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Director's Report

Gujarat Intrux Ltd
Industry :  Castings & Forgings
BSE Code
ISIN Demat
Book Value()
517372
INE877E01015
194.2368934
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
14.83
147.36
EPS(TTM)
Face Value()
Div & Yield %
28.93
10
5.84
 
As on: Oct 22, 2025 08:17 PM

TO,

The Members of,

GUJARAT INTRUX LIMITED

Your Directors have pleasure in presenting 33rd Annual Report of the Company together with Audited Financial Accounts for the year ended on 31st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs. In Lakhs)

Particulars

2024-25 2023-24

Net Income from Operation and Other Income

6695.41 5866.58

Profit/ (Loss) Before Interest, Depreciation & Taxation

1543.31 1161.01

Less: Interest and Financial expenses

3.64 3.54

Depreciation & Amortization

134.93 141.79

Profit/(Loss) Before Taxation

1404.74 1015.69

Less: Provision for Taxation

345.43 274.21

Add/Less: Prior Year Adjustment

0.00 0.00

Net Profit/(Loss) Available

1059.31 741.48

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

In the Financial Year 2024-25, the Company has achieved 14.13% growth in income from operations and other income, compared to the previous year. Net profitability registered a substantial increase of approximately 42.86%, reflecting strong operational performance. Both revenue and profitability demonstrated a positive upward trend.

The Company continues to benefit from the strategic vision and expertise of its experienced management team. Our Marketing Division remains focused on identifying high margin, market-relevant products and is actively pursuing opportunities to enhance market share and drive sustainable growth in the forth coming years.

STATE OF AFFAIRS:

We remain committed to manufacturing and supplying high-quality Steel and Alloy Steel Castings that meet the requirements of customers in both domestic and international markets. Our market position is sustained through the continual enhancement of our Quality Management System, adoption of advanced process technologies, and the dedication of our skilled employees and reliable suppliers.

No material events such as mergers, acquisitions, expansions, or diversifications occurred during the Financial Year 2024-25.

EQUITY INFUSION:

During the financial year under review, the Company did not issue any equity shares.

There were no changes in the Company's share capital structure during the year.

TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review and accordingly no amount has been transferred to General Reserve for the Financial Year ended on March 31, 2025.

DIVIDEND:

During the year company has declared interim dividend and recommended final dividend. The Details of dividend are as under:

INTERIM DIVIDEND:

Board of Directors has considered and approved Interim Dividend @ 100% being amount equivalent to Rs. 10 per share on the equity share of the face value of Rs. 10/- each for the financial year 2024- 2025.

RECOMMENDATION OF FINAL DIVIDEND:

The Board of Directors of your company is pleased to recommend a dividend of Rs. 15 per equity share of the face value of Rs. 10 each (@150%), payable to those Shareholders whose names appear in the Register of Members as on the Cut-off/ Record Date i.e. 22nd September, 2025

INVESTOR EDUCATION AND PROTECTION FUND:

Upon the instructions of the company, MUFG Intime India Private Limited (Previously Known as Link Intime India Private Limited) had communicated to all the concerned shareholders individually whose shares are liable to be transferred to IEPF as on 16th June, 2025. The Company had also given newspaper advertisements as on 24th June, 2025. The company will continue to inform to their shareholder and give advertisement before such transfer in favour of IEPF. The Company had also uploaded the details of such shareholders, their shares, amount of unpaid/unclaimed dividend transferred to IEPF on the website of the Company at https:// www.gujaratintrux.com .

Further, below are the details of transfer of dividend amounts to IEPF:

Dividend for the financial year ended

Date of Dividend Declaration

Due Date for Transferf to IEPF

31.03.2018 18.09.2018 25.10.2025
31.03.2019 17.09.2019 24.10.2026
31.03.2020 21.09.2020 28.10.2027
31.03.2021 20.09.2021 27.10.2028
31.03.2022 24.09.2022 31.10.2029
31.03.2023 29.09.2023 05.11.2030
31.03.2024 29.04.2024 05.06.2031
31.03.2024 14.09.2024 21.10.2031
31.03.2025 24.04.2025 31.05.2032

DETAILS OF NODAL OFFICER:

The company has appointed Mr. Sagar Rajyaguru as Nodal officer of the company as per Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Mr. Sagar Rajyaguru is Company Secretary and Compliance Officer of the company and his contact details is as under NODAL OFFICER OF GUJARAT INTRUX LIMITED M r. Sagar Rajyaguru

(Company Secretary & Compliance Officer)

E-mail: cs@gujaratintrux.com Tel No: +91-2827-252851 Mob. No: +91 9328987249

The above details are also available on the website of the company at www.guiaratintrux.com

CHANGE IN NATURE OF BUSINESS AND MAJOR EVENTS:

During the year there is no change in nature of the Business of the Company and no major events occurred.

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

There were no material changes and commitments, if any, affecting the Financial Position of the Company, having occurred since the end of the year and till the date of the Report.

CAPITAL STRUCTURE:

Your company has not issued any Equity Shares during the year under review and there is no change in the Capital Structure of the Company during the year 2024-25.

HOLDING/SUBSIDIARY/ASSOCIATE:

The Company has no Holding, Subsidiary and Associate Company.

OVERVIEW OF THE INDUSTRY, EXTERNAL ENVIRONMENT & ECONOMIC OUTLOOK:

Steel continues to be a vital pillar of industrial development and economic progress. It is widely recognised as the backbone of modern civilisation, with per capita steel consumption often used as an indicator of a country's socio-economic advancement. As a core material for infrastructure, construction, transportation, defence, and manufacturing, the steel industry holds a central role in national growth strategies.

In 2025, the global steel industry is witnessing a gradual recovery in demand, supported by renewed infrastructure investments and improved macroeconomic conditions across developed and emerging economies. According to the World

Steel Association, global steel demand is projected to grow by 1.2% in 2025 to reach 1,815.2 million tonnes, after modest growth in 2024.

In India, the government's continued emphasis on infrastructure development, renewable energy, and housing under schemes like PM Gati Shakti and the National Infrastructure Pipeline is fuelling domestic steel consumption. The Production Linked Incentive (PLI) scheme for specialty steel is further driving innovation and capacity expansion, with the Ministry of Steel projecting production to reach 42 million tonnes by 2026-27.

The Company, engaged in manufacturing Steel and Alloy Steel Sand Castings in single piece weights ranging from 20 kg to 3300 kg, is strategically positioned to serve both domestic and international markets. While minor demand fluctuations were observed in the recent period, industry players are actively working to stabilise and grow demand. With improving global conditions and rising export opportunities, The Company remains focused on expanding its international footprint. We continue to prioritise quality, timely delivery, and resilience in operations to meet the evolving needs of our customers, government agencies, and private sector clients.

DEPOSIT:

Company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS:

The Company has not given any loan, Guarantee and has not made any investments during the year under review. Your Company has not made any transactions falling under the ambit of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSCATIONS:

The Company has entered in to transactions with Related Parties in the ordinary courses of business at Arm's length basis. Particulars of contracts or arrangements with related parties referred into Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appeared as Annexure 02 to the Board's report.

Details of related parties transactions as per accounting standard are disclosed in note no 26 of financial statement which form part of this report.

Related party transaction policy is placed on the website of the company at https://guiaratintrux.com/wpcontent/uploads /2025/05/RPT POLICY GIL 2025 04 24.pdf

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Company's internal audit system has been continuously monitored and updated to ensure that assets are safe guarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditor on a routine basis. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31st March, 2025, the Internal Financial Controls were adequate and operating effectively.

The Company has implemented Periodic Review Mechanism as part of Internal Financial Controls to review receivables, inventories, tangible and intangible assets, investments and other financial parameters for the financial year 2024-25.

INSURANCE:

The assets of the Company including buildings, plant & machinery, stocks, additionally public liability etc. Wherever necessary and to the extent required have been adequately insured against various risk. Moreover, Company is also securing personal health of its employees by taking various insurance like workmen compensation, group personal accident and group mediclaim.

SEGMENT REPORTING:

The Company is engaged in the Casting business only and therefore there is only one reportable segment in accordance with the Accounting standards on segment reporting IND-AS108 (Operating Segment).

INDUSTRIAL AND HUMAN RESOURECS:

Human capital is crucial to company's growth, and the Company strives to attract, retain, and recognise the right talent throughout its operations. To nurture its human capital, the Company provides a safe, collaborative, fair, and healthy work environment. Gujarat Intrux believes in hiring the right talent, effectively managing workforces, and encouraging fresh ideas. This approach helps motivate its employees and foster a culture of innovation.

People remain the most valuable assets of your Company. The Company recognizes people as its best employees and the Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

People are a key resource at Gujarat Intrux Limited and the Company strives to give them an enabling and fulfilling workplace. This is achieved through sustained actions around improving health and safety, driving diversity, equity inclusion, and facilitating them equal learning and development opportunities.

Company has framed requisite policies through which Healthy environment remains amongst the Employees and help us improve quality of life of our employees. Employees are given freedom to share their views to the Management.

We are committed to fair employment practices and freedom of expression, supported by a strong, Companywide value system.

During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

POLICY ON PRVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaint's Committee has also been set up to redress complaints regarding sexual harassment. During the year no complaints were received by the Company.

The Company has always believed in providing a safe and harassment free workplace for every individual working in Gujarat Intrux Limited premises through various interventions and practice. The policy on prevention of sexual harassment is placed on the website of the company at https://guiaratintrux.com/wp-content/uploads/2024/Q8/POLICY-ON-PREVENTION-OF- SEXUAL-HARRASSM ENT.pdf

It is here by stated that company has complied with provision relating to the constitution of Internal Complaints Committee under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

This is to confirm that Gujarat Intrux Limited complies with all applicable laws, rules, and regulations.

The Company acknowledges its obligations under the Maternity Benefit Act, 1961, and remains fully committed to extend the benefits of the Act as and when any case arises under its provisions. As on date, no case has arisen requiring the application of maternity benefits.

REMUNERATION OF DIRECTORS', KEY MANAGERIAL PERSONNEL, EMPLOYEES AND GENERAL:

Disclosures pertaining to remuneration and other details required under Act read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provision of Section 197(12) of the Act read with Rules 5(1)(2)&(3) is attached with this report as Annexure 03.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review, as stipulated under SEBI(LODR) Regulations, 2015 and amendments thereof is presented in separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,a separate section on corporate governance and a certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed here with Annexure 04. Corporate Governance Report forms part of Annual Report.

CEO & CFO CERTIFICATION:

Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO & CFO Certification for preparation of financial statements etc., is forming part of Corporate Governance report as annexed.

NUMBER OF MEETINGS OF THE BOARD:

The Board has met seven (7) times during the year 2024-25, details of which are given in the report on Corporate Governance.

DIRECTORS AND KMP:

DIRECTORS:

During the year, Pursuant to section 152 (6) of the Companies Act, 2013, at 32nd Annual General Meeting held on 14th September, 2024, Mr. Madhubhai Sambhubhai Patoliya (DIN: 00187119) and Mr. Dililipbhai Muljibhai Dudhagara (DIN: 00422189), who were liable to retire by rotation and offered themselves for re-appointment and have been re-appointed.

Further, Mr. Dhiraj Dharamshibhai Pambhar (DIN-00187371) and Mr. Ramankumar Devjibhai Sabhaya (DIN- 00569058) Directors of the Company retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer themselves for re- appointment. Brief profile of both the directors seeking reappointment and other terms of re-appointment is given in Annexure 01 of the Boards Report.

Second term of following independent directors get completed as on September 16, 2024 and accordingly they are ceased as Director (an Independent Director) of the Company.

SR. NO. NAME

DIN

1 Mr.Gordhan K. Sorathiya

01656122

2 Mr.Gajanan R Kamat

02270125

3 Mr.Rameshbhai M. Bhimani

02721760

4 Mr. Narendrabhai C. Pithadia

02803431

5. Ms.Rina L. Adhiya

06957977

Therefore, Board of directors has in its meeting held on 29th July, 2024, recommended to appoint new independent directors in 32 nd Annual General Meeting of the Company.

In the 32nd Annual General Meeting of the company held on 14th September, 2024, The following Independent Directors where appointed, their appointment being effective from 17th September, 2024,

SR. NO. NAME

DIN

1. Mr.Bhupendra Shantilal Avalani

10720819

2. Mr. Dilip Fulabhai Patel

01062975

3. Ms. Rency Rajeshbhai Tanti

10720834

4. Mr. Mansukhlal Maganlal Bhuva

00492913

5. Mr. Hitendrasinh Sambusinh Jadeja

00183473

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Data bank and all our independent directors have complied with it.

Mr. Hitendrasinh Sambusinh Jadeja, who was appointed as an Independent Director at the 32nd Annual General Meeting of the Company, has tendered his resignation with effect from 17th October, 2024. The resignation has been submitted on account of his pre-occupancy with other professional and personal commitments, which require his dedicated attention.

It is further confirmed that apart from the reasons stated above, there are no other material reasons for his resignation as an Independent Director of the Company.

Mr. Sachin Babubhai Mehta (DIN:10817051) was appointed as an Additional Independent director by the Board on 24th October, 2024 and thereafter regularized/ appointed by the Members of the Company by way of passing of special resolution through postal ballot on 22nd December, 2024 CHANGE IN KMP:

During the year, Mr. Sagar Rameshbhai Rajyaguru, Company Secretary and Compliance Officer (ACS: 611544) of the company due to personal reasons resigned from the post of company secretary and compliance officer with effect from 25th November, 2024.

As on 28th January, 2025 Mr. Sagar Rameshbhai Rajyaguru appointed as company secretary and compliance officer of the company.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

It is hereby stated that:

(a) That necessary declaration with respect to independence has been received from all the Independent Directors of the company under section 149(7) of the Companies Act, 2013 and as per Regulation 25(8) of the SEBI (LODR) Regulations, 2015 that he/she meets with criteria laid down under section149 (6) of the Companies Act, 2013.

(b) Independent directors have also given declaration that they were not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his/her duties with an objective independent judgement and without any external influence.

(c) That the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the

Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, and positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report which forms part of this Annual report and said policy is placed on the website of the Company at https://guiaratintrux.com/wp-content/uploads/2025/04/Terms-and Conditions-of-appointment-of-Independent-Directors.pdf

Further, information about Managing Director's remuneration and directors' sitting fees has also disclosed in the same report.

BOARD EVALUATION:

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted a formal annual evaluation of its own performance, that of its committees, and individual Directors.

The Board's performance was assessed after obtaining feedback from all Directors. Similarly, the functioning of the Board Committees was evaluated based on inputs received regarding the effectiveness of each committee and the contributions of its members.

A separate meeting of Independent Directors was convened, wherein the performance of Non-Independent Directors, the Board as a whole, and the Chairman was thoroughly evaluated. The Nomination and Remuneration Committee, along with the Board, reviewed the performance of each Director using a structured evaluation framework.

The performance of Independent Directors was evaluated by the entire Board, excluding the Director under evaluation, to maintain objectivity.

The evaluation criteria included, inter alia, the Director's knowledge and expertise, fulfillment of duties and responsibilities under the Code of Conduct, commitment to ethical standards, and active participation in Board and Committee meetings.

COMMITTES OF THE BOARD:

At present the Company is having five (5) Committees as mentioned below:

1) AUDIT COMMITTEE:

The Company has an adequately qualified Audit Committee constituted in accordance with the provision of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI(LODR) Regulations, 2015. All the Recommendations of the Audit Committee were accepted by the Board.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Company has also constituted Nomination and Remuneration Committee Pursuant to section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

To consider and resolve the Grievances of stakeholders, the company has framed Stakeholders Relationship Committee in accordance with the provision of section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations,2015.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has duly constituted CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013. During the year 2024-25, Company has spent CSR Expenditure on activities specified in Schedule-VI of the Companies Act, 2013 and details of the same is given separately in this Board's Report.

5) RISK MANAGEMENT COMMITTEE:

The Company has voluntarily framed Risk Management Committee which mainly aims at identification of Risk level at various stages of Business operations/activities and to manage the Risk and Evaluation.

The details of composition of committee, terms of reference and committee meeting date and other relevant details are given in the Report on Corporate Governance.

STATEMENT FOR COMPLIANCE OF APLLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company here by states that Company has complied with Secretarial Standards 1 and 2 related to Board and General Meetings to the extend its applicable.

DIRECTORS RESOPNSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors confirm to the best of their knowledge and belief;

a) That in the preparation of the annual accounts for the year 2024-25, the applicable accounting standards had been followed and there were no material departures in the preparation of the annual accounts;

b) That such accounting policies have been selected and applied 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 2024-25 and the profit and loss of the company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other obligations;

d) That the directors had prepared the annual accounts for the year ended 31st March, 2025 on going concern basis;

e) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

f) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

AUDITORS AND AUDITOR'S REPORT:

STATUTORY AUDITOR:

M/s Parin Patwari & co. Firm registration number 154571W, Chartered Accountants, Ahmedabad were appointed as statutory auditor of the company, to hold office till conclusion of the Annual General Meeting for the financial year 20262027.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold as statutory auditor of the Company. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate by the Peer Review Board of the ICAI.

However, as on 22nd July, 2025, M/s Parin Patwari & Co., Chartered Accountants, tendered their resignation to the Board of Directors, expressing their unwillingness to continue as Statutory Auditors of the Company. The said resignation was due to the decision of the Proprietor to discontinue the operations of the proprietorship firm.

The resignation was submitted on amicable terms, and in the spirit of good corporate governance practices, the Auditor has confirmed that there are no other material reasons for their resignation. The Board acknowledges the professional conduct and valuable contribution of M/s Parin Patwari & Co. during their association with the Company.

Before tendering their resignation, M/s Parin Patwari & Co., Chartered Accountants, completed and submitted the audit report for the financial year ended 31st March, 2025, as well as the limited review report for the quarter ended 30th June, 2025.

On August 29, 2025, Board of directors has subject to approval of members in ensuing Annual General Meeting has recommended to appoint M/s M A A K & Associates, Chartered Accountants (Firm Registration No. 135024W), Peer Review Certificate No.: 017841), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Parin Patwari & Co., Chartered Accountants (Firm Registration no. 154571W), resigned w.e.f. 22nd July, 2025, to hold the office till the conclusion of next Annual General Meeting ie. 34th Annual General Meeting of the Company, i.e. to conduct statutory audit for the financial year 2025-26 at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses in connection with the Audit as may be mutually agreed upon between the Board of Directors of the Company and the Auditors based on the recommendation of the Audit Committee.

STATUTORY AUDITOR REPORTS AND NO FRAUD REPORTED:

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' report does not contain any qualification, reservation, adverse remark, or disclaimer. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as inserted by the SEBI (LODR) Third Amendment Regulations, 2018, the Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of M/s. K.P. Rachchh & Co., Practicing Company Secretaries (FCS No. 5156, CP No. 3974), as the Secretarial Auditor of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30, subject to approval of members at this ensuing annual general meeting.

M/s. K.P. Rachchh & Co. has confirmed their eligibility and consented to act as the Secretarial Auditor. The Board is confident that their expertise and professional approach will enhance the Company's compliance standards and corporate governance framework.

SECRETARIAL AUDIT REPORT:

Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Secretarial Audit Report for the financial year ended on March 31st, 2025 in the prescribed format i.e. MR-3 attached in this report as Annexure 05. The Secretarial Audit Report for the financial year ended on March 31st, 2025 is self-explanatory and does not call for any further clarifications.

COST AUDIT:

The Company is not required to conduct Cost Audit as required under section 148 of the Companies Act, 2013. However, Company is required to maintain Cost Record and has maintained the same.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual return as on March 31st, 2025 is available on the Company's website on https://guiaratintrux.com/annual-report/ .

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provision of section 135 of the Companies Act, 2013. The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Companies Act, 2013, to discharge its social responsibilities in a structured and accountable manner. The Committee is entrusted with formulating and monitoring CSR policies, identifying impactful initiatives, and ensuring effective implementation of projects aimed at promoting inclusive growth and sustainable development, thereby contributing meaningfully to the welfare of society at large.

Pursuant to appointment of new independent directors in the company with effect from 17th September, 2024, Committees of the company reconstituted/ Re-constructed as on 30th September, 2024.

Composition of Committee before the Revision in Composition

Name of Directors

Position

Independent / Executive / Non-Executive

No. of Meetings held No. of Meetings attended

Mr. Niteshkumar P. Patel

Chairman

Independent Director

0 0

Mr. Narendra C. Pithadia

Member

Independent Director

0 0

Mr. Dhiraj D. Pambhar

Member

Executive Director

0 0

Mr. Dilip M. Dudhagra

Member

Non-Executive Director

0 0

Composition of Committee After the Revision in Composition

Name of Directors

Position

Independent / Executive / Non-Executive

No. of Meetings held No. of Meetings attended
Ms. Rency R. Tanti Chairman Independent Director 1 1
Mr. Niteshkumar P. Patel Member Independent Director 1 1
Mr. Dhiraj D. Pambhar Member Executive Director 1 1
Mr. Amrutlal J. Kalaria Member Non-Executive Director 1 1

CSR committee meeting held on 20th February, 2025.Company has framed CSR Policy and the same is displayed on the Website of the Company https://guiaratintrux.com/wp-content/uploads/2025/08/CSR-POLICY.pdf . Company was required to Spent Rs. 15,00,500 and has spent Rs. 15,01,000/- for promotion of healthcare and education sector. Details of the composition of Committee, Expense to be incurred, Expenses made is disclosed in Annual Report on CSR Activities, attached as Annexure 06 of the Boards Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEROF:

During the year under consideration, there were no such kinds of instances by/with the company, so no details are required to be mentioned herewith.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company's operations in future.

CREDIT RATING:

Company have no debt instruments or any scheme or proposal involving mobilization of funds and Company is not required obtain any credit rating.

CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY, ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology, absorption, Foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in Annexure 07 attached to this report.

RISK MANAGEMENT:

The Company has voluntary framed Risk Management Committee who assesses and develops and identify the elements of risk and reports to the Board. In furtherance various Risk elements and management of Risk is disclosed in the Management Discussion and Analysis Report which is attached separately and forms part of Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Gujarat Intrux Limited has framed Whistle Blower policy (vigil mechanism) which provides a format mechanism for all stakeholders, employees and directors of the company to approach the Ethics Counsellors/Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy is an extension of existing Code of Conduct of the Company, which requires every employee, director, stakeholder to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. Under the Policy, each Stakeholders, Employees and Directors of the Company has an assured access to the Ethics Counselors/Chairman of the Audit Committee. Whistle Blower Policy is available at the web site of the Company https://gujaratintrux.com/wp- content/uploads/2024/08/WHISTLE-BLOWER-POLICY-.pdf .

DEMAT SUSPENSE ESCROW/ UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to the SEBI circular, the Company had previously opened a demat suspense escrow account with Care Growth Broking Private Limited during the financial year 2023-24.

In light of the strategic tie-up and business association between Care Growth Broking Private Limited and Kotak Securities Limited during July 2025, and with a view to ensuring operational independence and continued compliance, the Company has, during the financial year 2025-26, migrated the demat suspense escrow account to Progressive Share Brokers Private Limited.

During the financial year 2024-2025, there were no securities lying in the demat suspense account/unclaimed suspense account.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

During the year there are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity. ACKNOWLEDGMENT:

The Board of Directors sincerely convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place : Shapar (Dist. Rajkot)

for and on behalf of the Board of

Date : 29th August, 2025

Gujarat Intrux Limited

Ramankumar D. Sabhaya

(Chairman)

DIN-00569058

   

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