GTV Engineering Ltd Directors Report

To,

The Members,

GTV Engineering Limited,

Your Directors take pleasure in presenting their 34^th Annual Report together with the Audited Financial Statements for the year ended March, 31^st 2025.

1. Financial Performance of the Company:

The Boards Report shall be prepared based on the standalone financial statement of the company.

Particulars	2024-2025 (Rs. In Lacs)	2023-2024 (Rs. In Lacs)
Sales	10277.18	12062.02
Other Income	17.60	243.95
Profit Before Interest and Depreciation.	1634.35	788.65
Finance Charges	27.76	19.31
Profit Before Depreciation & Tax	1606.59	769.34
Provision for Depreciation	85.17	89.42
Net Profit Before Tax	1521.42	679.92
Provision for Tax	416.79	139.21
Net Profit After Tax	1104.63	540.71
Opening Balance of Retained Earning	2420.66	1879.95
Proposed Dividend on Equity Shares	15.61	-
Tax on Proposed Dividend	-	-
Transfer to General Reserve	-	-
Closing Balance of Retained Earning	3509.68	2420.66

2. Brief description of the Companys working during the year:

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 10277.18 lacs and Net profit after tax during the year is Rs. 1104.63 lacs.

The turnover of the company this year was contributed by the Unit-II (Fabrication Division) of the company.

GTV Engineering Limited major business is Heavy & Large Fabrication & Large Machining Company working as sub-contractor for various Giant Engineering companies like BHEL /METSO / GEBR. PFEIFFER / L&T-MHPS / SMS Group / BEUMER Group / FLSmidth / Xylem / BGR Energy / NTPC etc. and is engaged in the execution of several Infrastructural Projects (Power /Mineral / Cement / Railways & Metros projects).

3. Change in the nature of the business, if any:

The Company doesnt changes the nature of business during the financial year 2024-2025.

4. Dividend:

The Board of Directors in the meeting dated 27.01.2025 has approved and declared the Interim Dividend of Rs. 0.50 per equity shares of face value of Rs.10/- each. The Interim Dividend was paid to the shareholders within the stipulated timeline as per law.

Secondly, the Directors have recommended a final dividend of Rs. 0.10 per equity shares (i.e. 5% of the Paid up share capital) of face value of Rs. 2/- each for the year ended 31st March 2025. Total dividend pay-out is Rs. 46.85 Lakhs. The payment of dividend is subject to deduction of TDS at the applicable tax rate.

5. Transfer to Reserve:

The Board has recommended that the Current year profit that is Rs. 1104.63 lacs is transferred to profit and loss account.

6. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2025 was Rs. 312.38 Lakhs divided into 31.23 Lakhs Equity Shares of Rs. 10/- each.

Issue of Shares with Differential Rights

The Company under the provision of section 43 read with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 (Chapter IV) has not issued any shares with differential rights during the financial year 2024-2025.

Issue of Sweat Equity Shares

The Company under the provision of Section 54 read with rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the financial year 20242025.

Changes in Capital Structure:

Further, the Company in the Financial Year 2025-26 has made the following changes in its Capital Structure:

01. The Company has sub divided/splits equity shares, such that 1 (One) equity share having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, be subdivided into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each, fully paid- up, ranking pari-passu in all respects by way of passing an ordinary resolution.

02. The company has increased its Authorized Capital from Rs. 4,00,00,000/- (Rupees Four Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 2/- (Rupees Two only) each to Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 2/- (Rupees Two only) each, by creation of additional 4,00,00,000 (Four Crores) equity shares of Rs. 2/- each.

03. The Company has issued and allotted 3,12,38,880 equity shares of face value of Rs 2/- each as bonus issue in the proportion of 2:1 i.e., 2 (Two) new fully paid up equity share of Rs. 2/- (Rupees Two only) each for every 1 (One) existing fully paid-up equity share of Rs. 2/- (Rupees Two only) each.

7. Board of Directors and Key Managerial Personnel:

The Company has 6 (Six) Director comprising of three Executive Directors and remaining three as Independent Director on the Board.

Mr. Gaurav Agrawal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Independent Directors

The Board of Directors at the meeting held on 12.08.2024 based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Mr. Shyama Prasad Mukherjee (DIN: 10663984) as an Additional Director categorized as Non-Executive Independent Director of the Company for the period of Five Years, subject to the approval of members at the ensuring AGM. At the Annual General Meeting dated 27^th September, 2024 the members disapproved his appointment as an Independent Director.

At the Annual General Meeting (AGM) of the company held on 29^th September, 2020 the Members had appointed Mr. Rahul Gupta (DIN: 08938292) as the Independent Director of the Company. Further at the AGM held on 29^th September, 2023 members had also appointed Mr. Mahesh Kumar Yadav (DIN: 1027458) as an Independent Directors under the Companies Act, 2013.

Completion of tenure of Mr. Sham Sarup Kohli (DIN: 07190012) was taken on note during the Financial Year.

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 of SEBI (LODR) Regulations, 2015. Your directors satisfy about their independency.

Women Director

The Company is having Mrs. Darshana Agrawal (DIN: 07429914) as Director w.e.f 11^th February, 2016 and has been categorized as women Director and is complied with the provision of appointment of women director in the company.

Key Managerial Personnel

The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief Financial Officer w.e.f. 10^th January, 2015 and Mr. Ankit Rohit as a Company Secretary and KMP w.e.f. 11^thMay, 2016.

8. Particulars of the employee:

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014.

9. Meetings:

During the year Eleven (11) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervention gap between the meetings was within the period prescribed under the Companies Act.

10. Board Evaluation:

Pursuant to the provision of the companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Director individually and as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried has explained out in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A). Ratio of the Remuneration of each Executive Director to the median employees, Director to the median employees.

Name of Director	Designations	Ratio of Remuneration of each Director to median remuneration of employees.	Percentage Increase in Remuneration
1. Mr. Mahesh Agrawal	Managing Director	10.70:1	N.A
2. Mrs. DarshanaAgrawal	Director	2.6:1	N.A
3. Mr. GauravAgrawal	Director	5.3:1	N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for non-executive directors remuneration is not considered for the aforesaid purpose.

B) . The Company has 25 permanent employees on the rolls of the company as on 31st March, 2025.

C) . The Managing Director and Executive Directors are not paid any variable component of remuneration. The fixed remuneration of Rs. 36.00 lacs per annum is paid to Mr. Mahesh Agrawal and Rs. 18.00 Lacs is paid to Mr. Gaurav Agrawal. In addition to this remuneration of Rs. 09.00 lacs has also paid to Mrs. Darshana Agrawal (Whole Time Director) of the company through approval from the Nomination and Remuneration Committee, Board of Directors and Shareholders of the Company.

D) . Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not

Directors but receive remuneration in excess of the highest paid director during the year: The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Director.

13. Details of Subsidiary/Joint Ventures Companies:

The Company does not have any Subsidiary/Joint venture Companies as on 31^st March, 2025.

14. Auditors:

The Statutory Auditor M/s. Rath Dinesh and Associates (Firm Registration No: 008344C) being ratified by the members at the ensuring Annual General Meeting and being re-appointed for the period of two years from the conclusion of this Annual General Meeting until the conclusion of the 36^thAnnual General Meeting of the Company.

15. Auditors Report:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, M/s Abhivyakti Yadav & Associates (Practicing Company Secretaries) (COP No. 22913) have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

Further, Your directors are recommending you to appoint M/s. KMS & Associates Practicing Company Secretaries, Bhopal (Firm Registration No: P2015MP039100) as the Secretarial Auditor of the company for first term of 5(Five) consecutive years who shall hold office from the conclusion of this 34^thAnnual General Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held in the Year 2030.

17. Internal Audit & Controls:

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk Management Policy:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Policy for Preservation of Documents:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode. The Preservation of Documents Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for preservation of documents link.

21. Policy of Determination of Materiality:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of materiality for disclosure of events or information to Stock Exchanges, based on the criteria specified in the said Regulation. The Policy for Determination of materiality has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for Determination of Policy link.

22. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has formed Internal Complaints Committee and Sexual Harassment Policy in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

We would like to further add that the Company provides a conducive work environment in terms of sexual harassment for the women employees and has sufficient checks to provide protection against sexual harassment of women at workplace.

During the period under review, there were no such complaint has been filed by any employee of the Company.

23. Extract of Annual Return:

As required pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, including amendments there under, the Annual Return is available on the website of the company. The same can be access through visiting the website of the company. i.e. www.gtv.co.in.

24. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, and depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future: Not Applicable.

26. Corporate Social Responsibility:

The Company recognizes that effective practice of Corporate Social Responsibility (CSR) is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The focus areas taken in the policy are education, health care and family welfare, environmental safety, contribution to any relief fund setup by the Government of India and any State Government.

The Company has adopted the Corporate Social Responsibility Policy in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Report on CSR activities is annexed herewith as Annexure -III.

27. Deposits:

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2024-2025.

During the year, the Company has taken the unsecured loan from its directors Mr. Mahesh Agrawal and Mr. Gaurav Agrawal and Rs. 78.40 Lakhs and Rs. 8.00 has been outstanding as on 31^st March, 2025 respectively.

28. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013:

During the financial year 2024-25 the company has not entered into any transactions which are covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

29. Particulars of contracts or arrangements with related parties:

During the financial year 2024-25, all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 ("the Act") and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

There were no material related party transactions entered into during the year which were required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 is not applicable for FY 2024-25.

The Company has in place a Policy on Related Party Transactions which is in line with the requirements of the Act and the Listing Regulations. The Policy is available on the Companys website at www.gtv.co.in.

30. Corporate Governance Certificate:

The Compliance certificate from M/s. Rath Dinesh and Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed with the report.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy:

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in view a nation concern for energy conservation.

• Energy conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

• Total energy consumption and consumption per unit of production:

	Current Year 2024-2025	Current Year 2023-2024
A. Power and Fuel Consumption
• Electricity purchased Unit (KWH in Lacs)	3.32	5.90
Total Amount (Rs. In Lacs)	45.27	70.60
Rate/kwh (In Rs.)	13.65	10.56
Own generation (Units) Through diesel generator	0.00	0.00
	0.00	0.00
Cost / Unit (Rs.)	0.00	0.00
• Coal
Qty (Tonnes)
Total Cost (Rs. In Lacs)	N.A	N.A
Average Rate(Rs.)	N.A	N.A
• Others
B. Consumption per Ton of Production.	39.666 KWH	63.231 KWH

(b). Technology absorption

Research & Development: Internal efforts for the improvement of weld quality & productivity. Expenditure on R & D: No separate expenditure.

Technology absorption, adaptation and information Technology Imported: N.A Future Plans: N.A

(c). Foreign exchange earnings and outgo

During the year no foreign exchange was used and earned by the company.

32. Human Resources:

The Company considers its employees as most important resources and asset. The Company follows a policy of building strong teams of talented professionals. The Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company ensures that safe working conditions are provided in the offices of the Company.

The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company. The overall industrial relations in the Company have been cordial.

Following is details of number of employees in Company as on closure of financial year-

Category	No. of Employees
01. Male	25
02. Female	0
03. Transgender	0

33. Directors Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

(a) . in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

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

(c) . the director had taken proper and sufficient care for the maintenance of adequate accounting records in according of the provision of the act for safeguarding the assets of the company and for preventing and deduction of fraud and other irregularities.

(d) . the director had prepared the annual accounts on a going concern basis; and

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

(f) . the director had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

34. Transfer of Amount to an Investor Education Protection Fund:

Your Company did not have any fund lying unpaid and unclaimed for a period of seven year.

Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

35. Maternity Benefit Act:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws. Further, during the financial year 2024-25 there were no female employee have been associated with the company.

36. Listing with Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to BSE Limited.

Further, the Company has been delisted with effect from 10/04/2025 from The Calcutta Stock Exchange Limited.

37. Acknowledgements:

An acknolowedgement to all with whose help, cooperation and hard work the Company is able to achive the results.