Directors Report of Geekay Wires Ltd.

Mar 31, 2025

The board of Directors are pleased to present the 36^th Annual Report on the business and operations of the
Company together with the Standalone Audited Financial Statements for the Financial Year ended March
31, 2025.

1. FINANCIAL RESULT

Financial results of your Company for the year ended 31^st March 2025 are summarized below:

Amount (Tn Lakhs)

PARTICULARS	2024-25	2023-24
Income from Operations	45831.48	41155.20
Other Income	4118.04	2911.17
Total Revenues	49949.53	44066.36
Operating expenditure	43650.07	37511.43
Earnings before Interest, Tax, Depreciation and Amortization (EBTTDA)	6299.47	6554.93
Finance costs	791.34	534.75
Depreciation and amortization expense	737.01	539.72
Profit before exceptional item and Tax	4839.33	5480.47
Exceptional Item	00.00	00.00
Profit before Tax (PBT)	4839.33	5480.47
Tax expense	1148.50	1627.5
Profit after Tax (PAT)	3690.82	3852.96

2. COMPANY''S PERFORMANCE

During the Financial Year 2024-25:

1. The Company''s revenue from operations for FY 2024-25 was Rs. 45831.48 Lakhs as compared to Rs. 41155.20
Lakhs in the previous year, an increase by 11.36 % over the previous year. During the year under
review, your company focused on profitable operations on site in respect to manufacturing division. This
enabled the company to increase the turnover and profitability.

2. The Company''s profit before exceptional items and tax was Rs. 4839.33 Lakhs during the year compared to
Rs. 5480.47 Lakhs in the previous year.

3. The Company earned a net profit after tax of Rs. 3690.82 Lakhs as against a net profit after tax of Rs. 3852.96
Lakhs in the previous year.

3. DIVIDEND

The Board of Directors at their meeting held on Saturday, August 16, 2025, has recommended payment
of Rs. 0.65/- per equity share as dividend on the paid up equity share capital of the Company for
the financial year ended 31st March, 2025. The payment of dividend is subject to the approval of
the shareholders at the ensuing 36^th Annual General Meeting (AGM) of the Company.

5. SHARE CAPITAL

The Authorized & Paid-up Equity Share Capital as on March 31, 2025 was Rs. 10,60,00,000/- divided into
5,30,00,000 Equity Shares of Rs. 2/- each & Rs. 10,45,20,000/- divided into 5,22,60,000 Equity Shares of Rs.
2/- each respectively. During the year under review, the Company has not issued any securities.

5. TRANSFER TO RESERVES

The Board of Directors declared final dividend for the year under review from part of the Profit & balance
profit transferred to the Reserves.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR
ENDED 31.03.2025

There was no change in composition of Board of Director of the Company during the year. During the
year, CS Sanjay Kumar Prajapati has resigned from the company and CS Kirti Gupta has been appointed.
The details of director as on 31.03.2025 are as under:

Sr. No.	NAME	DESIGNATION
1.	GHANSHYAM DASS	Chairman & Managing Director
2.	ASHISH KANDOI	Whole time Director
3.	ANUJ KANDOI	Whole time Director
4.	SHWETHA KABRA	Independent Director
5.	TARA DEVI VEITLA	Independent Director
6.	BHAGWAN DASS BHANKHOR	Independent Director

7. SUBSIDIARY & ASSOCIATE COMPANIES

During the period under review, the Company has no Subsidiaries, Joint Venture or Associates.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or corporate guarantee or provided any security during the year.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are
given in the notes to the financial statements.

9. DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding
deposits and no amount remaining unclaimed with the Company as on 31^st March, 2025.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on arm''s length basis,
in the ordinary course of business and were in compliance with the applicable provisions of the Act and the
Listing Regulations.

There were no materially significant transactions with the related parties during the financial year which
were in conflict with the interest of the Company and details are provided in form AOC- 2 as "Annexure-
A" to this report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior
omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are
planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen
transactions. Related Party Transactions entered into pursuant to the omnibus approval so granted are
placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been
disclosed at note no.12 to the standalone financial statements forming part of this Annual Report.

The Company has a policy on Related Party Transactions in place which is in line with the Act and the
Listing Regulations and the same is also available on the Company''s website at www.geekaywires.com.

11. INTERNAL FINANCIAL CONTROLS

The Company''s internal financial control systems are commensurate with the nature of its business and the
size and complexity of its operations. The internal control procedures have been planned and designed to
provide reasonable assurance of compliance with various policies, practices and statutes in keeping with
the organization''s pace of growth and achieving its objectives efficiently and economically.

The internal controls and governance processes are duly reviewed for their adequacy and effectiveness

through periodic audits by the Internal Audit department. Post-audit reviews are also carried out to
ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and
effectiveness of the Company''s internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company''s risk management policies
and systems. The ultimate objective being a Zero Surprise, Risk Controlled Organization.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the
underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes
to the policy and impact on financials are disclosed after due validation with the statutory auditors and the
Audit Committee. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit
Committee.

Further details of the internal controls system are given in the Management Discussion and Analysis Report,
which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retire By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Ashish Kandoi, Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors
recommends his re-appointment.

Declaration From Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7)
of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section
149 of the Companies Act, 2013.There has been no change in the circumstances affecting their status as
Independent Directors of the Company; and

2. They have registered themselves with the Independent Director''s Database maintained by the IICA.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014.

Key Managerial Personnel

Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time Director), Mr.
Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief Financial Officer) and Mrs. Kirti
Gupta (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company
as on March 31, 2025.

13. DETAILS OF REMUNERATION TO DIRECTORS

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The information
relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the
median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read
along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in "Annexure-B" to this Report.

14. GOVERNANCE AND COMPLIANCE

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover
aspects related to composition and role of the Board, Chairperson and Directors, Board diversity, definition
of independence, Director Term, retirement age and Committees of the Board. It also covers aspects relating
to nomination, appointment, induction and development of Directors, Director Remuneration, Code of
Conduct, Board Effectiveness Review and mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. The Board composition
analysis reflects in-depth understanding of the Company, including its strategies, environment, operations,
financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s
appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of
potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making
recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position, including expert knowledge expected is
communicated to the appointee.

During the year under review, the Board has also identified the list of core skills, expertise and competencies
of the Board of Directors as are required in the context of the businesses and sectors applicable to the
Company and mapped with each of the Directors on the Board. The same is disclosed in the Report of
Corporate Governance forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence
of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of
Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an ''Independent
Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Rules
framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought,
experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate
blend of functional and industry expertise. While recommending the appointment of a Director, the NRC
considers the manner in which the function and domain expertise of the individual will contribute to the
overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the
Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and
communication skills and soundness of judgment. Independent Directors are also expected to abide by the
''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

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

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs
from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and
structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria
for performance evaluation of the Committees included aspects such as structure and composition of
Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the
Guidance Note issued by Securities and Exchange Board of India (''SEBI'').

In a separate Meeting, the independent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole. They also evaluated the performance of the Chairperson taking
into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the
performance of the Board, its Committees and of the Directors.

The same was discussed in the Board Meeting that followed the Meeting of the independent Directors
and NRC, at which the feedback received from the Directors on the performance of the Board and its
Committees was also discussed.

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the
organization.

They assist the business in functioning smoothly by being compliant at all times and providing strategic
business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes
and governance.

15. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other
employees, pursuant to the provisions of the Act and the Listing Regulations. The same is displayed on the
website of the company www.geekaywires.com.

16. BOARD AND COMMITTEE MEETINGS

During the year, 08 (Eight) Board Meetings and five Audit Committee Meetings were convened and
held. The intervening gap between the Meetings was within the period prescribed under the Act. The
details of Board Meetings and various Committee Meetings along with their composition and attendance
are disclosed in the Report of Corporate Governance forming part of the Annual Report as "Annexure - E".

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including
audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Company''s internal financial controls were adequate and effective during FY
2024-25.

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and
that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

CSR isn''t just a particular program, it''s what your Company do every day, maximizing positive impact
on society and thus helping people to be happier. Your Company undertook enumerable initiatives. The
detailed Annual Report on our CSR activities pursuant to Rule 8 of the Company''s (Corporate Social
Responsibility Policy) Rules, 2014 is given in Annexure "F" forming part of this Report.

19. EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT

The Company has always provided a congenial atmosphere for work to all employees that is free
from discrimination of anykind. It has provided equal opportunities of employment to all without
regard to nationality, religion, caste, colour, language, marital status and sex. The Company has also
framed policy on. Prevention of Sexual Harassment at the workplace. We follow a gender neutral
approach in handling complaints of sexual harassment and we are compliant with the law of the land
wherever we operate. With the objective of providing a safe working environment to all employees
(permanent, contractual, temporary, trainees) the company has formulated a policy, the said policy is
available on the website of the Company.

During the year under review, the Company has not received any complaint.

20. VIGIL MECHANISM/WHISTLEBLOWER POLICY

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations,
the Company is required to establish an effective vigil mechanism for directors and employees to report
genuine concerns. The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable its
Directors, employees and its stakeholders to report their concerns, if any. The said Policy provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards
of professionalism, honesty, integrity and ethical behavior, in line with the Company''s Code of Conduct.
All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any
potential or actual violation of the Code, policies or the law.

Details of the Vigil Mechanism and Whistleblower policy are made available on the company''s website
at https://www.geekavwires.com

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.

22. AUDIT AND AUDITORS

Statutory Auditors:

M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No. 006027S), Hyderabad, were
appointed as the Statutory Auditors for a period of 5 years from the conclusion of 32nd AGM till the
conclusion of 37th AGM of the Company.

The Audit Report of M/s. M.M. Palod & Co., Chartered Accountants, Hyderabad on the Financial
Statements of the Company for FY 2024-25 is a part of the Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government as per Section
148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained
such cost accounts and records.

Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to give cost audit
report for F.Y 2024-25. There has been no qualification, reservation, adverse remark or disclaimer given by
the Cost Auditors in their Report.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit
Committee recommended and the Board of Directors re-appointed M/s. KJU & Associates (FRN 000474),
being eligible, to conduct Cost Audits of the Company for the year ending March 31, 2025.

The Company has received their written consent and confirmation that the a ppointment will be in
accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the
recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are
therefore requested to ratify the remuneration payable to M/s. KJU & Associates as set out in the Notice
of the 36th AGM of the Company.

Secretarial Auditors:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Kashinath
Sahu, Proprietor of Kashinath Sahu & Co, Company Secretaries in Practice (CP No. 4807), Hyderabad
have been appointed as Secretarial Auditors of the Company for FY 25-26 till FY 29-30 subject to approval
of members

The report of the Secretarial Auditors is enclosed as "Annexure-H". There has been no
qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

24. ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year
ended March 31, 2024 has been uploaded on the website of the Company i.e. https://www.geekaywires.
com

25. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and that such systems
were adequate and operating effectively.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules,
2014, is attached as "Annexure-C" o this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

There are two employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required
under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Directors'' Report as "Annexure- B".

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the Listing Regulations, forms part of
the Annual Report as "Annexure-D".

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of last seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

30. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the
Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled,
while at the same time avoiding superfluous inventory of Documents.

31. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The
objective of the Policy is to determine materiality of events or information of the Company and to ensure
that such information is adequately disseminated in pursuance with the Regulations and to provide an
overall governance framework for such determination of materiality. The policy is displayed at the company
website www.geekaywires.com

32. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and
maintaining the good ethical standards, transparency and accountability in its dealings with all its
constituents. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a detailed report on Corporate Governance along with the Auditors'' Certificate thereon is enclosed as
per "Annexure- E" to this report.

33. INSIDER TRADING REGULATIONS

The requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention
of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time
to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at
large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers,
designated employees and other employees from trading in the securities of Geekay Wires Limited at the
time when there is unpublished price sensitive information.

34. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and
your Company has established connectivity with both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the
depository system, the members are requested to avail the facility of Dematerialization of the Company''s
shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE669X01024.

35. PARTICULARS OF INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes
to the Financial Statements.

36. STATUS OF LISTING FEES

Listing Fees for the Financial Year 2024-25 have been duly paid NSE, where Company''s shares are listed
and there are no dues outstanding and payable.

37. CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the various mandatory
policy including Dividend Distribution Policy (https://www.geekaywires.com/pdf/policy/dividend-
distribution-policy.pdf) and others policy(ies) are also available on the Company''s website https://www.
geekaywires.com/policy.php

38. ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the
Company during the year. They would also like to place on record their appreciation for the continued
co-operation and support received by the Company during the year from bankers, financial institutions,
Government authorities, business partners, shareholders and other stakeholders without whom the overall
satisfactory performance would not have been possible.

For and on behalf of the Board of Directors
M/s Geekay Wires Limited

Place: Hyderabad SD/- SD/-

Date:16-08-2025 (Ghanshyam Dass) (Ashish Kandoi)

Chairman & Managing Director Whole Time Director

DIN: 01539152 ^{DIN: 00463257}

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Mar 31, 2024

The board of Directors are pleased to present the 35^th Annual Report on the business and operations of the Company together with the Standalone Audited Financial Statements for the Financial Year ended Mardi 31, 2024.

1. FINANCIAL RESULT

Financial results of your Company for the year ended 31^st March 2024 are summarized below:

Amount (In Lakhs)
PARTICULARS	2023-24	2022-23
Income from Operations	41155.20	39,933.06
Other Income	2911.17	2101.58
Total Revenues	44066.36	42,034.64
Operating expenditure	37511.43	37,213.42
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	6554.93	4,821.22
Finance costs	534.75	642.85
Depreciation and amortization expense	539.72	407.51
Profit before exceptional item and Tax	5480.47	3,770.86
Exceptional Item	00.00	(298.08)
Profit before Tax (PBT)	5480.47	3,472.78
Tax expense	1627.5	1,029.86
Profit after Tax (PAT)	3852.96	2442.91

2. COMPANY''S PERFORMANCE

During the Financial Year 2023-24:

1. The Company''s revenue from operations for FY 2023-24 was Rs. 41155.20 Lakhs as compared to Rs. 39,933.06 Lakhs in the previous year, an increase by 3.06 % over the previous year. During the year under review, your company focused on profitable operations on site in respect to manufacturing division. This enabled the company to increase the turnover and profitability.

2. The Company''s profit before exceptional items and tax was Rs. 5480.47 Lakhs during the year compared to Rs. 3,770.86 Lakhs in the previous year, an increase of 45.33 % over the previous year.

3. The Company earned a net profit after tax of Rs. 3852.96 Lakhs as against a net profit after tax of Rs. 2442.91 Lakhs in the previous year, an increase of 57.72 % over the previous year.

3. DIVIDEND

The Board of Directors at their meeting held on Sunday, August 18, 2024, has recommended payment of Rs. 0.60/- per equity share as dividend on the paid up equity share capital of the Company for the financial year ended 31st March, 2024. The payment of dividend is subject to the approval of the shareholders at the ensuing 35^th Annual General Meeting (AGM) of the Company.

5. SHARE CAPITAL

The Authorized & Paid-up Equity Share Capital as on Mardi 31, 2024 was Rs. 10,60,00,000/- divided into 5,30,00,000 Equity Shares of Rs. 2/- each & Rs. 10,45,20,000/- divided into 5,22,60,000 Equity Shares of Rs. 2/- each respectively. During the year under review, the Company has not issued any securities.

5. TRANSFER TO RESERVES

The Board of Directors declared final dividend for the year under review from part of the Profit & balance profit transferred to the Reserves.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2024

There was no change in composition of Board of Director of the Company during the year.

The details of director as on 31.03.2024 are as under:

Sr. No.	NAME	DESIGNATION
1.	GHANSHYAM DASS	Chairman & Managing Director
2.	ASHISH KANDOI	Whole time Director
3.	ANUJ KANDOI	Whole time Director
4.	SHWETHA KABRA	Independent Director
5.	TARA DEVI VEITLA	Independent Director
6.	BHAGWAN DASS BHANKHOR	Independent Director

7. SUBSIDIARY & ASSOCIATE COMPANIES

During the period under review, the Company has no Subsidiaries, Joint Venture or Associates.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has made an investment of Rs. 2.80 crores in ASP PVT LTD, Further, the Company has not given any loans or corporate guarantee or provided any security during the year. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

9. DEPOSITS

Tire Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31^st March, 2024.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and details are provided in form AOC- 2 as "Annexure-A" to this report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at note no.12 to the standalone financial statements forming part of this Annual Report.

Tire Company has a policy on Related Party Transactions in place which is in line with the Act and the Listing Regulations and the same is also available on the Company''s website at www.geekavwires.com.

11. INTERNAL FINANCIAL CONTROLS

Tire Company''s internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. Tire internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and achieving its objectives efficiently and economically.

Tire internal controls and governance processes are duly reviewed for their adequacy and effectiveness

through periodic audits by the Internal Audit department. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The ultimate objective being a Zero Surprise, Risk Controlled Organization.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee.

Further details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retire By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anuj Kandoi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Tire Board of Directors recommends his re-appointment.

Declaration From Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Director''s Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time Director), Mr. Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief Financial Officer) and Mr. Sanjay Kumar Prajapati (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2024.

13. DETAILS OF REMUNERATION TO DIRECTORS

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure-B" to this Report.

14. GOVERNANCE AND COMPLIANCE

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, C hairperson and Directors, Board diversity, definition of independence, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position, including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and mapped with each of the Directors on the Board. Tire same is disclosed in the Report of Corporate Governance forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

Tire NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

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

Tire NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

Tire performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India (''SEBI'').

In a separate Meeting, the independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chair person taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.

The same was discussed in the Board Meeting that followed the Meeting of the independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization.

They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

15. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The same is displayed on the website of the company www.geekaywires.com.

16. BOARD AND COMMITTEE MEETINGS

During the year, 13 (Thirtteen) Board Meetings and four Audit Committee Meetings were convened and held. Hie intervening gap between the Meetings was within the period prescribed under the Act. The details of Board Meetings and various Committee Meetings along with their composition and attendance are disclosed in the Report of Corporate Governance forming part of the Annual Report as "Aimexure - E".

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 202324.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

CSR isn''t just a particular program, it''s what your Company do every day, maximizing positive impact on society and thus helping people to be happier. Your Company undertook enumerable initiatives. Tire detailed Annual Report on our CSR activities pursuant to Rule 8 of the Company''s (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure "F" forming part of this Report.

19. EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT

The Company has always provide dacongenialatmosp here for work to all employees that is free from discrimination of anykind.lt has provided equal opportunities of employmentto all without regard to nationality, religion, caste, colour, language, marital status and sex. The Company has also framed policy on. Prevention of Sexual Harassment at the workplace. We follow a gender neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. With the objective of providing a safe working environment to all employees (permanent, contractual, temporary, trainees) the company has formulated a policy, the said policy is available on the website of the Company.

During the year under review, the Company has not received any complaint.

20. VIGIL MECHANISM/WHISTLEBLOWER POLICY

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable its Directors, employees and its stakeholders to report their concerns, if any. lire said Policy provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards of professionalism, honesty, integrity and ethical behavior, in line with the Company''s Code of Conduct. All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law.

Details of the Vigil Mechanism and Whistleblower policy are made available on the company''s website at https:/Avww. geekaywires.com

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

22. AUDIT AND AUDITORS

Statutory Auditors:

M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No. 006027S), Hyderabad, were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 32nd AGM till the conclusion of 37th AGM of the Company.

Tire Audit Report of M/s. M.M. Palod & Co., Chartered Accountants, Hyderabad on the Financial Statements of the Company for FY 2023-24 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

Tire Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to give cost audit report for F.Y 2023-24. There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors re-appointed M/s. KJU & Associates (FRN 000474), being eligible, to conduct Cost Audits of the Company for the year ending March 31, 2025.

The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s. KJU & Associates as set out in the Notice of the 35^rdAGM of the Company.

Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Kashinath Sahu, Proprietor of Kashinath Sahu & Co, Company Secretaries in Practice (CP No. 4807), Hyderabad have been appointed as Secretarial Auditors of the Company.

The report of the Secretarial Auditors is enclosed as "Annexure-H". There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

24. ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3) (a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year ended March 31, 2024 has been uploaded on the website of the Company i.e. https://www.geekaywires. com

25. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and that such systems were adequate and operating effectively.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of Tire Companies (Accounts) Rules, 2014, is attached as "Annexure-C" o this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

There are two employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors'' Report as "Annexure- B".

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the Listing Regulations, forms part of the Annual Report as "Annexure-D".

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of last seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

31. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. Tire policy is displayed at the company website www.geekaywires.com

32. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance along with the Auditors'' Certificate thereon is enclosed as per "Amrexure- E" to this report.

33. INSIDER TRADING REGULATIONS

Tire requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. Tire objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Geekay Wires Limited at the time when there is unpublished price sensitive information.

34. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE669X01024,

35. PARTICULARS OF INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes to the Financial Statements.

36. STATUS OF LISTING FEES

Listing Fees for the Financial Year 2023-24 have been duly paid NSE, where Company''s shares are listed and there are no dues outstanding and payable.

37. CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the various mandatory policy including Dividend Distribution Policy (https://www.geekaywires.com/pdf/policy/dividend-distribution-policy. pdf) and others policy(ies) are also available on the Company''s website https://www. geekaywires.com/ policy, php

38. ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the overall satisfactory performance would not have been possible.

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Mar 31, 2023

The board of Directors are pleased to present the 34^th Annual Report on the business and operations of the Company together with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULT

Financial results of your Company for the year ended 31^st March 2023 are summarized below:

Amount (In Lakhs)
PARTICULARS	2022-23	2021-22
Income from Operations	39,933.06	25,788.03
Other Income	2101.58	1414.88
Total Revenues	42,034.64	27,201.90
Operating expenditure	37,213.42	24,823.89
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	4,821.22	2,378.01
Finance costs	642.85	747.90
Depreciation and amortization expense	407.51	349.97
Profit before exceptional item and Tax	3,770.86	1280.07
Exceptional Item	(298.08)	-
Profit before Tax (PBT)	3,472.78	1280.07
Tax expense	1,029.86	380.56
Profit after Tax (PAT)	2442.91	899.51

2. COMPANY''S PERFORMANCE

During the Financial Year 2022-23:

1. The Company''s revenue from operations for FY 2022-23 was Rs. 39,933.06 Lakhs as compared to Rs. 25,788.03 Lakhs in the previous year, an increase by 54.85% over the previous year. During the year under review, your company focused on profitable operations on site in respect to manufacturing division. This enabled the company to increase the turnover and profitability.

2. The Company''s profit before exceptional items and tax was Rs. 3,770.86 Lakhs during the year compared to Rs. 1280.07 Lakhs in the previous year, an increase of 194% over the previous year.

3. The Company earned a net profit after tax of Rs. 2442.91 Lakhs as against a net profit after tax of Rs. 899.51 Lakhs in the previous year, an increase of 171.58% over the previous year.

3. DIVIDEND

The Board of Directors at their meeting held on Thursday, August 31, 2023, has recommended payment of Rs. 2.70/- per equity share as dividend on the paid up equity share capital of the Company for the financial year ended 31st March, 2023. The payment of dividend is subject to the approval of the shareholders at the ensuing 34^th Annual General Meeting (AGM) of the Company.

5. SHARE CAPITAL

The Authorized & Paid-up Equity Share Capital as on March 31, 2023 was Rs. 10,60,00,000/- divided into 1,06,00,000 Equity Shares of Rs. 10/- each & Rs. 10,45,20,000/- divided into 1,04,52,000 Equity Shares of Rs. 10/-each respectively. During the year under review, the Company has not issued any securities.

5. TRANSFER TO RESERVES

The Board of Directors declared final dividend for the year under review from part of the Profit & balance profit transferred to the Reserves.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2023

There was no change in composition of Board of Director of the Company during the year.

The details of director as on 31.03.2023 are as under:

Sr. No.	NAME	DESIGNATION
1.	GHANSHYAM DASS	Chairman & Managing Director
2.	ASHISH KANDOI	Whole time Director
3.	ANUJ KANDOI	Whole time Director
4.	SHWETHA KABRA	Independent Director
5.	TARA DEVI VEITLA	Independent Director
6.	BHAGWAN DASS BHANKHOR	Independent Director

7. SUBSIDIARY & ASSOCIATE COMPANIES

During the period under review, the Company has no Subsidiaries, Joint Venture or Associates.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has made an investment of Rs. 2.80 crores in ASP PVT LTD, Further, the Company has not given any loans or corporate guarantee or provided any security during the year. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

9. DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31^st March, 2023.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and details are provided in form AOC- 2 as "Annexure- A" to this report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at note no.12 to the standalone financial statements forming part of this Annual Report.

The Company has a policy on Related Party Transactions in place which is in line with the Act and the Listing Regulations and the same is also available on the Company''s website at www.geekaywires.com.

11. INTERNAL FINANCIAL CONTROLS

The Company''s internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and achieving its objectives efficiently and economically.

The internal controls and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit department. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The ultimate objective being a Zero Surprise, Risk Controlled Organization.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee.

Further details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retire By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashish Kandoi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

Declaration From Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Director''s Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time Director), Mr. Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief Financial Officer) and Mr. Sanjay Kumar Prajapati (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2023.

*Ms. Sonu Kumar, Company Secretary resigned with effect from 04.08.2022 and the Board of Directors vide its meeting dated 05th August 2022 has appointed Ms. Shweta Singh as Company Secretary & Compliance Officer of the Company thereafter Ms. Shweta Singh resigned with effect from 11.10.2022 and the Board of Directors vide its meeting dated 08th February 2023 has appointed Mr. Sanjay Kumar Prajapati as Company Secretary & Compliance Officer of the Company.

13. DETAILS OF REMUNERATION TO DIRECTORS

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure-B" to this Report.

14. GOVERNANCE AND COMPLIANCE

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, Chairperson and Directors, Board diversity, definition of independence, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position, including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and mapped with each of the Directors on the Board. The same is disclosed in the Report of Corporate Governance forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

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

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India (''SEBI'').

In a separate Meeting, the independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairperson taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.

The same was discussed in the Board Meeting that followed the Meeting of the independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization.

They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

15. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The same is displayed on the website of the company www.geekaywires.com.

16. BOARD AND COMMITTEE MEETINGS

During the year, 14 (Fourteen) Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board Meetings and various Committee Meetings along with their composition and attendance are disclosed in the Report of Corporate Governance forming part of the Annual Report as "Annexure - E".

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

CSR isn''t just a particular program, it''s what your Company do every day, maximizing positive impact on society and thus helping people to be happier. Your Company undertook enumerable initiatives. The detailed Annual Report on our CSR activities pursuant to Rule 8 of the Company''s (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure "F" forming part of this Report.

19. EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT

TheCompanyhasalwaysprovidedacongenialatmospherefor worktoallemployeesthatisfreefromdiscrimination of an ykind.It has provided equal opportunities of employmentto all withoutregardtonationality, religion, caste, colour, language, marital status and sex.The Company has also framed policy on .Prevention of Sexual Harassment. at th e workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are comp liant with the law of the land wherever we operate.With the objective of providing a safe working environment to all employees (permanent, contractual, temporary, trainees) the company has formulated a policy, the said policy is available on the website of the Company.

During the year under review, the Company has not received any complaint.

20. VIGIL MECHANISM/WHISTLEBLOWER POLICY

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable its Directors, employees and its stakeholders to report their concerns, if any. The said Policy provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of the Company.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards of professionalism, honesty, integrity and ethical behavior, in line with the Company''s Code of Conduct. All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law.

Details of the Vigil Mechanism and Whistleblower policy are made available on the company''s website at https://www.geekaywires.com

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

22. AUDIT AND AUDITORS Statutory Auditors:

M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No. 006027S), Hyderabad, were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 32nd AGM till the conclusion of 37th AGM of the Company.

The Audit Report of M/s. M.M.Palod & Co., Chartered Accountants, Hyderabad on the Financial Statements of the Company for FY 2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to give cost audit report for F.Y 2022-23. There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors re-appointed M/s. KJU & Associates (FRN 000474), being eligible, to conduct Cost Audits of the Company for the year ending March 31, 2024.

The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s. KJU & Associates as set out in the Notice of the 34^rdAGM of the Company.

Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Kashinath Sahu, Proprietor of Kashinath Sahu & Co, Company Secretaries in Practice (CP No. 4807), Hyderabad have been appointed as Secretarial Auditors of the Company.

The report of the Secretarial Auditors is enclosed as "Annexure-H". There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

24. ANNUAL RETURN

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year ended March 31, 2023 has been uploaded on the website of the Company i.e. https://www.geekaywires.com

25. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and that such systems were adequate and operating effectively.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as "Annexure-C" o this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

There are two employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors'' Report as "Annexure- B".

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the Listing Regulations, forms part of the Annual Report as "Annexure-D".

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of last seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

30. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents

31. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. The policy is displayed at the company website www.geekaywires.com

32. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance along with the Auditors'' Certificate thereon is enclosed as per "Annexure- E" to this report.

33. INSIDER TRADING REGULATIONS

The requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Geekay Wires Limited at the time when there is unpublished price sensitive information.

34. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE669X01016.

35. PARTICULARS OF INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes to the Financial Statements.

36. STATUS OF LISTING FEES

Listing Fees for the Financial Year 2022-23 have been duly paid NSE, where Company''s shares are listed and there are no dues outstanding and payable.

37. CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:

Your Board of Directors are pleased to report that your Company has complied with the various mandatory policy including Dividend Distribution Policy (https://www.geekaywires.com/pdf/policy/dmdend-distribution-policy.pdf) and others policy(ies) are also available on the Company''s website https://www.geekaywires.com/policy.php

38. ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the overall satisfactory performance would not have been possible.

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Mar 31, 2018

DIRECTORS REPORT

To,

The Shareholders,

Geekay Wires Limited.

The Directors delightfully present the 29^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31st March, 2018.

1. Financial Highlights

Financial results of your Company for the year ended 31st March 2018 are summarized below.

Amount (In Rupees)

PARTICULARS	2017-18	2016-17
Income from Operations	1,236,784,039	643,175,288
Other Income	27,176,968	28,388,235
Total	1,263,961,007	671,563,523
Operating expenditure	1,178,114,818	619,054,799
Earnings before Interest, T ax, Depreciation and Amortization (EBITDA)	85,846,190	52,508,724
Finance costs	54,376,673	35,707,992
Depreciation and amortization expense	14,070,034	7,145,165
Profit before exceptional item and Tax	17,399,483	9,655,567
Exceptional Item	-	-
Profit before Tax (PBT)	17,399,482	9,655,567
Tax expense	9,208,067	3,127,135
Profit after T ax (PAT)	8,191,415	6,528,432

2. Future Outlook

STEEL INDUSTRY Global Scenario

In 2016, steel demand recovery was stronger than expected with the upside mostly coming from China. We believe in 2017 and 2018 we will see a cyclical upturn in steel demand with a continuing recovery in the developed economies and an accelerating growth momentum in the emerging and developing economies. We expect that Russia and Brazil will finally move out of

their recessions. However, China, which accounts for 45% of global steel demand, is expected to return to a more subdued growth rate after its recent short uplift. For this reason, overall growth momentum will remain modest.

(Source: World steel Short Range Outlook 2017-2018)

Indian Scenario

Steel is crucial to the development of any modern economy and is considered to be the backbone of human civilization. The level of per capita consumption of steel is treated as an important index of the level of socio-economic development and living standards of the people in any country. Steel industry and its associated mining and metallurgy sectors have seen a number of major investments and developments in the recent past.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.15 billion, respectively, in the period April 2000- December 2016.

Recent Government Initiatives

Some of the other recent government initiatives in this sector are as follows:

- The Government of India has approved a joint venture (JV) between MSTC Ltd and Mahindra Intertrade Ltd, for setting up India''s first Greenfield auto shredding and recycling facility, which will aide in saving of foreign currency, as a result of import substitution of scrap.

- Ministery of Steel, Mines, Labour and Employment, has launched the National Mineral Exploration Policy (NMEP), which will help to adopt comprehensive exploration of non-fuel and non-coal mineral resources that would give a major boost to the economy.

- Metal Scrap Trade Corporation (MSTC) Limited and the Ministry of Steel have jointly launched an e-platform called ''MSTC Metal Mandi'' under the ''Digital India'' initiative, which will facilitate sale of finished and semi-finished steel products.

- The Parliament of India has cleared amendments to the Mines and Minerals Development and Regulation (MMDR) Act, which will enable companies to transfer captive mines leases similar to mines won through an auction, and which is expected to lead to increased Mergers and Acquisitions (M&A) of steel and cement companies.

- The Ministry of Steel has announced to invest in modernization and expansion of steel plants of Steel Authority of India Limited (SAIL) and Rashtriya Ispat Nigam Limited (RINL) in various states to enhance the crude steel production capacity in the current phase from 12.8 MTPA to 21.4 MTPA and from 3.0 MTPA to 6.3 MTPA respectively.

- The Ministery of Steel & Mines has reiterated commitment of Central Government to support the steel industry to reach a production target of 300 Million Tonne Per Annum (MTPA) in 2025.

- The Ministry of Steel is facilitating setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of Rs 200 crore (US$ 30 million).

- The Central Board of Excise and Customs (CBEC) has issued a notification announcing zero export duty on iron ore pellets, which will help the domestic industry to become more competitive in the international market.

- Government has planned Special Purpose Vehicles (SPVs) with four iron ore rich states i.e., Karnataka, Jharkhand, Orissa, and Chhattisgarh to set up plants having capacity between 3 to 6 MTPA.

- SAIL plans to invest US$ 23.8 billion for increasing its production to 50 MTPA by 2025. SAIL is currently expanding its capacity from 13 MTPA to 23 MTPA, at an investment of US$ 9.6 billion

3. State of Company''s Financial Affairs

The total income of the Company for the year ended 31^st March 2018 was Rs. 1,263,961,007/- as against the total income of Rs.671, 563,523/- for the previous year ended 31st March 2017.

The Company has earned a Net Profit after Tax of Rs. 8,191,415/- for the year under review as compared to Net Profit of Rs. 6,528,432/- in the previous year.

4. Nature of Business

Geekay Wires Limited is an ISO 9001:2008 company, located at Hyderabad, engaged in manufacturing of niche quality Galvanized Steel Wires which find applications in Power Transmission, Cable & Conductor, General Engineering, Construction etc.

Today with robust infrastructure & testing facilities we are in the preferred-vendor list of PGCIL and in all most all State Transmission & Distribution Companies, Electrical Contractors, corporate engaged in turnkey business of creating infrastructure for Power Transmission & Distribution, Cable & Conductor Manufacturing, etc. our products are not only accepted in India but we have received accolades from overseas customers also. The company has the following major products for which it also holds BIS License.

A. WIRES

Galvanized Steel Wire Products for Fencing

Barbad Wire Chain Link Fence Welded Wire Mesh

Products for Power Industry Products for Infrastructure Industry

Cable Armour Wire Round & Flat IS-3975 Hot Dipped Galvanized Wire

Steel Tape Binding Wire

ACSR Core Wire IS - 398 (Part-2) Bright & Black Annelaed Wire Earth Wire

Stay Wire IS - 2141 & BS - 183

Products for general Engineering Other products

Fasteners (Nuts, Bolts & Rivets) Hair Clip Wire

Mild Steel Drawn Wire (HB/HHB) Steel Wool Wire

High Carbon Drawn Wire Umbrella Rib Wire

Welding Electrode Wire(EQ Wire) Nail Wire

Spring Wire Wire for Wire Ropes Patented Wire Stitching Wire Poultry Wire Spring Steel Wire Electrode Wire Fan Wire

B. NAILS

Coil Nails D-Head Nails

Full Head Plastic Strip Nails Wire-Collated-Nails

The Company has an installed capacity of 24, 000 MT P.A of Galvanized Steel Wires in various grades & sizes for manufacturing of the above products.

5. Change in the nature of business

During the year the Company has not changed its business.

6. Dividend

The Board has not recommended Dividend for the year.

7. Reserves

The Board of the Company has decided to transfer the entire profits of the Company during the year to the Reserves.

8. Finance

Cash and cash equivalents as at March 31, 2018 were Rs. 81,181,205/-. The Company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

9. Share Capital

There was change in Capital Structure of the Company. The Authorized share capital of the Company remained unchanged and is Rs. 100,000,000/-(Equity Shares of 10,000,000 of Rs. 10/each). Further, the Paid up Capital of the Company changed to Rs. 83,320,000/- (Equity Shares of 8,332,000 of Rs. 10/- each). During the year under report, the Company has issued additional shares of 3,332,000 of Rs. 10/- each through Initial Public Offer and the Shares of the Company were listed on the SME platform of National Stock Exchange of India Limited on August 24, 2017.

10. Meetings

During the year Ten Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board Meetings were held on 11^th April 2017, 08^th May 2017, 16^th June 2017, 27^th July 2017, 21^st August 2017, 01^st September 2017, 07^th November 2017, 27^th December 2017, 02^nd February 2018, 28^th February 2018.

11. Details of Directors or Key Managerial Personnel Appointed or Resigned During the Year Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Anuj Kandoi (DIN: 00463277) Whole time Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment. Your Board recommends his reappointment.

Appointment of Key Managerial Personnel

CS Vemula Mahesh Reddy, appointed as Company Secretary & Compliance Officer of the Company, during this financial year with effect from June 16, 2017.

12. Details of Remuneration to Directors

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report Annexure I.

13. Declaration by Independent Directors

The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

14. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The following are some of the broad issues that are considered in performance evaluation:

Criteria for evaluation of Board and its Committees:

- Setting up of performance objectives and performance against them

- Board''s contribution to the growth of the Company

- Whether composition of the Board and its Committees is appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Board''s ability to respond to crisis

- Board communication with the management team

- Flow of quality information to the Board

Criteria for evaluation of Independent Directors:

- Demonstrates willingness to devote time and effort to understand the Company and its business

- Demonstrates knowledge of the sector in which the Company operates

- Contribution to development of strategy and risk management policy

- Effective and proactive follow up on their areas of concern

Criteria for evaluation of Non-Independent Directors

- Knowledge of industry issues and exhibition of diligence in leading the organization

- Level of attendance at the Board and Committee meetings where he/she is a member

- Providing direction and support to the Board regarding its fiduciary obligations and governance role

- Providing well-balanced information and clear recommendations to the Board as it establishes new policies

15. Audit Committee

The Board has duly constituted Audit Committee as required under Companies Act, 2013. The

Composition of the Committee is as under:

1. Ms. Shwetha Kabra	Non-Executive Independent Director	Chairman
2. Mr. Ghanshyam Dass	Chairman & Managing Director	Member
3. Mrs. Tara Devi Veitla	Non-Executive Independent Director	Member
4. Mr. Mahesh Reddy	Company Secretary	Secretary

During the period under scrutiny, the Audit Committee meetings were held on 4 occasions duly complying with the provisions of the Companies Act, 2013 and also Complying with the applicable Secretarial Standards as specified by The Institute of Company Secretaries of India.

16. Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

1. Ms. Shwetha Kabra	Non-Executive Independent	Chairman
	Director
2. Mrs. Renu Kandoi	Non-Executive Non- Independent	Member

Director

3. Mrs.Tara Devi Veitla Non-Executive Independent Director Member

In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, attributes and Independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management.

During the period under scrutiny, the committee met once duly complying with the provisions of the Companies Act, 2013 and also Complying with the applicable Secretarial Standards as specified by The Institute of Company Secretaries of India.

17. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations"). The Composition of the Committee is as under:

1. Mrs. Renu Kandoi	Non-Executive Non- Independent Director	Chairman
2. Mrs.Tara Devi Veitla	Non-Executive Independent Director	Member
3. Ms. Shwetha Kabra	Non-Executive Independent Director	Member

During the period under scrutiny, the committee met three times duly complying with the provisions of the Companies Act, 2013 and also Complying with the applicable Secretarial Standards as specified by The Institute of Company Secretaries of India. There were no Complaints from the investors during the period under scrutiny.

18. Vigil Mechanism

The Company has formulated a Whistle blower policy and has established vigil mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act.

19. Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015

("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

20. Policy on Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

21. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted "Anti-Sexual Harassment Policy" constituted "Redressal Committee" as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013.

This Committee consists of following members:

- Ms. Renu Kandoi

- Ms. Tara Devi Vaitla

- Ms. Swetha Kabra

During the year under review, no complaint of harassment at the workplace was received by the Committee.

22. Statutory Auditors

M/s. M M Palod & Co., Chartered Accountants, Hyderabad, Firm Registration Number 006027S, appointed as Statutory Auditors of the Company at an Extra Ordinary General Meeting of the Company held on March 27, 2018 to fill the casual vacancy caused due to resignation of the Auditors M/s Anjaneyulu & Co, Chartered Accountants, Hyderabad.

The Company has received certificate from M/s. M M Palod & Co., Chartered Accountants, Hyderabad to the effect that if they are appointed it would be in accordance with the provisions of section 141 of the Companies Act, 2013. Accordingly, proposal for their appointment as Statutory Auditors is being placed before the shareholders for their approval at the 29^th Annual General Meeting.

Auditors'' Report

M/s. M M Palod & Co., Chartered Accountants, Hyderabad, Firm Registration Number 006027S have issued their Report for the Financial Year ended 31st March 2018.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter.

23. Cost Audit

Maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act. However, the information relating to cost data is available from the existing records maintained by the company.

24. Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board appointed M/s Kashinath Sahu & Co, practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18 and their report is annexed to this report Annexure II. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The Board has also appointed M/s Kashinath Sahu & Co as Secretarial Auditors to conduct Secretarial Audit of the Company for Financial Year 2018-19

25. Internal Audit Controls and their adequacy

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

26. Details of Subsidiaries Joint Venture or Associates

The Company has no Subsidiaries, Joint Venture or Associates.

27. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of our Company. No equity shares of our Group Companies are listed on any stock exchange and they have not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Kandoi Industries India Private Limited

28. Details of significant and material orders passed by the regulators or courts or tribunals.

There were no such orders passed.

29. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

30. Particulars of Loans, Guarantees or Investments under Section 186

No loans and advances given to the Key Managerial Personnel.

31. Particulars of Contracts or Arrangements with Related Parties

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and details are enclosed in form AOC- 2 as Annexure III. However, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

Policy on Related Party Transactions

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The objective of this Policy is to set out

(a) the materiality thresholds for related party transactions and;

(b) the manner of dealing with the transactions between the Company and its related parties based on the Act, Clause 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws and regulations as may be applicable to the Company.

32. Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors'' Report.

33. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31^st March, 2018 to the date of signing of the Director''s Report.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing with Stock Exchanges

The Shares were listed during the review period on August 24, 2017. At present the equity shares of the Company are listed on the Emerge-the SME Growth Platform of National Stock Exchange at Mumbai. The Company confirmed it has paid Annual Listing Fees due to the National Stock Exchange for the year 2018-19.

36. Corporate Governance

As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the demat suspense account neither unclaimed suspense account.

37. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Geekay Wires Limited at the time when there is unpublished price sensitive information.

38. Depository System

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE669X01016.

39. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed in Annual Report as Annexure IV

40. Directors'' Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act, 2013, the Director''s states that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and Statement of Profit of the Company for that period;

c. The Directors have 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 have prepared the annual accounts on a going concern basis; and

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

41. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Management has taken adequate steps to Conserve its Energy resources through appropriate control systems and are exploring the possibilities of alternate sources of energy such as Solar power. Further, during the year under review the Company has not made any Capital Investments on Energy conservation equipments.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. To run the manufacturing unit efficiently & effectively, product improvement, cost reduction, product development or import substitution, the Management is continually exploring to bring in innovative technologies which help in getting competitive edge. Our Company has also recently completed setting up of our second unit at Muppireddypally village, Hyderabad. It is a ''nails'' manufacturing unit with current production capacity of 15,000 MTS per annum. All the Machinery equipped in the premises are latest technologies.

2. The Company has not imported any technologies during the period last three years.

3. The Company has not incurred any expenditure towards Research and Development.

C. Foreign Exchange Earnings and Outgo

1) Earnings in Foreign exchange: 2017-18 2016-17

FOB value of Exports Rs. 45,05,35,673/- Rs. NIL

2) Expenditure in Foreign currency during the year

(Rs. Lakhs)

On account of:	2017-18	2016-17
Plant and Machinery	Rs. 549.866	Rs. 577.52
Raw Material	Rs. 140.856	Rs. 33.44
Foreign travel	--	Rs. 7.52
Consumable items	Rs.155.510	Rs. 1.53
Trading material	--	Rs. 204.58

42. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the current Annual Report as Annexure V .

43. Corporate Social Responsibility

The Company has not come under the purview of CSR as required under the Provisions of Section 135 of the Companies Act, 2013.

44. Acknowledgments

The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Statutory Authorities, Power Utilities, Regulators, Customers, Vendors, Suppliers, Consultants, and Members for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all other associated with the Company.

For and on behalf of the Board of Directors

For Geekay Wires Limited

Date: 31^st July 2018 (Ghanshyam Dass) (Ashish Kandoi)

Place: Hyderabad Managing Director Whole Time Director

DIN: 01539152 DIN: 00463257