Directors Report of GSM Foils Ltd.

Mar 31, 2025

The Directors of your Company have pleasure in presenting their 02^nd Annual Report of the
business and operations of the Company along with the Audited Financial Statements for the
financial year ended March 31, 2025.

Financial Results

The financial performance of your Company for the financial year ended on March 31, 2025 is
as under:

Particulars	2024-2025	2023-2024
Revenue from Operations	13379.99	4083.39
Other Income	1.95	0.00
Total Revenue	13381.94	4083.39
Cost of Materials Consumed	11585.95	3557.25
Purchase of Stock in trade	-	-
Change in Inventories	(398.44)	(250.43)
Employee Benefit Expense	256.67	98.24
Finance Costs	131.44	71.52
Depreciation and Amortization Expenses	28.20	13.26
Other Expenses	415.31	408.29
Total Expenditures	12019.13	3898.13
Profit/loss Before Tax	1362.82	185.26
Tax Expenses: Current Tax	396.65	47.80
Deferred Tax	1.07	0.66
Profit After Tax	965.10	136.79
Earnings per Share: Basic	7.53	1.46
Diluted	7.53	1.46

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
Sales & Profitability Review

During the year, your company has achieved revenue from operation of Rs.13,379.99 Lakh as
compared to previous year revenue from operation of Rs.4083.39 Lakh. Profit after tax was
Rs.965.10 Lakh during the year under review as compared to profit after tax of Rs.136.79
Lakh of previous year.

CO (J ro _i c co" DC			1	¦		Performance Snapshot
		Revenue				PBT	PAT	EBIT	EBITDA
	¦ 2024-2025 ¦ 2023-2024	13,379.99 4083.39				1362.82 185.26	965.1 136.79	1494.26 256.77	1522.46 270.03

DIVIDEND

Keeping in view the current profitability of the Company and to conserve resources, your
directors do not recommend payment of dividend at the forthcoming Annual General Meeting.

TRANSFER TO RESERVES

Your Company has transferred Rs. 965.09/- Lakhs for year ended March 31, 2025 to Reserves
and Surplus.

CHANGE IN NATURE OF BUSINESS

During the year, the Company has not changed its business or object and continues to be in
the same line of business as per the main object of the Company.

CHANGE IN REGISTERED OFFICE

During the year under review, the company has not changed its registered office.

SHARE CAPITAL

During the year under review, following changes took places in the Authorized and Paid-up
share capital of the Company.

Authorized Equity Share Capital

During the year there was no change in Authorized Share Capital of the Company.

The Authorized Capital of Rs.180,000,000/- (Rupees Eighteen Crore Only) divided into
1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs.10/- each as on March 31, 2025.

Issued, Subscribed & Paid-Up Capital and Allotments

The total Issued, Subscribed & Paid-Up Capital of Rs. 128,116,490/- (Rupees Twelve Crore
Eighty-One Lakh Sixteen Thousand Four Hundred Ninety Only) divided into 12,811,649 (One

Crore Twenty Eight Lakh Eleven Thousand Six Hundred Forty Nine) Equity Shares of Rs.10/-
each as on March 31, 2025.

Pursuant to the Initial Public Offer of Equity Shares as approved by the Members of the
Company via resolution dated March 07, 2024, the Board of Directors, in their meeting held
on May 29, 2024 has allotted total 3,440,000 Equity Shares of Rs. 10/- each at price of Rs.
32/- per Equity Share to the successful allottees.

SIGNIFICANT AND MATERIAL ORDERS

The equity share of the company was listed on the National Stock Exchange of India Limited
(Emerge Platform) from May 31, 2024.

There are no significant and material orders passed by the regulators or courts or tribunals
other than herein mentioned above.

MATERIAL CHANGES AND COMMITMENT

The board of directors in its meeting held on August 07, 2025 has decided the Raising of funds
by way of issue of equity shares of the Company of face value Rs.10/- (Rupee Ten Only)
(''Equity Shares'') each for an aggregate amount not exceeding Rs. Rs. 2,310.00 Lakhs (Rupees
Twenty Three Crores and Ten Lakhs) on Right issue basis.

The Company has received in principle approval letter from National Stock Exchange of India
Limited for further issue of equity shares by of Right Issue on August 21, 2025. Upto date of
this report, your company has not allotted any shares.

There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the ends of financial year of the Company i.e. March 31,
2025 to the date of this Report other than hereinabove mentioned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum	Date of Original	Date of Appointme	Total Direc	No. of Committee **		No. of Shares
	Designat ion	Appointme nt	nt at current Term & designatio n	tor Ships *	is Mem ber in whic h Direc tor	in whic h Direc tor is Chair man	held as on March 31, 2025
Mr. Sagar Girish Bhanushali	Chairman & Whole Time Director	27/06/2023	14/12/2023	1	1		4467681 Equity Shares

Mr. Mohansingh Laxmansingh parmar	Managing Director	27/06/2023	14/12/2023	1	1		4902588 Equity Shares
Mr. Mahesh virchand Mehta	Non¬ Executive Director & Independ ent Director	14/12/2023	NA	1		2
Mr. Vijay Venilal Pandya	Non¬ Executive Director & Independ ent Director	14/12/2023	NA	1	1
Mrs. Swati Dhaval Mirani	Non¬ Executive Director & Independ ent Director	19/02/2024	NA	1	1

* Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

** Committee includes Audit Committee, and Shareholders'' Relationship Committee across all
Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act")
and in pursuance of Regulation 17 of Listing Regulations.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form
MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance
with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under section 165
of the Companies Act, 2013.

BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional
Board meetings are convened, as and when required to discuss and decide on various business
policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 10 times:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
1.	23/04/2024	6.	03/09/2024
2.	16/05/2024	7.	18/10/2024

3.	27/05/2024	8.	16/01/2025
4.	29/05/2024	9.	20/01/2025
5.	20/06/2024	10.	31/03/2025

The gap between two consecutive meetings was not more than 120 (One Hundred and Twenty)
days as provided in Section 173 of the Act.

During above mentioned Board Meetings required quorum is present as per provision of the
Companies Act, 2013.

The details of attendance of each Director at the Board Meetings are given below:

NAME	DESIGNATION	NO. OF MEETINGS ENTITLED TO ATTEND	NO. OF MEETINGS ATTENDED
Mr. Sagar Girish Bhanushali	Chairman & Whole Time Director	10	10
Mr. Mohansingh Laxmansingh Parmar	Managing Director	10	10
Mr. Mahesh Virchand Mehta	Non-Executive Director & Independent Director	10	10
Mr. Vijay Venilal Pandya	Non-Executive Director & Independent Director	10	10
Mrs. Swati Dhaval Mirani	Non-Executive Director & Independent Director	10	10

General Meetings

During the year under review, the following General Meetings were held, the details of which
are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1	Extra Ordinary General Meeting	28-05-2024
2	Annual General Meeting	28-09-2024

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the Company
has three Non-Executive Independent Directors in line with the act. The Company has received
necessary declaration from each Independent Director under Section 149 (7) of the Companies
Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act.
All the Independent Directors of the Company have registered themselves in the Independent
Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise including the Proficiency and hold high standards
of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Mr. Mahesh Virchand Mehta (DIN: 09325268) was appointed as a Non-Executive Independent
Director for 5 Years w.e.f. December 14, 2023.

Mr. Vijay Venilal Pandya (DIN: 10420959) was appointed as a Non-Executive Independent
Director for 5 Years w.e.f. December 14, 2023.

Mrs. Swati Dhaval Mirani (DIN: 10449509) was appointed as a Non-Executive Independent
Director for 5 Years w.e.f. February 19, 2024.

FORMAL ANNUAL EVALUATION:

The Board conducted a comprehensive evaluation of its overall effectiveness, as well as that of
individual Directors / Committee, by soliciting their feedback on various aspects of Board
governance.

The evaluation encompassed key areas including contribution to and oversight of corporate
governance practices, participation in long-term strategic planning, and the fulfillment of
Directors'' duties and fiduciary responsibilities. Particular emphasis was placed on active
engagement and participation during Board meetings.

The Board carefully considered and deliberated on the inputs received from the Directors.
Additionally, the Independent Directors convened separately to review the performance of the
Board as a whole, the Chairman, and the Non-Executive Directors, thereby ensuring an
objective assessment process.

The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual Directors pursuant to the requirements of the Act and the Listing
Regulations.

Further, the Independent Directors, at their exclusive meeting held on September 03, 2025,
during the year reviewed the performance of the Board, its Chairman and Non-Executive
Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

FORMAL UPDATION PROGRAMS FOR INDEPENDENT DIRECTORS:

The Company conduct familiarization and updation programs for independent directors on need
basis. Conducted by knowledgeable persons from time to time.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

Mr. Sagar Girish Bhanushali (DIN: 09126902) Whole Time Director of the company, is liable to
retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have
offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders
of the Company at the ensuing AGM. The relevant details, as required under Regulation 36(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and Secretarial Standard, of the person seeking re-appointment as Director are
also provided in Notes to the Notice convening the 02^nd Annual General meeting.

Name	Designation	Date of Appointment	Date of Resignation
Mr. Mohansingh Parmar	Managing Director	14/12/2023	NA
Mr. Sagar Bhanushali	Whole Time Director	14/12/2023	NA
Mr. Sagar Bhanushali	Chief Financial Officer	11/12/2023	NA
Mr. Pratik Makwana	Company Secretary & Compliance Officer	11/12/2023	NA

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of
their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and that no material departures have been made
from the same;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on
going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

The Board of Director has constituted following Committees vide Board Resolution passed on
March 06, 2024:

AUDIT COMMITTEE:

An audit committee is a group of board members within a company that oversees the financial
reporting, risk management, and internal controls of the organization. They ensure the
accuracy and reliability of financial statements and that the company complies with relevant
laws and regulations. The Audit Committee was constituted vide Board resolution dated 06^th

March, 2024 pursuant to Section 177 of the Companies Act, 2013. Composition of the Audit
Committee as follows:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Mr. Mahesh Virchand Mehta	Non-Executive Independent Director	Chairman
2	Mrs. Swati Dhawal Mirani	Non-Executive Independent Director	Member
3	Mr. Sagar Girish Bhanushali	Chairman & Whole Time Director	Member

During the year under review, Audit Committee of the Company met 6 times:

Sr. No.	Date of Audit Committee Meeting	Sr. No.	Date of Audit Committee Meeting
1.	23/04/2024	4.	03/09/2024
2.	27/05/2024	5.	18/10/2024
3.	20/06/2024	6.	16/01/2025

The details of attendance of each Member of Audit Committee Meetings are given below:

Sr. No.	Name Of Directors	Designation	No. Meetings Entitled to Attain	No. of Meetings Attended
1	Mr. Mahesh Virchand Mehta	Chairman	6	6
2	Mrs. Swati Dhawal Mirani	Member	6	6
3	Mr. Sagar Girish Bhanushali	Member	6	6

NOMINATION AND REMUNERATION COMMITTEE;

The Board has constituted the Nomination and Remuneration Committee vide Board Resolution
dated 06^th March, 2024 pursuant to section 178 of the Companies Act, 2013. The Nomination
and Remuneration Committee meetings are generally held for identifying the persons who are
qualified to become Directors and may be appointed in senior management and recommending
their appointments and removal. The Committee Meeting of the Company held on September
03, 2024 during the year 2024-2025. The composition of the Committee is given below:

Sr. No.	Name of Directors	Nature of Directorship		Designation in Committee
1	Mr. Vijay V Pandya	Non-Executive Director	Independent	Chairman
2	Mr. Mahesh Virchand Mehta	Non-Executive Director	Independent	Member
3	Mr. Swati Dhawal Mirani	Non-Executive Director	Independent	Member

All the members of Nomination & Remuneration Committee were present during period of
meeting.

STAKEHOLDER RELATION COMMITTEE;

The Shareholders'' Relationship Committee has been formed by the Board of Directors pursuant
to Section 178 (5) of the Companies Act, 2013 at the meeting held on 06^th March, 2024. The
Committee mainly focus on the redressal of Stakeholders'' / Investors'' Grievances, if any, like
Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report, etc. The Committee Meeting of the Company held on September 03, 2024 during the
year 2024-2025. The composition of the Committee is given below:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Mr. Mahesh Virchand Mehta	Non-Executive Independent Director	Chairman
2	Mr. Vijay V Pandya	Non-Executive Independent Director	Member
3	Mr. Mohansingh L Parmar	Managing Director	Member

All the members of Nomination & Remuneration Committee were present during period of
meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute Corporate Social Responsibility Committee as it
does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is
not required to formulate policy on Corporate Social Responsibility.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has
established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of
the Company, for expressing the genuine concerns of unethical behavior, actual or suspected
fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman
of the Audit Committee. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns. The Policy on Vigil
Mechanism and whistle blower policy as approved by the Board may be accessed on the
Company''s website at the link https://www.gsmfoils.com/policies.php

PUBLIC DEPOSITS:

The company has not accepted any deposits from the public. Hence, the directives issued by
the Reserve Bank of India & the relevant Provisions of the Company Act, 2013 and the Rules
made thereunder are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address of
the Annual Return of the Company is https://www.gsmfoils.com/.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm''s
Length basis and in the Ordinary Course of Business. The disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2
is attached as ''Annexure- I'' forms part of this Report.

The details of the related party transactions for the financial year 2024-2025 is given in notes
of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on
the website of the Company at https://www.gsmfoils.com/policies.php

Disclosure of Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules will be available for inspection at the Registered Office of the
Company during working hours and any member interested in obtaining such information may
write to the Company and the same will be furnished on request. Having regard to the provisions
of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding
the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided as an ''Annexure - II'', forms part of this Report.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company does not have any Subsidiaries.

ASSOCIATES AND JOINT VENTURE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
Further, the company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the financial year 2024-2025, the Company has not received a single complaint on
sexual harassment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Information relating to Conversion of energy, technology absorption and foreign exchange
earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of Companies (Accounts) Rules, 2014 provided under "Annexure III".

SECRETARIAL STANDARDS OF ICSI:

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied
with the applicable provisions of the Secretarial Standards issued by The Institute of Company
Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place. The objective of the
mechanism is to minimize the impact of risks identified and taking advance actions to mitigate
it. The mechanism works on the principles of probability of occurrence and impact, if triggered.
A detailed exercise is being carried out to identify, evaluate, monitor and manage both business
and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the
Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has put in place adequate internal financial controls with reference to the financial
statements commensurate with the size and nature of operations of the Company. During the
year, such controls were tested and no material discrepancy or weakness in the Company''s
internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and therefore the Company has not provided a separate report on Corporate
Governance, although few of the information are provided in this report under relevant
headings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company for the year
under review, Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as ''Annexure - IV''.

AUDITORS:

Statutory auditor and their report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made
thereunder, M/s. M N C A and Associates, Chartered Accountants (FRN: 100586W), were
appointed by the Members of the company in 01^st Annual General Meeting for a period of five
years from FY 2024-2025 to FY 2028-2029 i.e. to hold the office till the conclusion of 06^th Annual
General Meeting of the Company, on such terms and at a Remuneration plus reimbursement of
out of pocket expenses at actuals plus applicable taxes as may be mutually agreed upon
between the said Auditors and Board of Directors of the Company.

M/s. M N C A & Associates, Chartered Accountants have given their consent to act as the
Auditors of the Company and have confirmed that the said appointment, if made, will be in
accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s. M N C A and Associates, Chartered Accountants, have confirmed that they have not been
disqualified to act as Statutory Auditors of the Company and that their appointment is within
the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant
statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Auditors'' Report for the
Financial Year ended March 31, 2025, does not contain any qualification, reservation or adverse
remark. Further the Auditors'' Report being self - explanatory does not call for any further
comments from the Board of Directors.

Secretarial Auditor

As pursuant to provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 (''the Act''), read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force], after recommendation of Nomination and
Remuneration Committee and Audit Committee of the company, the Company recommend to
members to appoint M/s K.P. Ghelani & Associates, Company Secretaries (Mem No. A33400)
for the year 2025-2026 to 2029-2030, for a term of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, was appointed as a Secretarial
Auditors of the Company for the Financial Year 2024-2025 and have submitted their Report in
Form No. MR-3 as required under Section 204 of the Companies Act, 2013 and rules made
thereunder is attached herewith as Annexure V.

Internal Auditor

The Board of our Company at its meeting held on September 02, 2025 has appointment Mr.
Ankur M Jain, Proprietor of M/s A M B Jain & Co., Chartered Accountants, as Internal Auditor of
the Company for year 2025-2026, pursuant to recommendation of the Audit Committee, at
remuneration, plus applicable taxes and reimbursement of actual out of pocket expenses
incurred by them during the course of audit.

Cost Auditor and Maintenance of Cost Record

Pursuant to the provisions of section 148 of the Act, the Board of Directors on the
recommendation of the Audit Committee, M/s M. C. Bambhroliya & Associates, Cost
Accountants (Mem. No. 33005) has appointed as the cost auditor of the Company for the
financial year 2025-2026 and have recommended their remuneration to the members for
ratification at the ensuing AGM. Accordingly, a resolution seeking members ratification for the
remuneration payable to the cost auditor forms part of the Notice of the ensuing AGM.

The cost auditor has furnished the eligibility certificate along with his consent to such
appointment in terms of the relevant provisions of the Act read with Rules framed thereunder.
The Audit Committee has also received a certificate from the cost auditor certifying their
independence and arm''s length relationship with the Company.

As per the provisions of section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such
accounts and records are maintained.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company believes that its human resources are one of the most crucial assets and critical
enablers of the Company''s growth. To that extent, the Company engages with its employees
to hone their skill sets and equip them with knowledge and know-how. It is also deeply invested
in establishing its brand name to attract and retain the best talent in the market.

During the period under review, employee relations continued to be healthy, cordial, and
harmonious at all levels, and the Company aims to maintain such relations with the employees
going forward as well.

WEBSITE:

During the reporting period, the Company listed entity on any Stock Exchange. However, in
compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely
https://www.gsmfoils.com/index.php containing information about the Company.

POLICIES:

Particulars of Policies

Familiarization Programme of ID

Nomination and Remuneration Policy

Vigil Mechanism & Whistler Blower Policy

Code of Conduct_for BoD and SMT

Code of Practice and procedure for UPSI

Criteria or Policy for making payments to NED

Policy on Materiality of Related Party Transactions

Policy on Preservation and Archival of Documents

Policy on prevention of Sexual Harrasement at workplace (POSH)

Policy_on_Determination_of_Matriality

Terms & conditions of Appointment of Independent Directors

Prohibition of Insider Trading Policy

Policy on identification of Group Companies, Material Creditors

Internal Financial Control Policy

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-2025, there was no application made and proceeding initiated
/ pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against the Company. As on the date of this report, there is no
application or proceeding pending against the company under the Insolvency and Bankruptcy
Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014
and other applicable provisions of the Act and listing regulations, to the extent the
transactions took place on those items during the year.

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

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme;

(iii) There is no revision in the Board Report or Financial Statement;

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis and other parts of the report
describing the Company''s objectives, projections, estimates and expectations may be
forward-looking statements. Actual results may differ materially from those expressed or
implied due to various risks and uncertainties. Important factors that could make a difference
to the Company''s operations include economic and political conditions in India and other
countries, in which the Company may operate. Other factors that may impact the Company''s
operations include volatility in interest rates, changes in government regulations and policies,
tax laws, statutes, and other incidental factors.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation for significant contributions
made by the employees at all levels through their dedication, hard work and commitment,
enabling the Company to achieve good performance during the year under review.

Your directors also take this opportunity to place on record the valuable co-operation and
support extended by the banks, government, business associates and the shareholders for
their continued confidence reposed in the Company and look forward to having the same
support in all future endeavors.

For and on Behalf of Board of Directors
GSM FOILS LIMITED

Sagar Bhanushali Mohansingh Parmar

Chairman & Managing Director

Whole Time Director

DIN: 09126902 DIN:08413828

Date: 02.09.2025
Place: Vasai, Mumbai

---

Mar 31, 2024

The Directors of your Company have pleasure in presenting their 1^st Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

Financial Results

The financial performance of your Company for the financial year ended on 31^st March, 2024 is as under: -

Particulars	2023-2024
Revenue from Operations	4083.39
Other Income	0.00
Total Revenue	4083.39
Cost of Materials Consumed	3557.25
Purchase of Stock in trade	-
Change in Inventories	(250.43)
Employee Benefit Expense	98.24
Finance Costs	71.52
Depreciation and Amortization Expenses	13.26
Other Expenses	408.29
Total Expenditures	3898.13
Profit/loss Before Tax	185.26
Tax Expenses:
Current Tax	47.80
Deferred Tax	0.66
Profit After Tax	136.79
Earnings per Share:
Basic	1.46
Diluted	1.46

Financial Analysis and Review of Operations Sales & Profitability Review

During the year under review the Company has generated revenue from its operation of Rs. 4083.39 Lacs. The Company has booked profit before depreciation, interest and tax of Rs. 270.03 Lacs. Net profit after comprehensive income worked out to Rs. 136.79 Lacs.

I !	5000 4000 * 3 3000 2000 1000 0 D 3	Performance Snapshot
i		Revenue			EBITDA	PBT	PAT
	|* 2023-2024	4083.39			270.03	185.25	136.79
					(AMOUNT R	S. IN LAKHS)

Dividend

Keeping in view the current profitability of the Company and to conserve resources, your directors do not recommend payment of dividend at the forthcoming Annual General Meeting.

Transfer to Reserves

Your Company has transferred Rs. 137.40/- Lakhs for year ended March 31, 2024 to Reserves and Surplus.

Change In Nature of Business

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Change in Registered Office

During the year under review, the company has changed its registered office from GALA NO 18, BLDG/2, APEX COMMERCIAL COMPLEX, VASAI ROAD E, BASSEIN, THANE - 401202, MAHARASHTRA to GALA NO 06/106/206/306, SAPPHIRE BUILDING, DIAMOND INDUSTRIAL ESTATE, VASAI (E), PALGHAR - 401208, MAHARASHTRA with effect from 11^th December, 2023.

Change in Status of the Company from Private to Public

The Company was converted into a public limited Company pursuant to a special resolution passed by the shareholders at the Extra Ordinary General Meeting held on 14^th July, 2024 and consequently the name of the Company was changed from GSM FOILS PRIVATE LIMITED to GSM FOILS LIMITED and a fresh certificate of incorporation was issued by the Registrar of Companies, dated 04^th September, 2023 bearing Corporate Identification Number U43303MH2023PLC405459.

Share Capital

During the year under review, following changes took places in the Authorized and Paid-up share capital of the Company.

Authorized Equity Share Capital

During the year, the Authorized Equity Share Capital of the Company was increased from Rs. 220,000/- (Rupees Two Lac Twenty Thousand Only) divided into 22,000/-(Rupees Twenty-Two Thousand) Equity Shares of Rs. 10/- each to Rs.500,000 (Rupees Five Lacs Only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- each by creation of additional 280,000 (Two Lacs Eighty Thousand) Equity Shares of Rs. 10/-each ranking pari passu in all respect with the existing Equity Shares at an Extra Ordinary General Meeting held on 14^th July, 2023.

During the year, further the Authorized Equity Share Capital of the Company was increased from Rs.500,000/- (Rupees Five Lakh Only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs.10/- each to Rs.180,000,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs.10/- each by creation of additional 1,79,50,000 (One Crore Seventy Nine Lakh Fifty Thousand) Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares at an Extra Ordinary General Meeting held on 14^th December, 2023.

Issued, Subscribed & Paid-Up Capital and Allotments

The details of Allotments made during the Financial Year 2023-2024 are given as under:

After approval from members of the company in Extra - Ordinary General Meeting held on 19^th February, 2024, the company has issue 3,85,463 (Three Lakh Eighty Five Thousand Four Hundred Sixty Three) equity shares of face value of Rs.10/- (Rupees Ten only) each, at a price of Rs.250/- (Rupees Two Fifty) per share, upon the conversion of unsecured loan of Rs.9,63,65,750/- (Rupees Nine Crore Sixty Three Lakh Sixty Five Thousand Seven Hundred Fifty Only) outstanding as on 19^th February, 2024 and the Board of Directors in their meeting held on 20^th February, 2024 approved and allotted the 3,85,463 (Three Lakh Eighty Five Thousand Four Hundred Sixty Three) equity shares of face value of Rs.10/- (Rupees Ten only) each, at a price of Rs.250/-(Rupees Two Fifty) per share.

The company has issue and allot 89,64,186 (Eighty Nine Lakh Sixty Four Thousand One Hundred Eighty Six) Equity shares of Rs. 10/- each as a Bonus Shares in the proportion of 22 (Twenty Two) Bonus share of Rs.10/- (Rupees Ten Only) each for every 01 (One) existing Fully Paid-up Equity Share of Rs. 10/- each held by the Members after approval from members at Extra - Ordinary General Meeting held on 28^th February, 2024, the board of directors of the company has allotted 89,64,186 (Eighty Nine Lakh Sixty Four Thousand One Hundred Eighty Six) equity shares of Rs.10/- each fully paid-up as bonus shares.

Pursuant to the Initial Public Offer of Equity Shares as approved by the Members of the Company via resolution dated 07^th March, 2024, the Board of Directors, in their meeting held on 29^th March,2024 has allotted total 3,440,000 Equity Shares of Rs. 10/-each at price of Rs. 32/- per Equity Share to the successful allottees.

Significant and Material Orders

- The Registrar of Companies issued Fresh certificate of incorporation consequent to conversion of GSM Foils LLP to GSM Foils Private Limited as on 27^th June, 2023.

- The Registrar of Companies issued a fresh certificate of Incorporation consequent to conversion of Private Limited to Public Limited as on 04^th September, 2023.

There are no significant and material orders passed by the regulators or courts or tribunals except herein above mentioned.

Material Changes and Commitment

Initial Public Offer and Listing of Equity Shares

The directors are pleased to inform that the Initial Public Offer ("the IPO") of 3,440,000 Equity Shares of Rs. 10/- each at price of Rs. 32/- (including premium of Rs. 22/-) per Equity Share aggregating ? 1,100.80 Lakhs. The issue was entirely a fresh issue of 34,40,000 Equity Shares by way of fixed price issue.

The Equity Shares of the Company was traded and Company was listed on National Stock Exchange of India Limited (Emerge Platform) with effect from 31^st May, 2024.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report other than hereinabove mentioned.

Directors And Key Managerial Personnel

Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Original Appointmen t	Date of Appointment at current Term & designation	Total Direct or Ships*	No. of Committee **		No. of Shares held as on March 31, 2024
					in which Director is Member	in which Director is Chairma n
Mr. Sagar Girish Bhanushali	Chairman & Whole Time Director	27/06/2023	14/12/2023	1	1		4467681 Equity Shares
Mr. Mohansingh Laxmansingh parmar	Managing Director	27/06/2023	14/12/2023	1	1		4902588 Equity Shares
Mrs. Yashoda Kanwar Bhagrot (Resigned w.e.f. 14th February, 2024)	Non Executive Director	14/07/2023	NA	NA	NA	NA	NA
Mr. Mahesh virchand Mehta	NonExecutive Director & Independent Director	14/12/2023	NA	1		2
Mr. Vijay Venilal Pandya	NonExecutive Director & Independent Director	14/12/2023	NA	1	1
Mrs. Swati Dhaval Mirani	NonExecutive Director & Independent Director	19/02/2024	NA	1	1

* Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

** Committee includes Audit Committee, and Shareholders'' Relationship Committee across all Public Companies including our Company.

During the year, Mrs. Yashoda Kanwar Bhagrot Resigned w.e.f. 14^th February, 2024 as a Non-Executive Director from the company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act") and in pursuance of Regulation 17 of Listing Regulations.

Disclosure By Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Board Meetings

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 12 (Twelve) times as on 28^th June, 2023, 01^st July, 2023, 16^th October, 2023, 11^th December, 2023, 15^th December, 2023, 14^th February, 2024, 20^th February, 2024, 01^st March, 2024, 06^th March, 2024, 22^nd March, 2024, 23^rd March, 2024 and 28^th March, 2024.

The gap between two consecutive meetings was not more than 120 (One Hundred and Twenty) days as provided in Section 173 of the Act.

The details of attendance of each Director at the Board Meetings are given below:

NAME	DESIGNATION	NO. OF MEETINGS ENTITLED TO ATTEND	NO. OF MEETINGS ATTENDED
Mr. Sagar Girish Bhanushali	Chairman & Whole Time Director	12	12
Mr. Mohansingh Laxmansingh Parmar	Managing Director	12	12
Mrs. Yashoda Kanwar Bhagrot (Resigned w.e.f. 14th February, 2024)	Non-Executive Director	5	5
Mr. Mahesh Virchand Mehta (Appointed w.e.f. 14th December, 2024)	Non-Executive Director & Independent Director	8	8
Mr. Vijay Venilal Pandya (Appointed w.e.f. 14th December, 2024)	Non-Executive Director & Independent Director	8	8
Mrs. Swati Dhaval Mirani (Appointed w.e.f. 19th February, 2024)	Non-Executive Director & Independent Director	6	6

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1	Extra Ordinary General Meeting	14/07/2023
2	Extra Ordinary General Meeting	14/12/2023
3	Extra Ordinary General Meeting	19/02/2024
4	Extra Ordinary General Meeting	28/02/2024
5	Extra Ordinary General Meeting	07/03/2024

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the Company has three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Mr. Mahesh Virchand Mehta (DIN: 09325268) was appointed as a Non-Executive Independent Director for 5 Years w.e.f. 14^th December, 2023 at the Extra-Ordinary General Meeting of the members held on 14^th December, 2023.

Mr. Vijay Venilal Pandya (DIN: 10420959) was appointed as a Non-Executive Independent Director for 5 Years w.e.f. 14^th December, 2023 at the Extra-Ordinary General Meeting of the members held on 14^th December, 2023.

Mrs. Swati Dhaval Mirani (DIN: 10449509) was appointed as a Non-Executive Independent Director for 5 Years w.e.f. 19^th February, 2024 at the Extra-Ordinary General Meeting of the members held on 19^th February, 2024.

Formal Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on 28^th March, 2024 during the year reviewed the performance of the Board, its Chairman and NonExecutive Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time.

B) Retirement by Rotation and Subsequent Re-Appointment

Mr. Mohansingh Laxmansingh Parmar (DIN: 08413828) Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 01^st Annual General meeting.

Key Managerial Personnel

Name	Designation	Date of Appointment	Date of Resignation
Mr. Mohansingh Parmar	Managing Director	14/12/2023	NA
Mr. Sagar Bhanushali	Whole Time Director	14/12/2023	NA
Mr. Sagar Bhanushali	Chief Financial Officer	11/12/2023	NA
Mr. Pratik Makwana	Company Secretary & Compliance Officer	11/12/2023	NA

During the year, in accordance with Section 203 of the Companies Act, 2013, the Company had appointed Mr. Mohansingh Parmar (DIN: 08413828) as a Managing Director of the Company (KMP) & Mr. Sagar Bhanushali (DIN: 09126902) as a Whole time Director (KMP) of the Company, w.e.f. 14^th December, 2023.

The Company has appointed Mr. Sagar Bhanushali as Chief Financial Officer of the Company (KMP) w.e.f. 11^th December, 2023. The Company has appointed Mr. Pratik Makwana as a Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 11^th December, 2023.

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

Constitution of Various Committees & Its Meeting;

AUDIT COMMITTEE;

The Audit Committee was constituted vide Board resolution dated 06^th March, 2023 pursuant to Section 177 of the Companies Act, 2013. The Committee met 01 (one) times during the year. The meetings were held on 22^nd March, 2024 with the requisite quorum present for the meeting. The composition and attendance of members of the committee are as under:

Sr. Name of the Person Designation Particulars of Meetings

No. No. of Meetings No. of

entitled to Meetings

attend Attended

1 Mr. Mahesh Virchand Chairman 1 1

Mehta

2 Mrs. Swati Dhawal Member 1 1

Mirani

3 Mr. Sagar Girish Member 1 1

Bhanushali

NOMINATION AND REMUNERATION COMMITTEE;

The Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated 06^th March, 2023 pursuant to section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. There is no committee meeting held during the year 2023-2024. The composition of the Committee is given below:

Sr. No.	Name of the Person	Designation	Particulars of Meetings
			No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Vijay V Pandya	Chairman	-	-
2	Mr. Mahesh Virchand Mehta	Member	-	-
3	Mr. Swati Dhawal Mirani	Member	-	-

STAKEHOLDER RELATION COMMITTEE;

The Shareholders'' Relationship Committee has been formed by the Board of Directors pursuant to Section 178 (5) of the Companies Act, 2013 at the meeting held on 06^th March, 2023. The Committee mainly focus on the redressal of Stakeholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report, etc. There is no committee meeting held during the year 2023-2024. The composition of the Committee is given below:

Sr.	Name of the Person	Designation	Particulars of Meetings
No.			No. of Meetings entitled to attend	No. of Meetings attended
1	Mr. Mahesh Virchand Mehta	Chairman	-	-
2	Mr. Vijay V Pandya	Member	-	-
3	Mr. Mohansingh L Parmar	Member	-	-

Corporate Social Responsibility Committee

The Company is not required to constitute Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Company''s website at the link https://www.gsmfoils.com/policies.php

Public Deposits

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the relevant Provisions of the Company Act, 2013 and the Rules made thereunder are not applicable.

Particulars of Loans, Guarantees, Investments & Security

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address of the Annual Return of the Company is https://www.gsmfoils.com/.

Contracts or arrangements with related parties:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as ''Annexure- I'' forms part of this Report.

The details of the related party transactions for the financial year 2023-2024 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.gsmfoils.com/policies.php

Disclosure of Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an ''Annexure -II'', forms part of this Report.

Subsidiaries of the Company

During the year under review, the Company does not have any Subsidiaries. Associates and Joint Venture Company

During the year under review, the Company does not have any Associate or Joint Venture.

Sexual Harassment of Women at Workplace

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-2024, the Company has not received a single complaint on sexual harassment.

Conservation of Energy and Technology Absorption

The Information relating to Conversion of energy, technology absorption and foreign exchange earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 provided under "Annexure III".

Secretarial Standards of ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Internal Financial Control Systems and their Adequacy

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

Corporate Governance

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant headings.

Management Discussion and Analysis Report:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as ''Annexure - IV''.

Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. M N C A and Associates, Chartered Accountants (FRN: 100586W), were appointed as Statutory Auditors of the Company for the F.Y. 20232024.

The Board of Directors of the Company, on the recommendation of the Audit Committee, recommended for the approval of the Members for reappointment of M/s. M N C A & Associates, Chartered Accountants as a Statutory Auditors of the Company for a period of five years from FY 2024-2025 to FY 2028-2029 i.e. to hold the office from the conclusion of this Annual General Meeting till the conclusion of 06^th Annual General Meeting of the Company, on such terms and at a Remuneration plus reimbursement of out of pocket expenses at actuals plus applicable taxes as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.

M/s. M N C A & Associates, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s. M N C A and Associates, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors'' Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further the Auditors'' Report being self - explanatory does not call for any further comments from the Board of Directors.

Secretarial Auditor

During the year under review, Secretarial audit was not applicable. However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has also appointed M/s. K.P. Ghelani & Associates, Company Secretaries as a Secretarial Auditor of the Company for the F.Y. 2024-2025.

Maintenance of Cost Record

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to 31^st March, 2024 and accordingly such accounts and records were not required to be maintained.

Internal Auditor

During the year under review, the provisions of appointment of an Internal Auditor was not applicable to the company.

Human Resource Development and Industrial Relations

The Company believes that its human resources are one of the most crucial assets and critical enablers of the Company''s growth. To that extent, the Company engages with its employees to hone their skill sets and equip them with knowledge and know-how. It is also deeply invested in establishing its brand name to attract and retain the best talent in the market.

During the period under review, employee relations continued to be healthy, cordial, and harmonious at all levels, and the Company aims to maintain such relations with the employees going forward as well.

Website

During the reporting period, the Company was not a listed entity on any Stock Exchange. However, in compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely https://www.gsmfoils.com/index.php containing information about the Company.

The Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

During the Financial Year 2023-2024, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company. As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and listing regulations, to the extent the transactions took place on those items during the year.

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

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

(v) Information on subsidiary, associate and joint venture companies.

Cautionary Statement

Statements in the Management Discussion and Analysis and other parts of the report describing the Company''s objectives, projections, estimates and expectations may be forward-looking statements. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. Important factors that could make a difference to the Company''s operations include economic and political conditions in India and other countries, in which the Company may operate. Other factors that may impact the Company''s operations include volatility in interest rates, changes in government regulations and policies, tax laws, statutes, and other incidental factors.

Acknowledgements

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For and on Behalf of Board of Directors GSM FOILS LIMITED

-Sd- -Sd-

Sagar Bhanushali Mohansingh Parmar

Chairman & Managing Director

Whole Time Director

(DIN: 09126902) DIN: 08413828

Date: 02.09.2024 Place: Vasai, Mumbai