Dear Members,

Your Directors have great pleasure in presenting the 31^st Annual Report together with Audited Statements of Accounts of the Company for the year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial results for the year ended March 2022 as compared to the previous year are as follows:

(Rs. in Lakhs)

REVIEW OF OPERATIONS

After obtaining physical possession of the factory the Management carried out repairs and maintenance activities and started trial production in May 2019.

Commercial Production was started from October 2019. During the year under review, the turnover of the Company was Rs. 7812.03 Lakhs as against Rs. 11546.05 Lakhs in previous year. Company has incurred loss of Rs. 688.05 Lakhs as against profit of Rs. 1203.71 Lakhs in previous year. Further Management is actively involved in trying to utilize the idle capacities available with the Company and reduction of raw material cost.

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

No amount is proposed to be transferred to any reserve.

DIVIDEND:

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

MAJOR EVENTS OCCURRED DURING THE YEAR

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

(ii) CHANGE IN STATUS OF THE COMPANY There has not been change in status of the company.

(iii) KEY BUSINESS DEVELOPMENTS;

Present position of the industry is very fragile. Increase in cost of cotton and its shortage led to decrease in turnover to Rs. 7812.03 Lakhs as against Rs. 11546.05 Lakhs in previous year. It further deteriorate all financials ratio.

The entire spinning and weaving industry are going through an unprecedented inflation in the base raw material prices. Just to give an example of the same the cotton prices have soured by more than 350-400% since the time when the factory restarted post covid lockdown.

Cotton prices have increased from around 95-100 Rs. Per kg to around 325-350 Rs. Per kg. Further, the quality of cotton which is procured by us is seeing extreme shortage which has further escalated the sourcing issue. The quality of cotton has also deteriorated over a period of time.

(iv) CHANGE IN THE FINANCIAL YEAR

There is no change in financial year

(v) CAPITAL EXPENDITURE PROGRAMMES

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

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

(vii) MODERNIZATION AND DIVERSIFICATION

Management has carried out huge repairs and maintenance post acquisition in past several years. Meager modernization activities has been carried out. No Diversification has been done by the company in 2022-23

CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business.

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

Increase in cotton prices and shortage of cotton prices led to closure of Manufacturing plant for few months in 2022-23. Except this there have been no material changes and commitments, which affect the financial position of the company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report.

COVID 19

The entire spinning and weaving industry are going through an unprecedented inflation in the base raw material prices. Just to give an example of the same the cotton prices have soured by more than 350-400% since the time when the factory restarted post covid lockdown

GENERAL INFORMATION

i) OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR;

Cotton prices have increased from around 95-100 Rs. Per kg to around 325-350 Rs. Per kg. Further, the quality of cotton which is procured by us is seeing extreme shortage which has further escalated the sourcing issue. The quality of cotton has also deteriorated over a period of time.

II) EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

Increase in raw material prices and Shortage of raw material have left us helpless and we regret to inform that it was be difficult to supply the cotton for job work hence manufacturing facilities were close for few months. We are also exploring the option of bringing imported cotton to continue operations.

SHARE CAPITAL

The Company's Authorized Share Capital as on 31^st March, 2023 stands at Rs. 25,00,00,000/- and issued & paid up capital as on 31^st March, 2023 stands at Rs. 205,84,835/- divided into 41,16,967 fully paid up equity shares of Rs. 5/- each. During the year, under review, the Company has not issued any share(s). Further the Company has not issued any share with differential Voting Rights/Sweat Equity shares/under Stock Option Scheme (ESOS) earlier and during the year.

NCLT by its order dt. 31-07-2018 approved Reduction of Face Value of Shares to Re. 0.50 per Share from Re. 5 Per Share and further consolidation of face value of shares to Re. 5 per share. Post consolidation paid up equity shares will reduce from 4,11,69,667 shares of Rs. 5/- each to 41,16,967 equity shares of Rs. 5/- each. It also involves extinguishment of shares of previous Promoters and top 10 shareholders. However compliance / corporate actions of the same with CDSL, NSDL, ROC and Stock Exchanges were pending at the end of the March 2023. Company's application with BSE and NSE is pending for approval. Company expects it to get its approval in near future

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during the year under review covered under section 186 of the Companies Act 2013.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

LISTING OF SHARES

Presently Company's shares are listed and traded at the BSE Limited, Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE). The Listing fees for the year 2022-23 has been paid.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes happened during the last year

Further Mr. Vijay Vishnu Dudharkar (DIN: 08863530) and Mr. Sidhant Patil (DIN - 08817203) Independent Directors of the Company, resigned from the Board of the Company on account of personal reason and other professional commitments. We further confirm that there is no other material reason for their resignation other than those provided above

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure 1.

DECLARATION OF INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

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

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

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

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

iii. Their administrative experience;

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

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

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

Positive attributes of Directors (including Independent Directors):

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

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

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

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

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

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

g. Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 as amended from time to time.

Independence Review Procedures

- Annual Review

The director's independence for the independent director will be determined by the Board on an annual basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

- Individual Director's Independence Determinations

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

All determinations of independence shall be made on a case-by-case basis for each director after consideration of all the relevant facts and circumstances and the standards set forth herein. The Board reserves the right to determine that any director is not independent even if he or she satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

- Notice of Change of Independent Status

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

a. Criteria for appointment of KMP/Senior Management -

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

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

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

iv. To adhere strictly to code of conduct

b. Term -

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

c. Evaluation -

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

d. Removal -

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

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

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

Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and Senior Management based on the standard market practice and prevailing HR policies of the Company.

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

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

PERFORMANCE EVALUATION OF THE BOARD:

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

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

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

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

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

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination

& Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

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

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

Number of Meetings of the Board

During the year under review, board meetings were held on 10-05-2022, 19-05-2022, 30-05-2022, 27-06-2022, 06-07-2022, 13-08-2022, 02-09-2022, 30-09-2022, 14-11-2022, 14-02-2023 and 30- 03-2023. Eleven meetings of the Board were held during the year. The detailed information regarding meetings of the Board held during the year is mentioned in the Corporate Governance Report which forms part to this report.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT - 9 has been posted on the website of the company i.e. www.girnarspintex.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

Corporate Governance report is provided separately in this annual report.

AUDITORS AND AUDITORS REPORT

(a) Statutory Auditor & Audit Report

In accordance with the provisions of Section 139 of the Companies Act, 2013, at the Annual General Meeting held on September 27, 2018 M/s Sanjay Vhanbatte were appointed as Statutory Auditors of the Company for the period of 5 years commencing from the conclusion of 26th Annual General Meeting till the conclusion of 31st Annual General Meeting.

After conducting a detailed evaluation and based on the recommendation of Audit, Risk and Compliance Committee, the Board approved the proposal for placing at the 31st AGM the matter of re appointment of M/s Sanjay Vhanbatte & Company, Chartered Accountants (Firm Registration No. 112996W ) as statutory auditors of the Company for a term of 5 years from the financial year 2023-24 onwards on such terms and conditions and remuneration as may be decided by the Audit, Risk and Compliance Committee. A resolution to that effect forms part of notice of the 31st AGM sent along with this Annual Report.

(b) Cost Auditor:

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

(c) Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company has appointed Shrenik Nagaonkar & Associates, Practicing Company Secretaries as Secretarial Auditor to carry out the secretarial audit for the financial year 2022-23.

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

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

i) Reply to remarks, observation by Statutory Auditor - With reference statutory auditor remark on nonpayment of disputed statutory dues we wish to inform you that the same has been waived by pursuant to NLCT order 31.07.2018 hence not payable.

ii) Reply to remarks, observation by Secretarial Auditor -

(d) Internal Audit

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

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):

Previous year the company's net profit exceeded Rs. 500.00 Lakhs hence the provisions of Corporate Social Responsibility have become applicable. Company has formed CSR committee which comprises of

Mr. Pruthveesh Ravi Shetti, Independent Director Mr. Dhruv Jain, Independent Director

Mr. Deepak Chaganlal Choudhari, Managing Director of the Company

The Corporate Social Responsibility (CSR) Committee was constituted as per Section 134 of Companies Act 2013.

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

Company runs project of providing medical benefits to poor and needy people. As against CSR Liability of Rs. 5.61 Lakhs company has spent Rs. 6.00 Lakhs which is excess by 0.39 Lakhs. This amount was spent for kidney transplant. Due to medical situation of patient though company couldn't spend in 2022-23 company has spent amount in April 2023.

The details as required under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are given as Annexure 4.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for that period;

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

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

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

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

INTERNAL FINANCIAL CONTROL

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

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

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

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

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

B. Technology absorption:

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

C. Foreign exchange earnings and Outgo:

VIGIL MECHANISM

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

During the year under review, the Company has an Internal Complaint Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and, there were no compliant received during the year. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

PERFORMANCE OF EMPLOYEES:

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

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

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

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

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

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

RISK MANAGEMENT:

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

FAMILIARIZATION PROGRAMME:

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31 March 2023. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable

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

No significant orders were passed by any court.

ACKNOWLEDGEMENTS

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