G S Auto International Ltd

Dear Members,

The Directors of your Company have immense pleasure

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in presenting the 50 Annual Report of the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024: -

1 . Financial Results: The Summary of financial results is given below:-

(Rs. Lakhs)

2. Financial Performance:

During the year under review, the Company recorded improvement in overall performance and efficiency in all fields viz. production, sales growth, employee productivity and improvement in profitability as compared to the previous year?s performance. Your Company has registered increase in revenue from operation of Rs. 15070.31 lakhs as compared to Rs. 12955.71 lakhs in the previous year. During the year, your Company has earned profit before depreciation & amortization and Interest & Taxes (PBDIT) of Rs. 962.45 lakhs (Previous year Rs.395.25 lakhs), Profit after provision for depreciation & amortization (PBIT) of Rs. 576.37 lakhs (Previous year Rs. 11.10 lakhs), Profit before tax (PBT) of Rs. 100.66 lakhs (Previous year loss Rs. 480.75 lakhs) and Profit after Tax of Rs. 69.08 lakhs (Previous year loss of Rs. 279.43 lakhs). The total comprehensive income for the year was Rs 65.88 lakhs (Previous year loss Rs 296.53).

During the year, the company improved its overall performance consistently in every department. The company has increase sales 16% with addition of new products, better product mix, increase in customer base and increase in sales team network. There was better management for procurement of Raw materials and other consumables and improvement in different processes. The Company was able to surpass its determined periodical targets for sales and production. The company was able to contain in Interest & Financial expenses due to decrease in debts.

3. Foreign Exchange Earnings:

During the year, your company has earned net foreign exchange of Rs. 203.20 lakhs from exports as against Rs. 237.38 lakhs in the previous year due to sluggish export market. There was no outgo of foreign currency during the year.

4. Quality:

The Company has retained its ISO/TS 16949 certifications for its Quality Management System.

5. Dividend:

During the period under review, in view of moderate level of profitability and to strengthen its long term working capital and to repay long term debts, the Board has decided not to recommend any dividend for the financial year 2023-2024.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Unpaid Interim Dividend for the F.Y. 2009-10 and Final Dividend for the F.Y. 2010-11 and the shares corresponding to the unclaimed dividend for the consecutive seven years have been transferred to Investor Education and Protection Fund (IEPF) in 2017 and 2018 respectively. There is no unpaid /unclaimed dividend for a period of more than seven years as on March 31, 2024.

The list of equity shareholders whose shares are transferred to IEPF can be accessed on the website o f t h e C o m p a n y a t https://gsauto.in/pdf/compliance/Other%20Complia nces/List%20of%20Shareholders%20who%20have %20not%20claimed%20dividend%20for%20the%2 07%20consecutive%20years%20(1).pdf.

Shareholders are requested to file IEPF-5 form to claim dividend and shares lying in IEPF.

7. Reserves:

During the period under review, no amount was transferred to reserves.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

9. Adequacy of Internal Control:

The Company has a proper and adequate system of internal control, to ensure that all the assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/ Board effectively.

The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable material weakness in the design or operation has been observed so far.

In conformity with the provisions of Regulation 34(2)(c) of the SEBI Listing Regulations, the Cash

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Flow Statement for the year ended 31 March, 2024, is annexed hereto.

The paid-up share capital of the Company as at March 31, 2024 is Rs. 725.73 Lakhs consisting of 1,45,14,580 equity shares of Rs. 5/- per share. The Company currently has no outstanding shares issued with differential rights, sweat equity or Employee Stock Option Scheme [‘ESOS?].

The company does not have any subsidiary.

During the year under review, no Companies have become Subsidiary, Joint Venture or Associate Company.

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Regulation 22 of the SEBI Listing Regulations & Sub section (9 & 10) of Section 177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, inter alia, provides, for all listed companies to establish a vigil mechanism called "Whistle Blower Policy" for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company?s code of conduct or ethics policy.

The Company has established a Vigil Mechanism and a Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations. Disclosures can be made by a whistle- blower through an email or a letter to the Chairman of the Audit Committee 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. It is affirmed that during the year, the Company has not received any complaint under Vigil Mechanism / Whistle Blower Policy and no personnel have been denied access to the Audit Committee. The Vigil Mechanism Policy can be accessed at the Company?s website at the link https://www.gsauto.in/pdf/Company%20information/ Vigil%20Mechanism%20Policy.pdf

The Company is developing certain machineries (Special Purpose Machines), as per its various in-house production process requirements, along with for the requirements of its group companies as and when required.

The Company has a team of able and experienced professionals and is always following the policy of Creating a healthy environment and work culture resulting into harmonious inter-personal relations.

The Risk Management Policy required to be formulated under the SEBI Listing Regulations has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten existence of the Company.

The Risk Management Policy can be accessed at the C o m p a n y ? s w e b s i t e a t t h e l i n k https://www.gsauto.in/pdf/626a3108c192c6.104903 47.pdf

Directors liable to retire by Rotation: In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of association of the Company, Mr. Jasbir Singh Ryait, Managing Director (DIN: 00104979) and Mr. Surinder Singh Ryait, Managing Director (DIN: 00692792), shall retire at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment, on the same terms and conditions on which they were appointed/ re-appointed.

In compliance with Regulation 36(3)(a) of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief resumes of all the Directors proposed to be appointed / re-appointed are attached along with the Notice calling the ensuing Annual General Meeting.

Independent Directors: Mr. Pardeep Sehgal (DIN: 08355909) was appointed as Independent Director of the Company, not liable to retire by rotation, by the Shareholders in their Annual General Meeting held th on 30 September, 2019, for the term of five consecutive years ended on 13 February, 2024.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the Company respectively and receipt of notice under Section 160 of the Companies Act, 2013, Mr. Pardeep Sehgal (DIN: 08355909), Independent Director of the Company, is recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting, for a second consecutive term of five years commencing from 14 February, 2024 upto 13 February, 2029, by way of Shareholders? Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

The reappointment of Mr. Pardeep Sehgal is being proposed to Shareholders of the Company, keeping in view of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (applicable w.e.f. 01 April, 2024), which provides for mandatory approval of the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, and for seeking approval of shareholders in the first general meeting to be held after 31 March, 2024.

00266474), was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from 24 May, 2022, by the Shareholders by way of postal ballot, through notice dated 14 July, 2022 for a term of 3 (three) consecutive years with effect from 24 May, 2022 23 May, 2025.

Post recommendation and approval by Nomination and Remuneration Committee and the Board of Directors of the Company respectively and receipt of notice under Section 160 of the Companies Act, 2013, CA Kanwalpreet Singh Walia (DIN: 00266474), Independent Director of the Company, is recommended for re-appointment to the Shareholders in the ensuing Annual General Meeting, for a second consecutive term of five years commencing from 24 May, 2025 to 23 May, 2030, by way of Shareholders? Special Resolution under provisions of Section 149 (10) of the Companies Act, 2013.

Appointment /Re-appointment of Managing & Executive Directors

At the 47 Annual General Meeting of the Company held on 30 September, 2021, Shareholders a p p r o v e d t h e f o l l o w i n g a p p o i n t m e n t s /

Likewise, CA Kanwalpreet Singh Walia (DIN :

After considering the performance and valuable contribution from above directors towards the growth of the Company during their tenure, the Nomination and Remuneration Committee and the Board of Directors recommended their concerned reappointments, for a period of three Consecutive

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Years With Effect from 14 August, 2024 upto 13 August, 2027, subject to the Approval of the Members in the ensuing Annual General Meeting (AGM).

Mrs. Dalvinder Kaur Ryait (DIN: 00572812) and Mrs. Amarjit Kaur Ryait (DIN: 00572776), Women Directors of the Company, are appointed in compliance with Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

Independent Directors are non-executive directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Company?s Policy relating to Directors? appointment, payment of remuneration and discharge of their duties: The Nomination and Remuneration Committee of the Company has formulated a ‘Nomination & Remuneration Policy? which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is annexed hereto and forms part of this report as Annexure II.

Your Company has formulated Familiarization Programme for all the Board Members in accordance with Regulation 25 of the SEBI Listing Regulations and Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc, through various programs.

The Familiarization Program for Board Members may be accessed on the Company?s website https://www.gsauto.in/pdf/65cf28c072fdf8.0700153 0.pdf.

Annual Evaluation of the Board Performance: The meeting of the Independent Directors of the Company for the financial year 2023-24 was held on

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13 February, 2024, to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and the Board as a whole. The Policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors has been formulated by the Company in the following manner:

Key Managerial Personnels: In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnels

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(KMPs) of the Company as on 31 March, 2024.

* Ms. Mani Saggi, Company Secretary & Compliance Officer (Membership No.: A51919), resigned from the company w.e.f. 14 October, 2023. Mr. Harkirat Singh Ryait, Executive Director (DIN: 07275740), was appointed as Compliance Officer of the Company w.e.f. 15 October, 2023. Later, Mr. Sandeep, an Associate Member of ICSI (Membership No.: A72232), was appointed as Company Secretary & Compliance Officer w.e.f. 13 January, 2024.

During the year under review, the Board met five times. The details of Board Meetings are set out in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders? Relationship Committee. All committees consist of a combination of Independent as well as Non-Independent Directors as stipulated under the provisions of the Companies Act, 2013.

Mr. Pardeep Sehgal (DIN: 08355909), Independent Director, has been inducted as Member in the Audit Committee by the Board of Directors in its Meeting held on 13-01-2024.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

M/s. Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N), Chartered Accountants, Ludhiana, were re-appointed as Statutory Auditors of the Company in 47 Annual General Meeting to hold office till the conclusion of 52 Annual General Meeting (AGM).

Further, the Statutory Auditors of the Company have submitted Auditors? Report on the account of the Company for the Financial Year ended 31 March, 2024.

The Auditors? Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

The Company is maintaining the Cost Records, as specified by the Central Government under Section 148 of the Companies Act, 2013. The Board of Directors had appointed M/s. Pawan & Associates, Cost Accountants, Mohali, (FRN: 101729) as the Cost Auditors of the Company to conduct Cost Audit of the accounts of the Company for the financial year ended 31 March, 2024. However, as per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and Records) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by the members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s. Pawan & Associates, Cost Accountants, Mohali, for the financial year 2024-25 is placed for ratification by the members.

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Baldev Arora & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of the Company by the Board of Directors of the Company in their meeting held on 30 May, 2024 for auditing the secretarial records of the Company for the financial year 2023-24.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended March 31, 2024.

The said Report forms part of this Annual Report as

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably.

A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance as

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars relating to Loans, Guarantees and Investments under Section 186 of the Companies

Act, 2013 are provided in the note no. 37 to the Financial Statements.

All related party transactions that were entered into during the financial year, were in the ordinary course of Company?s business and were on arm?s length basis. During the year, the Company had not entered into any contract, arrangement or transaction with any related party which could be considered as material within the provisions of Regulation 23 of SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Companies Act, 2013 in Form AOC-2 is not applicable.

All the related party transactions are placed before the Audit Committee for approval on a quarterly basis. Members may refer to Note 44 to the Financial Statements which sets out related party disclosures pursuant to Ind AS.

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be a c c e s s e d o n t h e C o m p a n y ? s w e b s i t e https://www.gsauto.in/pdf/644a2d73280a61.800821 21.pdf

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures in respect of managerial remuneration as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, forms part of this report as per Annexure IV.

The Board has laid down a code of conduct for Board Members and Senior Management Personnel of the Company. The code incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company?s website.

The Board Members and Senior Management Personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman and Managing Director is given at the end of the Corporate Governance Report.

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on 31 March, 2024 has been placed on the website of the Company and the web link of such Annual Return is https://www.gsauto.in/pdf/66c6d6974a4cf3.891326 21.pdf

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

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings.

33. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/initiation on these matters during the period under review:-

a) Material changes and commitments, affecting the financial position of the Company that has occurred between the end of the financial year of the Company and the date of signing of this report;

The appeal was allowed in favour of the company vide Order dated 21-05-2024 by ITAT, Chandigarh for the Asst. Year 2011-12.

b) Details relating to deposits covered under Chapter V of the Act;

c) Any fraud reported by the Auditors of the Company under Section 143(12) read with rule 13 of Companies (Audit and Auditors) Rules, 2014;

d) Significant material orders passed by Regulators or Courts or Tribunals which impact the going concern status and the Company?s Operations in future;

e) Change in the nature of business of the Company;

f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016; and

g) The requirement to disclose the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons there of, is not applicable.

Pursuant to the provision of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement. Your Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that your Directors have selected appropriate 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 March 31, 2024 and of the profit of the Company for the said financial year;

iii. that your Directors have 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;

iv. that your Directors have prepared the annual accounts on a going concern basis;

v. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Your Directors place on record their sincere appreciation and gratitude to the continuing patronage and trust of our valued customers, bankers, business associates, shareholders and other statutory authorities who have extended their continued support and encouragement to your Company. Your Directors wish to thank and acknowledge the support of dealers, distributors, vendors and other business associates of the Company for their achievements and good performance in the field of sales and service to the end users.

Your directors also place on record their sincere appreciation for the enthusiasm and commitment of all its employees for the growth of the Company and look forward to their continued involvement and support.