To the Members,

Your Directors are presenting the 61st Annual Report together with the Audited Statements of Account for the year ended 31st March, 2023.

FINANCIAL RESULTS

(Rs. in Lacs)

The figures of the corresponding year of the Company are not comparable with those of the previous year on account of the sale of Property, Plant and Equipment situated at its Medak Unit in Telangana on 1st May, 2022 which has resulted in a reduction in its manufacturing capacity.

* Sales includes Traded goods of Rs.3919 lacs (Previous Year Rs. 3429 lacs).

** Cost of Material includes Trading purchases of Rs.3626 lacs (Previous Year Rs. 2275 lacs).

DIVIDEND

Your Directors have not recommended equity Dividend for the year to conserve available resources of the Company.

PERFORMANCE REVIEW

During the Financial Year under review, the Company has achieved turnover of Rs. 31389 lacs as against Rs. 48091 lacs in the corresponding previous year. The operating profit after considering exceptional items but before interest, depreciation and tax were lower by Rs 3383 lacs and total Comprehensive Profit after Tax is lower by Rs. 1917 lacs as compared to the corresponding previous year.

CORPORATE DEBT RESTRUCTURING

The Company has come out from CDR since all the Term Loans and ROR( Right of Recompression) to all the Lenders were paid to their satisfaction. Further, IDBI Bank Ltd has also vide their letter dated 25th Oct, 2022 confirmed the same on exit from CDR

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

b) They 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 your company at the end of the financial year and of the profit of the Company for that year.

c) They have taken proper and sufficient care, for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d) They 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.

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.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the Corporate Governance Standards prescribed by the Securities and Exchange Board of India (SEBI). A report on Corporate Governance with Management Discussion and Analysis as required under Regulation 27 of the SEBI Regulations are attached as Annexure.

FIXED DEPOSITS

Company is not accepting Fixed Deposits from the public / shareholders.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association.

Shri C. George Joseph, Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 27 of the SEBI Regulations.

PERFORMANCE EVALUATION

The Board under took the initiative to conduct a formal evaluation of its own performance and that of its committees & individual Directors. The Nomination & Remuneration Committee led the evaluation process.

The Independent Directors reviewed the performance of non-independent Directors, the Chairperson of the Company and the Board as a whole.

i) Statutory Auditors

At the 60th AGM held on 29th day of September, 22 the members approved appointment of M/s. Lodha & Co, Chartered Accountants, Mumbai, as the statutory Auditors of the Company hold office till the conclusion of the 65th Annual General Meeting to be held in the year 2027.

ii) Cost Auditors

M/s. NSV Krishna Rao & Co., Cost Accountants were appointed by the Board of Directors as Cost

Auditors of your Company for the year ended 31st March, 2023.

For the Financial Year 2023-24 M/s. NSV Krishna Rao & Co., Cost Auditor is appointed with a remuneration of Rs.1,00,000/-P.A. (Rupees One Lakh only)and same is recommended to the Shareholders for approval.

iii) Secretarial Audit

According to the provision of section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-ll

PERSONNEL & INDUSTRIAL RELATIONS

There were no employees whose particulars are to be given in terms of Section 134 of the Companies Act,2013 read with the Companies (Particulars of Employees) Regulations Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 2014, are set out in Annexure-I, attached here to and forms part of this report.

VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177(9) & (10)of the Companies Act, 2013, a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtnindustries.com under investors/relationship ink.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the companies Act, 2013 Corporate Social Responsibility (CSR) is applicable to the following Companies having Net worth of Rs. 500 Cr. or more or Turnover of Rs 1000 Cr. or more or Net profit of Rs 5 Cr. or more. However, our Company has achieved a profit of Rs. 3474 lacs for the Financial year 2021-22.

Hence the company is in the Category of Net profit of Rs. 5 Crores or more, hence CSR is applicable to the Company.

RELATED PARTY TRANSACTIONS POLICY

In pursuance to the provisions of Section 188 of Companies Act, 2013, company established Related Party Transaction Policy. Related party transactions that were entered during the financial year were at an arm's length basis and were in the ordinary course of business.

There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee/Board for its Omni bus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-lll

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement.This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.gtnindustries.co under investors relationship link.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is Annexure-IV herewith

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

DISCLOSURE AS PER THE SEXUAL HARASSM ENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the Financial Year 202223, the Company has received Zero complaints of sexual harassment.

OTHER MANAGEMENT POLICES

The following policies are placed in company's website.

1) Policy for determining materiality of events

2) Policy on preservation of documents

3) Policy on code of conduct for Board Members

4) Nomination and Remuneration Policy

5) Archival Policy for material event/material information disclosed to the stock exchange(s).

DECLARATION OF MANAGING DIRECTOR & CEO

This is to certify that the Company had laid down code of conduct for all the Board Members and senior Management personnel of the company and the same is uploaded on its website www.atnindustries.co.

Further, certified that the members of the Board of Directors and Senior Management personnel have affirmed the compliance with the code applicable to them during the year ended 31st March, 2023

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to Central Bank of India, State Bank of India and IDBI Bank Limited the concerned Departments of the State and Central Government, Employees and Shareholders of the Company for their valuable assistance, support and cooperation to the Company.