Your Directors have pleasure in presenting the 35^th Annual Report of
our Company along with the Audited Balance Sheet and the Statement
of Profit and Loss Account for the year ended March 31,2025.

1) FINANCIAL RESULTS

2) PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

During the year there was no turnover. The Operating Profit/
Loss was of the order of Rs.(65.94) Lakhs as compared to the
previous year of Rs.(42.70) Lakhs. The Company has suspended
the operation due to market volatility. Your directors are exploring
all the possibilities of recommencing the production subject to
viability.

3) SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31,
2025 was Rs.30.68 Crores. No additions and alterations to the
capital were made during the financial year 2024-25.

4) DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013,
Mr.S.Gopal (DIN:06448007) who retires by rotation at the
forthcoming AGM and being eligible, offers himself for re¬
appointment.

5) DIVIDEND

Your Directors regret for the non-declaration of dividend owing to
non-operation of the unit.

5) TRANSFER TO GENERAL RESERVE

Since there is no operation, the Company does not transfer any
funds to the General Reserve.

6) MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the
financial position of the company which have occurred between
the end of the financial year of the company to which the financial
statements relate and the date of report.

7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There has been no loan, guarantees or investments given or
made by the company under section 186 of the Companies Act,
2013 during the financial year.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

The company doesn't have any subsidiaries, associates and joint
venture companies.

9) DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits
from public was outstanding as on date of the balance sheet.

10) DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
(KMPs)

Board Composition

The Board consists of the one Executive Director, one Non¬
Executive Director and Two Non-Executive Independent Directors.

Independent Directors are appointed for a term of five years and
are not liable to retire by rotation.

Retirement by rotation

Pursuant to Section 152 of the Companies Act, 2013, Mr.S.Gopal
who retires by rotation at the forthcoming AGM and is eligible for
re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies
Act, 2013 the Key Managerial Personnel of the Company are
Mr.R.Veeramani, Managing Director, Mrs.A.Vani, Company
Secretary and Mr.G.Senthilvel, Chief Financial Officer.

Mr. R.Veeramani, Managing Director's tenure ends on 30-09¬
2025 and he is reappointed for a period of 3 years from 01-10¬
2025 to 30-09-2028

Declaration of Independent Directors

As per the Companies Act, 2013, your company had appointed
two independent directors and they have declared that they meet
the criteria of independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status
of independence.

Mrs. Poorana Juliet, Independent Director's tenure ends on
30-09-2025. Mrs R.Rani is appointed as Independent Director
from 01-10-2025 to 30-09-2030

Policy of Director’s Appointment and Remuneration

The Company's policy on directors' appointment and
remuneration and other matters provided in Section 178(3) of
the Act has been disclosed in the Corporate Governance report,
which forms part of the Board's Report.

Information U/S 197(12) of the Companies Act 2013

The information required u/s 197(12) of the Act read with rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is NIL

Training Of Independent Directors

To familiarize the strategy, operations and functions of our
Company, the executive directors make presentations/orientation
programme to non - executive independent directors about the
company's strategy, operations, product and service offerings,
markets, organization structure, finance, human resources,
production facilities and quality and risk management. The
appointment letters of Independent Directors has been placed on
the Company's website at www.gemspin.com.

11) MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during
the year on 14th February 2025 to review the performance of
non- Independent Directors and the Board as a whole, review
the performance of the Chairperson of the Company and
had accessed the quality, quantity and timeliness of flow of
information between the company management and the Board.

12) DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the
same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of the profit of the Company for the
year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going
concern' basis;

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

f) 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.

13) BOARD MEETINGS:

During the year, four board meetings were held. Dates of the
Board meetings and details of Directors' attendance at the
meetings are furnished in the Corporate Governance report.

14) RISK MANAGEMENT POLICY

The risk management is overseen by the audit committee of
the company on a continuous basis, therefore constituting
a Risk Management Committee does not arise. Major risks, if
any, identified by the business and functions are systematically
addressed through mitigating action on a continuous basis.

15) RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and SEBI
(LODR) Regulations 2015, your Company has formulated a
Policy on Related Party Transactions which is also available on
Company's website at www.gemspin.com.

The Policy intends to ensure that proper reporting approval and
disclosure processes are in place for all transactions between the
Company and Related Parties. This Policy specifically deals with
the review and approval of Material Related Party Transactions
keeping in mind the potential or actual conflicts of interest that
may arise because of entering into these transactions.

There were no contract / arrangement / transactions entered in to
during the year ended March 31,2025.

16) CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

The Directors and Members of Senior Management have affirmed
compliance with the Code of Conduct for Directors and Senior
Management of the Company. A declaration to this effect has
been signed by Mr.G.Senthilvel, Chief Financial Officer.

17) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE, ETC

The information as required to be disclosed on conservation of
energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as “Annexure - I” to this Report.

18) CORPORATE GOVERNANCE REPORT, MANAGEMENT
DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION
REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI
(LODR) REGULATIONS 2015.

As per the provisions of the SEBI( LODR) Regulations, 2015,
Management Discussion & Analysis Report (Annexure II) and
Corporate Governance Report with Auditors' Certificate thereon
(Annexure - III) are attached and form part of this report.

19) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not having Net profits of more than 5 Crore
rupees, in the Year 2024-25 and therefore Constituting of a CSR
committee in accordance with the provisions of section 135 of
the Act does not arise.

20) PARTICULARS OF EMPLOYEES:

According to Section 197(12) of the Companies Act, 2013 read
with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, none of the directors
are drawing remuneration and thereby the said section is not
applicable and hence not furnished.

21) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor has reported to the Audit Committee under
Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in
the Board's Report.

22) STATUTORY AUDITORS

M/s.Vivekanandan & Associates, Chennai, Chartered
Accountants was appointed as Statutory Auditor of the Company
from the conclusion of 33rd Annual General Meeting for a term
of 5 (five) years until the conclusion of 38th Annual General
Meeting.

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system
to ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition and that all transactions
are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme
of internal audit, review by management and documented
policies, guidelines and procedures. The internal control is
designed to ensure that financial and other records are reliable
for preparing financial statements and other data for maintaining
accountability of assets.

24) SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013
and Rules there under the Board has appointed Lakshmmi
Subramanian & Associates, Practising Company Secretaries as
Secretarial Auditor of the company to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report for
the financial year ended March 31, 2025 is annexed herewith
marked as Annexure - “IV” to this Report.

COMMENT ON SECRETARIAL AUDITOR’S REPORT - The Board
of Directors has taken adequate measures to regularize the
qualification stated in their report.

25) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status of the Company.

26) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDESSAL)
ACT, 2013

The company has in place an anti-sexual Harassment Policy
as required under prevention of Sexual Harassment of Woman
at workplace (Prohibition, Prevention and Redressal) Act 2013
and constituted an Internal Complaints Committee (ICC). Your
Directors further states that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27) ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and
the Banks for their continued help and support. Your Directors
are especially thankful to the esteemed Shareholders for their
continued encouragement and support.

For and on behalf of the Board of Directors
For Gem Spinners India Limited

Place: Chennai R.Veeramani S.Sakthivel

Date: 30-07-2025 DIN: 00032895 DIN: 10642354