huninesa Activity
s.	M flrvrn Elrcnenis LLP	Working Capital Loon	Ro. 40.09.616/-	On Demand	Principal Activity
e.	Kenilworth Consultnmry Services LLP	Working Capital Loan	Ks. 2.51,07,260/	(Jn Demand	Pnni LjTHl Bu&mrss ArLivity
7.	Spyru Crms N Jwrllrn LLP	Working Capital Loan	ka. 12,50.21,023/	On Demand	PnncipiiL Busmens Artiviiy
9.	Stur Import Export I.LP	Working Capital Loan	Kb. 1,00,31,069/	On Onpimrl	Principal Rue-mr** Activity
9.	VimjiLljhai D Varandn	Working Capital limn	Ra. S0.00.000/	On Demand	rymeipul Business Activity
ID.	PHroR Sunil Ag&rwal	Working capital Loan	Ks, 45.00.000/-	On Demand	fyincipaL Business Activity
It,	Jay P, Shah	Working Capital Loan	Ns 75.00,000/	Within 36 JlltJllttlS	Principal newness Activity
14.	Vivpk D. Kwalhfya	Working CapitAl Loan	Pi 75.00,000/	Within 36 months	Pruiripal DilK-inr~ss Artiviiy
13.	Jose Schubert De Lourdes Cnltn	Working Capital iDan	Ra, 50 00,000/	Within 36 months	Ihtncipiii Business Activity

Except above, the Company had not given any guarantee, security and made any investment
during the reporting period.

40, PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has no! entered into any contract or arrangements
with any related party as per section 168 of the Companies Act. 2013,

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as per section I34[3]fm) of the Companies Act, 2013 read with rule 8 of the
Companies (Accounts] Rules, 2014 are provided below:

j.	The steps taken or impact un conservation of energy	No specific steps were taken
ii.	The steps taken by the company for utilising alternate sources of energy	Not. Applicable
iii.	The capita] investment on energy conservation equipment	NIL

(B] Technology absorption;

l.	The efforts made towards technology absorption	No specific steps were taken
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
iii.	In case of imported technology (imported during the last three years reckoned from die beginning of the financial year)	During the reporting period, there was no import of technology
a.	The details of technology'' imported	Not applicable
b.	The year of import	Not applicable
c.	Whether the technology7 been fully absorbed	Not applicable
d.	If not fully absorbed, areas where absorption has not taken place, and Che reasons thereof	Not applicable
iv.	The expenditure incurred on Research and Development	NIL

(C| Foreign exchange earnings and Outgo:

During The year under review, there was no foreign exchange earnings and out go.

42, EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL
AUDITORS:

Auditors''Comment 1;

In our opinion and according to information and explanation provided to us. in respect of loans,
investments, guarantees and security, the Company has granted a loan to one of its directors
in contravention of section 185 of the Act for very short span or time.

Board "s explanation 1;

The Board respectfully submits that the said loan was advanced inadvertently and purely out
uf exigency, without any mala fide intent, The loan was outstanding only for a very short period
and has since been repaid in full. The Company has neither suffered any loss nor has the
transaction caused any prejudice to the interests of shareholders or stakeholders.

The Board has taken note of the Auditor’s observation and has put in place stricter internal
controls and compliance monitoring aysiems to ensure that such non compliance does not recur
in the future.

Auditors’ Comment 2:

In our opinion and according to information and explanation provided to us. in respect of
Chapter V of the Act, during the year under review the Company has received deposit in
contravention requirements of Chapter V of the Act. However, all the deposits were repaid during
the financial year

Board’s explanation 2:

The Board submits that the said acceptance of deposits was inadvertent and arose due to
business exigencies, without any mala fide intent. The Company has since repaid the entire
amount of such deposits during the same financial year, and no amount remains outstanding.

The Board lias duly noted the observation of the Auditors and lias taken, corrective measures to
strengthen internal controls and ensure strict compliance with the provisions of Chapter V of
the Act going forward-

Auditors'' Comment 3:

Tile Secretarial Auditors have observed Lhat there was a delay in filing of Form SH-7 with the
Registrar of Companies,

Board''s explanation 3:

The Board submits that the delay in filing was solely due to technical errors on the Ministry of
Corporale Affairs (MCA) portal at the relevant time. The Company had completed all internal
formalities within the prescribed time, and there was no lapse on the part of the management
in this regard. The form has since been successfully filed with The Registrar of Companies, and
the necessary compliance has been completed,

The Board assures that greater care will be taken in monitoring such compliances and adequate
internal checks have been pul in place to ensure timely filing of statutory forms in the future.

Auditors'' Comment 4:

The Company has not filed the Resolution as required to be filed under Section 1 1 7 of the Act
with the office of the Registrar nf Companies, which has been approved by the Board in its
meeting held on February 19, 2025.

v

Board''s explanation 4;

The Board assures that this lapse was unintentional and did not cause any prejudice to the
itueresis of the Company or its stakeholders. The Company has strengthened its compliance
monitoring mechanism to ensure that all statutory filings are made accurately and within the
prescribed timelines in the future.

Except as stated above, the Statutory Auditors and Secretarial Auditors have not made any
other qua! ificiit ions, reservations, adverse remarks, or disclaimers in their respective repo its.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION
[12| OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:

During the year under consideration. there were no such instances.

44, SECRETARIAL STANDARDS COMPLIANCES:

The Company is duly following applicable Secretarial Standards iSS ] - Secretarial Standard on
Meetings of The Board of Directors and S5 2 - Secretarial Standard on General Meetings) issued
by Institute of Company Secretaries of India and approved by the Ministry of Corporate Affairs.

45, DISCLOSURES RELATING TO MAINTENANCE OF COST RECORDS:

As Section 148 is not applicable to the Company, disclosures relating to maintenance of cost
records shall nor bo applicable to the Company.

46, ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Act. the copy of
Annual Return as on March 31, 2025 is available on the Company’s'' website on

https://www.EabrLelTJctatrap5.com

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, there is neither any application made nor any proceeding
pending under the Insolvency and Bankruptcy Code. 2016 against the Company.

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN

from the banks or financial institutions along with the reasons

THEREOF:

During the year under con side ration, there were no such kind instances by/with the Company,
so no details are required to be mentioned herewith.

49. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration,

50, MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Pursuani to Regulation 34(2)|e| read with Schedule V of SEFJl (Listing Obligations and
Disclosure Requirement) Regulations. 2015, Management Discussion ft Analysis Reporl for the
year under review forms the part of this report and is marked as Annexure - 4

51. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5| of the Companies Act. 2013. the Board
hereby declares that:

a. In the preparation of the annual accounts, 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 at the end of the financial year and of the
profit 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 this Act 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;

e. The directors had laid down internal financial controls to he followed by the company and
that such internal financial controls are adequate and were operating effectively; and

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.

52. ACKNOWLEDGEMENT:

Your Buard take this opportunity lo offer their sincere thanks to the Company''s Bankers,
Central and State Government Authority, Shareholders. Stakeholders, Legal Advisers, BSE
Limited, Consultants, assistance and co-operation received from the Financial Institutions,
Banks, and others all Business Associates, Customers for their valuable assistance and
continued support to the Companies. Your Directors also wish lo place on records their sincere
appreciation of dedicated efforts by the staff and employees for their committed services,
exemplary professionalism and enthusiastic contribution during the year For the Company.

Date: 05.09.2025 By Order of the Board of

Place: Paddhari Gabriel Pet Straps Limited

Jay PareshbhaL Shah
Managing Director & Chairman
DIN:08959842

---

Mar 31, 2024

It gives us great pleasure to present, on behalf of the Board of Directors of your Company, the First Board’s Report on the financial and operational performance of M/s. Gabriel Pet Straps Limited (‘GPSL’/’the Company’) and the Audited Statements of Accounts for the period ended March 31, 2024, together with the Auditors’ Report.

1. INCORPORATION & COMMENCEMENT OF BUSINESS ACTIVITIES:

The Company was originally formed as a Limited Liability Partnership under the name and style of “M/s. Gabriel Pet Straps LLP” on November 12, 2020 bearing Registration No. AAU-6830. Thereafter, the Company was converted in to a public limited company “M/s. Gabriel Pet Straps Limited” on August 03, 2023 pursuant to the provisions of Chapter XXI of the Companies Act vide CIN No. U22201GJ2023PLC143546.

The Company is engaged in the business of manufacturing and selling of Pet Straps which is widely used in packaging of heavy materials. Accordingly, the Financial statements was prepared for the period from August 03, 2023 to March 31, 2024.

2. FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized Financial results of the Company for the period is given below:

(Amount in INR

Thousands)

Particulars	For the period ended March 31, 2024
Total Revenue	1,07,197.42
Total Expenditure	98,466.94
Profit before exceptional and extraordinary items and tax	8,799.65
Profit / (Loss) before taxation	8,799.65
Tax Expense, including Deferred Tax Income	2,291.28
Profit / (Loss) for the period	6,508.37
Total comprehensive income/(expenses) for the period	6,508.37
Earnings per share (INR)	2.46

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves for the financial year under review.

4. DIVIDEND:

The Company has not declared or paid any dividend for the financial year ended on March 31, 2024.

5. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its own business.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND TILL THE DATE OF THE REPORT:

After completion of financial year, for fulfilling increasing demand of the Company’s product, the Company has decided to to install a new plant at Revenue Survey No. 120 (old Revenue Survey No. 35 paikee 1), Dahisarda (Aaji), Taluka Paddhari, Dist Rajkot.

7. CAPITAL STRUCTURE AND DETAILS REGARDING FURTHER ISSUE OF SHARE CAPITAL:

The Company was incorporated on August 03, 2023 with Authorised and Paid up Capital of Rs. 1,00,000/- (Rs. One Lakh only/-) divided into 10,000 equity shares of Rs. 10/- each. After that, following changes were made in capital structure of the Company:

a. Authorised Share Capital:

- Authorised Share Capital of the Company has been increased from of Rs. 1,00,000/- (Rs. One Lakh only/-) divided into 10,000 equity shares of Rs. 10/- each to Rs. 5,00,00,000/-(Rs. Five Crore only/-) divided into 50,00,000 equity shares of Rs. 10/- each in^^jctta-ordinary General Meeting of the members of the Company held on August 19

b. Paid up Share Capital: ^(° RAJKOT *¦}•-*)

- Right Issue: Paid up capital of the Company has been increased from Rs/ 1 ,NQ^0Q/-One Lakh only/-) divided into 10,000 equity shares of Rs. 10/- each to Rs. 5,28dfryipeu into 52,824 equity shares of Rs. 10/- each by way of allotting equity shares on right issue basis in Board Meeting held on October 11, 2023.

- Bonus Issue: Paid up capital of the Company has been increased from Rs. 5,28,240 divided into 52,824 equity shares of Rs. 10/- each to Rs. 1,84,88,400 divided into 18,48,840 equity shares of Rs. 10/- each by way of allotting equity shares in Bonus issue in Board Meeting held on October 13, 2023.

- Initial Public Issue (IPO): Paid up capital of the Company has been increased from Rs. 1,84,88,400 divided into 18,48,840 equity shares of Rs. 10/- each to Rs. 2,64,68,400

divided into 26,46,840 equity shares of Rs. 10/- each by way of allotting equity shares in IPO in Board Meeting held on February 05, 2024.

8. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Since your Company has not issued Equity Shares with Differential Rights, no disclosures under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 are required to be made in this report.

9. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

Since your Company does not have any Employee Stock Option/Purchase Scheme and has not issued any shares under any such scheme, no disclosures under Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 are required to be made in this report.

10. DISCLOSURE UNDER RULE 16(4) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES), RULES, 2014:

Since your Company has not provided for any money or has given any financial assistance to the employees for purchase of shares of your Company, no disclosures under the said Rule are required to be made in this report.

11. BUY BACK OF SECURITIES:

Since the Company has not bought back any securities during the year, no disclosure relating to buy back required to be made in this report.

12. ISSUE OF SWEAT EQUITY SHARES:

During the reporting period, the Company has not issued sweat equity shares of any class as provided u/s 54 of the Companies Act, 2013. Hence, the disclosure of the same is not required.

13. STATEMENT OF DEVIATION OR VARIATION:

The equity shares of the Company got listed at Bombay Stock Exchange of India, SME Platform on 7^th day of February, 2024 with total funds raised by issuing 7,98,000 equity shares of Rs. 10/- each at premium of Rs. 91/- per share aggregating to amount of Rs. 8,05,98,000/-. The Company after due review by the Audit Committee, filed the Statements of Deviation(s) or Variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated (Wi-Tfoe Prospectus dated November 15, 2024. The Complete statement regarding utilizqt^^q^l^^^\ viewed under corporate announcements made with Bombay stock Exchange (BSE)w/^* ^o\

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14. INITIAL PUBLIC OFFER (IPO) AND LISTING AT BSE SME PLARTFORM:

During the reporting period, the Company made an Initial Public Offer (IPO) for 7,98,009-i^uk^^ Shares of Rs. 10/- each at issue price of Rs. 101/- having issue size of Rs. 8.06 Crore. With your valuable support and confidence in the Company and its management the IPO was

oversubscribed and the Equity shares of the Company were successfully listed on BSE SME Platform on February 07, 2024.

Shreni Shares Limited (Formerly known as Shreni Shares Private Limited) as the Lead Manager and Bigshare Services Private Limited as the Registrar to the issue were appointed in the process of IPO.

The issue was for 7,98,000 equity shares, out of which 44,400 Equity Shares were reserved for the market maker. Hence, net issue to the public was 7,53,600 Equity Shares.

The issue was open for subscription on Wednesday, January 31, 2024 and closed on Friday, February 02, 2024 in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The issue was subscribed to the extent of 246.20 times (including Market Maker reservation portion) as per the bid book of BSE.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply as the Company is newly incorporated Company and no dividend was declared amount which was declared and not paid.

16. DEMATERIALISATION OF EQUITY SHARES:

As on March 31, 2024, - 26,46,840 numbers of equity shares are held in dematerialized form, which constitutes 100% of total shareholding.

17. COMPANY POLICIES IN ADHERENCE TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies for all the listed companies. All the policies are available on the Company''s website i.e., https://www.gabrielpetstraps.com/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

18. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP):

The Company was incorporated with 3 (Three) Directors namely Mr. Jay Pareshbhai Shah (DIN: 08959842), Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843) and Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334).

Then after, following changes had been made in constitution of board of directors and KMP:

1. Mr. Jay Pareshbhai Shah (DIN: 08959842) was designated as a Managing Direplor-feitdie term of five years w.e.f. August 03, 2023.

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2. Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843) was designated as a Whole-time Director for the term of five years w.e.f. August 03, 2023.

3. Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334) was designated as a Whole-time Director for the term of five years w.e.f. August 03, 2023.

4. Mrs. Aarti Jaybhai Shah (DIN: 10134922) was appointed as a director of the Company w.e.f. August 31, 2023.

5. Ms. Khyati Hareshbhai Gandecha was appointed as a Company Secretary of the Company w.e.f. September 01, 2023.

6. Mr. Jay Pareshbhai Shah was designated as Chief Financial Officer (CFO) of the Company October 25, 2023.

7. Mr. Darshan Bhaveshbhai Vora (DIN: 10373409) and Mr. Sandeep Patidar (DIN: 10388169) were appointed as the Independent Directors for term of five years w.e.f. November 10, 2023.

The Company has the following Directors and KMPs as on March 31, 2024:

Name of Director/KMP	Designation	Date of Appointment
Mr. Jay Pareshbhai Shah (DIN: 08959842)	Managing Director & CFO	03.08.2023 (as Managing Director) 25.10.2023 (as CFO)
Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334)	Whole-time Director	03.08.2023 (as Whole-time Director)
Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843)	Whole-time Director	03.08.2023 (as Whole-time Director)
Mrs. Aarti Jaybhai Shah (DIN: 08959843)	N on-executive Woman Director	31.08.2023
Mr. Darshan Bhaveshbhai Vora (DIN: 10373409)	Independent Director	10.11.2023
Mr. Sandeep Patidar (DIN: 10388169)	Independent Director	10.11.2023
Ms. Khyati Hareshbhai Gandecha	Company Secretary	01.09.2023^j/nN 1" fe RAJK0T t

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All the Directors of the .Company possess appropriate balance of skills, experierfC<^arKf(y^^/ knowledge, as required by the Companies Act, 2013 and criteria specified in Nominatibn^wi^^ Remuneration Policy. . ......—

All members of the Board of Directors and senior management personnel affirmed compliance with the Company’s Code of Conduct policy for the financial year 2023-24.

As per the provisions of the Companies Act, 2013, Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334), Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

A brief note on director retiring by rotation and eligible for re-appointment is furnished as an Annexure - 1.

19. DECLARATION FROM INDEPENDENT DIRECTORS:

Independent Directors have submitted their declarations as required under Section 149(7) to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed there under.

Further, Independent Directors have also duly submitted their declarations as required under provisions of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 pertaining to fulfilling the criteria of independence as per Regulation 16( 1 )(b) of SEBI (LODR) Regulation, 2015.

20. DISCLOSURE UNDER SECTION 197(14) OF THE ACT:

Section 197(14) lays down that any Director who is in receipt of any Commission from the Company and who is a MD/WTD shall not be disqualified from receiving any remuneration or commission from any holding or subsidiary company subject to its disclosures in the Board’s Report. The Company is not required to provide disclosure under Section 197(14) of the Act, as no such instance has arisen.

21. DISCLOSURE UNDER SUB-RULE 4 OF RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. /o \

22. BOARD OF DIRECTORS: f UJp _R^_KQT j

A''n/

a. Composition of the Board:

!

The strength of the Board was 6 (six) Directors as on March 31, 2024, comprising oTalTTanaging Director, two Whole-time Directors and three Non-Executive Directors i.e. two Independent Directors and one-Woman Director.

b. Number of Board Meetings:

During the financial year 2023-24, the Board of Directors met 23 (Twenty-Three) times. The dates on which the Board Meetings were held are 03.08.2023, 04.08.2023, 11.08.2023,

14.08.2023, 16.08.2023, 28.08.2023, 01.09.2023, 22.09.2023, 11.10.2023, 12.10.2023,

13.10.2023, 25.10.2023, 07.11.2023, 10.11.2023, 10.11.2023, 15.11.2023, 05.12.2023,

10.01.2024, 19.01.2024, 24.01.2024, 05.02.2024, 26.02.2024 and 30.03.2024.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings in terms of the Regulation 17(2) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and the provision of Companies Act, 2013. The Notice and Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.

During the financial year 2023-24, there were no resolutions passed through circulation.

c. Attendance of Directors at Board Meetings and last Annual General Meeting (AGM):

Name of Director	Nature of Directorship	No. of Meetings attend during the year
Mr. Jay Pareshbhai Shah (DIN: 08959842)	Managing Director & CFO	23
Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334)	Whole-time Director	23
Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843)	Whole-time Director	23
Mrs. Aarti Jaybhai Shah (DIN: 08959843)	Non-executive Woman Director	17
Mr. Darshan Bhaveshbhai Vora (DIN: 10373409)	Independent Director	9
Mr. Sandeep Patidar (DIN: 10388169)	Independent Director	9

d. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vivek Dharmendrabhai Kavathiya (DIN: 08992334), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

23. AUDIT COMMITTEE:

a. The composition of the Audit Committee:

The Board of Directors of the Company had duly constituted the Audit Committee on 10^th November, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2023-24, 2 (two) Audit Committee Meetings were held. Necessary quorum was present at the meetings.

The composition of Audit Committee and the details of meetings attended by its members are given below:

Name of Member	Designation in	No. of Committee meetings
	Committee	attended during year
Mr. Sandeep Patidar (DIN:10388169)	Chairman	2
Mr. Darshan Bhaveshbhai Vora (DIN:10373409)	Member	2
Mr. Shah Jay Pareshbhai (DIN:08959842)	Member	2

The Company Secretary acts as the Secretary of the Audit Committee, b. Recommendation by Audit Committee:

All recommendations of the Audit Committee have been approved and accepted by the Board.

24. NOMINATION AND REMUNERATION COMMITTEE:

-Q •

a. The composition of the Nomination and Remuneration Committee: ''-Ujo raj^ot ‘"‘I

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The Board of Directors of the Company had duly constituted the Nomination and R^jminerg Committee on 10^lh November, 2023 under the applicable provisions of the Companibs^Vct; 2ffl<3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2023-24, 1 (one) Nomination and Remuneration Committee Meeting was held. Necessary quorum was present at the meeting.

The composition of Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of Member	Category	No. of Committee meetings attended during year
Ms. Aarti Jaybhai Shah (DIN: 10134922)	Chairman	1
Mr. Darshan Bhaveshbhai Vora (DIN:10373409)	Member	1
Mr. Sandeep Patidar (DIN:10388169)	Member	1

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

25. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

a. The composition of the Stakeholders’ Relationship Committee:

The Board of Directors of the Company had duly constituted the Stakeholders’ Relationship Committee on 10^th November, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2023-24, 1 (One) Stakeholders’ Relationship Committee Meeting was held. Necessary quorum was present at the meeting.

The composition of Stakeholders’ Relationship Committee and the details of meetings attended by its members are given below:

Name of Member	Category	No. of Committee meetings attended during year
Mr. Darshan Bhaveshbhai Vora (DIN:10373409)	Chairman	1
Mr. Sandeep Patidar (DIN: 10388169)	Member	1
Mr. Vimalbhai Dayabhai Varasada (DIN: 08959843)	Member	1	Ilur* '' ~ S RAJKOT c£\c\

The Company Secretary acts as the Secretary of the Nomination and Remuneration CbQimitte^/

26. 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 Listing Regulations.

The Company has adopted a Whistle Blower policy, which provides a mechanism for employees of the Company to approach the Audit Committee of the Company and protected disclosure to the management instances^ of unethical behaviour, actual or suspected fraud or violation of the Code of Conduct.

The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https:/ /www.gabrielpetstraps.com/corporate-policies.html.

27. DISCLOSURE IN. TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has Zero Tolerance towards sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and

rules framed thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. All employees (Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy is gender neutral.

The policy on prevention of sexual harassment at workplace was adopted on November 10, 2023. During the year under review, no Complaints with allegations of Sexual Harassment were received by the Company. A copy of same is placed on the website of the Company at

https: / / www.gabrielpetstraps.com/corporate-policies.html.

28. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and Policies of the Company relating to remuneration to Directors, KMP and other employees is available on the Company’s website at https: / / www.gabrielpetstraps.com/corporate-policies.html.

29. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Persons and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is. duly placed on the Website of the Company at https: //www.gabrielpetstraps.cq^/corporate-pohcies.html. / /& ^<o\

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30. INTERNAL FINANCIAL CONTROLS: cAfi xiYW

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The Company has put in p''lace adequate, strong and effective internal control svstbms With^best processes which commensurate with its size and scale of operations and ensures that all the assets are safeguarded and protected and that transactions are authorised, recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliances with specific standard with regards to availability and stability of policies and procedures. During the no reportable material weakness in the design or operation were observed.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company.

32. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - 2 to this Report, attached hereto.

33. DEPOSITS:

During the year under review, the Company has not accepted any deposit covered under the Chapter V of the Companies Act, 2013.

The Statement thereof is furnished here as below:

Sr. No.	Particulars	Amount in INR Thousands
1.	Accepted during the year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	Not Applicable
3.	Whether there has been any default in repayment of deposits or payment of) interest thereon during the year and if so, number of such cases and the total amount involved	Not Applicable
3.1	at the beginning of the year	Not Applicable
3.2	maximum during the year	Not Applicable
3.3	at the end of the year	Not Applicable
4.	Deposits which are not in compliance with the requirements of Chapter V | of the Act	NIL

34. CHANGE OF REGISTERED OFFICE:

During the reporting period, the Company had changed its registered office within city from The Spire, Office No 409B, 150 Feet Ring Road, Raiya, Rajkot 360005 to Plot No. 23, Radhe Industrial Area, Paddhari Bypass, Behind Reliance Petrol Pump, Jamnagar Highway, District Rajkot 360 110 with effect from August 14, 2023

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and material orders were passed by any Regulator, Court, Tribunal, Statutoiy and quasi-judicial body having impact on the going concern.status of the company and its future operations.

36. STATUTORY AUDITORS: ^ g RAJKOT £ H

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M/s. Pranav R. Shah & Co. (FRN: 139686W), Chartered Accountants, Rajkot ^ae^ppoin^d^as first auditors of the Company, who will hold office till the conclusion of l^sl Anmia^XLeheral Meeting. Further, on basis of recommendation of Audit Committee, Board of Directors has decided to recommend to members, the appointment of M/s. Pranav R. Shah & Co. (FRN: 139686W), Chartered Accountants, Rajkot as statutory auditors of the Company for a term of

five years starting from the conclusion of I^s'' Annual General Meeting till the conclusion of 6^th Annual General Meeting.

37. STATUTORY AUDITORS’ REPORT:

The Statutory Auditors’ Report on the Accounts of the Company for the financial year ended on March 31, 2024 is attached to the financial statements.

38. SECRETARIAL AUDITORS:

M/s. Pooja R. Vaghela & Associates (Membership No. 58593), Practicing Company Secretaries (COP No. 25482), Rajkot is appointed as the Secretarial Auditors of the Company for conducting secretarial audit and furnish secretarial audit report for Financial Year 2023-24 and Financial Year 2024-25.

39. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report is attached herewith in Form MR-3 u/s 204 of the Companies Act, 2013 as Annexure — 3.

40. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the reporting period the Company had given loan as follows:

Sr. No.	Loan Given to	Type of Loan	Amount of Loan	Rate of Interest	Terms of Repayment	Purpose of Loan
1.	AJ Financial	Working Capital Loan	Rs. 1,72,85,500/-(Rupees One Crore Seventy-Two Lakhs Eighty-Five Thousand Five Hundred Only)	18.00% per annum	On Demand	Principal Business Activity
2.	Gabriel Tradelink	Working Capital Loan	Rs. 1,74,50,000/-(Rupees One Crore Seventy-Four Lakhs Fifty Thousand Only)	18.00% per annum	On Demand	Principal Business Activity

Except above, the Company had not given any guarantee, security and investment duringdiie} reporting period. The above loan has duly been repaid at the end of the Financial Year.

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41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES^, [< ^KOT £) =

During the year under review, the Company has not entered into any contract or arrangen^ejibs^—<&/ with any related party as per section 188 of the Companies Act, 2013. ^----

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 are provided below:

IAI Conservation of energy:

i.	The steps taken or impact on conservation of energy	No specific steps were taken
ii.	The steps taken by the company for utilising alternate sources of energy	Not Applicable
iii.	The capital investment on energy conservation equipment	NIL

(B) Technology absorntion:

i.	The efforts made towards technology absorption	No specific steps were taken
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	During the reporting period, there was no import of technology
a.	The details of technology imported	Not applicable
b.	The year of import	Not applicable
c.	Whether the technology been fully absorbed	Not applicable
d.	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not applicable
iv.	The expenditure incurred on Research and Development	NIL

(C) Foreign exchange earnings and Outgo:

During the year under review, there was no foreign exchange earnings and out go.

43. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS /SECRETARIAL AUDITORS:

In our opinion and according to information and explanation provided to us, in respect of loans, investments, guarantees and security, the Company has granted a loan to its partnership firm in which directors or relatives of the company are partners in partnership firms which has duly been repaid during the year under review.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration, there were no such instances. ^

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45. SECRETARIAL STANDARDS COMPLIANCES: , \&\0

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The Company is duly following applicable Secretarial Standards (SS 1 - Secretarial Standard on Meetings of The Board of Directors and SS 2 - Secretarial Standard on General Meetings) issued by Institute of Company Secretaries of India and approved by the Ministry of Corporate Affairs.

46. DISCLOSURES RELATING TO MAINTENANCE OF COST RECORDS:

As Section 148 is not applicable to the Company, disclosures relating to maintenance of cost records shall not be applicable to the Company.

47. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Act, the copy of Annual Return as on March 31, 2024 is available on the Company’s’ website on

https: / /www.gabrielpetstraps.com

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, there is neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under consideration, there were no such kind instances by/with the Company, so no details are required to be mentioned herewith.

50. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

51. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure - 4.

52. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board

hereby

declares that:

a. In the preparation of the annual accounts, 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 at the end of the financial year and of the profit 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 this Act 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;

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; and

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.

53. ACKNOWLEDGEMENT:

Your Board take this opportunity to offer their sincere thanks to the Company''s Bankers, Central and State Government Authority, Shareholders and all other stakeholders during the year under review, Legal Advisers, Consultants, assistance and co-operation received from the Financial Institutions, Banks, and others all Business Associates, Customers for their valuable assistance and continued support to the Companies. Your Directors also wish to place on records their sincere

appreciation of dedicated efforts by the staff and employees for their committed services, exemplary professionalism and enthusiastic contribution during the year for the Company.

Date: 06.09.2024 By Order of the Board of

Place: Paddhari Gabriel Pet Straps LimitedyST/^\

jUj/o RAJKOT -M •“''1 Jay Pareshbhai Shah ^<v3/

Managing Director & Chairman v« DIN: 08959842