Your directors take pleasure in presenting the 45^th(Forty Fifth) Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the standalone Financial Statements of the Company.

(Rs. In Lakhs)

2. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2025 was 5.59 Crores. 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, 2025.

4. RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the statement of
Profit and Loss. The Company does not propose to transfer any amount to the Reserve.

5. OPERATIONS:

The Revenue from operations for the financial year under review was Rs. 4002.65 Lakhs as compared to Rs. 4373.30
Lakhs in the previous year.

During the financial year under review, the profit after tax (PAT) stood at Rs. 180.42 Lakhs as compared to Rs. 303.56 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:

Your Directors' confirm 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 March 31,2025 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; and

f. The Directors had 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 will placed a copy of Annual
Return as on March 31,2025 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:

The changes during the Financial Year 2024-2025 are as follows:

I n accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Anjali
Deepak Harlalka, Director, retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible,
offers herself for re-appointment. The Board recommends the proposal of her 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 Mrs. Anjali Deepak Harlalka has also been provided therein.

Further, Miss Ashwini Somkuwar (Membership No. A71790) via resignation letter dated June 18, 2025 has resigned as
Company Secretary of the Company w.e.f. June 30, 2025.

10. (1) PARTICULARS OF EMPLOYEES:

12. FORMAL ANNUAL EVALUATION:

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 10, 2025 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:

I n terms of Section 204 of the Companies Act, 2013 and Rules made there under, 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, 2025 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 2024-25, 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, 2025:-

!2. 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:

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.7 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 Chartered Accountant
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:

I ndia's textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The
industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the
capital-intensive sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is
its strong production base of a wide range of fibre/yarns from natural fibres like cotton, jute, silk, and wool, to synthetic/
man-made fibres like polyester, viscose, nylon and acrylic.

The textile and apparel industry is one of the leading segments of the Indian economy and the largest source of foreign
exchange earnings in India.

The industry support by the government, the favourable Geo-political equations coupled with the resilience of Indian
entrepreneurs will likely hold the Indian economy and the Textiles and Apparel sector in good stead.

B. Opportunities and Threats:

The textile industry faces several challenges and exciting opportunities in today's times. One of the most significant
challenges is the growing global competition, with an increasing number of countries entering this sector. This means
that companies need to become better and more efficient to remain competitive. Additionally, there is a growing
pressure to be more environmentally friendly and conduct business responsibly.

I n order to induce foreign investments in the Textile Industry in India, the government is framing policies that are
supportive to the foreigner while entering the Indian market. The government has even allowed 100% FDI in the Textile
sector under an automatic route. The government is further looking to invest the production-linked incentive scheme
in man-made fiber and technical textiles over a period of 5 years.

C. Segment-Wise or Product-Wise Performance:

I n 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. 4002.65 Lakhs as compared to Rs.
4373.30 Lakhs in the previous year.

The sales Revenue from Processing of Fabric decreased from Rs. 3398.92 Lakhs to Rs. 3116.90 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

nntpntial

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 - a workplace where our
values come to life through the supporting behaviors. Positive workplace environment and a great employee experience
are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and
harassment based on gender.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC) has
been set up in compliance with the said Act. The Composition of the said Committee is as follows:

1. Sonal Tukrul - Presiding Officer

2. Saroj Yadav - Member

3. Vaishali Raut - Member

4. Uday Mehar - External Member

The following is a summary of sexual harassment complaint received or disposed off during the year 2024-25:

• 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 OUTGO

A. 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 equipments 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 equipments 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:

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 2024-2025 to the Bombay Stock Exchange
where the Company's equity shares are listed.

37. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

The amended Related Party Transaction Policy has been adopted by the Board of Directors in their meeting for determining
the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the
Company's website i.e. www.ginitex.com.

All related party transactions are mentioned in the Note 41 to financial statements forming part of the Annual Report. All
related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which were repetitive in nature.

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 2024-25.

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 LIMITED

Sd/-

DEEPAK HARLALKA

Date: August 20, 2025 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.