Your Directors take pleasure in presenting the 103rd Annual Report of your Company together with the Audited Financial Statements for
the financial year ended 31st March 2025.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2025 are as under:

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a
dividend of 200% i.e. Rs. 20/- per equity share on 1,09,43,260 nos.
of Equity Shares of Rs. 10/- each for the financial year ended 31st
March 2025, payable to those shareholders whose names appear
in the Register of Members as on the Record date, i.e 4th July 2025.
The Board of Directors of your company has declared /
recommended a total Dividend amounting to Rs. 2188.65 lakhs for
the financial year under review in accordance with the Dividend
Distribution policy.

The Dividend Distribution Policy as adopted and formulated by
the Board in terms of Regulation 43A of the Listing Regulations is
available on the Company's website and can be accessed at the link
: https://www.glosterjute.com/assets/pdf/policy/1704971252.pdf.
During the year under review, a sum of Rs. 2000 lakhs was
transferred to the General Reserves.

OPERATIONS & STATE OF COMPANY'S AFFAIRS
A. The production during the year under review has been 49,104
MT in comparison to 49,399 MT in the previous year. Sales and
turnover for the year under review stood at 49,275 MT & 620.44
crores as against 48,995 MT & Rs. 640.62 crores respectively in
the previous year. For the year under review, net profit of the
Company stood at Rs. 43.73 crores as against Rs. 44.08 crores in
the previous year.

Exports of the Company for the year under review stood at Rs.
184.60 crores as against Rs. 155.90 crores in the year previous
year.

B. Raw Jute crop in the current year was adequate resulting in
availability of fibre at reasonable price. In the ensuing season,
Raw Jute crop is estimated to be significantly lower due to lower
area under cultivation as prices in the last season were not
remunerative for farmers. Significant areas of farmland have
switched to cultivation of maize which is used for production
of ethanol. The carry-over of the stock in the upcoming season
is low. Hence, the prices of raw jute will remain strong with
prices touching uncharted territory.

During the current year, exports have seen further de-growth
largely due to continued impact of Russia-Ukraine war and
thereafter Israel-Palestine war affecting the entire European
market and also other export markets. The demand from
Government during the financial year has been lower. The
Company is continuously exploring newer export market for
its products.

SHARE CAPITAL

The paid-up equity share capital of the Company is Rs. 10,94,32,600
consisting of 1,09,43,260 shares of Rs. 10/- each as on March 31,
2025. There was no change in share capital of the company during
the year under review.

During the financial year under review, the Company has not
granted any stock options or sweat equity. As on 31st March 2025,
none of the Directors of the Company hold instruments convertible
into equity shares of the Company.

DELISTING OF THE COMPANY'S SHARES FROM THE CALCUTTA
STOCK EXCHANGE LIMITED

During the year, the company sought voluntary delisting of its

equity shares from Calcutta Stock Exchange Limited (CSE) and the
company shares were delisted from CSE w.e.f. 29th January 2025.
The Company equity shares continue to be listed at NSE and BSE.
CREDIT RATING

Various bank facilities of the Company are rated by Acuite Ratings
& Research Limited based on Basel II norms followed by the banks
under the guidelines of Reserve Bank of India.

All existing & proposed bank facilities have been reviewed and
reaffirmed by Acuite Ratings & Research Limited, and rating for
long-term bank facilities is "ACUITE AA-, Negative" and for short¬
term bank facilities is "ACUITE A1 ".

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there was no change in the nature of

business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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 the report.
SUBSIDIARY COMPANIES / ASSOCIATES / JOINT VENTURES
The Company has 5 (five) wholly owned subsidiaries namely
Fort Gloster Industries Limited, Gloster Nuvo Limited, Network
Industries Limited, Gloster Lifestyle Limited and Gloster Specialities
Limited.

None of the companies have ceased to be subsidiary during the
year under review. Fort Gloster Industries Limited continues to be
a Material Subsidiary of the Company.

As per the Consolidated Financial Statements of the Company for
the financial year ended 31st March 2025, Gloster Nuvo Limited
has become a material subsidiary of the company.

A Policy has been formulated for determining the Material
Subsidiaries of the Company pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'). The said Policy has been posted on the Company's
website at the weblink https://www.glosterjute.com/policies.
Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, and IND AS 110 Consolidated Financial Statements
presented by the Company include the financial statement of its
subsidiaries.

Further, a separate statement containing the salient features of
the financial statements of subsidiaries of the Company in the
prescribed Form AOC 1 is attached with this Report.

The Company does not have any joint venture / associate
companies.

AMALGAMATION

The Board of Directors at its meeting held on 30th May 2024
approved Amalgamation and on 13th November, 2024, approved
the Scheme of Amalgamation of Gloster Lifestyle Limited and

Gloster Specialities Limited ("Transferor Companies") both
wholly owned subsidiaries of the Company with Gloster Limited
("Transferee Company"), subject to necessary approvals.
PERFORMANCE OF SUBSIDIARY COMPANIES
Fort Gloster Industries Limited

The Total Income of the Company stood at Rs. 9,450.88 lakhs
(Previous Year Rs. 124.48 lakhs). Loss for the year stood at Rs.
3,583.51 lakhs (Previous Year loss Rs. 936.62 lakhs) and Total
Comprehensive income stood at Rs. (3,589.62) lakhs [Previous year
Rs. (930.60) lakhs].

Gloster Nuvo Limited

The Total Income of the Company stood at Rs. 5,389.99 lakhs
(previous year Rs. 86.86 lakhs), Loss for the year stood at Rs. 1695.95
lakhs (previous year loss Rs. 116.12 lakhs) and Total Comprehensive
income stood at Rs. (1696.02) lakhs [previous year Rs. (116.19)
lakhs].

Network Industries Limited

The Total Income of the Company stood at Rs. 222.26 lakhs
(Previous Year Rs. 207.01 lakhs), Profit for the year stood at Rs.
325.21 lakhs (Previous year loss of Rs. 185.09 lakhs).

Gloster Lifestyle Limited

The Total Income of the Company stood at Rs. 58.83 lakhs (Previous
Year Rs. 63.27 lakhs). Profit after tax for the year stood at Rs. 42.97
Lakhs (Previous Year Rs. 46.48 lakhs) and Total Comprehensive
Income stood at Rs. 62.17 lakhs (Previous Year Rs. 51.14 lakhs).
Gloster Specialities Limited

The Total Income of the Company stood at Rs. 58.45 lakhs (Previous
Year Rs. 56.37 lakhs). Profit after tax for the year stood at Rs. 37.54
lakhs (Previous Year Rs. 40.40 lakhs) and Total Comprehensive
income stood at Rs. 56.73 lakhs (Previous Year Rs. 45.06 lakhs).
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the
year ended 31st March 2025 are prepared in compliance with the
applicable provisions of the act including the Indian Accounting
Standards specified under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014. The
Consolidated Financial Statements forms part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report, for the year under
review is attached as Annexure - I forming part of the Annual Report
CORPORATE GOVERNANCE

The Company practices principles of good corporate governance
and lays strong emphasis on transparency, accountability and
integrity. As per Regulation 34 (3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the detailed report on Corporate Governance and a
certificate from the practicing Company Secretary, confirming
compliance with the requirements of the Corporate Governance
is separately attached and forms part of this Annual Report.

NUMBER OF BOARD MEETINGS

During the financial year under review, 5 (five) Board Meetings
were held on 30th May 2024, 9th August 2024, 13th September
2024, 13th November 2024 and 7th February 2025 respectively.
The maximum time interval between any two meetings was within
the maximum time allowed pursuant to the Companies Act, 2013
and SEBI Regulations.

The details of and number of meetings attended by Directors
forms part of the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the financial year 2024-25, the Independent Directors met

separately on 7th February, 2025, and inter-alia discussed the

following:

• Evaluation of performance of Non- Independent Directors and
the Board of Directors as a whole.

• Evaluation of performance of the Executive Chairman and
Managing Director of the Company, taking into account the
views of Executive and Non-Executive Directors.

• Evaluation of the quality, contents and timeliness of flow of
information between the management and the Board that is
necessary for the Board to effectively and reasonably perform
its duties.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and in accordance with the
parameters suggested by the Nomination and Remuneration
Committee, the Board of Directors have carried out an annual
evaluation for the financial year 2024-2025 , of its own performance,
of the directors individually along with that of its various
committees and details of such evaluation has been mentioned in
the Corporate Governance Report.

The Board of Directors expressed their satisfaction with the
evaluation process.

COMMITTEES OF THE BOARD

The Board of Directors of your company has constituted the
following Committees:

Audit Committee

The composition, terms of reference and other details of the Audit
Committee have been furnished in the Corporate Governance
Report forming a part of this Annual Report. There has been no
instance where the Board has not accepted the recommendations
of the Audit Committee.

Nomination and Remuneration Committee

The composition, terms of reference and other details of the

Nomination and Remuneration committee have been furnished

in the Corporate Governance Report forming part of this Annual

Report.

Stakeholders Relationship Committee

The composition, terms of reference and other details of the
Stakeholder Relationship committee have been furnished in the
Corporate Governance Report forming part of this Annual Report.
Corporate Social Responsibility Committee
The composition and other details of the Corporate Social
Responsibility Committee have been furnished in the Corporate
Governance Report forming part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Shri Dharam Chand Baheti (DIN: 00040953) Whole-time Director
designated as Managing Director, resigned with effect from end of
business hours of 13th September 2024.

As on date of this report, the Company has the following Key
Managerial Personnel:

• Shri Hemant Bangur- Executive Chairman (Managing Director)

• Shri Rajappa Shivalingappa- CEO & Whole-time Director

• Shri Ajay Kumar Agarwal- Group Chief Financial Officer

• Shri Ayan Datta- Company Secretary

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and Company's Articles of Association, Shri Yogendra
Singh (DIN: 10229584) retires by rotation at the forthcoming
Annual General Meeting and, being eligible, offer himself for re¬
appointment.

The Board recommends re-appointment of Shri Yogendra Singh
(DIN: 10229584) for the consideration of the Members of the
Company at the forthcoming AGM. The relevant details including
profile of Shri Yogendra Singh are included separately in the
Notice of AGM forming part of this Annual Report.

The Board at its meeting held on 30th April 2025, based on
recommended of the Nomination & Remuneration Committee,
appointed Shri Rajappa Shivalingappa (DIN: 02971967 as
Additional Director and further designated him as CEO & Whole¬
time Director for a term of 5 (Five) years w.e.f. 1st May 2025.

On recommendation of the Nomination & Remuneration
Committee, the Board of Directors in its meeting held on 29th May
2025, have re-appointed Shri Rohit Bihani (DIN: 00179927) and Ms.
Ishani Ray (DIN: 08800793) as Independent Directors for a second
term of 5(five) consecutive years to hold office from 21st July
2025 up to 20th July 2030 subject to approval of the shareholders
in a general meeting.

The aforesaid appointment/re-appointments are subject to
approval of shareholders in general meeting . The Company is
seeking shareholders' approval through postal ballot for the same.
DECLARTION BY INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and
the same has been noted by the Board of Directors. The Independent
Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and also Code of Conduct for
Directors and senior management personnel.

A Formal Letter setting out the terms and conditions of
appointment has been issued to all the Independent Directors
as per the provisions of Companies Act, 2013 and the Listing
Regulation. The same has been hosted on the Company's
website and can be accessed at https://www.glosterjute.com/
independentdirectors.

None of the Directors of the Company are disqualified for being
continuing as Directors, as specified in section 164(2) of the
Companies Act, 2013 and rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules 2014. In terms of Regulation
25(8) of SEBI Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstances
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external
influence.

The Company has also received from Independent Directors
declaration of compliance of Rule 6(1) and 6(2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014,
regarding online registration with the "Indian Institute of
Corporate Affairs" at Manesar for inclusion of name in the data
bank of Independent Directors.

With regard to integrity, expertise and experience (including
proficiency) of the Independent Director appointed/re-appointed,
the Board of Directors are of the opinion that all the Independent
Directors meet the necessary criteria for continuing as
Independent Directors of the Company.

APPOINTMENT OF INDEPENDENT WOMAN DIRECTOR IN FORT
GLOSTER INDUSTRIES LIMITED

During the financial year ended on 31st March 2025, Ms. Ishani Ray,
Independent Director from the Board of the Company, has been
appointed as an Independent Woman Director on the Board of
Fort Gloster Industries Limited.

NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Committee has formulated
a policy relating to the remuneration for the Directors, Key
Managerial Personnel and Senior Managerial Personnel. The
philosophy for remuneration is based on the commitment of
fostering a culture of leadership with trust. The remuneration
policy has been prepared pursuant to the provisions of Section
178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The
Nomination and Remuneration Committee has also formulated
the criteria for determining qualifications, positive attributes,
and independence of Directors which has been embedded in the
Nomination and Remuneration policy. The Board has adopted the
Board Diversity Policy which sets out the approach to the diversity
of the Board of Directors. The said policy is hosted on the website
of the company at https://www.glosterjute.com/policies.

The salient features of the Nomination & Remuneration Policy is
attached as Annexure-II and forms part of this report. The said
Policy has been posted on the Company's website at https://www.
glosterjute.com/policies.

FAMILIARIZATION PROGRAMME

The Independent Directors have been familiarized with the nature
of operations of the Company & the industry in which it operates,
business model of the Company. Periodical Board Meeting,
generally once a year, is held at the Mill, preceded by visit of various
processes, operations and general tour of the Mill by the Directors.
On an ongoing basis as part of Agenda of Board / Committee
Meetings, presentations are regularly made to the Independent
Directors on various matters inter-alia covering the Company's and
its subsidiaries' businesses and operations, industry and regulatory
updates, strategy, finance, risk management framework, role,
rights, responsibilities of the Independent Directors under various
statutes and other relevant matters. The details of familiarization
programme have been posted on the website of the Company
and can be accessed at https://www.glosterjute.com/news-and-
events.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower
Policy and has established the necessary mechanism, for
employees to report concerns about unethical behavior or
suspected fraud in violation of Company's Code of Conduct or
any other point of concern. The mechanism provides for adequate
safeguards against victimization of employees and Directors to
avail of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. The policy
has been uploaded in the website of the Company and can be
accessed at https://www.glosterjute.com/policies.

RELATED PARTY TRANSACTIONS

The contracts/arrangements/transactions entered into by the
Company with the related parties during the financial year under
reporting were in ordinary course of business and were negotiated
on an arms' length basis.

During the year under review, your company had not entered
into any Material Related Party Transactions i.e., transactions
exceeding Rupees one thousand crore or ten percent of the annual
consolidated turnover as per the last audited financial statements.
During the year under review, , the Company has not entered into
any material significant transaction which may have potential
conflict of interest in the company with the Promoters, Directors or
Key Managerial Personnel. Accordingly, no transactions are being
reported in Form No. AOC - 2 in terms of section 134 (3)(h) of the
Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014.
All Related Party Transactions are placed before the Audit
Committee for its review and approval. Where required, prior
omnibus approval of the Audit Committee is obtained for
transactions which are foreseen and repetitive in nature and the
corresponding actual transactions become a subject of review at
subsequent Audit Committee Meetings.

The policy on Related Party Transactions has been uploaded on
the website of the Company and can be accessed at https://www.
glosterjute.com/policies.

The details of the transactions with related parties as per Ind
AS 24 during the financial year 2024-25 are provided in the
accompanying Notes to the financial statements.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, Commission and reimbursement
of expenses incurred by them for the purpose of attending
meetings of the Board/Committee(s) of the company

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
the Board of Directors of your Company has constituted a CSR
Committee and has simultaneously approved and adopted a CSR
policy based on the recommendations of the CSR Committee. The
said policy is available on the website of your Company and can be
accessed at https://www.glosterjute.com/policies.

As on 31st March 2025, the Committee consisted of 3 (three) Members, comprising:

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure
III and forms part of this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has effective internal controls in place which are
constantly reviewed. The Company's internal control system
is commensurate with its size, scale and operations. Detailed
procedures are in place to ensure that all assets are safeguarded
and protected against loss.

The Company has appointed M/s JKVS & Co., as the Internal
Auditor of the Company for financial year 2024-25. The Internal
Audit function gives thrust to test and review controls and systems
that are in place. The Audit Committee of the Board also reviews
the Internal Audit functions.

The Audit Committee of the Board reviews the Internal Audit
Report and corrective actions taken on the findings are also
reported to the Audit Committee.

Necessary certification by the Statutory Auditors in relation to
Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013
forms part of the Audit Report.

RISK MANAGEMENT

The Company has formulated a risk management policy and has
in place a mechanism to inform the Board about risk assessment
and minimization procedure. Risk management is embedded in
your Company's operating framework. Your Company believes
that managing risks helps in maximizing returns.

The main aim of risk management is to identify, monitor and
take precautionary measures in respect of the events that may
pose risks for the business. The Company has a Risk Management
procedure in place. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions
on a continuing basis.

AUDITORS & AUDITORS' REPORT

M/s Price Waterhouse & Co. Chartered Accountants LLP (Firm
Registration No.- 304026E/E-300009) Statutory Auditors of the
Company were re-appointed as the Statutory Auditors of the
Company at the 100th AGM to hold office up to the conclusion of
105th Annual General Meeting of the Company.

The Auditor's Report on the financial statements for the financial
year 2024-25 does not contain any qualifications, reservations or
adverse remarks.

None of the Auditors of the Company have reported any fraud
during the year.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013 read
with Companies (Cost Records and Audit) Rules, 2014, the Board
of Directors have appointed M/s D. Radhakrishnan & Co., Cost
Accountants as the Cost Auditor of the Company for the Financial
Year 2025-26 at a remuneration of Rs. 90,000/- plus reimbursement
of out of pocket expenses at actuals and applicable taxes. The
remuneration needs to be ratified by the shareholders at the
forthcoming Annual General Meeting and a resolution regarding
ratification of remuneration payable to the cost auditor forms part of
the notice convening the Annual General Meeting of the Company.
The Company is required to maintain cost records pursuant to an
order of the Central Government and accordingly such records and
accounts are maintained.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act,
2013, rules made there under, and Regulation 24A of SEBI Listing
Regulations, M/s. MKB & Associates, Company Secretaries, (Firm
Registration No. P2010WB042700) were the Secretarial Auditor of
the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March
2025 is attached as Annexure IV and forms part of this Report.
The Secretarial Audit Report does not contain any qualification,
adverse remark or disclaimer.

Further, Secretarial Audit Report for the financial year ended
31st March 2025 of Fort Gloster Industries Limited, material
unlisted subsidiary of the Company, is appended to this Report as
Annexure - IVA.

Pursuant to the provisions of Regulation 24A of SEBI Listing
Regulations read with SEBI Circulars issued in this regard, the
Company has undertaken an audit for the financial year 2024-25
by M/s MKB & Associates, Company Secretaries and the Annual
Secretarial Compliance Report has been submitted to the Stock
Exchanges within 60 days of the end of the financial year.

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations, the Board of Directors at its meeting held on 29th
May 2025, upon the recommendation of the Audit Committee,
appointed M/s MKB & Associates, Firm of Company Secretaries in
Practice (FRN: P2010WB042700) as Secretarial Auditor for a term
of five consecutive years commencing from financial year 2025¬
26, subject to the approval of the shareholders at the forthcoming
AGM of the Company. The Company has received necessary
certificates and consents from M/s MKB & Associates to act as the
Secretarial Auditor of the Company.

SECRETARIAL STANDARDS

The company has complied with Secretarial Standards relating
to General Meetings and Board Meetings as issued by Institute of
Company Secretaries of India.

ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with section 134(3)
(a) of the Companies Act, 2013, the draft copy of the annual return
for the F.Y. 2023-24 is uploaded on the website of the Company at
web link https://www.glosterjute.com/annualreturn.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUTGO
Information required under section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is attached as Annexure V and forms part of this Report.
PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is attached as
Annexure VI A and forms part of this Report.

The details of employees who are in receipt of remuneration
exceeding the limits prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure VI B and forms part of this Report.
DEPOSITS

Your company has not accepted any deposits as envisaged under
Section 73 to 76 of the Companies Act, 2013 read with Companies

(Acceptance of Deposit) Rules, 2014 during the financial year
under review.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS BY
COMPANY

Details of Loans granted , Guarantees given and Investments made
are covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial Statements. The
loans have been advanced by the Company for normal business
purposes of the borrower.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of
the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act,

2013 your Directors confirm that :

i) In the preparation of Annual Accounts, the applicable
Standards have been followed and that there are no material
departures;

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

iii) The 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) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls for the
Company which are adequate and are operating effectively;

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

BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT
A separate section on Business Responsibility & Sustainability
Report forms part of this Annual Report as required under
Regulation 34(2)(f) of the Listing Regulations as Annexure VII.
ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company's policy requires the
conduct of all operations in such manner so as to ensure safety of
all concerned, compliance of statutory and industrial requirements
for environment protection and conservation of natural resources
to the extent possible.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support
and co-operation that the Company has received from suppliers,
brokers, customers and others associated with the Company as
its enterprise partners. The Company has always looked upon
them as partners in its progress and has happily shared with them
rewards of growth. It will be Company's endeavour to build and
nurture strong links with trade, based on mutuality, respect and
co-operation with each other.

DEPOSITORY SYSTEM

The Company's shares are tradable compulsorily in electronic form.
In light of the provisions of Regulation 40 of SEBI Regulations, read
with SEBI circulars,

Members may please note that the transfer of shares will be
in dematerialized form only. In view of the above and to avail
advantages offered by the Depository System as well as to
avoid frauds, Members holding shares in physical mode are
advised to avail the facility of dematerialization from either of
the Depositories viz. National Securities Depository Ltd or Central
Depository Services (India) Ltd.

As on 31st March 2025, 98.32% of the Company's total paid up capital
representing 1,07,59,841 equity shares are in dematerialized form.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the Rules thereunder for
prevention, prohibition and redressal of complaints of sexual
harassment at workplace.

The company has complied with the provision relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

During the year, no complaint was lodged with the Internal
Complaints Committee during the year under review and no
complaint is pending as at the end of the financial year 2024-25.

REMUNERATION RECEIVED BY EXECUTIVE CHAIRMAN / MANAGING
DIRECTOR FROM SUBSIDIARY COMPANY

The Subsidiary Companies do not pay any remuneration to the
Executive Chairman or the Managing Director of the Company.
Accordingly, disclosure under section 197(14) of the Companies
Act 2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT

There are no material changes and commitments, affecting the
financial position of the Company which has occurred between the
end of the financial year for the company and date of this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016(IBC)
DURING THE YEAR ALONG WITH THE STATUS AT THE END OF THE
YEAR

The Company has not made or received any application under the
IBC during the Financial Year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE
AT TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE
TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

The Company has not made any one time settlement with the
Banks

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Act read with the
Investor Education and Protection Fund Authority (Accounting
,Audit ,Transfer and Refund) Rules, 2016 ("IEPF Rules) all unpaid
or unclaimed dividends that are required to be transferred by
the Company to the Investor Education and Protection Fund
established by the Central Government ,after completion of seven
years from the date of the declaration of dividend are transferred
to IEPF .Further, according to the Rules, the shares in respect of
which dividend has not been paid or claimed by the shareholders
for seven consecutive years or more are also transferred to the
demat account to the IEPF Authority.

Pursuant to the provisions of Section 124 and 125 of the Act
read with Investor Education and Protection Fund Authority
(Accounting Audit, Transfer and Refund) Rules, 2016 (IEPF Rules)
as amended, unpaid and/or unclaimed dividend of Rs. 6,62,625
/- pertaining to the financial year ended on 31st March 2017 were
transferred during the financial year to the Investor Education and
Protection Fund.

Shareholders/claimants whose shares or unclaimed dividend
have been transferred to the IEPF may claim those dividend s from
the IEPF authority by complying with the prescribed procedure
and filing the e-form IEPF -5 online with MCA portal.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the
contribution made by the employees at all levels but for whose
hard work, solidarity and support, your Company's achievements
would not have been possible. Your Directors also wish to thank its
customers, brokers dealers, agents, suppliers, investors and bankers
for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled
the Company to remain at the forefront of the industry despite
increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors,
customers, vendors, bankers, regulatory and government
authorities and stock exchanges, for their continued support and
faith reposed in the Company.

For & on behalf of the Board

Place : Kolkata ^{Hemant Bangur}

Dated : 29th May 2025 ^{Executive Chairman}

32 | Gloster Limited