Your directors are pleased to present the 46th(Forty-Sixth) Annual Report on the business and operations of the Company along
with the Audited Financial Statements for the Financial Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the standalone Financial Statements of the Company. The table below sets forth
the key financial parameters of the Company's performance during the year under review:
|
Sr.
|
PARTICULARS
|
2025-26
|
2024-25
|
|
No.
|
|
(Rs. in Lakhs)
|
(Rs. in Lakhs)
|
|
1.
|
REVENUE
|
|
|
| |
Net Sales/ Income from Operation
|
3,904.33
|
4,002.65
|
| |
Other Income
|
243.83
|
260.62
|
| |
Total
|
4,148.16
|
4,263.27
|
|
2.
|
LESS: EXPENDITURE
|
|
|
| |
Cost of Materials Consumed
|
897.31
|
994.30
|
| |
Purchases of Stock-in-Trade
|
105.05
|
112.80
|
| |
Change in inventories of Finished Goods, Work in Progress and Stock in
|
109.83
|
141.44
|
| |
Trade
|
486.29
|
448.23
|
| |
Employee Benefit Expenses
|
29.61
|
55.59
|
| |
Financial Cost
|
144.60
|
143.13
|
| |
Depreciation and Amortization Expense
|
2,185.27
|
2155.68
|
| |
Other Expenses
|
|
|
| |
Total
|
3,957.94
|
4051.17
|
|
3.
|
Profit from Operations before Exceptional Items (1-2)
|
190.22
|
212.10
|
|
4.
|
Exceptional ltems
|
--
|
--
|
|
5.
|
Profit Before Tax
|
190.22
|
212.10
|
|
6.
|
Provision for Taxation
|
|
|
| |
i) Current Tax
|
45.00
|
45.00
|
| |
ii) Deferred Tax
|
(24.49)
|
(7.39)
|
| |
iii) (Excess)/ Short provisions written back of earlier years
|
11.12
|
(5.94)
|
|
6.
|
Profit After Tax
|
158.58
|
180.42
|
|
7.
|
Balance carried from Previous Year
|
3,611.76
|
3,431.34
|
|
8.
|
Total other Comprehensive Income for the year
|
52.31
|
26.15
|
|
9.
|
Amount Available for Appropriation
|
3,822.67
|
3,637.91
|
|
10.
|
Balance carried to Balance Sheet
|
3,770.36
|
3,611.76
|
|
11.
|
Basic/ Diluted Earnings per Equity Shares
|
2.84
|
3.23
|
2. SHARE CAPITAL:
As on March 31,2026, the Authorised Share Capital of the Company consisted of 60,00,000 Equity Shares of Rs. 10/- each
and 1,00,000 10% Cumulative Convertible Preference Shares of Rs. 100/- each. The Issued, Subscribed and paid-up
Equity Share Capital of the Company as on March 31, 2026 is 55,92,600 Equity Shares of Rs. 10/- each fully Paid up. There
was no change in the Share Capital during the year under review.
3. DIVIDEND:
In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the
Company have decided not to recommend any dividend on the Equity Shares of the Company for the financial year ended
March 31, 2026.
4. TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of
Profit and Loss. The Company does not propose to transfer any amount to the Reserve.
5. COMPANY'S PERFORMANCE & OPERATIONS:
The Revenue from operations for the financial year under review was Rs. 3,904.33 Lakhs as compared to Rs. 4,002.65
Lakhs in the previous year.
During the financial year under review, the profit after tax (PAT) stood at Rs. 158.58 Lakhs as compared to Rs. 180.42 Lakhs
in the previous year. The performance for the coming years is expected to improve upon if right macroeconomic indicators
are achieved in future.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that for the
Financial Year ended March 31,2026:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along and there
are no material departures;
b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year March 31, 2026 and of the Profit and Loss of the Company for that period;
c. The Directors have 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 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 were operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
7. ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual
Return as on March 31,2026 on its website at www.ginitex.com. By virtue of amendment to Section 92(3) of the Companies
Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board's report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with Related Parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions are disclosed in Form No.
AOC-2 as Annexure I.
9. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS:
Below mentioned are changes to Director/ KMPs during the Financial Year 2025-2026:
|
Name of the Director/
KMP
|
DIN/PAN
|
Designation
|
Date of Appointment/
Cessation
|
Nature of Change
|
|
Ms. Ashwini Somkuwar
|
MUSPS0960H
|
Company Secretary &
Compliance Officer
|
June 30, 2025
|
Resignation
|
|
Ms. Sneha Kumari
|
FTZPK1004F
|
Company Secretary &
Compliance Officer
|
August 25, 2025
|
Appointment
|
|
Below mentioned are
|
changes to Director/ KMPs subsequent to the end of the Financial Year 2025-2026:
|
|
Name of the Director/
KMP
|
DIN/PAN
|
Designation
|
Date of Appointment/
Cessation
|
Nature of Change
|
|
Mr. Ruchir Jalan
|
03172070
|
Independent Director
|
May 30, 2026
|
Cessation
|
|
Mr. Hitesh Poddar
|
11677641
|
Additional Independent
Director
|
May 30, 2026
|
Appointment
|
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pranav
Deepak Harlalka, Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting
(“AGM”) and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment
for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the
Notice convening the AGM. A brief profile of Mr. Pranav Deepak Harlalka has also been provided therein.
10. (1) PARTICULARS OF EMPLOYEES:
|
Sr.
No
|
Particulars
|
Remarks
|
|
1.
|
The ratio of the Remuneration of each Director to the median
Remuneration of the Employees of the Company for the
financial year.
|
a) Mr. Deepak Harlalka, Managing Director-9:00:1
b) Mr. Pranav Harlalka, Executive Director-9:00:1
|
|
2.
|
The percentage increase in the Remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year.
|
a) Mr. Deepak Harlalka- Nil
b) Mr. Pranav Harlalka - Nil
c) CFO/CS - 12.50%
|
|
3.
|
The percentage increase in the median Remuneration of
Employees in the financial year.
|
11.75%
|
|
4.
|
The number of permanent Employees on the rolls of Company.
|
117
|
|
5.
|
Average percentile increase already made in the salaries
of Employees other than Managerial personnel in the last
financial year and its comparison with the percentile increase
in the Managerial Remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the Managerial Remuneration.
|
There has been average increase of 11.75%
of Employees other than Managerial Personal
whereas there has been no increase in Managerial
Remuneration.
|
|
6.
|
Affirmation that the Remuneration is as per the Remuneration
policy of the Company.
|
It is hereby affirmed that the Remuneration is as per
the Remuneration policy of the Company.
|
|
7.
|
Names of top 10 employees of the Company in terms of
remuneration drawn.
|
1) Deepak Harlalka
2) Pranav Harlalka
3) Neeraj Purohit
4) Dinesh Yadav
5) Prakash Sharma
6) Saroj Yadav
7) Pattiram Ramraj Yadav
8) Prasad Nagvekar
9) Mukesh Kumawat
10) Kiran Sankhe
|
|
8.
|
Name of every employee who if employed throughout the
year, was in receipt of remuneration not less than one crore
and two lakh rupees in the aggregate
|
N.A
|
|
9.
|
Name of every employee who if employed for a part of the
year, was in receipt of remuneration not less than eight lakh
and fifty thousand rupees per month in the aggregate
|
N.A
|
|
10.
|
Name of every employee who if employed throughout the
year or part thereof, was in receipt of remuneration which is in
excess of that drawn by the Managing Director or Whole-time
Director or Manager and who holds by himself or along with
his spouse and dependent children, not less than two percent
of the equity shares of the Company.
|
N.A
|
|
Sr.
no.
|
Particulars
|
No. of Meetings Held
|
|
1.
|
Board of Directors
|
Eight
|
|
2.
|
Audit Committee
|
Four
|
|
3.
|
Independent Directors
|
One
|
|
4.
|
Nomination and Remuneration Committee
|
One
|
|
5.
|
Stakeholder Relationship Committee
|
One
|
For details on meetings of the Board & various Committees, please refer to the Corporate Governance Report, which is
part of this Report.
12. FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II of Listing Regulations,
the Board has carried out an annual evaluation of its own performance and working of its Committees. The Board's
functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure
and composition, establishment and delegation of responsibilities to various Committees. The Directors were evaluated on
aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the
Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings.
The Independent Directors of the Company met on February 11,2026 without the presence of Non-Independent Directors to
review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of
the Managing Director and Whole Time Director of the Company and to assess the quality, quantity and timeliness of flow of
information between the management and the Board of Directors. The performance evaluation of the Independent Directors
was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.
13. DECLARATION BY AN INDEPENDENT DIRECTOR:
All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the
Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they
have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses
for effective functioning.
14. NOMINATION AND REMUNERATION POLICY:
The Board of Directors at their meeting held on November 12, 2021 has approved the updated Nomination and
Remuneration Policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and
Senior Management of the Company. The said policy is also uploaded on the website of the Company www.ginitex.com.
The policy provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria
for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel,
Senior Management Personnel and other employees such that the Company's business strategies, values, key priorities
and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board,
encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender.
The Nomination and Remuneration Policy is directed towards rewarding performance, based on review of achievements. It
is aimed at attracting and retaining high caliber talent.
15. STATUTORY AUDITORS:
At the Annual General Meeting held on September 21,2022, M/s. Vatsaraj and Co., Chartered Accountants, Mumbai (FRN:
111327W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General
Meeting to be held in the year 2027.
The report given by the said auditors on the financial statements of the Company is a part of the Annual Report.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS IN THEIR REPORT:
The report given by the auditors on the Financial Statement of the Company is part of the Annual Report. There has been
no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their report.
17. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing
Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is
enclosed as Annexure II (MR-3) to this report. The report is self-explanatory.
The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.
ginitex.com.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has devised an effective vigil mechanism/ whistle blower policy enabling stakeholders, including individual
employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. The
policy has been posted on the website of the Company i.e. www.ginitex.com.
19. COMMITTEES OF THE BOARD:
With a view to have a more focused attention on business and for better governance and accountability, the Board has
constituted the mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and
Remuneration Committee.
The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the
Corporate Governance Report of the Company, which forms part of this Annual Report.
20. SIGNIFICANT MATERIAL CHANGES
There were no material changes and commitments, which affects the financial position of the Company, which have occurred
since the financial year ended on March 31, 2026 of the Company to which the financial statements relate and till the date
of this report.
21. DETAILS WITH RESPECT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF Authority.
During the F.Y 2025-26, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as
per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company i.e. www.
ginitex.com.
The amount of unclaimed/unpaid dividend and the corresponding shares as on March 31, 2026:
|
Year
|
No. of Shares
|
Unclaimed Dividend
|
|
2018-2019
|
12170
|
6,085/-
|
|
2019-2020
|
30258
|
15,129/-
|
22. RISK MANAGEMENT:
The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/
threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened
with new/revised standard operating procedures. The Company's internal control system is commensurate with its size,
scale and complexities of operations.
Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-
risk areas. The main focus of internal audit is to review business risks, test and review controls, assess business processes
besides benchmarking controls with best practices in the industry. During the year under review, there were no elements of
risk which in the opinion of the Board of Directors threaten the existence of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net
profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR), therefore, the Company has
neither formed any CSR committee nor any policy thereof.
25. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:
The Board has evaluated the qualifications, experience, and skills of the Independent Directors appointed during the year
and is of the opinion that they possess the necessary integrity, expertise and experience to provide independent judgement
and oversight. The Board believes that their appointment will enhance the overall effectiveness of the Board and support
the Company's strategic objectives.
26. DEPOSITS:
The Company has not accepted deposits from the public and/or members falling within the ambit of Section 73 and Section
76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of
furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
However, loan form Directors/Relative of Directors taken during the year are as follows:
|
Name of Director/relative
|
Loan taken during the year (in Rs.)
|
Loan outstanding at the end of the
year (in Rs. In Lakhs)
|
|
Deepak Harlalka
|
Nil
|
2.87
|
|
Anjali Harlalka
|
Nil
|
180.31
|
|
Pranav Harlalka
|
Nil
|
142.77
|
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Note
No.49 to financial statements forming part of the Annual Report.
28. CORPORATE GOVERNANCE:
Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the
maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on Corporate
Governance forming part of the Board's Report and the certificate from the Practicing Company Secretary confirming
compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is included in the Annual Report in
Annexure - III.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
A. Industry Structure and Developments:
India's textile and apparel industry continues to be one of the country's most significant manufacturing sectors, supported
by a diversified raw material base, a well-established value chain and a large skilled workforce. The industry encompasses
fibre, yarn, fabric, processing, garments and technical textiles, catering to both domestic and international markets.
The sector plays a vital role in the Indian economy by contributing to manufacturing output, exports and employment. It
provides employment to more than 45 million people directly across the value chain and remains an important contributor
to the country's industrial growth. Government initiatives aimed at strengthening domestic manufacturing, improving
infrastructure, promoting exports and encouraging investment continue to support the sector's long-term development.
India has maintained its position among the leading global producers and exporters of textiles and apparel. During FY 2025¬
26, textile and apparel exports remained resilient despite continued macroeconomic uncertainties and subdued demand
in certain international markets. Growth in man-made fibre (MMF) products and value-added textiles reflects evolving
consumer preferences and increasing global demand for diversified textile products.
The domestic textile market continues to benefit from rising disposable incomes, rapid urbanisation, expanding organised
retail, growth in e-commerce and increasing consumer preference for quality and sustainable products. Technological
advancements, digitalisation and a greater focus on operational efficiency are also contributing to the sector's transformation
and competitiveness.
As a participant in the textile industry, Gini Silk Mills Limited continues to focus on delivering quality products, improving
operational efficiencies and responding to changing market requirements. The Company remains committed to strengthening
its market position while leveraging opportunities arising from the long-term growth potential of the Indian textile sector.
Source: India Brand Equity Foundation (IBEF), Ministry of Textiles, Government of India, Press Information Bureau (PIB)
and IMARC Group.
B. Opportunities and Threats:
Opportunities-
• Growing domestic demand supported by rising disposable incomes and increasing urbanisation.
• Expansion of organised retail and e-commerce platforms enhancing market access.
• Government initiatives promoting textile manufacturing, exports and infrastructure development.
• Increasing demand for value-added, premium and sustainable textile products.
• Opportunities to improve operational efficiencies through technology adoption and process optimisation.
Threats-
• Volatility in raw material prices, particularly cotton, silk and man-made fibres.
• Intense competition from domestic as well as international textile manufacturers.
• Global economic uncertainties affecting export demand.
• Fluctuations in foreign exchange rates impacting export competitiveness and import costs.
• Rising energy, logistics and labour costs, which may affect operating margins.
• Changes in regulatory policies, environmental compliance requirements and geopolitical developments.
C. Segment-Wise or Product-Wise Performance:
In Textiles, our product is very well accepted by our customers & we are in the process of increasing our customer portfolio.
D. Outlook:
Your Company's future growth will be driven by multiple growth drivers. In the textile space, large opportunities in global
textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product segments.
Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming year. On the
whole, we are seeing new growth opportunities in advanced material division and the segment continues to grow at rapid
pace.
E. Risk and Concerns:
The Company has risk management framework which enable it to take certain risks to remain competitive and achieve higher
growth and at the same time mitigate other risks to maintain sustainable results.
A key factor in determining a Company's capacity to create sustainable value is the risk that the Company is willing to take
and its ability to manage them effectively. The Company's Risk Management processes focuses on ensuring that risks are
identified on a timely basis and addressed.
F. Internal Control Systems and their Adequacy:
The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and its
Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and to ensure
its effectiveness, necessary steps were taken by the Company.
G. Discussion on financial performance with respect to Operational Performance:
During the year under review, your Company has registered a turnover of Rs. 3,904.33 Lakhs as compared to Rs. 4,002.65
Lakhs in the previous year.
The sales Revenue from Processing of Fabric Increased from Rs. 3116.90 Lakhs to Rs. 3290.89 Lakhs during the year under
review.
H. Material developments in human resources/ industrial relations front, including number of people employed:
Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply
committed to the growth of the Company. With the growing requirements of the Company, Company has taken necessary
initiatives to ensure not only the retention of the employees but also their growth and development.
The Company also provides various opportunities to the employees to develop their skills to take up higher responsibilities
in the organization. Company also uses various communication channels to seek employee's feedback about the overall
working environment and the necessary tools and resources they need to perform at their best potential.
I. Details Of Significant Changes in Key Financial Ratios:
|
Sr. No.
|
Particulars
|
Financial Year 2025-26
|
Financial Year 2024-25
|
|
1.
|
Current Ratio
|
1.88
|
2.02
|
|
2.
|
Debt-Equity Ratio
|
0.06
|
0.08
|
|
3.
|
Inventory Turnover Ratio
|
9.05
|
7.37
|
|
4.
|
Debtors Turnover Ratio
|
7.40
|
8.09
|
|
5.
|
Interest Coverage Ratio
|
7.42
|
4.81
|
|
6.
|
Operating Profit Margin (%)
|
3.08
|
3.75
|
|
7.
|
Net Profit Margin (%)
|
4.06
|
4.51
|
|
8.
|
Return on Net Worth
|
9.02
|
10.10
|
30. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not
been followed, thus management's explanation is not required.
31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company firmly believes in providing a safe, supportive and friendly workplace environment where its values are
reflected through respectful conduct and inclusive practices. A positive workplace environment and an enriching employee
experience are integral to the Company's culture. The Company is committed to providing and maintaining a workplace free
from discrimination and harassment on the basis of gender.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder, the Company has formulated and implemented a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace. The Policy is applicable to all women employees of the Company,
whether employed on a permanent, temporary or contractual basis.
The Company has constituted separate Internal Committees (ICs) for its Registered Office and Factory Establishment in
accordance with the provisions of the Act. The composition of the Internal Committees is in compliance with the requirements
of the Act.
The Composition of the Internal Committee for the Registered Office as well as Company's Factory Establishment located
at Plant: E-15, MIDC, Tarapur, Boisar- 401506, Thane, Maharashtra is as follows:
|
Sr.
No.
|
Name of the Committee Members
|
Designation
|
Role in ICC
|
|
1.
|
Ms. Priyanka Shingda
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Junior Accountant
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Presiding Officer
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2.
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Ms. Vaishali Raut
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Assistant Store In-charge
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Internal Member
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3.
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Mr. Saroj Yadav
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Junior Accountant
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Internal Member
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4.
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Mr. Uday Mehar
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PR.O
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External Member
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The following is a summary of sexual harassment complaint received or disposed off during the year 2025-26:
• No. of Complaint received: NIL
• No. of Complaint disposed off: NIL
32. MATERNITY BENEFITS:
Your Company recognizes the importance of supporting its female employees during maternity and has been providing
maternity benefits in accordance with the applicable laws, rules, regulations.
We continue to prioritize the well-being and career development of our employees, ensuring a supportive and inclusive work
environment.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY:
1. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention
at all levels by regular monitoring of all equipment's and devices which consume electricity.
2. The steps taken by the Company for utilizing alternate sources of energy -The Company ensures that the
manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible
savings of energy is achieved.
3. The capital investment on energy conservation equipment's -Since Company is having adequate equipment; no
capital investment on energy conservation equipment's is made during the year.
B. TECHNOLOGY ABSORPTION:
I. The efforts made towards technology absorption - Not Applicable
II. The benefits derived like product improvement, cost reduction, product development or import substitution - Not
Applicable
III. I n the case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.
(a) The details of technology imported - Not Applicable
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed - Not Applicable
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable
IV. The expenditure incurred on Research and Development - At present the Company does not have separate
division for carrying out research and development work. No expenditure has therefore been earmarked for this
activity.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
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Foreign Exchange
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Current Year (Rs.in Lakhs)
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Previous Year (Rs.in Lakhs )
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Inflow
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12.71
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217.07
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Outflow
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-
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1.34
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34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status
and Company's operations in future.
35. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard-2 on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are
adequate and operating effectively.
36. LISTING WITH THE STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year FY 2025-2026 to the Bombay Stock Exchange
where the Company's Equity Shares are listed.
37. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related
Party Transactions ('RPT Policy') which can be accessed on Company Website at www.ginitex.com. The RPT Policy was
last reviewed and amended by the Board at its meeting held on March 12, 2026, on the recommendation of the Audit
Committee. All Related Party transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for transactions which are of a repetitive nature and are in the ordinary course of business and at arm's
length pricing
All Related Party transactions are mentioned in the Note 41 to financial statements forming part of the Annual Report. The
listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in compliance
with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor listed its non¬
convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate Company,
the above disclosure is not applicable to the Company.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one
thousand listed entities based on market capitalization shall annex Business Responsibility Report to its annual report
describing the initiatives taken by the listed entity from an environmental, social and governance perspective. Business
Responsibility and Sustainability Report is not applicable to the company as the company does not come under the top one
thousand listed entities.
39. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.
There are no Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during
the financial year 2025-26.
40. INDUSTRIAL RELATION:
The industrial relations of the Company continued to be cordial throughout the year.
41. OTHER DISCLOSURES:
a) During the year under review, there has been no change in the nature of business of the Company.
b) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies
Act, 2013 for the Company.
c) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the year under review.
d) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
e) The Company has not issued any Sweat Equity Shares to its Directors or Employees.
f) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
42. APPRECIATION:
We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place
on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our
esteemed investors for their co-operation extended to and confidence reposed in the management.
BY ORDER OF THE BOARD
FOR GINI SILK MILLS LIMITEDSd/-DEEPAK HARLALKADate: July 28, 2026 CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai DIN: 00170335
Registered Office:
413, Tantia Jogani Industrial Estate Premises,
Opp. Kasturba Hospital, J. R. Boricha Marg,
Lower Parel (East), Maharashtra, India-400011.
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