GMM Pfaudler Ltd

To the membes

The Directors hereby submits the Sixty Second Annual Report together with the Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. SUMMARY OF THE FINANCIAL RESULTS:

(in ' Crore)

During the financial year 2024-25, on a consolidated basis revenue was down by approx 7%, Profit before tax was down by approx. 62% and Profit after tax was down by approx. 71% as compared to the previous financial year.

During the financial year 2024-25, on standalone basis revenue was down by approx. 11%, Profit before tax was down by approx. 19% and Profit after tax was down by approx. 17% as compared to the previous financial year.

These results include one-time costs amounting to gross value of '67.25 Crores incurred during the year towards closure of the Leven site in UK, Hyderabad site in India, and India EBITDA transformation program. All costs pertaining to these events have been considered in the financial year 2024-25.

2. SHARE CAPITAL:

There was no change in Authorised and Paid-up Share Capital of the Company during the year under review.

3. ESOP:

With the approval of the Shareholders on December 2, 2021, through Postal Ballot, the

Company had introduced the GMM Pfaudler Employee Stock Option Plan 2021 ("ESOP Plan 2021") to reward, incentivize and retain eligible employees.

During the year, the Nomination and Remuneration Committee approved grant of 3^rd Tranche of options comprising of 16,200 stock options (0.04% of Company's paid-up share capital) to the Eligible Employees of the Company and its subsidiaries. In total, 1,22,550 stock options (0.27% of the Company's paid-up share capital) have been granted under the ESOP Plan 2021. No stock options were exercised during the year under review.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") have been placed on the website of the Company and can be accessed at https://www.gmmpfaudler.com/investors/ shareholders-center/shareholders-meetings

A certificate from Rathi & Associates, Secretarial Auditors of the Company certifying that the ESOP Plan 2021 has been implemented in accordance with SEBI SBEB Regulations pursuant to the resolutions passed by the Shareholders, will be available for electronic inspection at the ensuing Annual General Meeting.

4. TRANSFERS TO RESERVES:

During the year under review, there was no amount transferred to General Reserve out of the net profits of the Company for the financial year 2024-25. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

5. DIVIDEND:

During the year under review, the Board of Directors declared and paid an Interim Dividend of '1.00/- per share. The total amount distributed as interim dividend on paid-up share capital for the year amounted to '4.50 Crores.

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a Final Dividend of '1.00 on the paid-up share capital for the year amounting to '4.50 Crores.

The dividend declared and/or paid by the Company for the Financial Year 2024-25, is in compliance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy is set out as 'Annexure A' forming a part of this Report and is also available on the Company's website at https://www.gmmpfaudler.com/file/Dividend_ Distribution Policy.pdf.

6. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the Company's subsidiaries for the financial year ended March 31, 2025, is set out as 'Annexure B' of this Report.

Material Subsidiaries:

In terms of Regulation 16(1)(c) of the SEBI Listing Regulations, Material Subsidiary shall mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, during the financial year 2024-25, the Company had six material overseas subsidiary companies namely, GMM International S.a.r.l., Pfaudler GmbH, Pfaudler S.r.l., Pfaudler Limited, GMM Pfaudler US Inc., Mavag AG.

In line with the requirements of the Act and SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at: https://www.gmmpfaudler.com/investors/ policies-programmes.

Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said provisions, Mr. Nakul Toshniwal (DIN: 00350112), Independent Director of the Company, was a Director on the Board of GMM International S.a.r.l., Pfaudler GmbH and Pfaudler S.r.l.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial reporting as designed and implemented by the Company are adequate and ensure that all transactions are authorized, recorded and reported correctly in a timely manner. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. INTERNAL CONTROL SYSTEMS:

The Company's internal control systems are commensurate with the nature of its business, size and complexity of its operations. Appropriate internal control policies and procedures have been setup to ensure compliance with various policies, practices and statutes keeping in view the organization's pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee to further strengthen the process and make them more effective. The Audit Committee periodically reviews the adequacy and effectiveness of the Company's internal financial control and implementation of audit recommendations.

9. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section and forms a part of this Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for the financial year 2024-25 describing various initiatives taken by the Company from environment, social and governance perspective in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, is presented in a separate section and forms part of this Report.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report.

The requisite certificate from Deloitte Haskins & Sells, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate Governance.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a Corporate Social Responsibility ("CSR") Committee as per the provisions of Section 135 of the Act. The Board has also framed a CSR Policy as per the recommendations of the CSR Committee.

The CSR Policy is available on the Company's website at https://www.gmmpfaudler.com/file/ CorporateSocialResponsibilityPolicy.pdf.

The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2025, is provided under Annual Report on CSR prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as 'Annexure C' forming a part of this Report.

GMM Pfaudler Foundation, a Section 8 Company and wholly owned subsidiary of the Company, reflects the Company's commitment to CSR. The Foundation focuses on education, skill development, healthcare, and environmental sustainability, in alignment with the Company's CSR policy.

13. RELATED PARTY TRANSACTIONS:

All related party transactions entered by the Company during the financial year were in accordance with the Policy on dealing with related party transactions formulated and adopted by the Company. These transactions have been reviewed and certified by an Independent Consultant and approved by the Audit Committee and reviewed by it on a periodic basis.

The policy on dealing with related party transactions, is available on the Company's website at https://www.gmmpfaudler.com/file/ PolicyonRelatedPartyTransactions.pdf.

During the year under review:

a) All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm's length basis in terms of provisions of the Act.

b) No contracts or arrangements entered into under Section 188(1) of the Act and

c) No materially significant related party transactions that may have potential conflict with interest of the Company at large.

Necessary disclosure as required by the Indian Accounting Standards (Ind AS 24) have been made in the Annual Report.

The particulars of contracts or arrangements entered into with the related party are set out in Note 41 to the standalone financial statements of the Company forming part of the Annual Report. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.

14. RISK MANAGEMENT POLICY:

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner.

The Company continuously sharpens its risk management systems and processes in line with a rapidly changing business environment. The Company's Risk Management policy ensures sustainable growth of the organisation and to promote pro-active approach in evaluating, mitigating, and reporting such risks associated with the business. The said, policy is available on the Company's website at https://www.gmmpfaudler. com/file/Risk_Management_Policy.pdf.

The Risk Management Committee ("RMC") of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that key strategic and business risks are identified and addressed by the management.

A sub-committee of the RMC named Executive Risk Management Council (ERMC) continuously monitors and record changes in the business environment, threats and factors impacting the risk profile of the Company. The ERMC tracks and reports the implementation of the risk mitigation plans to the RMC which in turn reports to the Board of Directors.

Necessary information on the reference to the Committee, meetings of the Risk Management Committee held during the year and other related information are furnished in the Corporate Governance Report attached herewith and forms part of this Report.

15.1 DIRECTORS:

The Company's Board comprises of accomplished professionals with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities.

As on March 31, 2025, the Board comprised of five Non-Executive Independent Directors (including two Women Independent Directors), two NonExecutive Non-Independent Directors and one Executive Director.

As on date, Mr. Prakash Apte, Mr. Nakul Toshniwal, Ms. Bhawana Mishra, Mr. Vivek Bhatia and Ms. Shilpa Nirula are the Independent Directors on the Board. All the Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time.

The Company's Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and they hold highest standard of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Ashok Patel and Mr. Raghav Ramdev are NonExecutive, Non-Independent Directors, liable to retire by rotation. Mr. Tarak Patel serves as the Executive Director and holds the position of Managing Director of the Company.

As on date, none of the Director is disqualified under Section 164 of the Act. They are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority. All Directors have given a certificate to the Compliance Officer confirming adherence to the Code of Conduct & Ethics Policy of the Company for the financial year 2024-25.

Appointment/Re-appointment of Directors:

During the year under review Ms. Shilpa Nirula (DIN: 06619353) was appointed as Independent Director of the Company for the first term of five consecutive years w.e.f. May 22, 2024, up to and including May 21, 2029. Her appointment was subsequently approved by the shareholders at the Sixty-First Annual General Meeting of the Company held on August 9, 2024.

Ms. Bhawana Mishra (DIN: 06741655) and Mr. Vivek Bhatia (DIN: 08166667) were re-appointed as Independent Directors of the Company for the second term of five consecutive years w.e.f. April 1, 2025, up to and including March 31, 2030. Their reappointments were approved by the shareholders through Postal Ballot on March 13, 2025.

Further, the Board at its meeting dated February 6, 2025, based on the recommendation of the NRC, approved the appointment of Mr. Raghav Ramdev (DIN: 09043096) as Non-Executive NonIndependent Director, liable to retire by rotation, w.e.f. February 6, 2025, which was approved by the shareholders on March 13, 2025, via Postal Ballot.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Act, Mr. Ashok Patel, Director being longest in the office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment in accordance with the provisions of the Act.

15.2 KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Manish Poddar, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company, submitted his resignation effective from February 7, 2025, to pursue new opportunities and Mr. Alexander Poempner took over the role of Group CFO and KMP in line with Company's strategic objective to achieve seamless integration across geographies with effect from February 7, 2025.

As on date, Mr. Tarak Patel, Managing Director, Mr. Aseem Joshi, Chief Executive Officer, Mr. Alexander Poempner, Group Chief Financial Officer and Ms. Mittal Mehta, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

15.3 DIRECTORS ' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors have 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, 2025 and of the profit of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

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

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

15.4 MEETINGS OF THE BOARD:

Seven (7) Meetings of the Board of Directors were held during the financial year ended March 31, 2025. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

15.5 AUDIT COMMITTEE:

The Audit Committee as on March 31, 2025, comprised of four members viz. Mr. Vivek Bhatia, (Chairperson), Mr. Prakash Apte (Member), Mr. Nakul Toshniwal (Member) and Ms. Shilpa Nirula (Member). All members of the Audit Committee are Independent Directors.

The details of meetings of the Committee held during the financial year under review along with attendance of members thereof, changes in the composition of the Audit Committee during the year and period till date and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

15.6 STAKEHOLDERS RELATIONSHIP COMMITTEE ANDNOMINATION &REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee and Stakeholders Relationship Committee were constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report annexed to this Report.

15.7 NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

The Nomination and Remuneration and Evaluation Policy is available on website of Company at: https://www.gmmpfaudler.com/file/ NominationRemuneration&EvaluationPolicy.pdf.

15.8 BOARD EVALUATION:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Nomination Remuneration and Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

In order to have a fair and unbiased view of all the Directors, the Company used a secured online application of an external agency which helped maintain anonymity of the evaluation feedback.

The Independent Directors at their separate meeting reviewed the performance of:

- Non-Independent Directors and the Board as a whole;

- Chairperson of the Company after taking into account the views of Executive Directors and Non-Executive Directors;

-The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Directors were satisfied with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Directors and in particular Independent Directors possess utmost integrity, professional expertise and requisite experience including proficiency.

15.9 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Familiarization Programme for the Board and details of various familiarization programmes conducted during the year ended March 31, 2025 are available on the Company's website at https://www.gmmpfaudler.com/file/ Familiarization-Programme_FY25.pdf.

16. VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Company has formed an Ethics Committee to receive and investigate complaints received under the Whistle Blower Policy.

It gives a platform to the Directors and Employees to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints.

The mechanism ensures adequate protection and safeguards Directors and Employees from any victimization on reporting of unethical practices and irregularities. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at: https://www.gmmpfaudler.com/ file/WhistleBlowerPolicy.pdf.

17. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes that all its employees have the right to be treated with dignity and is committed to providing a safe and conducive work environment.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint of sexual harassment was received.

The policy formulated by the Company for Prevention of Sexual Harassment is available on the website of the Company at: https:// www.gmmpfaudler.com/file/Anti-Sexual- Harrassment-Policy.pdf.

18.1 STATUTORY AUDITORS:

Deloitte, Haskins & Sells, Chartered Accountants (FRN 117365W) were appointed as Statutory Auditors of the Company, for a second term of consecutive five years, i.e. from the conclusion of 57^th Annual General Meeting held on August 27, 2020, till the conclusion of 62^nd Annual General Meeting by shareholders of the Company. Accordingly, Deloitte Haskins & Sells would be completing their second term as the Statutory

Auditors of the Company at ensuing Annual General Meeting.

The Board of Directors of the Company (the Board), at its meeting held on February 6, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of S R B C & Co LLP, Chartered Accountants (Firm Registration No. 324982E/E300003), as the Statutory Auditors of the for a term of 5 (five) consecutive years from the conclusion of the 62^nd Annual General Meeting of the Company till the conclusion of the 67^th Annual General Meeting to be held in the year 2030.

The Auditors' Report for the financial year ended March 31, 2025, issued by Deloitte Haskins & Sells LLP does not contain any reservation, qualification or adverse remark. The notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

18.2 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Board of Directors had appointed Rathi and Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from Rathi and Associates, Practicing Company Secretaries for the financial year 2024-25 is set out at Annexure D' forming a part of this Report and does not contain any reservation, qualification or adverse remark.

Further, the Board of Directors of the Company, at its meeting held on May 21, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Shareholders of the Company, appointment of Rathi and Associates, Practicing Company Secretaries (Peer Review Certificate No. 6391/2025), as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years from the conclusion of the 62^nd Annual General Meeting of the Company till the conclusion of the 67^th Annual General Meeting to be held in the year 2030.

18.3 COST AUDITORS:

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed Dalwadi & Associates, Cost Accountants, Ahmedabad, Cost Auditors of the Company for the financial year 2024-25.

Further, the Board of Directors, on recommendation of the Audit Committee at their meeting held on May 21, 2025, have re-appointed Dalwadi & Associates, Cost Accountants for conducting audit of the cost accounting records maintained by the Company in respect of its manufacturing activities for the financial year 2025-26.

As per the provisions of the Act, the remuneration payable to the Cost Auditor shall be ratified by the shareholders at a general meeting. Accordingly, a resolution relating to the same will be placed before the Shareholders at the ensuing AGM.

18.4 INTERNAL AUDITORS:

The Board of Directors at their meeting held on May 25, 2023, had appointed Ernst & Young LLP as Internal Auditors of the Company for the financial year 2023-24 and 2024-25.

Ernst & Young LLP has conducted internal audit of the Company for the financial year 2024-25. Significant audit observations and corrective actions thereon were presented to the Audit Committee on a regular basis. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the internal auditors during the year.

Further, the Board of Directors of the Company, at its meeting held on February 6, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, approved the appointment of KPMG Assurance and Consulting Services LLP, Chartered Accountants as the Internal Auditors of the Company for the financial year 202526 & 2026-27.

19. CREDIT RATING:

During the year under review, ICRA Ltd. vide its report dated September 27, 2024, has reaffirmed the Company's long-term banking facilities [ICRA] AA-/Stable and short-term banking facility ratings at [ICRA] A1+. CRISIL vide its report dated March 21, 2024, rated the Company's long term bank facilities as CRISIL AA-/ Positive and short-term banking facility remained at CRISIL AA-/ Positive/ CRISIL A1+.

The above ratings are considered to have a high degree of safety regarding timely payment of financial obligations carrying the lowest credit risk.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is enclosed as "Annexure E" to this Report

20.2 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Under Section 134(3)(I) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

20.3 SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/ TRIBUNALS:

During the financial year 2024-25, there were no significant or material orders passed by the Courts or Regulators or Tribunals impacting the going concern status and operations of the Company in the future.

20.4 ANNUAL RETURN:

The Annual Return of the Company for the financial year ended March 31, 2025, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the Company's website at: https://www. gmmpfaudler.com/investors/shareholders- center/shareholders-

20.5 PARTICULARS OF EMPLOYEES:

Disclosures pertaining 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 attached as 'Annexure F' to this Report.

20.6 PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments covered Section 186 of the Act are given at Notes forming part of the Financial Statements.

20.7 PAYMENT OF REMUNERATION/ COMMISSION TO THE MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANIES:

No remuneration/sitting fees was received by Mr. Tarak Patel, Managing Director, from subsidiary companies during the year under review.

20.8 INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 123 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the amounts of dividends remaining unclaimed for a period of seven years and shares thereon are required to be transferred to the Investor Education and Protection Fund ("IEPF"); details of which are available on the Company's website at https://www.gmmpfaudler.com/investors/ shareholders-center/unclaimed-data.

During the year under review, the Company transferred '3,74,047 on account of unclaimed/ unpaid dividend along with corresponding 4005 equity shares of face value '2/- each to the IEPF.

Details of the Nodal Officer appointed under the said provisions are:

Ms. Mittal Mehta, Company Secretary & Compliance Officer

Email: mittal.mehta@gmmpfaudler.com

21. GENERAL:

The Board of Directors confirms that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2024-25:

1. The company has neither issued shares with differential voting rights nor issued sweat equity shares during the year under review.

2. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

3. Material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and Rules made there under.

4. Change in the nature of business of the Company.

5. Revision of financial statements of the Company, pertaining to the previous financial year.

6. Acceptance or renewal of any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7. Application made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

8. Disclosure of the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The Board of Director confirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

22. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers, business partners, regulatory and government authorities. The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.