Directors Report of Gulshan Polyols Ltd.

Mar 31, 2025

The Board of Directors of Gulshan Polyols Limited (the "Company") is delighted to present the 25^th (Twenty Fifth) Annual Report on the business
and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS- STANDALONE & CONSOLIDATED

Key highlights of Standalone and Consolidated financial performance for the financial year ended March 31, 2025, are summarised as under:

(^ in Lakh, except earnings per share)

	Standalone		Consolidated
Particulars	Financial Year Ended		Financial Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
REVENUE
Revenue from Operations	2,01,967.73	1,37,797.58	2,01,967.73	1,37,797.58
Other Income	486.66	1,220.65	486.66	1,220.65
TOTAL INCOME (I)	2,02,454.39	1,39,018.23	2,02,454.39	1,39,018.23
TOTAL EXPENSE OTHER THAN INTEREST AND DEPRECIATION (II)	1,92,423.03	1,31,981.56	1,92,432.12	1,31,989.87
Earnings before Interest, Tax , and Depreciation (EBITDA) (I -II)	10,031.36	7,036.67	10,022.27	7,028.36
Less: Finance Cost (Interest)	2,837.84	1,008.77	2,840.84	1,011.52
Depreciation	3,738.21	3,236.93	3,738.21	3,236.93
PROFIT BEFORE TAX	3,455.31	2,790.97	3,443.23	2,779.91
PROFIT BEFORE EXCEPTIONAL ITEMS & TAX	3,455.31	2,790.97	3,443.23	2,779.91
Exceptional Items	-	(22.74)	-	-
PROFIT BEFORE TAX	3,455.31	2,768.23	3,443.23	2,779.91
Less - Current Tax	-	-	-	-
- Deferred Tax	976.60	1,004.14	976.60	1,004.14
TOTAL TAX EXPENSES	976.60	1,004.14	976.60	1,004.14
PROFIT AFTER TAX	2,478.71	1,764.09	2,466.63	1,775.77
Earnings per Share (face value ^ 1/- each) (In Rupees)
- Basic (^)	3.97	2.83	3.95	2.85
- Diluted (^)	3.97	2.83	3.95	2.85

OPERATIONAL AND FINANCIAL PERFORMANCE

During the Financial Year 2024-25, on a Standalone basis, the Company achieved Total Income of Rs. 2,02,454.39 Lakh for the year under
review as compared to Rs. 1,39,018.23 Lakh in the previous year. Despite the challenging government policies and rise in the grain prices, the
profit after tax on Standalone basis for the financial year ended March 31, 2025 stood at Rs. 2,478.71 Lakh as compared to Rs. 1,764.09 Lakh
in the previous year.

In compliance with Rule 8(1) of the Companies (Accounts) Rules, 2014 under the Companies Act, 2013, it is hereby stated that the Subsidiary
Company of Gulshan Polyols Limited i.e. Gulshan Overseas-FZCO is currently not engaged in any significant business activities and do not
contribute materially to the overall revenue of the Company. Accordingly, their impact on the financial position of Gulshan Polyols Limited is
minimal.

However, any financial implications arising from the subsidiary have been duly considered and appropriately disclosed in the Consolidated
Financial Statements of the Company as mentioned above. Therefore, the Consolidated Financial Statements may be regarded as full
compliance with the requirements of Rule 8(1) of the Companies (Accounts) Rules, 2014.

!. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affair has been covered as part of the Management Discussion and Analysis. Management Discussion
and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming a part of this Annual Report.

i. DIVIDEND

The Board of Directors of the Company, in their meeting held on May 20, 2025, had recommended a Final Dividend @ 30% i.e. ^0.30 per equity
share of face value of ^1/- each for the financial year ended 31 March 2025. The proposed Dividend shall be paid subject to the approval of
shareholders in the ensuing Annual General Meeting (hereinafter referred to as "AGM") of the Company. The Final Dividend as recommended
by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations").

The Dividend Distribution Policy of the Company may be accessed on the Company''s website at the weblink: https://www.gulshanindia.com/
pdf/policy/Dividend%20Distribution%20Policy.pdf

4. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

During the Financial Year 2024-25 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed dividend pertaining to Financial
Year 2016-17(Final) and 2017-18(Interim) amounting to ^ 4,26,041/- (Rupees Four Lakh Twenty Six Thousand and Forty One Only) and
^ 6,78,726.4/- (Rupees Six Lakh Seventy Eight Thousand Seven Hundred Twenty Six and Forty Paisa Only) respectively, to the Investors
Education and Protection Fund ("IEPF") Account established by the Central Government.

The details of dividend amount transferred to IEPF are available on the Company''s website at web link https://www.gulshanindia.com/unpaid-
dividend-transferred-to-iepf.html

Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after
giving due notices to the concerned shareholders. Accordingly, the Company has transferred 70,487 (Seventy Thousand Four Hundred and
Eighty Seven) equity shares to the IEPF account during the financial year 2024-25. The details of equity shares transferred are also available on
the Company''s website at web link https://www.gulshanindia.com/transferred-iepf.html

The Nodal officer of the Company is Ms. Preeti Singhal. The details of the nodal officer are also available on the Company''s website at web link
https://www.gulshanindia.com/iepf.html

5. CAPITAL STRUCTURE & STOCK OPTIONS
Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2025 is ^ 42,81,00,000/- (Rupees Forty Two Crore and Eighty One Lakh only)
divided into 28,06,00,000 (Twenty Eight Crores and Six Lakh) Equity Shares of ^ 1/- (Rupees One only) each; 2,50,000 (Two Lakh and Fifty
Thousand) Redeemable Preference Shares of ^ 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakh and Fifty Thousand) Redeemable
Preference Shares of ^ 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31, 2025, the paid-up equity share capital stands at ^6,23,70,586 (Rupees Six Crore Twenty Three Lakh Seventy Thousand Five
Hundred and Eighty Six only) consisting of 6,23,70,586 (Six Crore Twenty Three Lakh Seventy Thousand Five Hundred and Eighty Six only)
equity shares of ^ 1/- (Rupee One only) each.

6. EMPLOYEES STOCK OPTION PLAN

The members of the Company had approved the Gulshan Polyols Limited Employees Stock Option Scheme, 2018 ("ESOP 2018") for grant of
stock options exercisable into not more than 31,18,529 (Thirty One Lakh Eighteen Thousand Five Hundred and Twenty Nine) equity shares of
face value of ^ 1/- (Rupee One Only) each to eligible employees of the Company as defined in the Scheme.

During FY 2024-25, the Company has granted 44,054 (Forty Four Thousand and Fifty Four) stock options to eligible employees. The granted
stock options can be exercised between June 1, 2027 to June 30, 2027 at ^ 202/- (Rupees Two Hundred and Two only). The details under
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI SBEB Regulations''), has been placed on the website of the
Company and weblink of the same are https://www.eulshanindia.com/pdf/2024-25/Grant-of-options-under-GPL-Emplovees-Stock-Qption-
Scheme-2018.pdf

GPL ESOP Scheme, 2018 is in compliance with SEBI (SBEB) Regulations and other applicable laws and implemented through GPL Employees
Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 1,87,162 (One Lakh Eighty Seven Thousand One
Hundred and Sixty Two) equity shares of the Company as on March 31, 2025, being 0.30% of the paid-up share capital of the Company. The
ownership of these shares cannot be attributed to any particular employee till he / she exercises the stock options granted to him/ her and the
concerned shares are transferred to him / her. Hence, the eligible employees to whom the stock options were granted under ESOP Scheme
2018 cannot exercise voting rights in respect of aforesaid shares held by the Trust as these eligible employees are not holders of such shares.
The Trustee/Trust has not exercised the voting rights in respect of the aforesaid shares during the financial year 2024-25.

The details in respect of ESOP Scheme 2018 and movements during the year are as under:

Number of options outstanding at the beginning of the period:	1,24,242
Number of options granted during the year:	44,054
Number of options forfeited / lapsed during the year:	7,860

Number of options vested during the year:	45,569
Number of options exercised during the year:	37,709
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary Market
Number of options outstanding at the end of the year:	138447

Further, the Nomination, Remuneration and Compensation Committee in its meeting held on May 21, 2022 had granted 42,500 (Forty Two
Thousand and Five Hundred) Options under GPL Employees Stock Option Schemes 2018 to eligible employees, which due for vesting during
the period from May 15, 2025 to June 15, 2025 at the exercise rate of ^328.00 per share (based on the Average Buying cost of the Company
from the BSE/NSE market). However, none of the employees have exercised the above-mentioned options, and all the options granted have
been forfeited.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with
regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.eulshanindia.com.

The Company has received the certificate from the Secretarial Auditor of the Company certifying that the Employee Stock Option Scheme of
the Company is implemented in accordance with the SEBI (SBEB) Regulations and shareholders'' resolution. The certificate will be placed at
the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection during the AGM to any person
having right to attend the meeting.

7. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves of the Company.

8. SEGMENT REPORTING

A separate reportable segment section forms part of notes to the Financial Statements.

9. HOLDING, SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

The Company has Wholly Owned Subsidiary namely "Gulshan Overseas- FZCO". In terms of proviso to sub-section (3) of Section 129 of the Act,
the salient features of the financial statements of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Board''s
Report as ANNEXURE -A.

During the financial year 2024-25, no Company has become or ceased to be a Joint Venture or Associate of the Company. Pursuant to Regulation
16 of the Listing Regulations, your Company does not have any material subsidiary.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended
March 31, 2025 along with the Auditors'' Report forms part of this Annual Report.

The Audited Financial Statements of the Company and subsidiary are available on the website of the Company at https://www.gulshanindia.com/
annual-report.html Further a copy of the Audited Financial Statements of the subsidiary shall be made available for inspection at the registered
office of the Company during business hours on any working day upto the date of Annual General Meeting. As per Section 136 of the Companies
Act, 2013, any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in
writing to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rakesh Kapoor (DIN: 00015358), Independent Director of the Company, completed his first term of consecutive years of his Directorship on
September 30, 2024 and hence, he retired and ceased to be Director of the Company with effect from close of business hours of September
30, 2024. The Board placed on record its deep appreciation and gratitude for the invaluable contribution and guidance provided by Mr. Rakesh
Kapoor (DIN: 00015358) during his tenure as Independent Directors of the Company.

In order to ensure smooth transition in the Board positions, pursuant to the recommendation of Nomination, Remuneration and Compensation
Committee (NRCC), the Board of Directors of the Company at its meeting held on August 13, 2024, approved appointment of Mr. Vardhman
Doogar (DIN: 07148980) as Non- Executive Independent Directors of the Company for a first term of two consecutive years from October 1,
2024 to September 30, 2026. Further, his appointment as Non- Executive Independent Directors of the Company was also approved by the
members of the Company at the 24^th Annual General Meeting held on September 20, 2024.

During the year under review, the Members had at the 24^th Annual General Meeting of the Company held on September 20, 2024, approved
the appointment/re- appointment of Mr. Vardhman Doogar (DIN: 07148980) as a Non-Executive & Independent Director to hold office for a

term effective from October 1, 2024 to September 30, 2026, shall not liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint Managing
Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats, Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial
Officer and Ms. Preeti Singhal, Company Secretary cum Compliance Officer are the Key Managerial Personnel of your Company as on date.

During the period under review, Ms. Archisha Tyagi has resigned from the post of the Company Secretary cum Compliance Officer w.e.f. close
of working hours of February 07, 2025 and ceased to be a Company Secretary and Compliance Officer (KMP) of the Company. Pursuant to
the recommendation of Nomination, Remuneration and Compensation Committee (NRCC), Ms. Preeti Singhal was appointed as a Company
Secretary cum Compliance Officer of the Company w.e.f. 05th May, 2025 by the Board.

12. MEETINGS OF THE BOARD

The Board met Four (4) times during the Year under review, the details of which are given in the Corporate Governance Report that forms part
of this Annual Report. The intervening gap between any two consecutive Board meetings was within the period prescribed under the Act and
Listing Regulations.

13. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through
a structured evaluation process covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its
Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy,
etc. The evaluation sheets based on SEBI Guidance Note dated January 5, 2017, containing the parameters of performance evaluation along
with rating scale were circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score
was arrived. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated.
The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge duties with an objective independent judgement and without any external
influence.

Further, they are not debarred from holding the office of director pursuant to any SEBI order or any such other authority. All the Independent
Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have
confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualifications and
expertise as well as they are independent of the management and has no pecuniary relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors affirms that, in its opinion, Mr.
Vardhman Doogar, who was appointed as an Independent Director during the financial year 2024-25, is the person of integrity, and possess
relevant expertise, experience, and proficiency, as required for the role of an Independent Director. The Board has evaluated his background,
qualifications, and track record and is satisfied with his professional competence and ethical standards.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors, based on representation
received from management, confirms that:

• in the preparation of annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

• 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 as on March 31, 2025 and the profit and loss of the

Company for the year ended March 31, 2025;

• 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;

• the Annual accounts have been prepared by Directors on a going concern basis;

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

• Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems
established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed
by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during the Financial Year 2024-25; and

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

16. AUDIT COMMITTEE

During FY 2024-25, the Audit Committee of the Board comprises of four Directors/Member namely Mr. Nitesh Garg (Chairman), Mr. Soumyajit
Mitra (Member), Dr. Chandra Kumar Jain (Member) and Ms. Archana Jain (Member) out of which 3 are independent Directors. The said
composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee
are given in Corporate Governance Report. All the recommendations made by the Audit Committee during the year under review were
accepted by the Board.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, Nomination, Remuneration and Compensation Committee has formulated
"Nomination and Remuneration Policy" which deals inter-alia with appointment and remuneration of Directors, Key Managerial
Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto
is https://www.gulshanindia.com/pdf/policv/nNomination-and-Remuneration-Policv.pdf

18. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Sustainability and Corporate Social Responsibility
(SCSR) Committee. The composition and terms of reference of the SCSR Committee are provided in the Corporate Governance Report.

The CSR Policy is available on the website of the Company at https://www.gulshanindia.com/pdf/policy/Corporate--Social-Responsibility-CSR-
Policy.pdf

During the year under review, your Company has spent eligible and budgeted amount towards Corporate Social Responsibility ("CSR") activities
in accordance with Schedule VII of the Companies Act, 2013. While the Company''s sustainability strategy is to environmentally sustainable
business practices across its value chain, making the right choices to protect the environment. Further, sustainability strategy and CSR activities
are compliment as well as supplement to each other.

Annual Report on CSR activities for the financial year 2024-25, in the prescribed format, is annexed as ANNEXURE-B to this Board''s Report.

19. AUDITORS
STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountants (Firm Registration No. 008692C), who were appointed as the Statutory Auditors of the
Company for a term of five consecutive years at the 22nd Annual General Meeting, had tendered their resignation and ceased to be the
auditors of the Company with effect from August 13, 2024.

To fill the casual vacancy caused by the resignation of the existing Statutory Auditors, M/s Rajeev Singal & Co., Chartered Accountants, the Board
has appointed M/s Shahid & Associates, Chartered Accountant (Firm Registration No. 002140C), as the Statutory Auditors of the Company for
a period of five consecutive years in the 24^th Annual General Meeting of the Company held on September 20, 2024 till the conclusion of the
29^th Annual General Meeting of the Company to be held in the year 2029. Further, as required under Regulation 33(1)(d) of Listing Regulations,
they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

STATUTORY AUDITORS'' REPORT

The Auditors'' Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2025 forms integral part of this
Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial
Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any
incident of fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time
being in force) during the year under review.

COST AUDITORS

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly,
such accounts and records are made and maintained. As per the requirement of Central Government and pursuant to Section 148 of the Act
read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out the audit of
its cost records.

On the recommendation of Audit Committee, the Board of Directors of the Company has re-appointed M/s MM & Associates, Cost Accountants
(Firm Registration No. 000454), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2025-26. As
required under the Act, a resolution seeking approval of the members for the ratification for the remuneration payable to the Cost Auditor
forms part of the Notice convening the forthcoming 25^th Annual General Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act and the rules made thereunder, the Board had appointed M/s. DMK Associates, Company Secretaries,
(Firm Registration Number: P2006DE003100), as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the
financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 issued by the M/s. DMK Associates, Company Secretaries in prescribed
Format in Form MR-3 is attached as ANNEXURE-C to the Board''s Report. The said Secretarial Audit Report does not contain any qualification,
reservations, adverse remarks or disclaimer.

20. SECRETARIAL STANDARDS

During the Year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

21. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Listing Regulations, the Company has in place a Vigil Mechanism
Policy/ Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity,
misconduct or unethical matters / dealings within the Company. The details of Vigil Mechanism / Whistle Blower Policy adopted by the
Company have been explained in the Corporate Governance Report, forming integral part of this report. The revised policy is available on
website of the Company at https://www.gulshanindia.com/pdf/policy/whistle-blower-policy-vigil-mechanism.pdf

22. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner.
The Company has adopted Risk Management Policy for risk identification, assessment and mitigation. The Risk Management Policy is also
available on the website of the Company at www.eulshanindia.com/pdf/policv/Risk-Manaeement-Policv 25.pdf . Major risks identified by
the Company are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed
to are financial risks, raw material price risk, regulatory risks and economy risks. Risk factors and its mitigation are covered extensively in the
Management Discussion and Analysis. The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee.
Further, the Company also has in place Risk Management Committee to assess the risks and to review risk management plans of the Company.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies
and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Company''s
policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The details of internal control systems are given in the Management
Discussion and Analysis Report attached to this Report.

An independent internal audit function is an important element of the Company''s internal control systems. This is executed through an
internal audit programme and periodic review by the management and the Audit Committee.

During the year under review, M/s MANV & Associates, Chartered Accountants, (Firm Registration No. 007351N) are engaged as Internal
Auditors of the Company, with the audit processes and procedures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the
management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

24. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate
Governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of Corporate
Governance for the financial year ended March 31, 2025 is provided separately and forms integral part of this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends,
your company''s performance, future outlook, opportunities and threats for the financial year ended March 31, 2025, is provided in a separate
section forming integral part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and Sustainability Reporting (BRSR) forms part of the Annual Report as required under Regulation
34(2)(f ) of the Listing Regulations.

27. ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.eulshanindia.com/annual-return.html

28. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2024-25 were on arm''s length basis and in the ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your
Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure
of Related Party Transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company
and hence does not form part of this report.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is
reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions and it has been
uploaded on the Company''s website at https://www.gulshanindia.com/pdf/policv/policv-on-materialitv-of-related-partv-transactions-and-
dealing-with-related-party-transactions.pdf

29. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither given loan to any Bodies Corporates or any other persons nor provided any corporate
guarantee or security under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4)
of the Companies Act, 2013 are provided in the notes to the standalone financial statements

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours and provide conductive work environment that is free from discrimination and harassment including sexual
harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual
Harassment of Women at workplace. The Company has set up an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman
employee.

Details of complaints during Financial Year 2024-2025, are as follows:

S.no	Particulars	No. of Complaints
1.	Number of Complaints of Sexual Harassment received during the year	0
2.	Number of Complaints disposed off during the year	0
3.	Number of cases pending for more than ninety days	0

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of
Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure ''D'', annexed
to this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and
other related disclosure is given as "Annexure E" to this Board Report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the shareholders of
the Company excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of said Annexure may write to the Company
Secretary at [e-mail]. The said annexure will be available for inspection by the shareholders at the Registered
Office of the Company, twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working
day. None of the employee listed in the said Annexure are related to any Director of the Company.

33. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has
conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is
paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and the Company stand on Environment, Health and Safety of its employees and it is
clearly outlined in Policy. The Company''s Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe
operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and
works as a retention tool.

34. CREDIT RATINGS

During the period under review, the CRISIL Ratings Limited has reaffirmed and granted ''CRISIL A/Negative'' rating to Long-Term Facilities and
''CRISIL A1'' rating to Short-Term Facilities, to your Company.

35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an
ongoing basis. The details of the training and familiarisation programme are given in the Report of Corporate Governance forming part of this
Annual Report and are also available on the Company''s website at https://www.eulshanindia.com/details-of-familiarization-proerammes.html

36. OTHER STATUTORY DISCLOSURES

a. Change in Nature of Business: During the year under review, there has been no change in the nature of the business of the Company.

b. Cash Flow Statement: The Cash Flow Statement of the Company for the financial year ending on 31^st March, 2025 has been prepared in
accordance with Ind AS 7. The ''Statement of Cash Flows'' is attached and forms part of the financial statements of the Company.

c. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no
disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

d. Material Changes in Financial Position: No material change or commitment has occurred after the end of the Financial Year 2024- 25
till the date of this Report, which affects the financial position of your Company. Your Company maintains appropriate internal control
systems, which also provide reasonable assurance of recording the transactions of all material aspects of our operations and of providing
protection against significant misuse or loss of the Company''s assets.

e. Significant or Material orders: There were no significant or material orders passed by the Regulators or Courts or Tribunal impacting the
going concern status of the Company and its future operations.

f. Industrial Relations: During the year under review, industrial relations remained harmonious at all our offices and establishments.

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

During the year under review, your Company has not made any application under Insolvency and Bankruptcy Code, 2016. Further, No
Proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year ended 31^st March, 2025 so disclosure required
under Section 134(3)(q) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable on the Company.

h. Details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loans
from the banks or financial institutions along with the reasons thereof.

During the year under review, no disclosure is required of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loans.

i. Details with respect to the Compliance of the provision relating to the Maternity Benefits Act 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employees are granted maternity
benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave. No employee has applied for maternity leave during the financial year 2024-2025.

37. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or
future outlook may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed
in the statements.

38. ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient
utilization of the Company''s resources for sustainable and profitable growth.

Your Directors would like to place on record their appreciation for the continued co-operation and support received by the Company during
the year from its customers, suppliers, bankers, financial institutions, business partners and other stakeholders.

For and on behalf of the Board of Directors

Dr. Chandra Kumar Jain

Place: Delhi Chairman and Managing Director

Date: May 20, 2025 DIN: 00062221

---

Mar 31, 2024

The Board of Directors of Gulshan Polyols Limited (the "Company") is delighted to present the Twenty Fourth (24^th) Annual Report on the business and operations together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2024.

1. FINANCIAL RESULTS- STANDALONE & CONSOLIDATED

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2024, are summarised as under:

R in Lakhs, except earnings per share)

Particulars	Standalone		Consolidated
	Financial Year Ended		Financial Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
REVENUE
Revenue from Operations	1,37,797.58	1,17,972.97	1,37,797.58	1,17,972.97
Other Income	1,220.65	706.48	1,220.65	706.48
TOTAL INCOME (I)	1,39,018.23	1,18,679.45	1,39,018.23	1,18,679.45
TOTAL EXPENSE OTHER THAN INTEREST AND DEPRECIATION (II)	1,31,981.56	1,09,155.13	1,31,989.87	1,09,173.13
Earnings before Interest, Tax , and Depreciation (EBITDA) (I -II)	7,036.67	9,524.32	7,028.36	9,506.32
Less: Finance Cost (Interest)	1,008.77	612.73	1,011.52	612.73
Depreciation	3,236.93	2,873.49	3,236.93	2,873.49
PROFIT BEFORE TAX (PBT) BEFORE SHARE IN NET PROFIT/(LOSS) OF ASSOCIATES	2,790.97	6,038.10	2,779.91	6,020.10
Share in net profit/(loss) of associates	-	-	-	-
PROFIT BEFORE EXCEPTIONAL ITEMS & TAX (III)	2,790.97	6,038.10	2,779.91	6,020.10
Exceptional Items	22.74	-	-	-
PROFIT BEFORE TAX (PBT) (IV)	2,768.23	6,038.10	2,779.91	6,020.10
Less - Current Tax	-	1,450.51	-	1,450.51
- Deferred Tax	1,004.14	51.41	1,004.14	51.41
TOTAL TAX EXPENSES	1,004.14	1,501.92	1,004.14	1,501.92
PROFIT AFTER TAX (PAT) (V)	1,764.09	4,536.18	1,775.77	4,518.18
Earnings per Share on Net Profit after tax (face value ^ 1/- each) (In Rupees)
- Basic (^)	2.83	7.27	2.85	7.24
- Diluted R)	2.83	7.27	2.85	7.24

OPERATIONAL AND FINANCIAL PERFORMANCE

Financial Year 2023-24 was challenging year for the Company leading to overall decline in revenue and profitability. On a standalone basis, the Company achieved Total Income of Rs. 1,39,018.23 Lakhs for the year under review as compared to Rs. 1,18,679.45 Lakhs in the previous year. Despite the challenging government policies and rise in the grain prices, the profit after tax on Standalone basis for the financial year ended March 31, 2024 stood at Rs.1,764.09 Lakhs as compared to Rs. 4,536.18 Lakhs.

2. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affair has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming a part of this Annual Report.

3. DIVIDEND

The Board of Directors of the Company, in their meeting held on May 21, 2024, had recommended a Final Dividend @ 30% i.e ^0.30 per equity shares of face value of ^1/- each for the year ended 31 March 2024. The proposed Dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting (hereinafter referred to as "AGM") of the Company. The Final Dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations").

The Dividend Distribution Policy of the Company may be accessed on the Company''s website at the weblink: https://www.gulshanindia.com/ policy.html.

4. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

During the Financial Year 2023-24 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company had transferred the unclaimed dividend pertaining to Financial Year 2015-16 (Final) amounting to ^ 4,71,166.50/- (Rupees Four Lakh Seventy One Thousand One Hundred Sixty Six and Fifty Paisa Only) to the Investors Education and Protection Fund ("IEPF") Account established by the Central Government.

The details of dividend amount transferred to IEPF are available on the Company''s website at web link https://www.gulshanindia.com/unpaid-dividend-transferred-to-iepf.html.

Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after giving due notices to the concerned shareholders. Accordingly, the Company has transferred 29,030 (Twenty Nine Thousand and Thirty) equity shares to the IEPF account during the financial year 2023-24. The details of equity shares transferred are also available on the Company''s website at web link https://www.eulshanindia.com/transferred-iepf.html.

The Company has filled IEPF-1 (Statement of amounts credited to IEPF) for transfer of unclaimed dividend pertaining to Financial Year 2016-17 (Interim Dividend) amounting to Rs. 5,98,074/- (Rupees Five Lakh Ninty Eight Thousand Seventy Four Only). However, due to technical error on IEPF website the Form IEPF-1 is still pending for approval, however the Company has already tranferred the dividend amount to the IEPF Authority.

The Nodal officer of the Company is Ms. Archisha Tyagi. The details of the nodal officer are also available on the Company''s website at link https://www.gulshanindia.com/iepf.html.

5. CAPITAL STRUCTURE & STOCK OPTIONS Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 is ^ 42,81,00,000/- (Rupees Forty Two Crore and Eighty One Lakh only) divided into 28,06,00,000 (Twenty Eight Crores and Six Lakhs) Equity Shares of ^ 1/- (Rupees One only) each; 2,50,000 (Two Lakhs and Fifty Thousand) Redeemable Preference Shares of ^ 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakhs and Fifty Thousand) Redeemable Preference Shares of ^ 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31, 2024, the paid-up equity share capital stands at ^ 6,23,70,586 (Rupees Six Crore Twenty Three Lakh Seventy Thousand Five Hundred and Eighty Six only) consisting of 6,23,70,586 (Six Crore Twenty Three Lakh Seventy Thousand Five Hundred and Eighty Six only) equity shares of ^ 1/- (Rupee One only) each.

Bonus Issue

During the year under review, the Board of Directors of the Company at their meeting held on May 12, 2023 recommended issue of bonus Equity shares, in the proportion of 1:5 i.e. 1 (One) new fully paid up equity share of Re. 1/- each for every 5 (Five) existing fully paid-up equity shares of Re. 1/- (One) held by the Shareholders of the Company as on record date.

The said Bonus issue was approved by the Members of the Company vide resolution dated June 13, 2023 passed through postal ballot, subsequent to which 1,03,95,097 (One Crore Three Lakh Ninety Five Thousand Ninety Seven) bonus equity shares were allotted to the Members on 23th June, 2023, to those names that appeared on the register of members as on 21^st June, 2023, being the record date fixed for this purpose.

During the year under review, the Company has applied for listing of 1,03,95,097 Equity Shares and the BSE Limited and National Stock Exchange of India Limited granted its listing and trading approval vide letters dated June 28, 2023 (NSE Listing Letter); June 26, 2023 (BSE Listing Letter) and July 07, 2023 (BSE and NSE Trading Letters) respectively.

6. EMPLOYEES STOCK OPTION PLAN

The members of the Company had approved the Gulshan Polyols Limited Employees Stock Option Scheme, 2018 ("ESOP 2018") for grant of stock options exercisable into not more than 31,18,529 (Thirty One Lakh Eighteen Thousand Five Hundred and Twenty Nine) equity shares of face value of ^ 1/- (Rupee One Only) each to eligible employees of the Company as defined in the Scheme.

During FY 2023-24, the Company has granted 46,150 (Forty-Six Thousand One Hundred Fifty) stock options to eligible employees. The granted stock options can be exercised between May 15, 2026 to June 15, 2026 at ^ 251/- (Rupees Two Hundred and Fifty One only). The details under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI SBEB Regulations''), has been placed on the website of

the Company and weblink of the same is https://www.gulshanindia.com/pdf/2024-25/Grant-of-options-under-GPL-Employees-Stock-Option-Scheme-2018.pdf

Gulshan Polyols Limited Employees Stock Option Scheme, 2018 is in compliance with SEBI (SBEB) Regulations and other applicable laws and implemented through GPL Employees Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 2,04,205 (Two Lakh Four Thousand Two Hundred and Five) equity shares of the Company as on March 31, 2024, being 0.33% of the paid-up share capital of the Company. The ownership of these shares cannot be attributed to any particular employee till he / she exercises the stock options granted to him / her and the concerned shares are transferred to him / her. Hence, the eligible employees to whom the stock options were granted under ESOP Scheme 2018 cannot exercise voting rights in respect of aforesaid shares held by the Trust as these eligible employees are not holders of such shares. The Trustee/Trust has not exercised the voting rights in respect of the aforesaid shares during the financial year 202324.

The details in respect of ESOP Scheme 2018 and movements during the year are as under:

Number of options outstanding at the beginning of the period:	1,02,594
Number of options granted during the year:	46,150
Number of options forfeited / lapsed during the year:	2,382
Number of options vested during the year:	22,120
Number of options exercised during the year:	22,120
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary Market
Number of options outstanding at the end of the year:	1,24,242

Further, the Nomination, Remuneration and Compensation Committee in its meeting held on July 21, 2021 had granted 39,152 (Thirty Nine Thousand and One Hundred Fifty Two) Options under GPL Employees Stock Option Schemes 2018 to eligible employees, which was due for vesting during the period from April 01, 2024 to May 31, 2024 at the exercise rate of ^137.00 per share (based on the Average Buying cost of the Company from the BSE/NSE market).

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.eulshanindia.com.

The Company has received the certificate from the Secretarial Auditor of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (SBEB) Regulations and shareholders'' resolution. The certificate will be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection during the AGM to any person having right to attend the meeting.

7. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves of the Company.

8. SEGMENT REPORTING

A separate reportable segment section forms part of notes to the Financial Statements.

9. HOLDING, SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

The Company has Wholly Owned Subsidiary namely "Gulshan Overseas- FZCO". In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statements of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Board''s Report as "ANNEXURE -A".

During the financial year 2023-24, no Company has become or ceased to be a Joint Venture or Associate of the Company. Pursuant to Regulation 16 of the Listing Regulations, your Company does not have any material subsidiary.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended March 31, 2024 along with the Auditors'' Report forms part of this Annual Report.

The Audited Financial Statements of the Company and subsidiary are available on the website of the Company at https:// www.gulshanindia.com/pdf/2024-25/Gulshan-Overseas-Financial-Statement-FY-2023-24.pdf. Further a copy of the Audited Financial Statements of the subsidiary shall be made available for inspection at the registered office of the Company during business hours on any working day upto the date of Annual General Meeting. As per Section 136 of the Companies Act, 2013, any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Akhilesh Kumar Maheshwari (DIN: 00062645) and Mr. Rakesh Kumar Gupta (DIN: 06909233), Independent Directors of the Company completed two consecutive terms of their Directorship on March 31, 2024 and hence, they retired and ceased to be Directors of the Company with effect from close of business hours of March 31, 2024. The Board placed on record its deep appreciation and gratitude for the invaluable contribution and guidance provided by Mr. Akhilesh Kumar Maheshwari and Mr. Rakesh Kumar Gupta during their tenure as Independent Directors of the Company.

In order to ensure smooth transition in the Board positions, pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC) at its meeting held on August 04, 2023, the Board of Directors of the Company at its meeting held on August 04, 2023, approved appointment of Mr. Soumyajit Mitra (Din: 10262167) and Mr. Nitesh Garg (DIN: 10257604) as Non- Executive Independent Directors of the Company for a first term of four consecutive years from April 1, 2024 upto September 30, 2028. Further, their appointment as NonExecutive Independent Directors of the Company was also approved by the members of the Company at the 23rd Annual General Meeting held on September 29, 2023.

Pursuant to the recommendation of Nomination, Remuneration and Compensation Committee (NRCC) at its meeting held on August 13, 2024, the Board of Directors of the Company at its meeting held on August 13, 2024, approved and recommended appointment of Mr. Vardhman Doogar (DIN: 07148980) as non-executive independent director of the Company for a period of two (2) consecutive years from October 1, 2024 to September 30, 2026 to the members of the Company for their approval at the ensuing Annual General Meeting.

As per Secretarial Standard -2 of the Institute of Company Secretaries of India (ICSI) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief profile and other related information of Mr. Ashwani Kumar Vats and Mr. Vardhman Doogar is provided in Annexure-I of Notice of ensuing AGM.

The Members of the Company at Annual General Meeting held on September 29, 2023 approved the following appointments/re-appointments of Directors of the Company:

- Reappointment of Ms. Arushi Jain (DIN: 00764520) as a Joint Managing Director to hold office for a term effective from April 01, 2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Ms. Aditi Pasari (DIN:00120753) as a Joint Managing Director, to hold office for a term effective from April 1,2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Mr. Ashwani Kumar Vats (DIN: 00062413) as a Whole Time Director and CEO, to hold office for a term effective from April 1, 2024 upto September 30, 2028, shall liable to retire by rotation.

- Appointment of Mr. Nitesh Garg and Mr. Soumyajit Mitra as a Non-Executive & Independent Director to hold office for a term effective from April 1, 2024 upto September 30, 2028, shall not liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint Managing Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats, Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial Officer and Ms. Archisha Tyagi, Company Secretary are the Key Managerial Personnel of your Company as on date.

During the period under review, Ms. Asha Mittal resigned from the post of the Company Secretary w.e.f. close of working hours of January 13, 2024 and ceased to be a Company Secretary (KMP) of the Company. Pursuant to the recommendation of NRCC, Ms. Archisha Tyagi was appointed as a Company Secretary of the Company w.e.f. January 18, 2024 by the Board.

12. MEETINGS OF THE BOARD

The Board met six (6) times during the Year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive Board meetings was within the period prescribed under the Act and Listing Regulations.

13. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of directors through vision and values, strategic thinking and decision making, adequacy of business strategy, etc. The evaluation sheets based on SEBI Guidance Note dated January 5, 2017, containing the parameters of performance evaluation along

with rating scale were circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score was arrived. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Further, they are not debarred from holding the office of director pursuant to any SEBI order or any such other authority. All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and having requisite experience, qualifications and expertise as well as they are independent of the management and has no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors, based on representation received from management, confirms that:

• in the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• 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 as on March 31, 2024 and the profit and loss of the Company for the year ended March 31, 2024;

• 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;

• the Annual accounts have been prepared by Directors on a going concern basis;

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

• Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2023-24; and

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

16. AUDIT COMMITTEE

During FY 2023-24, the Audit Committee of the Board comprises of four Directors namely Mr. Rakesh Kumar Gupta (Chairman), Mr. Akhilesh Kumar Maheshwari (Member), Dr. Chandra Kumar Jain (Member), Ms. Archana Jain (Member).

Mr. Rakesh Kumar Gupta(Chairman) and Mr. Akhilesh Kumar Maheshwari (member)ceased to be the chairman and member of the Audit Committee of the Company respectively with effect from close of business hours on March 31, 2024 due to the completion of their two terms of directorship.

The Board at its meeting held on May 21, 2024, re-constituted the Audit Committee of the Company and w.e.f. April 1, 2024, the re-constituted Audit Committee consist of Mr. Nitesh Garg as Chairman and Mr. Soumyajit Mitra, Dr. Chandra Kumar Jain and Ms. Archana Jain as Members of the committee.

As on March 31, 2024, the Audit Committee comprises of 4 Director/ Member out of which 3 are independent. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee are given in Corporate

Governance Report. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, NRCC has formulated "Nomination and Remuneration Policy" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is https://www.eulshanindia.com/policv.html.

18. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Sustainability and Corporate Social Responsibility (SCSR) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report.

The CSR Policy is available on the website of the Company at https://www.eulshanindia.com/policy.html.

During the year under review, your Company has spent eligible and budgeted amount towards Corporate Social Responsibility ("CSR") activities in accordance with Schedule VII of the Companies Act, 2013. While the Company''s sustainability strategy is to environmentally sustainable business practices across its value chain, making the right choices to protect the environment. Further, sustainability strategy and CSR activities are compliment as well as supplement each other.

During the year, the on-going project of the Company with Mridul Literacy Society which was approved in the Board Meeting held on May 20, 2022 has been cancelled in the SCSR meeting held on November 07, 2023 due to various bottleneck regulatory approvals and shortage of time.

Further, pursuant to the recommendation of Sustainability and Corporate Social Responsibility Committee (SCSR) at its meeting held on March 19, 2024, the Board of Directors of the Company at its meeting held on March 19, 2024 approved "Rural Development Project (Assam)" an On-going Project as per CSR Policy of the Company with Gulshan Care Foundation which is estimated to be completed by March 31, 2027.

Annual Report on CSR activities for the financial year 2023-24 in the prescribed format is annexed as "ANNEXURE-B" to this Board''s Report.

19. AUDITORS STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), have been appointed as the Statutory Auditors of the Company for a period of five consecutive years in the 22^nd Annual General Meeting of the Company held on September 28, 2022 till the conclusion of the 27^th AGM of the Company to be held in the year 2027. Further, as required under Regulation 33(1)(d) of Listing Regulations, they hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

STATUTORY AUDITORS'' REPORT

The Auditors'' Report on standalone and consolidated financial statements for the year ended March 31, 2024 forms integral part of this Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any incident of fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force) during the year under review.

COST AUDITORS

The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Act and accordingly, such accounts and records are made and maintained. As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has been carrying out the audit of its cost records.

On the recommendation of Audit Committee, the Board of Directors of the Company has re-appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking approval of the members for the ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the forthcoming 24^th Annual General Meeting.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act and the rules made thereunder, the Board had appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 issued by the Secretarial Auditors in prescribed Format in Form MR-3 is attached as "ANNEXURE- C"to the Board''s Report.

The observations given by the Secretarial Auditors in its Secretarial Audit Report along with explanation to the same is as below:

There was a delay of 1 (One) day in giving prior intimation to BSE & NSE by the Company under Regulation 29(1)&(2) of SEBI LODR, of one agenda item, i.e., Fund Raising through issue of eligible Securities , which was to be taken at the board meeting dated August 04, 2023, for which a fine of Rs. 11,800/- (Inclusive of GST) was levied by BSE & NSE respectively on the Company and the same was paid.

The response of your Directors on the observation made by the Secretarial Auditor is that the delay was inadvertent and the fine levied by NSE & BSE has been duly paid by the Company.

20. SECRETARIAL STANDARDS

During the Year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

21. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Listing Regulations, the Company has in place a Vigil Mechanism Policy/ Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The details of Vigil Mechanism / Whistle Blower Policy adopted by the Company have been explained in the Corporate Governance Report, forming integral part of this report. The revised policy is available on website of the Company at https://www.eulshanindia.com/pdf/policv/whistle- blower-policv-vieil-mechanism.pdf.

22. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner. GPL has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed to are financial risks, raw material price risk, regulatory risks and economy risks. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis. The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee. Further, the Company also has in place Risk Management Committee to assess the risks and to review risk management plans of the Company.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Company''s policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control systems are given in the Management Discussion and Analysis Report attached to this Report.

An independent internal audit function is an important element of the Company''s internal control systems. This is executed through an internal audit programme and periodic review by the management and the Audit Committee.

During the year under review, M/s Svaraj & Associates, Chartered Accountants, (Firm Registration No. 014203N) are engaged as Internal Auditors of the Company, with the audit processes and procedures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

24. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of corporate governance for the year ended March 31, 2024 is provided separately and forms integral part of this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your company''s performance, future outlook, opportunities and threats for the year ended March 31, 2024, is provided in a separate section forming integral part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and Sustainability Reporting(BRSR) forms part of the Annual Report as required under Regulation

34(2)(f ) of the Listing Regulations.

27. ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.eulshanindia.com/pdf/2023-24/Annual Return MGT-7.pdf.

28. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2023-24 were on arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Company''s website at https://www.gulshanindia.com/policy.html.

29. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither given loan to any bodies corporates or any other persons nor provided any corporate guarantee or security under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the standalone financial statements.

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours and provide conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee.

During the year under review, no complaint pertaining to sexual harassment were received and no complaint was pending as on March 31, 2024.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in "Annexure-D" annexed to this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as "Annexure E" to this Board Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during FY 2023-24 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in Annexure forming part of this Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

33. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and GPL''s stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. GPL''s Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and works as a retention tool.

34. CREDIT RATINGS

During the period under review, the CRISIL Ratings Limited has reaffirmed and granted ''CRISIL A/Stable'' rating to Long-Term Facilities and ''CRISIL A1'' rating to Short-Term Facilities, to your Company.

35. OTHER STATUTORY DISCLOSURES

a. Change in Nature of Business: During the year under review, there has been no change in the nature of the business of the Company.

b. Cash Flow Statement: The Cash Flow Statement of the Company for the financial year ending on 31^st March, 2024 has been prepared in accordance with Ind AS 7. The ''Statement of Cash Flows'' is attached and forms part of the financial statements of the Company.

c. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

d. Material Changes in Financial Position: No material change or commitment has occurred after the end of the Financial Year 2023- 24 till the date of this Report, which affects the financial position of your Company. Your Company maintains appropriate internal control systems, which also provide reasonable assurance of recording the transactions of all material aspects of our operations and of providing protection against significant misuse or loss of the Company''s assets.

e. Significant or Material orders:

There were no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

f. Industrial Relations: During the year under review, industrial relations remained harmonious at all our offices and establishments.

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

During the year, your Company has not made any application under Insolvency and Bankruptcy Code, 2016. Further, No Proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year ended 31^st March, 2024 so disclosure required under Section 134(3)(q) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable on the Company.

h. Details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof.

During the year under review, no disclosure is required of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loans.

36. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or future outlook may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

37. ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors would like to place on record their appreciation for the continued co-operation and support received by the Company during the year form its customers, suppliers, bankers, financial institutions, business partners and other stakeholders.

For and on behalf of the Board of Directors Dr. Chandra Kumar Jain

Place: Delhi Chairman and Managing Director

Date: May 21, 2024 DIN: 00062221

---

Mar 31, 2023

Your Board of Directors takes pleasure in presenting the 23^rd (Twenty Third) Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2023.

I. FINANCIAL AND OPERATIONAL PERFORMANCE1. FINANCIAL RESULTS- STANDALONE & CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:

(Rs. in Lakhs, except earnings per share)
	Standalone		Consolidated
Particulars	Financial Year Ended		Financial Year Ended
	31.03.2023	31.03.2022	31.03.20231	31.03.2022
REVENUE
Revenue from Operations	1,17,972.97	1,10,072.64	1,17,972.97	1,10,072.64
Other Income	706.48	204.75	706.48	204.75
TOTAL INCOME (I)	1,18,679.45	1,10,277.39	1,18,679.45	1,10,277.39
TOTAL EXPENSE OTHER THAN INTEREST AND DEPRECIATION (II)	1,09,155.13	95,060.87	1,09,173.13	95,060.87
Earnings before Interest, Tax , and Depreciation (EBITDA) (I -II)	9,524.32	15,216.52	9,506.32	15,216.52
Less: Finance Cost (Interest)	612.73	495.97	612.73	495.97
Depreciation	2,873.49	3,240.90	2,873.49	3,240.90
PROFIT BEFORE TAX (PBT) BEFORE SHARE IN NET PROFIT/(LOSS) OF ASSOCIATES	6,038.10	11,479.65	6,020.10	11,479.65
Share in net profit/(loss) of associates	-	-	-	-
PROFIT BEFORE TAX (PBT) (III)	6,038.10	11,479.65	6,020.10	11,479.65
Less - Current Tax	1,450.51	3,079.67	1,450.51	3,079.67
- Deferred Tax	51.41	-124.91	51.41	-124.91
TOTAL TAX EXPENSES	1,501.92	2,954.76	1,501.92	2,954.76
PROFIT AFTER TAX (PAT) (IV)	4,536.18	8,524.89	4,518.18	8,524.89
OTHER COMPREHENSIVE (INCOME)/LOSS(V)	48.02	-5.83	48.85	-5.83
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VI) (IV - V)	4,488.16	8,530.72	4,469.33	8,530.72
RETAINED EARNINGS-OPENING BALANCE	39,238.10	31,964.29	39,238.10	31,964.29
Profit for the year	4,536.18	8,524.89	4,518.18	8,524.89
Dividend (including Dividend Distribution Tax) (Interim and/or Final)	-519.75	-274.08	-519.75	-274.08
Transfer to Capital Redemption Reserve	-	-975.00	-	-975.00
Transfer to General Reserve	-	-2.00	-	- 2.00
Transfer to retained earning on disposal of equity instruments valued thorugh OCI	-14.37	-	-14.37
RETAINED EARNINGS-CLOSING BALANCE	43,240.16	39,238.10	43,222.15	39,238.10
Earnings per Share on Net Profit after tax (face value ? 1/- each)(In Rupees)
- Basic (?)	8.73	16.40	8.69	16.40
- Diluted (?)	8.73	16.40	8.69	16.40

minerals. From toothpaste to alcohol, from sweeteners to paints, from paper to medicines, from plastics to personal care items, GPL is touching and an integral part of everyone''s everyday life, across the world. We seek to develop and justify the reason of our existence through value creation in management and processes. Our approach to manage the Company stands on the core values of - Respect, Trust, Ownership and Integrated Teamwork. We are working to strengthen our moves to achieve goals with the principles of being decisive, innovative, inspiring, empowering, dynamic and process driven to take our integrated approach forward. This is a fitting approach for an organization such as ours, where we interact and have intense relationships with a broad and diverse set of stakeholders.

2.1 STANDALONE FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

During the financial year ended March 31, 2023, Company has achieved Revenue from Operations of ? 1,17,972.97 Lakhs (Previous Year: ? 1,10,072.64 Lakhs). The EBIDTA for the year stood at ? 9524.32 Lakhs against ?15,216.52 Lakhs reported in the previous year. The Net Profit for the year stood at at ? 4,536.18 Lakhs (Previous year ? 8,524.89 Lakhs).

The company has three manufacturing segments viz Mineral Processing, Grain Processing and Ethanol (Bio-Fuel)/Distillery. The products processed under these segments, are having end use in multiple industries.

Business Operations-Segment wise for the year ended March 31, 2023

(? in Lakhs)
Segments	Revenue for the year ended 31st March				Profits before Interest and Tax for the year ended 31st March
	Standalone		Consolidated*		Standalone		Consolidated*
	2023	2022	2023	2022	2023	2022	2023	2022
Mineral Processing	11,581.20	9,409.63	11,581.20	9,409.63	2,940.26	1,278.56	2,940.27	1,278.56
Grain Processing	87,481.73	80,915.33	87,481.73	80,915.33	3,327.90	8,140.83	3,327.90	8,140.83
Ethanol (Bio-Fuel)/ Distillery	18,910.04	19,729.30	18,910.04	19,729.30	(29.40)	2,453.27	(29.40)	2,453.27
Unallocated	-	18.38	-	18.38	412.07	102.96	394.08	102.96
Total	1,17,972.97	1,10,072.64	1,17,972.97	1,10,072.64	6,650.83	11,975.62	6,632.85	11,975.62

*The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share. Therefore consolidated figures mentioned above for the year ended 31.03.2022 represents standalone figures.

As at March 31, 2023, our earnings per share is ? 8.73 as compared to ?16.40 in the previous year. As far as liquidity is concerned, we are adequately funded to navigate through these challenging times and we do not foresee any major impact on our operations except disruptions in supply chain and increase in raw material prices which may impact on profit margins amid global tensions and fast inflation. We remain motivated and committed to consistently create value for our stakeholders while maintaining our strong leadership position in key business segments. A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

2.2 CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of the Companies Act, 2013 (''the Act''), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Indian Accounting Standards (Ind AS)-110 on Consolidated Financial Statements (CFS), the Audited Consolidated Financial Statements for the year ended March 31,2023 are provided in this annual report.

Further, in accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of the subsidiary company, are available on the Company''s website at web link https://www.gulshanindia.com/annual-report.html.Anv Member desirous of inspecting or obtaining copies of the said CFS may write at [e-mail].

3. TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to General Reserve of the Company.

4. DIVIDEND

According to Regulation 43A of the Listing Regulations, the Board has adopted a Dividend Distribution Policy, which had been placed on the website of the Company and can be accessed at the web link: https://www.gulshanindia.com/pdf/policy/Dividend%20 Distribution%20Policy.pdf.

During the year under review, the Board of Directors of your Company has paid the Final dividend, declared for FY 2021-22 at the rate of 100% on 5,19,75,489 equity shares of face value ? 1/- each amounting to ? 1/- per share at 22 nd AGM.The Board of Directors of your Company after considering holistically, the relevant circumstances and keeping in view the Company''s dividend distribution policy, has decided, not to recommend any Interim Dividend during the year under review.

The Board of Directors has further recommended the Final Dividend at the rate of 50% on 5,19,75,489/- equity shares of face value of ? 1 each amounting to ? 0.50/- per equity share in their meeting dated May 12, 2023 subject to the approval of the shareholders in the 23rd Annual General Meeting (AGM) of the Company as stipulated in the Notice of 23rd AGM.

The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year 2022-23 and in pursuance to the provisions of Section 124(5) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed dividend pertaining to Financial Year 2014-15 (Interim) amounting to ? 4,91,589/- (Rupees Four Lakh Ninety One Thousand Five Hundred and Eighty Nine Only) , 2014-15 (Final) amounting to ? 4,42,039.50/- (Rupees Four Lakh Forty Two Thousand Thirty Nine and Fifty Paisa Only) and 2015-16 (Interim) amounting to ? 4,33,294.75/- (Rupees Four Lakh Thirty Three Thousand Two Hundred Ninety Four and Seventy Five Paisa Only) to the Investors Education and Protection Fund ("IEPF") Account established by the Central Government. The details of dividend amount transferred to IEPF are available on the Company''s website at web link https://www.gulshanindia.com/unpaid-dividend-transferred-to-iepf.html.

Further, pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF account after giving due notices to the concerned shareholders. Accordingly, the Company has periodically transferred 80,086 (Eighty Thousand and Eighty Six) equity shares to the IEPF account during the financial year 2022-23. The details of equity shares transferred are also available on the Company''s website at web link https://www.gulshanindia.com/transferred-iepf.html.

The Nodal officer of the Company is Ms. Asha Mittal. The details of the nodal officer are also available on the Company''s website at web link https://www.gulshanindia.com/iepf.html.

6. CAPITAL STRUCTURE & STOCK OPTIONS Authorised Share Capital

The Authorised Share Capital of the Company as at March 31,2023 is ? 42,81,00,000/- (Rupees Forty Two Crore and Eighty One Lakh only) divided into 28,06,00,000 (Twenty Eight Crores and Six Lakhs) Equity Shares of ? 1/- (Rupees One only) each; 2,50,000 (Two Lakhs and Fifty Thousand) 0% (Zero Percent) Redeemable Preference Shares of ? 10/- (Rupees Ten only) each and 14,50,000 (Fourteen Lakhs and Fifty Thousand) 0%-10% (Zero Percent to Ten Percent) Redeemable Preference Shares of ? 100/- (Rupees One Hundred only) each.

Paid-up Share Capital

As on March 31,2023, the paid-up equity share capital stands at ? 5,19,75,489 (Rupees Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine only) consisting of 5,19,75,489 (Five Crores Nineteen Lakhs Seventy Five Thousand Four Hundred and Eighty Nine) equity shares of ? 1/- (Rupee One only) each.

During the year under review, the Board of Directors of the Company at their meeting held on April 18, 2022 had approved the allotment of 2,99,82,536 (Two Crore Ninety Nine Lakh Eighty Two Thousand Five Hundred and Thirty Six) Equity Shares to the shareholders of Transferor Companies as on record date, April 14, 2022, fixed for the purpose, in the ratio of 39,848 Equity Shares of ? 1/- each fully paid up of the Company for every 1 (one) Equity Share of ? 1000/- each fully paid up of Transferor Company No. 1 and 181 Equity Shares of ?1/- each fully paid up of the Company for every 1 (one) Equity Share of ?10/- each fully paid up of the Transferor Company No. 2 and out of which 27,340,067 equity shares at ? 1 were cancelled & extinguished with respect to investments made by transferor companies in the Transferee Company. Consequently, there was a net increase in the Equity Share Capital by 26,42,469 Equity Shares at ? 1/- per share. Thereby, the paid - up equity share capital of the Company stands increased to ? 5,19,75,489 (Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine) from ? 4,93,33,020 (Rupees Four Crore Ninety Three Lakh Thirty Three Thousand and Twenty only), pursuant to the Scheme of Amalgamation amongst the Company, Gulshan Holdings Private Limited (Holding Company or Transferor Company 1), East Delhi Importers & Exporters Private Limited (Group Company or Transferor Company 2) and their respective Shareholders and Creditors ("the Scheme"), under section 230 to 232 and other applicable provisions of the Companies Act 2013 and the provisions of other applicable laws. The Scheme was approved by the Board of Directors of the Company in its meeting held on August 06, 2020 and same has been approved by the Hon''ble National Company Law Tribunal, Allahabad Bench (''''NCLT") vide its order pronounced on March 09, 2022 and the certified copy of the order has been filed with "The Registrar of Companies, Kanpur, Uttar Pradesh," (the ROC) on March 30, 2022. The scheme becomes operative from March 30, 2022 (Effective Date).

During the year under review, the Company has applied for listing of 2,99,82,536 Equity Shares and extinguishment of 2,73,40,067 Equity Shares and the BSE Limited and National Stock Exchange of India Limited granted its listing and trading approval vide letters dated May 24, 2022 (NSE Listing Letter); May 26, 2022 (BSE Listing Letter) and June 22, 2022 (BSE and NSE Trading Letters) respectively.

EMPLOYEES STOCK OPTION PLAN

The members of the Company had approved the Gulshan Polyols Limited Employees Stock Option Scheme, 2018 ("ESOP 2018") for grant of stock options exercisable into not more than 23,45,851 (Twenty Three Lakh Forty Five Thousand Eight Hundred and Fifty One) equity shares of face value of ? 1/- (Rupee One Only) each to eligible employees of the Company as defined in the Scheme.

During the year, the Company has granted 42,500 (Forty-Two Thousand Five Hundred) stock options to eligible employees. The granted stock options can be exercised between May 15, 2025 to June 15, 2025 at ? 328/- (Rupees Three Hundred and Twenty Eight only). The details under SEBI (Share Based Employee Benefits) Regulations, 2014 read with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI SBEB Regulations''), has been placed on the website of the Company and weblink of the same are https://www.bseindia.com/xml-data/corpfiling/AttachHis/61d1809f-1565-4b6f-b7d4-0189b1dadea7.pdf

GPL ESOP Scheme, 2018 is in compliance with SEBI SBEB Regulations and other applicable laws and implemented through Employees Welfare Trust ("Trust"). For implementing and operating of ESOP 2018, the Trust holds 1,31,275 (One Lakh Thirty One Thousand Two Hundred and Seventy Five) equity shares of the Company as on March 31, 2023, being 0.25% of the paid-up share capital of the Company. The ownership of these shares cannot be attributed to any particular employee till he / she exercises the stock options granted to him / her and the concerned shares are transferred to him / her. Hence, the eligible employees to whom the stock options were granted under ESOP 2018 cannot exercise voting rights in respect of aforesaid shares held by the Trust as these eligible employees are not holders of such shares. The Trustee/Trust has not exercised the voting rights in respect of the aforesaid shares during the financial year 2022-23.

The details in respect of ESOP 2018 and movements during the year are as under:

Number of options outstanding at the beginning of the period:	78,312
Number of options granted during the year:	42,500
Number of options forfeited / lapsed during the year:	1,788
Number of options vested during the year:	16,430
Number of options exercised during the year:	16,430
Number of shares arising as a result of exercise of options:	Not applicable as ESOP granted through Secondary Market
Number of options outstanding at the end of the year:	1,02,594

Further, the Nomination, Remuneration and Compensation Committee in its meeting held on November 02, 2020 had granted 24,040 (Twenty Four Thousand and Fourty) Options under GPL Employees Stock Option Schemes 2018 to eligible employees, which due for vesting during the period from April 01,2023 to May 31,2023 at the exercise rate of ?59.00 per share (based on the Average Buying cost of the Company from the BSE/NSE market) and among them 500 options are forfeited/lapsed and balance 23,540 has been exercised.

The disclosures required to be made under ESOP Regulations for FY 2022-23 given on the website https://www.gulshanindia.com/ disclosures-under-sub-regulation-8-of-regulation-30.html.The Company has received the certificate from the Secretarial Auditor of the Company certifying that the GPL ESOP Scheme 2018 has been implemented in accordance with the SEBI SBEB Regulations and shareholders'' resolution. The certificate will be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection at the Company''s registered office and corporate office.

7. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company has conducted various training & awareness programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to avoid any mishap. Environment sustainability is paramount to any industry and your Company is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and GPL''s stand on Environment, Health and Safety of its employees and it is clearly outlined in Policy. GPL''s Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and safe operations across all units by optimising the usage of natural resources and providing a safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the workforce but it also increases the productivity and works as a retention tool.

8. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

During the period under review, pursuant to the Scheme of Amalgamation executed between the Company, Gulshan Holdings Private Limited (Holding Company), East Delhi Importers & Exporters Private Limited (Group Company) and their respective Shareholders and Creditors, the holding Company has been merged into the Company w.e.f. March 30, 2022.

Further, the Company has incorporated a wholly-owned Subsidiary namely "GULSHAN OVERSEAS - FZCO" on September 8, 2021 under Dubai Silicon Oasis Authority. The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share.

Furthermore, there are no Associates and Joint Ventures of the Company.

9. CREDIT RATINGS

During the period under review, the CRISIL Ratings Limited has reaffirmed and granted ''CRISIL A /Negative'' rating to Long-Term Facilities and ''CRISIL A1'' rating to Short-Term Facilities, to your Company.

10. DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company offers an excellent workplace environment where employees can perform to the best of their abilities. The work culture is shaped by self-motivated and committed professionals, aligned with our business objectives and working together to deliver topnotch and tailored solutions.

Your Company laid down a Policy on Prevention of Sexual Harassment at work place and has an internal Complaints Committee. The Company has zero tolerance on Sexual Harassment at workplace. All employees - permanent, contractual, temporary and trainees are covered under this Policy. 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 ("POSH Act") and no complaint was pending at the beginning and at the end of Financial Year 2023. To achieve this objective, effective communication is the key and thus the Company carried out focused campaign on POSH and Awareness drives.

II. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company has spent eligible and budgeted amount towards Corporate Social Responsibility ("CSR") activities in accordance with Schedule VII of the Companies Act, 2013. While the Company''s sustainability strategy is to environmentally sustainable business practices across its value chain, making the right choices to protect the environment. Further, sustainability strategy and CSR activities are compliment as well as supplement each other.

However, an amount of ? 61.17 Lakhs from the total CSR''s amount, accounted and budgeted for FY 2022-23, has been transferred to a separate account i.e. Unspent CSR Account for the purpose of an Ongoing Project.

During the FY 2022-23, the Company has contributed a significant amount towards promoting education, health care, ensuring environmental sustainability, Rural Development Projects and other activities. However, Annual Report on CSR activities for the Financial Year 2022-23 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, as approved by the CSR Committee on May 12, 2023, is attached as Annexure ''A''to the Board''s Report.

COMPOSITION OF SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (''SCSR'') COMMITTEE

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board. The CSR policy, covering the Vision Statement, Objectives, Focus Areas, CSR approach and guiding principles, governance Structure Monitoring and Reporting Framework interalia others are approved by the Board of Directors. During the year, the Company has revised the CSR Policy. The CSR Policy is available on the website of the Company at https://www. gulshanindia.com/pdf/policv/CorporateSocial-Responsibilitv-CSR-Policv.pdf .

As on date, the SCSR Committee comprises of Ms. Archana Jain (Chairperson), Ms. Arushi Jain and Ms. Aditi Pasari, members of the Committee. Mr. Jeewan Jyoti Bhagat has discontinued / ceased as a chairman of the Committee with effect from August 5, 2022 and thereafter Ms. Archana Jain inducted as a Chairperson effective from August 9, 2022. Other details of the Committee including meetings held and attendance are provided in the Corporate Governance Report, forms part of this Report as Annexure-E.

III. OTHER STATUTORY DISCLOSURES

1. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

2. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder along with the purpose for which the loan, guarantee or security, if any, is proposed to be utilised by the recipient have been disclosed in Notes of the Financial Statements.

3. Particulars of Contracts or Arrangements with the Related Parties: Your Company has adopted the revised Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions (''RPTs'') in accordance with the amendments made in Listing Regulations. Prior omnibus approval is obtained for RPTs on an annual basis for the transactions which are planned / repetitive in nature. Related party transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2022-23 were in the ordinary course of business and on arm''s length basis. No material RPTs were entered into during FY 2022-23 by the Company as defined in the Policy on dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable to the Company and hence the same is not provided. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company''s website at https://www.gulshanindia.com/pdf/policy/policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.pdf.

There were no material significant related party transactions which could have potential conflict with interest of the Company at large. In accordance with IND AS-24, your Directors draw attention of the members to Note no. 44 to the Financial Statements which sets out the Related Party disclosures.

4. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 202223 till the date of this Report, which affects the financial position of your Company. Your Company maintains appropriate internal control systems, which also provide reasonable assurance of recording the transactions of all material aspects of our operations and of providing protection against significant misuse or loss of the Company''s assets.

5. Significant or Material orders:

There were no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

6. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo: The

Information on energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure ''B'', annexed to this Report.

7. Particular of Employees: Your Company believes that human resource is vital to the growth and sustainability of an organization. Your Company maintains healthy work environment at all levels in the organization and encourages the employees to contribute their best. Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure ''C'', forms part of this Report.

8. Composition of Audit Committee: As on date, the Audit Committee comprises of Mr. Rakesh Kumar Gupta (Chairman), Mr. Akhilesh Kumar Maheshwari, Dr. Chandra Kumar Jain and Ms. Archana Jain. Ms. Archana Jain, inducted as a member in the Committee w.e.f. August 9, 2022. Other details of the Committee including meetings held and attendance are provided in the Corporate Governance Report, forms part of this Report.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

9. Compliance with Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on ''Meetings of the Board of Directors'' and Secretarial Standard-2 on ''General Meetings'' prescribed under the Section 118(10) of the Companies Act, 2013 as issued by ''The Institute of Company Secretaries of India''

10. Industrial Relations: During the year under review, industrial relations remained harmonious at all our offices and establishments.

IV. DIRECTORS AND KEY MANAGERIAL PERSONNEL1. APPOINTMENT / REAPPOINTMENT/ RESIGNATION/ OTHER CHANGESDIRECTORS

Ms. Aditi Pasari (DIN: 00120753), Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment to the members in the ensuing 23^rd AGM. Brief resume and other details of Ms. Aditi Pasari furnished in the explanatory statement to the notice of the ensuing 23^rd Annual General Meeting.

During the year under review, Mr. Jeewan Jyoti Bhagat (DIN: 00007743), discontinued / ceased as a Non executive & Independent Director of the Company with effect from August 5, 2022.

Further, the Board of Directors, on the recommendation of Nomination, Remuneration and Compensation Committee (''NRC'') accorded its approval for appointment of Mr. Rakesh Kapoor (DIN: 00015358) as an Additional Director in the category of Non-Executive & Independent Director with effect from August 9, 2022 to hold office till the conclusion of the 22nd Annual General Meeting and Mr. Rakesh Kapoor (DIN: 00015358) appointed as an Director in the category of Non-Executive & Independent Director with effect from September 28, 2022 with the approval of shareholders in the 22^nd Annual General Meeting. Moreover, Mr. Rakesh Kapoor has affirmed that he was not debarred from holding the office of Independent Director by virtue of any SEBI order or any other regulating Authority.

Additionally, on the recommendation of NRC,the Board has proposed and recommended the following, for the approval of Members of the Company in the 23^rd AGM:

- Reappointment of Ms. Arushi Jain (DIN:00764520) as a Joint Managing Director of the company, shall be effective from April

1.2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Ms. Aditi Pasari (DIN:00120753) as a Joint Managing Director of the company, shall be effective from April

1.2024 upto September 30, 2028, shall be liable to retire by rotation.

- Reappointment of Mr. Ashwani Kumar Vats (DIN: 00062413) as A Whole Time Director designated as CEO of the company, shall be effective from April 1,2024 to hold office for a term upto September 30, 2028, shall liable to retire by rotation.

- Appointment of Mr. Garg and Mr. Mitra as a Non-Executive & Independent Director to hold office for a term effective from April 1, 2024 upto September 30, 2028, shall not liable to retire by rotation.

Brief resumes and other details of the Director(s) being appointed, reappointed, at the ensuing 23^rd AGM as stipulated under Secretarial Standard-2 issued by"The Institute of Company Secretaries of India" and Regulation 36 of the Listing Regulations is separately disclosed in the Notice of the 23^rd AGM. Further, in the opinion of the Board, Mr. Nitesh Garg and Mr. Soumyajit Mitra has relevant integrity, expertise, balance of skill, knowledge and experience, required for the said appointments. The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

During the year, the Members had at the 22^nd AGM of the Company held on September 28, 2022, approved the appointment/re-appointment/re-designation of;

- Appointment of Mr. Rakesh Kapoor as a Non-Executive & Independent Director to hold office for a term effective from August 9, 2022 upto September 30, 2024, shall not be liable to retire by rotation.

- Reappointment of Ms. Archana Jain (DIN: 09171307) as a Non-Executive & Woman Independent Director to hold office for a term effective from April 1,2023 upto September 30, 2027, shall not be liable to retire by rotation. Ms. Archana Jain has affirmed that she was not debarred from holding the office of Independent Director by virtue of any SEBI order or any other regulating Authority.

- Reappointment of Dr. Chandra Kumar Jain, Chairman and Managing Director of the Company, shall be effective from April 1,2023 to hold the office for a term upto September 30, 2027, shall not be liable to retire by rotation.

- Re-designation Ms. Arushi Jain (DIN: 00764520) and Ms. Aditi Pasari (DIN: 00120753) as Joint Managing Directors of the Company with effect from November 9, 2021 until their existing remaining tenure upto March 31,2024.

Pecuniary relationship or transactions with the Company

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.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint Managing Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats, Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial Officer and Ms. Asha Mittal, Company Secretary are the Key Managerial Personnel of your Company as on date.

Note: Detailed changes pertaining to KMPs falls in director''s category given above.

2. MEETINGS OF THE BOARD

During the year, 6 (Six) meetings of the Board of Directors were convened and held during the financial year 2022-23. The maximum intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations. For further details of Board/Committee Meetings including composition and attendance, please refer to the Corporate Governance Report, forms part of this Report.

3. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, an Annual Performance Evaluation of the Board, its Committees and the individual Directors is to be carried out either by the Board or by the Nomination, Remuneration and Compensation Committee or by an independent external agency and the Board is required to review its implementation and compliance. In view of the above, the Annual Performance Evaluation was undertaken by the Board. The framework and criteria of evaluation has been approved by the Nomination, Remuneration and Compensation Committee of the Company. In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole, and the Chairperson of the Company was evaluated taking into account the views of Executive Directors and NonExecutive Directors. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors including Chairperson of the Board is detailed in the Corporate Governance Report attached to this report.

4. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149(6) read with Schedule IV of the Act and Regulation 16 (1)(b) of the Listing Regulations including given declaration for inclusion of name in the data bank, being maintained with''The Indian Institute of Corporate Affairs'' in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended and have also complied with the Code of conduct for all Board Members and Senior Management.

Further, Independent Directors confirmed that none of among them has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority and declared that they have stayed in India for a total period of not less than one hundred and eighty-two days during the financial year.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, your Directors, based on representation received from management, confirms that:

• in the preparation of annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 as on March 31,2023 and the profit and loss of the Company for the year ended March 31,2023;

• 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;

• the Annual accounts have been prepared by Directors on a going concern basis;

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

Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2022-23; and

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

V. AUDITORS1. STATUTORY AUDITORS

M/s Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), had been appointed as Statutory Auditors of the Company by shareholders of the Company for a period of five years to hold office till conclusion of the AGM to be held in the year 2027.

M/s. Rajeev Singal & Co., Chartered Accountants have submitted a certificate, confirming their eligibility and qualification to continue as Statutory Auditors of the Company in accordance with Section 141 read with Section 144 of the Companies Act, 2013.

The Auditors'' Report on the Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

2. INTERNAL AUDITORS

M/s Svaraj & Associates, Chartered Accountants (Firm Registration No. 014203N) have been appointed as Internal Auditor of the Company for the financial year 2023-24 to conduct internal audit.

They will perform the duties of Internal Auditor of the Company and their report will be placed before the Audit Committee and Board of Directors on a time to time basis.

3. COST AUDITORS

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 ("the Act") and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

The Board on recommendation of the Audit Committee has appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454), as the Cost Auditors for auditing the cost accounts of your Company, being eligible, to conduct Cost Audits for the products covered under section 148 of Companies Act, 2013 read with Companies (Cost records and Audit) Rules, 2014 for the financial year 2023-24. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s MM & Associates as set out in the Notice of the 23^rd AGM of the Company.

During the year, the Cost Audit Report from M/s MM & Associates, (Firm Registration No. 000454), of our Company was filed with the Central Government for the financial year ended March 31, 2022.There has been no qualification, reservations, adverse remark or disclaimer in the Cost Audit''s Report submitted for FY 2022-23. The Cost Audit Report for FY 2022-23 will be filed with the Central Government in due course.

4. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), to undertake the Secretarial Audit of the Company for FY 2022-2023. Further, the Board has re-appointed M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100) as Secretarial Auditors of the Company for FY 2023-24.

The Secretarial Audit Report issued by the aforesaid Secretarial Auditors is attached as Annexure ''D'' to this Report and there is no qualification, reservation, observation, disclaimer or adverse remark.

VI. GOVERNANCE/SECRETARIAL1. CORPORATE GOVERNANCE AND CODE OF CONDUCT

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

The declaration of Chief Executive Officer (CEO) confirming compliance with the ''Code of Conduct'' by the members of the Board of Directors and Senior Management Personnel of the Company is forming part of the Corporate Governance Report.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations is attached as Annexure-''E'' to the Board''s Report and forms part of this Report. A certificate from M/s Rajeev Singhal & Co., Chartered Accountants (Firm Registration No. 008692C), the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

2. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (MGT-7) of the Company as on March 31,2023 is available on Company''s website and can be accessed at https://www.gulshanindia.com/annual-return.html .

3. WHISTLE BLOWER POLICY-VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Listing Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The details of Vigil Mechanism / Whistle Blower Policy adopted by the Company have been explained in the Corporate Governance Report, forming integral part of this report. The Company has amended the policy to insert the email id created for purpose of raising and reporting genuine concern through the designated email id. The revised policy is available on website of the Company at https://www.gulshanindia.com/pdf/policy/whistle-blower-policy-vigil-mechanism.pdf.

4. COMMITTEE RECOMMENDATIONS

During the year under review, the Board of Directors has accepted all recommendations of the Committees of the Board of Directors, which were mandatorily required to be made.

5. NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for the Directors, KMPs and other employees, pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. The policy is available on website of the Company at https://www.gulshanindia.com/pdf/policv/nNomination-and-Remuneration-Policv.pdf and the salient features of policy is elaborated in the Corporate Governance Report.

6. RISK MANAGEMENT

Your Company has a well-defined risk management framework in place to ensure appropriate identification, measurement, mitigation and monitoring of business risks and challenges across the Company, GPL has a robust organizational structure for managing and reporting risks. The Company''s success as an organization largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business.

7. BOARD AND COMMITTEES

As required under the Act, and the Listing Regulations, the Company has constituted these statutory committees of the board: the Audit Committee, the Sustainability and Corporate Social Responsibility Committee, the Nomination, Remuneration and Compensation Committee, the Stakeholders Relationship Committee, the Risk Management Committee. The Other board committees are: Allotment of Share Committee and the Finance Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

VII. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a separate Section and forming part of this Annual Report.

VIII. INTERNAL FINANCIAL CONTROLS

The Company has internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Company''s policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control systems are given in the Management Discussion and Analysis Report attached as Annexure ''Fto this Report.

An independent internal audit function is an important element of the Company''s internal control systems. This is executed through an internal audit programme and periodic review by the management and the Audit Committee.

During the year under review two external firms viz. M/s Pankaj K. Goyal & Co. and M/s Svaraj & Associates, Chartered Accountants, are engaged as Internal Auditors of the Company, with the audit processes and procedures.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

IX. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspective as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

The Business Responsibility and sustainability Report ("BRSR") of the Company as per the requirements of Regulation 34(2)(f) of the Listing Regulations describing the initiatives taken by the Company from an environmental, social and governance perspective, is attached as Annexure-''G'' to Board''s Report and forms part of this Report.

X. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or future outlook may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

XI. ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, business partners, shareholders, vendors, customers and other stakeholders without whom the overall satisfactory performance would not have been possible and for the confidence reposed in the Company and its management and look forward to their continued support.

For and on behalf of the Board of Directors Dr. Chandra Kumar Jain

Delhi, May 12,2023 Chairman and Managing Director

DIN: 00062221

1

The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS) on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten Only) per share. Therefore consolidated figures mentioned above for the year ended 31.03.2022 represents standalone figures.

2. STATE OF COMPANY''S AFFAIRS

Gulshan Polyols Limited (''GPL'' or ''the Company'') is a multi-location and multi-product manufacturing company with global presence in 42 countries across 3 continents. GPL is a diversified Company engaged in manufacturing/ trading of Sorbitol, Fructose & Sweetener, Ethanol (Bio-fuel)/ Distillery, Calcium Carbonate, Starch & Derivatives, by products thereof and Onsite PCC Plants. GPL is an industrial house, older, more than four decades, operating from multiple facilities set up across India. GPL caters to wide range of industry & niche markets in core sector encompassing pharmaceuticals, personal care products, footwear, tyres, rubber & plastics, paints, alcohol, value added paper, agrochemicals, food and agro products, etc. GPL is engaged in manufacturing of chemicals from grain and

---

Mar 31, 2018

Dear shareholders,

The Directors have pleasure in presenting their 18^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2018

1. A. THE STATE OF COMPANIES AFFAIRS (Rs. in Lakhs)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
REVENUE
Revenue from Operations	62403.80	52681.57
Other Income	183.49	412.57
TOTAL REVENUE (I)	62587.29	53094.14
EXPENSES (II)	55503.98	46635.26
Earnings before Interest, Tax , and Depreciation & Amortization (EBITDA) (I -II)	7083.31	6458.88
Less: Finance Cost (Interest)	1080.72	617.78
Depreciation	3648.48	2808.13
PROFIT BEFORE TAX (PBT) (III)	2354.11	3032.97
Less - Current Tax	508.33	647.71
Add - MAT Credit entitlement	(508.33)	(633.70)
- Deferred Tax	529.91	284.59
PROFIT AFTER TAX (PAT) (IV)	1824.20	2734.38
OTHER COMPREHENSIVE INCOME (V) Item that will not be reclassified to Profit and Loss: - Equity Instruments through OCI	-	18.43
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (IV) (V)	1824.20	2752.81
Dividend & Dividend Tax - Interim Dividend	225.87	225.87
Cash Accruals	5472.68	5560.94
Equity Share Capital	469.17	469.17
Earnings per Share - Basic (Rs.) - Diluted (Rs.)	3.89 3.89	5.83 5.83

B. RESULTS OF OPERATIONS

The Financial Year 2017-18 was a challenging year on multiple fronts, and your Company has delivered a resilient performance. The performance in FY 2017-18 should be viewed in light of the several challenges faced.

During the financial year ended 31^st March 2018, Revenue from operations increased to Rs.624.04 crores from Rs.526.82 crores in the previous year. The figures are not comparable as the revenue for the year is net of GST. Registered growth is 25% on net revenue basis. EBIDTA of Rs.70.83 crores for the year against Rs.64.59 crores in the previous year, a growth of 10% despite a negative EBIDTA of Rs.3.93 crores from Distillery. Profit after tax (PAT) of Rs.18.24 crores in FY2017-18 against Rs.27.34 crores in the previous year. PAT is lower due to higher finance cost of Rs.4.63 crores and higher depreciation of Rs.8.40 crores.

During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful.

2. TRANSFER TO RESERVES

Your Board recommends to transfer to general reserves of Rs.3.00 crores (previous year Rs.3.00 crores). Consequently, the surplus in the statement of Profit and Loss as at 31^st March, 2018 would stand at Rs.183.22 crores (Previous Year Rs.171.93 crores).

3. DIVIDEND

During the year, the Board of Directors had declared and paid an interim dividend of 40%, on equity shares of face value Rs.1/- each amounting to Rs.0.40 per share. Your Directors are pleased to recommend a final dividend of 30% on equity shares of face value Rs.1/- each amounting to Rs.0.30 per share for the year ended 31^st March, 2018, subject to the approval of the members at this Annual General Meeting. Thus, total dividend for the year amounts to 70% on equity shares (i.e. Rs.0.70 per share on face value of Rs.1/- each)

During the year 2017-18, the Company has transferred unclaimed dividend of Rs.2,21,497.50/- to Investor Education and Protection Fund, as per Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001

4. NEW DEVELOPEMENTS & RECOGNITIONS

- The Company has entered into an agreement to set up 24000 MTPA Onsite PCC/WGCC with a Silver ton Paper Mill in Western U.P.

- Company achieved a 222% volume growth in its Maize Starch sales in FY2017-18.

- Company achieved a 208% volume growth in its HFRS production in FY2017-18.

- The Company has successfully commenced the commercial production of ENA and Rectified Spirit in Borgaon industrial area in Chhindwara (M.P.) during the month of December 2017.

5. PUBLIC DEPOSITS

During the financial year 2017-18, the Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Companies Act, 2013 and rules framed thereunder

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 5 to the Financial Statements.

7. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

M/s Gulshan Holdings Pvt. Ltd. is an associate company by holding 40.24% equity share capital of the Company. There are no other holding, subsidiary, and joint venture or associate company.

8. CREDIT RATINGS

Your Company has adequate liquidity and a strong Balance Sheet. During the year, Credit Analysis & Research Limited (CARE) has maintained the ratings of CARE A [Single A Plus] for your Company’s long-term facilities having tenure of more than one year and CARE A1 [A one plus] for your Company’s short-term facilities having a tenure upto one year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2018 AND 22^nd MAY, 2018 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31^st March, 2018) and the date of the Report (22^nd May, 2018).

10. MATERIAL ORDERS BY GOVERNING AUTHORITIES AND COURTS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company’s internal control system.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-A to this report.

13. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY

During the year, the meeting of CSR Committee was held on 27^th May, 2017 for discussing contribution require to be made by Company for fulfilling the objectives as per Company’s CSR policy. The contributions in this regard have been made by both ways i.e. directly and corpus to the registered trust / Society. The Annual report on CSR activities is annexed herewith as Annexure B.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directors and KMPs

During the year under review, there is no change in Directors and KMPs

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Ashwani Kumar Vats,, Executive Director would retire by rotation at the forthcoming AGM. Being eligible, he has offered himself for re-appointment.

Statement on declaration given by Independent Directors

The Board of the Company consist five independent directors and all the Independent Directors have given the declaration that they meet the criteria of independence as provided in section 149 (6) of the Companies Act 2013.

Performance evaluation

On the advice of Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for the evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Chairperson of the Board. Based on that performance valuation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated.

Remuneration Policy

Remuneration Policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non-Executive Directors and Key Managerial Personnel of the Company and is based on evaluation criteria such as industry benchmarks, company’s annual performance & its strategy, expertise, talent and meritocracy including criteria for determining qualification, positive attributes, independence of a director etc. The detailed policy is available on website of the Company i.e. www.gulshanindia.com.

Number of Meetings

The Board of Directors duly met 4 times in the financial year 2017-18 on 27^th May 2017, 11^th August 2017, 13^th November, 2017, 29^th January, 2018.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ state that:

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

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

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

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

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

f. the Directors’ have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectually.

16. RELATED PARTY TRANSACTION

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements), 2015. Further, there were no transactions with related parties which qualify as material transactions under Regulation 23 of SEBI (LODR), 2015.

All transactions with related parties entered by the Company in the normal course of business were periodically reviewed and approved by the Audit Committee. The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [C].

17. DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 97.23% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

18. INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company. The Board records its appreciation of the commitment and support of employees at all levels.

19. INSURANCE

All the insurable interests of your company, including inventories, buildings, plant & machinery are insured against risk of fire and other risks.

20. SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated Risk Management Policy which aims at enhancing Shareholder’s value and providing an optimum risk reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

22. VIGIL MECHANISM

Pursuant to provisions of Section 177(10) of Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has established a Vigil Mechanism for directors and employees to report the instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The said policy is explained in the Corporate Governance Report and also displayed on Company’s website www.gulshanindia. com under investors/policy documents/Vigil Mechanism Policy link.

23. SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2017- 2018.

24. PARTICULARS OF EMPLOYEES

The particulars of employee(s), as per Section 197 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs.60 lakhs per annum is given as under:

Name	Designation	Remuneration received	Nature of Employment	Qualification & Experience	Date of appointment	Age	Last employment	% of equity held	Such employee relative of director in the Co.
Dr. C. K. Jain	Managing Director	Rs.1.66 cr	Contractual	Phd. in Science & 50 yrs. Exp.	20.10.2000	70yrs	No	10.33%	Ms. Arushi jain Ms. Aditi Pasari

25. AUDIT OBSERVATIONS

Auditors’ observations are suitably explained in notes to the Accounts and are self-explanatory.

26. AUDITORS:

i) Statutory Auditors:

Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on 9^th September, 2017 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Members are requested to consider the ratification of the appointment of Rajeev Singal & Co., Chartered Accountant and authorize the Board of Directors to fix their remuneration.

Rajeev Singal & Co., Chartered Accountants have submitted a certificate, confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

ii) Internal Auditors:

a. Shahid & Associates, Chartered Accountants have been appointed as Internal Auditors for the FY 201819 for all the Units of the Company except Bharuch Sorbitol Unit. They will perform the duties of internal auditors of the Company and their report will be reviewed by the audit committee from time to time.

b. S. S. Kothari Mehta & Co. appointed as Internal Auditor for audit of Bharuch Sorbitol Unit for the FY 2018-19.

iii) Cost Auditors:

Rahul Jain & Associates, Cost Accountants have been appointed as Cost Auditors for auditing the cost accounts of your Company for the year ending 31^st March, 2019 by the Board of Directors. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of the remuneration payable to Rahul Jain & Associates. The Cost Audit Report for the year 2016-17 has been filed under XBRL mode.

iv) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and (The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on 22^nd May, 2018 has appointed Mr. Sanjay Chugh, Practicing Company Secretary (CP No.:3073, FCS: 3754) as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as ‘Annexure D’. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ‘Annexure E’.

28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure F, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Regulation 27 of Listing Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company’s employees & Shareholders of the Company.

For and on behalf of the Board of Directors

Date : 22^nd May, 2018 Dr. C.K. Jain

Place : Delhi Chairman and Managing Director

---

Mar 31, 2015

Dear shareholders,

The Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015.

1. A. THE STATE OF COMPANY'S AFFAIRS (Rs. in lacs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Gross Turnover 43033.92 34970.88

Less : Excise Duty 2817.51 2449.13

Net Turnover 40216.41 32521.75

Add: Other Income 297.65 145.15

Total Revenue 40514.06 32666.90

Expenditure 37332.60 29570.59

Profit before Depreciation, Finance Charges & Tax (PDIT) 5700.29 4805.86

Depreciation 2254.37 1354.32

Finance Charges 264.45 355.23 Profit Before Exceptional items & Tax 3181.47 3096.31

Add: Exceptional items - 63.15

Profit Before Tax (PBT) 3181.47 3159.46

Provision for Taxation - Current Tax 663.38 659.40

- MAT Credit entitlement 52.43 (423.96)

- Deferred Tax (81.99) 211.71

Net Profit after Tax (PAT) 2547.65 2712.31

Transfer to General reserves Account 300.00 300.00

Dividend & Dividend Tax - Interim Dividend 186.54 -

- Final dividend 186.54 247.10

Cash Accruals 4802.02 4066.63

Equity Share Capital 444.17 422.42

Earnings per Share - Basic & diluted (Rs.) 27.57 30.97

B. Results of Operations

Your Company continued to deliver strong financial performance with healthy growth in revenues and high quality earnings. This performance is particularly commendable when viewed against the backdrop of the extremely challenging business context in which it was achieved.

Gross Revenue for the year grew by 23% to Rs. 430.34 crores. Net Revenue at Rs. 402.16 crores grew by 23.6% primarily driven by export of two onsite plants to Bangladesh and commencement of production of LG DMH and MDP at Muzaffarnagar plant of the Company. Cash flows from operations aggregated to Rs. 49.79 crores compared to Rs. 32.24 crores in the previous year, and were adequate to meet the cash flows for the investment activities amounting to Rs. 11.35 cores and for financing activities Rs. 1.62 crores resulting in closing cash & cash equivalents as at 31st March, 2015 in the sum of Rs. 69.28 crores, compared to Rs. 32.46 crores in the previous year.

During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful.

2. TRANSFER TO RESERVES

Your Board recommends to transfer to general reserves of Rs. 3.00 crores (previous year Rs. 3.00 cores). Consequently, the surplus in the statement of Profit and Loss as at 31st March, 2015 would stand at Rs. 127.28 crores (Previous Year Rs. 109.51 crores).

3. DIVIDEND

During the year, the Board of Directors had declared interim dividend of 35% on equity shares amounting to Rs. 1.75 per share. Your Directors are pleased to recommend a final dividend of 35% on equity shares amounting to Rs.1.75 per share for the year ended 31st March, 2015, subject to the approval of the members at this Annual General Meeting. Thus, total dividend for the year amounts to 70% on equity shares i.e. Rs. 3.50 per share compared to Rs. 2.50 per share in the previous year.

4. FUND RAISING

a. Equity & Convertible Warrants - through Preferential Allotment

In the FY 2014-15, the Company allotted 4,35,000 equity shares and 5,00,000 Convertible Warrants under Preferential Issue to the shareholder of non-promoter category namely Antara India Evergreen Fund Ltd. (a Foreign Portfolio Investor) at a price of Rs. 175/- each. The allotment of these shares and warrants was made on 9th October, 2014 and the equity shares were listed and permitted to trade in by Bombay Stock Exchange with effect from 12th November, 2014.

Consequent to the above, the paid up equity share capital of the Company stands increased from Rs. 4,22,42,020 to Rs. 4,44,17,020 divided into 88,83,404 equity shares of 5 each fully paid up.

b. External Commercial Borrowings (ECBs) - Term Loans

During the year under review, your Company repaid ECB loan installments that fell due, equivalent to USD 631,580 million. No fresh Term Loan was availed during the year.

As at 31st March , 2015, long term borrowings stood at Rs. 45.87 crores as against Rs. 43.89 crores on 31st March, 2014.

5. NEW DEVELOPEMENTS

The Ongoing capex programme is focused on exploration and developmental activities across all assets and in potential areas of growth. As part of this programme, during the FY 2014-15, the company has made additions of Rs. 17.33 crores to its gross fixed assets (previous year Rs. 62.66 crores). In addition to it, the company has capital work in progress of Rs. 6.57 crores (previous year Rs. 1.86 crores).

The Company has embarked on implementation of three major On-site PCC projects and other projects:

- As a milestone achievement, your Company has set up an onsite PCC Plant for ITC Limited for their Cigarette Paper Making plant at Tribeni, West Bengal. ITC showed preference for your Company for its quality & time delivery in comparison to various global suppliers of repute. This is the 3rd Onsite PCC plant set up by the Company in India for supply of specialty PCC suitable for Paper industry.

- Company has entered into agreement with Orient Paper Mills (OPM), a Birla group company for setting up an Onsite PCC plant at their location in Amlai, district Shahdol, Madhya Pradesh.

- The Company has successfully executed Onsite PCC and WGCC plant for Basundhara Multi Paper Industries Limited (BMPIL) and exported it to Bangladesh.

- Your Company has successfully commissioned plant & equipment for enhancing production capacity for manufacturing Sorbitol at Bharuch, Gujarat. It has also upgraded the technology and made the production process environmental friendly.

- Your Company has achieved another milestone of being the first Indian Company to produce Dextrose Monohydrate (DMH) Maltodextrin Powder (MDP) and Liquid Glucose from rice at its GPD (Grain Processing division) plant at Muzaffarnagar, Uttar Pradesh

- Commercial production of Indian Made Foreign Liquor (IMFL) has commenced at its bottling unit situated at Borgaon, Madhya Pradesh. The product is very well received in the market under the brand name of 'Tiger Gold'.

- The Company has received environmental clearance from Ministry of Environment and Forest (MOEF), for setting up a Grain based distillery for manufacturing potable alcohol in Chhindwara, M.P. Company has started site development, construction and errection of palnt for the project which is expected to be commissioned by end of March 2016.

6. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits from the public during the year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 13 to the Financial Statements.

8. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 1st April, 2014, Gulshan Holdings Pvt. Ltd. (GHPL) was holding Company of your Company with 51.76% equity shareholding. Consequent to preferential allotment of 4,35,000 equity share to a non promoter shareholder, the shareholding of GHPL fell below the threshold limit of 51% and it ceased to remain a holding Company w.e.f. 9th October, 2014. The present status of GHPL is that it is an associate company by holding 42% equity share capital of the Company. There are no other holding, subsidiary, and joint venture or associate company.

9. CREDIT RATINGS

Your Company has adequate liquidity and a strong Balance Sheet. During the year, Credit Analysis & Research Limited (CARE) has upgraded the ratings to CARE A [Single A Plus] from CARE A [Single A] for your Company's long- term facilities having tenure of more than one year and CARE A1 [A one plus] for your Company's short-term facilities having a tenure upto one year.

10. LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). During the period under review, the Equity Shares of the Company have also been admitted for listing and trading on National Stock Exchange of India Limited (NSE), Mumbai with effect from 28th January, 2015. Now therefore, the Equity Shares of the Company stands listed on NSE along with BSE.

11. BLOCK DEAL WITH RELAINCE MUTUAL FUND

During the year, there was block deal between a promoter i.e. Mrs. Mridula Jain and RELIANCE CAPITAL TRUSTEE CO. LTD- A/C RELIANCE MID & SMALL CAP FUND for 5,95,000 equity shares at a price of ' 250/- each on 27th March, 2015.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 30th MAY, 2015 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (30th May, 2015).

13. MATERIAL ORDERS BY GOVERNING AUTHORITIES AND COURTS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control with respect to internal financial statement.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-A to this report.

16. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Board of Directors of your Company has constituted a CSR Committee. The committee met two times during the year on 28.05.2014 & 14.02.2015 for discussing contribution require to made by the company for fulfilling the objectives as per Company's CSR policy. The contributions in this regard have been made by both ways i.e. directly and corpus to the registered trust. The Annual report on CSR activities is annexed herewith as Annexure B.

17. DIRECTORS & KEY MANAGERIAL PESSONNEL (KMP)

Change in Directors and KMPs

At a board meeting held on 2nd August, 2014, the board had appointed Mr. Jeewan Jyoti Bhagat and Mr. Rakesh Kumar Gupta as Additional Directors in the category of Independent Director and, thereafter, approved by the shareholders in the AGM of the Company held on 20th September, 2014. Their first term of appointment has commenced with effect from 2nd August, 2014 for five consecutive years. They are not liable to retire by rotation during the aforesaid period.

The contract for appointment of Dr. Chandra Kumar Jain as Managing Director and Mr. Ashwani Kumar Vats as Whole Time Director of the Company completed on 31st March, 2015. Being eligible, they both expressed their willingness to be re- appointed as Managing Director and Whole Time Director of the Company respectively. The Board of Directors in their meeting held on 14th February, 2015 re-appointed Dr. Chandra Kumar Jain as Managing Director of the Company designated him as Chairman & Managing Director (CMD) and Mr. Ashwani Kumar Vats as Whole Time Director of the Company designated him as CEO and Executive Director of the Company with effect from 1st April, 2015 for a term of five years.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Ms. Arushi Jain, Executive Director would retire by rotation at the forthcoming AGM. Being eligible, she has offered herself for re-appointment.

Statement on declaration given by Independent Directors

The Board of the Company consist five independent directors and all the Independent Directors have given the declaration that they meet the criteria of independence as provided in section 149 (6) of the Companies Act 2013.

Statement on annual evaluation of Board, Committees and Individual Directors

The Board has empowered the remuneration committee to evaluate the performance of the Chairman, Independent director, Executive directors and committees in terms of the criteria of evaluation laid down by the Board. The evaluation includes various criteria including performance, targets, sincerity towards roles and responsibilities etc. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Detailed policy is available on Website of the Company.

Number of Meetings

The Board of Directors duly met 6 times in the financial year 2014-15 on 28th May 2014, 2nd August 2014, 22nd August, 2014, 9th October 2014, 14th November 2014 and 14th February 2015.

18. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' state that;

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

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

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

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

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

f. the Directors' have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectually.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.gulshanindia.com under investor relations/ policy documents/Related Party Policy link.

20. DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 95.39% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

21. VIGIL MECHANISAM

Pursuant to the provisions of Section 177(10) and Listing Agreement, the Company has established a Vigil Mechanism for directors and employees to report the instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gulshanindia.com under investors/policy documents/Vigil Mechanism Policy link.

The said mechanism is available to all the employees of the Company and operating effectively. During the year the Company has not received complaint through such mechanism.

22. INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company. The Board records its appreciation of the commitment and support of employees at all levels.

23. INSURANCE

All the insurable interests of your company, including inventories, buildings, plant & machinery are insured against risk of fire and other risks.

24. SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

25. STATEMENT ON RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given as under:

Name Designation Remuneration Nature of Qualification Employment & Experience

Dr. C. K. Managing Rs. 1.51 cr. Contractual Phd. in Jain Director Science & 44 yrs. Exp.

Name Date of Age Last % of Such appointment employment equity employee held relative of director in the Co.

Dr. C. K. Jain 20.10.2000 67 No 10.91% Ms. Arushi yrs Jain Ms. Aditi Pasari

27. AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

28. AUDITORS

i) Statutory Auditors:

M/s. Shahid & Associates (Firm Registration No.002140-C), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 20th September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting.

ii) Internal Auditors:

M/s Pankaj K. Goyal & Co., Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

iii) Cost Auditors:

M/s Rahul Jain & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iv) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and (The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Chugh, Practicing Company Secretary (CP No.:3073, FCS: 3754) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure D'.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure E'.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure F, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company's employees & Shareholders of the Company.

For and on behalf of the Board of Directors

Place : Delhi

Date : 30th May, 2015 ( Dr. C.K. Jain )

Chairman and Managing Director

---

Mar 31, 2014

Dear Members,

The Directors are pleased to the present the 14th Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2014

FINANCIAL HIGHLIGHTS (Rs in lacs)

Particulars As at As at 31st March, 31st March Gross Turnover 34970.88 30487.13

Less : Excise Duty 2449.13 2255.94

Net Turnover & Other Income 32666.90 28437.40

Total Expenditure 29570.59 25575.03

Profit before Depreciation, Interest and Tax 4805.86 4709.54

Less: Depreciation 1354.32 1420.72

Less: Interest 355.23 426.46

Profit Before Exceptional items & Tax 3096.31 2862.36

Add: Exceptional items 63.15 -

Profit Before Tax (PBT) 3159.46 2862.36

Less: Provision for Taxation - Current Tax 659.40 569.19

Less : Mat Credit entitlement (423.96) -

- Deferred Tax 211.71 (119.76)

Net Profit after Tax (PAT) 2712.31 2412.94

Transfer to General Reserve Account 300.00 300.00

Dividend & Dividend Tax - Equity shares 247.10 245.47

Gross Cash Accruals 4066.63 3833.66

Equity Share Capital 422.42 422.42

Earning per Share - Basic & diluted (Rs.) 30.97 27.43

DIVIDEND

Your Directors are pleased to recommend & maintaining the rate of dividend @ 50% (Rs. 2.50 per equity share on a face value of Rs. 5/-) on the equity share capital of the company for the year ended 31st March, 2014, subject to approval of shareholders in ensuing Annual General Meeting.

BUSINESS OPERATIONS

You will be pleased to know that your Company has recorded a turnover of Rs. 34970.88 lacs as compare to previous year of Rs. 30487.13 lacs recording growth of 14.7%. The Net Profit after tax (PAT) for the FY 2013-14 stood at Rs. 2712.31 lacs, increased by 12.41% as compared to previous year PAT of Rs. 2412.94 lacs. The Cash Accruals was Rs. 4066.63 lacs (Previous year Rs. 3833.66 lacs).

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company does not have any Employees Stock Option Scheme.

During the year, your Company has become a subsidiary company of Gulshan Holdings Private Limited (GHPL) by virtue of acquisition of 50% or more shareholding of the Company by GHPL.

During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy- back Scheme of shares taken up by the Company during the year.

NEW BUSINESSES

During the year, the company has set up and commissioned the following projects:

i. In competition with various MNC vendors, ITC Limited had awarded GPL to set up an Onsite PCC (Percipated Calcium Carbonate) plant for their specialty Paper division at Tribeni, West Bengal. Company has successful commissioned and supply the desired quality for their Cigarette paper making plant. This is the 3rd Onsite PCC plant set up by the Company in India for supply of specialty PCC suitable for Paper industry.

ii. Long awaited, commercial production of Indian Made Foreign Liquor (IMFL) has also been commenced at its bottling unit situated at Boregaon, Madhya Pradesh. The product is very well received in the market under the brand name of ''Tiger Gold''.

iii. The Company has also received the environmental clearance from Ministry of Environment and Forest (MOEF), New Delhi, to set up a Grain based distillery at Boregaon. Further Clearance from Madhya Pradesh Pollution Control Board is expected soon.

iv. The Company''s Grain based plant for manufacturing Dextrose Monohydrate (DMH), Maltodextrin Powder (MDP) and Liquid Glucose has also started the commercial production at Muzaffarnagar, Uttar Pradesh.

v. The Company has successfully commissioned the plant & equipment for updating the technology of Sorbitol manufacturing and making more environment friendly together with enhancement of capacity at Bharuch, Gujarat.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. A.K. Vats will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment, but his tenure as Whole Time Director will not break. Further, the Board has revised his remuneration, on recommendation of Nomination & Remuneration Committee, in the capacity of his services as Whole Time Director.

The Board of Directors has re-appointed Mr. S. K. Tewari as Whole Time Director of the Company w.e.f. 1st April, 2014 for a term of five years on the remuneration as recommended by the Nomination & Remuneration Committee and thereafter approved by the Board in their meeting held on 28th May, 2014.

Further in the same meeting, Board has appointed Mr. K. K. Pandey, Mr. A. K. Maheshwari and Mr. Ajay Jain as Independent Directors of the Company for a term of consecutive five years ending up to 31st March, 2019.

FIXED DEPOSITS

The Company invited Fixed Deposits from the Shareholders and/or Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 345.47 lacs as on 31st March 2014 (Previous year Rs. 345.47 Lacs). No Fixed Deposit remained unclaimed as on 31st March, 2014. There were no delay/defaults in the re-payment of any Deposit.

CONTRIBUTION TO EXCHEQUER

Your Company has paid a substantial amount of Rs. 3687.61 lacs to the Exchequer during the year in the form of Excise Duty, VAT/CST and Direct Tax.

INSURANCE

All the insurable interests of your Company, including inventories, buildings, plant and machinery are insured against risk of fire and other risks.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 95.00% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the Company is annexed hereto as Annexure-1 and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors'' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms a part of this Annual Report.

PARTICULARS OF EMPLOYESS

As required by provisions of Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employee are as under:

Name of the Designation Age Experience Remuneration Date of Employee Received Commencement of employment

Dr C.K.Jain Managing 65 42 Rs. 1,41,47,600 20.10.2000 Director years years

Nameof the Employee Name of Last Employment

Dr. C.k.Jain -

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departures;

ii) That the selected accounting policies were applied consistently and the directors made judgment 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 31st March, 2014 and the profit of the company for the year ended on that date;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Annual Accounts have been prepared on an on-going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company. The Board records its appreciation of the commitment and support of employees at all levels

COST AUDITOR OF THE COMPANY FOR THE FY 2014-15

Name Mr. Rahul Jain

Address 119, Parshv Vihar, IP Extn., Patparganj Delhi- 110092

Membership No. 32521

Order No. Central Govt.''s order directing cost audit - 52/26/CAB/2010 dated 24/01/2012

Cost Audit relates Organic & Inorganic Chemicals

AUDITORS AND AUDITOR''S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider re-appointing them and to authorise the Board of Directors to fix their remuneration. The auditors, under the provisions of Companies Act, 1956, have furnished a certificate of eligibility for re-appointment.

The Auditor''s Report to the Shareholders, read with relevant notes thereon, are self-explanatory and do not contain any qualifications, and hence do not call for any comments under section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & Shareholders of the Company.

For and on behalf of the Board of Directors Dr. C.K. Jain Arushi Jain Managing Director Whole Time Director

Date : May 28, 2014 Place : Delhi

---

Mar 31, 2013

Dear shareholders,

The Directors are pleased to the present the 13th Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2013

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars As at As at 31st March, 2013 31st March, 2012

Gross Turnover 30487.13 29034.21

Less : Excise Duty 2255.94 1752.84

Net Turnover & Other Income 28437.40 27393.23

Expenditure 23727.86 23576.75

Profit before Depreciation, Finance Charges & Tax (PBDIT) 4709.54 3816.48

Depreciation 1420.72 1327.96

Finance Charges 426.46 327.45

Profit Before Tax (PBT) 2862.37 2161.07

Provision for Taxation - Current Tax 569.19 427.51

- Deferred Tax (119.76) (57.74)

Net Profit after Tax (PAT) 2412.94 1791.31

Dividend & Dividend Tax - Equity shares 245.47 122.74

- Preference shares 95.30 95.30

Gross Cash Accruals 3833.66 3119.27

Equity Share Capital 422.42 422.42

Earning per Share - Basic & diluted Rs.) 27.43 20.07



BUSINESS OPERATIONS

You will be pleased to know that your Company has recorded a turnover of Rs. 30487.13 lacs as compare to previous year of Rs. 29034.21 lacs. The Net Profit after tax (PAT) for the FY 2012-13 at Rs. 2412.94 lacs, increased by 34.70% as compare to previous year PAT of Rs.1791.31 lacs. The Cash Accruals was Rs. 3833.66 lacs (Previous year Rs. 3119.27 lacs).

An amount of Rs. 300 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial years and the date of this report. The Company does not any Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

In view of Gulshan''s tradition of sharing its profitability with its shareholders, and keeping in view the growth achieved by the company, your Directors are pleased to recommend a higher rate of dividend of 50% (Rs. 2.50 per equity share on face value of Rs. 5/- each) on the Equity Share Capital of the Company, as against 25% dividend paid in the previous year. On the Preference share capital of the Company, dividend at the rate of 8% has been recommended for the year ended 31st March, 2013, subject to approval of shareholders in ensuing Annual General Meeting.

NEW BUSINESSES

During the year, the Company has set up the facilities for Onsite Precipitated Calcium Carbonate (Onsite PCC) Plant at Patiala (Punjab) for a Company in Paper Industry namely M/s DSG Papers Private Limited.

DIRECTORS

During the year, Ms. Arushi Jain and Ms. Aditi Pasari were re-appointed as Whole Time Directors of the Company with effect from 1st January, 2013 in the Board meeting held on 9th February, 2013.

The Remuneration Committee and the Board of Directors at their respective Meetings held on 25th May, 2013 have recommended and approved, subject to approval of the members at the General Meeting;

a) Revision in terms of remuneration of Dr. C. K. Jain, Managing Director w.e.f. 1st April, 2013.

b) Revision in terms of remuneration of Ms. Aditi Pasari, Whole Time Director w.e.f. 1st April, 2013

c) Revision in terms of remuneration of Ms. Arushi Jain, Whole Time Director w.e.f. 1st April, 2013

d) Payment of Commission to Non Executive Directors of the Company

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Jain, Non Executive Director of the Company, who held the office of directors till the date of the forthcoming Annual General Meeting, is liable to retire by rotation and being eligible has offered himself for re- appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 345.47 lacs as on 31st March 2013 (Previous year Rs. 378.77 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2013. There was no delay/default in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid a substantial amount of Rs. 3348.15 lacs to the Exchequer during the year in the form of Excise Duty, VAT/CST and Direct Tax.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.82% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors'' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure,

ii) That the selected accounting policies were applied consistently and the directors made judgment 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 31st March, 2013 and of the profit of the company for the year ended on that date,

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

COST AUDITOR OF THE COMPANY FOR THE FY 2013-14

Name Mr. Rahul Jain

Address 119, Parshv Vihar, IP Extn., Patparganj Delhi- 110092

Membership No. 32521

Order No. Central Govt.''s order directing cost audit - 52/26/CAB/2010 dated 24/01/2012

Cost Audit relates Organic & Inorganic Chemicals

AUDITORS AND AUDITOR''S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & shareholders.

For and on behalf of the Board of Directors

Date : 25th May, 2013

Place : Delhi Dr. C.K. Jain Arushi Jain

Managing Director Whole Time Director

---

Mar 31, 2012

The Board of Directors feel great pleasure in presenting the 12th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Gross Turnover & 29146.07 27611.75 Other Income

Expenditure 23576.75 22200.12

Profit before 3816.48 3746.98 Depreciation, Finance Charges & Tax

Depreciation 1327.96 1441.84

Finance Charges 327.45 427.32



Particulars Current Year Previous Year 31.03.2012 31.03.2011

Profit Before Tax 2161.07 1877.82

Provision for Taxation

Current Tax 427.51 369.25

Deferred Tax (57.74) (121.35)

Net Profit after Tax 1791.31 1629.92

Dividend & Dividend Tax Preference shares 95.30 0

Equity shares 122.74 122.74

Gross Cash Accruals 3119.27 3071.76

Equity Share Capital 422.42 422.42

Earning per Share

Basic & diluted (Rs.) 20.07 19.29

REVIEW OF OPERATIONS

The Sales and Other Income for the financial year under review were Rs 29146.07 lacs (Previous year Rs. 27611.75 lacs). The Depreciation for the year was Rs 1327.96 lacs (Previous year Rs. 1441.84 lacs). The Cash Accruals were Rs. 3119.27 lacs (Previous year Rs. 3071.76 lacs). The Net Profit after tax was Rs. 1791.31 lacs (Previous year Rs.1629.92 lacs).

An amount of Rs. 400 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company has not given any shares to any of the employees under Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

The Board of Directors are pleased to recommend a Tax-free dividend of 8% on the Preference Share Capital of the Company and dividend of 25% (Rs. 1.25 per share on an Equity Share of Rs. 5/- each) on the Equity Share Capital of the Company for the year ended 31st March, 2012. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid within stipulated period prescribed under the Companies Act, 1956.

NEW BUSINESSES

In March 2012, the Company has set up a new plant for Grounded Calcium Carbonate at Abu Road, Rajasthan. Further, the facilities for producing the IMFL are being set up at Boregaon, Distt. Chhindwara Madhya Pradesh and operations of bottling is expected to commence in August 2012.

DIRECTORS

During the year, Mrs. Mridula Jain resigned from the Board of the company with effect from 25th May, 2012. The Board of Director's placed on the record, its sincere appreciation and gratitude for the valuable services and counsel and contribution extended by her during her tenure as Director of the company.

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K. K. Pandey, Non Executive Director of the Company, who held the office of director till the date of the forthcoming Annual General Meeting, is liable to retire by rotation and being eligible has offered himself for re-appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 378.77 Lacs as on 31st March 2012 (Previous year Rs. 375.63 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2012. There were no delay/defaults in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid substantial amounts in excess of Rs. 2679.92 Lacs to the Exchequer during the year in the form of Excise Duty, Sales Tax and Direct Tax.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMATOFSHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.71% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors' Certificate on Compliance with the Conditions of Corporate Governance as laid down, forms part of the Annual Report.

PARTICULARS OF GOVERNMENT COMPANIES AND COMPANIES

During the Year under review, none of the Employees of the Company was in receipt of Remuneration for the Year which was more than the limit prescribed under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure,

ii) That the selected accounting policies were applied consistently and the directors made judgment 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 31st, 2012 and of the profit of the company for the year ended on that date,

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

COST AUDITOR OF THE COMPANY FOR FY 2012-13

1. Name - Mr. Rahul Jain

2. Address - 119, Parshv Vihar, IP Extn.

Parparganj, Delhi-110092

3. Membership No. - 32521

4. Central Govt.'s order directing cost audit - 52/26/CAB/2010 Dated-24/01/2012

5. Cost audit relates - Organic & Inorganic Chemicals

AUDITORS AND AUDITOR'S REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company's employees & shareholders.

For and on behalf of the Board of Directors

Sd/- Dr. C.K. Jain

Chairman Cum Managing Director

Date : 25th May, 2012

Place : Delhi

---

Mar 31, 2010

The Board of Directors feel great pleasure in presenting the 10th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2010..

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Current Previous

Year Year

31.03.2010 31.03.2009

Turnover & Other Income 22037.65 21705.24

Expenditure 18526.52 18155.37

Profit before Depreciation

Finance Charges & Tax 3511.12 3549.87

Depreciation 1502.57 668.70

Finance Charges 546.35 551.26

Profit Before Tax 1462.20 2329.91

Provision for Taxation

Current Tax 244.03 161.54

Deferred Tax Liability (51.98) 418.99

Fringe Benefit Tax 0 11.65

Net Profit after Tax 1270.15 1737.72

Prior Period Expenditure/

Extra ordinary items (Net) 1.99 4.22

Dividend & Dividend Tax 122.08 97.66

Gross Cash Accruals 2650.64 2308.75

Equity Share Capital 417.39 417.39

Earning per Share

Basic& diluted (Rs.) 15.22 20.82

REVIEW OF OPERATIONS

The Sales and Other Income for the financial year under review were Rs 22037.65 lacs (Previous year Rs. 21705.24 lacs). The Depreciation for the year was Rs 1502.57 lacs (Previous year Rs. 668.70 lacs) and was higher by Rs 640.22 lacs due to change of method of depreciation. The Cash Accruals were Rs. 2650.64 lacs (Previous year Rs. 2308.75 lacs). The Net Profit after tax was Rs. 1270.15 lacs (Previous year Rs. 1737.72 lacs). The main reason for decrease in profit for the financial year 2009-10 was increase in Provision of depreciation due to change in method

of depreciation from Straight Line Method (S.L.M.) to Written Down Value Method (W.D. V.)

An amount of Rs. 1500 lacs has been transferred to General Reserve Account. There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. The Company has not given any shares to any of the employees under Employees Stock Option Scheme.

The company has no subsidiary or holding Company. During the year the business and affairs of the Company have been carried out in its normal course and no significant events have taken place, which are harmful to the business of the Company. There was no Buy-back Scheme of shares taken up by the Company during the year.

DIVIDEND

The Board of Directors is pleased to recommend a Tax-free dividend of 25% (Rs. 1.25 per share on an Equity Share of Rs. 51- each) on the Equity Share Capital of the Company for the year ended 31st March 2010. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid within stipulated period prescribed under the Companies Act, 1956.

CHANGE IN METHOD OF DEPRIVATION

The" Company has changed its policy to charge depreciation on fixed assets from Straight Line Method (S.L.M.) to Written Down Value Method (W.D.V.) as per the depreciation rates prescribed in the Schedule 14 of Companies Act, 1956.

NEW BUSINESSES

During the year, the Company has set up the facilities for Onsite Precipitated Calcium Carbonate (Onsite PCC) Plant at.Sahibabad (UP) for a Company in Paper Industry namely M/s Magnum Ventures Limited. Further, the facilities for producing the Calcium Carbonate with licensed capacity of 33000 MT were set up at Ponta Sahib (Himachal Pradesh) where operations commenced in May 2009.

EXPANSION PLANS

Company has planned to set up plant at its existing Bharuch site to manufacture Mannitol and DMH with annual capacity of 4000 MT and 10000 MT respectively. Company is planning further to increase production capacity of Sorbitol 70% by 12000 MT to meet the increasing demand of Sorbitol in overseas and domestic market. Company is under process of implementing cGMP (Good Manufacturing Practices) standard in Sorbitol Plant to meet the quality standards of Pharma Companies in Europe and US market. In line with meeting the stringent pollution control norms relating to water effluent discharge, company is investing in ET plant.

AWARDS AND RECOGNITIONS RECEIVED BY THE COMPANY DURING THE YEAR

- National Award from Limca Book of Records for setting up first On-Site PCC manufacturing Plant in India

- Kosher Certificate from Union of Orthodox Jewish Congregations of America for the product 70% Sorbitol

- Certificate of Excellence for having achieved Largest volumes as Exporter in terms of TEUs at ICD-Ankleshwar Awarded by CONCOR

MERGER OF SALIL INDUSTRIES LIMITED WITH THE COMPANY

Pursuant to the Scheme of Amalgamation of Salil Industries Limited with your Company, the Board of Directors of both the companies in their meeting held on 10th October, 2009 decided and recommended to consolidate the Group Activities by merging Salil Industries Limited with Gulshan Polyols Limited based on the recommended swap ratio 30:1 i.e. One (Rs 5/- fully paid up) equity share of Gulshan Polyols Limited for every Thirty (Rs 10/- fully paid up) equity shares of Salil Industries Limited subject to the statutory approvals and compliance of applicable laws and procedures including approval of Honble High Courts. Both the Companies also obtained the approval of respective Stock Exchange, Shareholders and Creditors for the proposed merger. Merger petition is in the final stage under approval process at Honble High Court, Allahabad and Delhi. It would be implemented upon their approval.

DIRECTORS

During the year, Ms. Arushi Jain and Ms. Aditi Pasari were appointed as an additional director of the Company in the Board Meeting held on 30th January, 2010. In the same Board meeting, they both were appointed as Whole time Director of the Company along with re-appointment of Mr. Shiv Kumar Uppal w.e.f. 1st January, 2010.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K. K. Pandey and Mrs. Mridula Jain, Non Executive Directors of the Company, who held the office of directors till the date of the forthcoming Annual General Meeting, are liable to retire by rotation and being eligible have offered themselves for re-appointment.

PUBLIC DEPOSITS

The Company invited Fixed Deposits from the Shareholders & Public during the year. The Fixed Deposits mobilized and outstanding aggregated to Rs. 365.63 lacs as on 31st March 2010 (Previous year Rs. 345.73 Lacs). There was no Fixed Deposit remained unclaimed as on 31st March, 2010. There were no delay/defaults in the payment of any of the Deposit.

The Company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made hereunder.

CONTRIBUTION TO EXCHEQUER

Your Company has paid substantial amounts in excess of Rs. 1868.51 lacs to the Exchequer during the year in the form of Excise Duty, Custom Duty, Direct & Indirect taxes, levies, cess etc.

INSURANCE

The Assets of the Company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured.

DEMAT OF SHARES

Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 94.04% of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

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

The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the Company are given as per prescribed Forms in Annexure-1 forming part of this report.

CORPORATE GOVERNANCE

Pursuant td Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the Corporate Governance Report, together with the Auditors Certificate on Compliance with the Conditions of Corporate" Governance as laid down, forms part of the Annual Report.

PERSONNEL

A statement giving the particulars of employee as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and forming part of the Directors Report for the year ended 31st March, 2010.

Employed for the whole of the Financial Year and in receipt of remuneration a! a rate at which was not less than Rs. 24 Lacs per annum is as under:

Name : Dr. C. K. Jain

Age : 62 years

Designation : Managing Director

Nature of Duty : Overall management of

the Company

Remuneration received : Rs. 42,00,000/-

Qualification : B.Sc. Ph. D. (Chemistry)

Experience : Vast experience in

managing business affairs.

Dr. C-K. Jain, Managing Director of the Company is related to Mrs. Mridula Jain as her husband, Ms. Arushi Jain and Ms. Aditi Pasari as their Father.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed:

i) Thatln the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the directors made judgment 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 31st

March, 2010 and of the profit of the company for the year ended on that date;

Hi) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

All the manufacturing plants of your company are running in an eco-friendly manner and have a focus on workplace health and safety.

INDUSTRIAL RELATIONS

The industrial relations have been cordial at all the plants of the Company.

AUDITORS AND AUDITORS REPORT

M/s. Shahid & Associates, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be re-appointed as Auditors of the Company at the forthcoming Annual General Meeting.

The Auditor has qualified his report which has been suitably explained in the notes to the Accounts and do not call for any further comments. The accounts of the branches of the Company are also audited by the Statutory Auditors.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Companys employees & shareholders.

For and on behalf of the Board of Directors

Dr. C. K. Jain Mridula Jain

Managing Director Director

Date :27th May, 2010

Place: Delhi