Directors Report of Gayatri Rubbers and Chemicals Ltd.

Mar 31, 2025

The Board of Directors of the Company have great pleasure in presenting the 3^rd Boards’ Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the
Company.

? FINANCIAL HIGHLIGHTS:

The highlight of the financial performance of the Company for the year ended March 31, 2025, is
summarized as follows:

(Amt in INR Lakhs)

S. No.	PARTICULARS	Period ended 31st March 2025	Period ended 31st March 2024
I	Incomes
a)	Revenue from Operations	3,190.84	2,441.11
b)	Other Income	5.27	2.55
	Total Income	3,196.11	2,443.66
II	Expenses
a)	Cost of Revenue operations	2,794.52	2,236.43
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	(384.92)	(213.02)
c)	Employee Benefit Expenses	134.06	61.58
d)	Finance Cost	42.70	31.83
e)	Depreciation and Amortization Expense	47.77	34.64
f)	Other Expenses	178.77	82.74
	Total Expenses	2,812.90	2,234.20
III	Profit Before Tax	383.21	209.46
IV	Tax Expenses
a)	Current Tax	104.86	55.21
b)	Deferred Tax Expense/ Income	(4.85)	(0.98)
c)	Previous Period’s Tax Adjustment	(1.55)	(0.75)
	Total Taxes	98.46	53.48
V	Profit After Taxes	284.75	155.98

Earnings per Equity Share of INR 10.00 each (in Rupees)
a)	Basic	4.96	2.72
b)	Diluted	4.96	2.72

? OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of Rs. 3,190.84
Lakhs for the year ended March 31, 2025, as against Rs. 2,441.11 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 383.21 Lakhs for the year ended March 31, 2025, as
compared to Rs. 209.46 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025, stood at Rs. 284.75 Lakhs as
compared to Rs. 155.98 Lakhs in the previous financial year.

Earnings per share (EPS) for the financial year 2024-25 is Rs. 4.96, showing an increase from the
previous year''s Rs. 2.72.

The growth in profitability reflects the Company’s improved operational efficiency and strategic
execution. The Board assures investors that the management remains focused on implementing targeted
initiatives to strengthen performance and deliver sustained value creation.

? DECLARATION OF DIVIDEND

In order to conserve resources for future business expansion and to strengthen the financial position of
the Company, the Board does not recommend any dividend for the financial year ended March 31,
2025.

? DIVIDEND DISTRIBUTION POLICY

The provisions pertaining to dividend distribution policy is not applicable to the Company and
accordingly, the Company does not have any dividend distribution policy in place for the period under
review.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
(“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid
Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend
to the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

? TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the Companies Act, 2013, Rs. 284.75 Lakhs were
transferred, being the Profit of the period to the general reserves account of the Company during the
year under review. The company has a closing balance of Rs.837.62 Lakhs as Reserves and Surplus as
on March 31, 2025.

? CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing, producing and distributing all types of
reclaimed rubber and all kinds of rubber products, bye products, rubber chemicals, rubber processing,
latex and all types of rubber scrap products and goods for commercial and industrial purposes etc.
During the year, your Company has not changed its business or object and continues to be in the same
line of business as per main object of the company.

? MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES AND
THE DATE OF THIS REPORT:

There have been no material changes and commitments which affect the financial position of the
Company that have occurred between the end of the Financial Year to which the financial statements
relate and the date of this report.

? SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations in future.

? DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi)
of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not
required to be given.

? CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 6,00,00,000/- (Rupees Six
Crore) divided into 60,00,000 equity shares of Rs 10/- each.

During the year there was no change in the Authorised Share Capital of the Company.

The Company’s issued share capital structure is as mentioned below:

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025, was Rs. 5,73,80,000/- (Rupees Five Crore
Seventy-Three Lakh Eighty Thousand Only) divided into 57,38,000 Shares of Rs. 10/- each.

All the Equity Shares of the Company are in dematerialization form.

? DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The company does not have any Holding, Subsidiaries, Associate Company, or Joint Venture as on
March 31, 2025. Nor any company ceased to be a Holding, Subsidiary, Associate Company or Joint
Venture during the period under review.

? LISTING OF SHARES:

The Company’s equity shares are listed on NSE Emerge SME platform of National Stock Exchange of
India Limited (EMERGE Platform) with Symbol GRCL on 7^th February, 2025. The Company is regular
in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2024-25.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2025.

Sr. No.	Name	DIN	Designation
1.	Mr. Shilp Chotai	09557130	Managing Director
2.	Mr. Utsav Rajendra Chotai	09557131	Whole Time Director
3.	Mr. Manoj Kumar Aggarwal	09557129	Whole Time Director
4.	Mr. Sameer Pravinbhai Raninga	09633029	Independent Director
5.	Mr. Fahad Abdulaziz Patel	09651635	Independent Director
6.	Ms. Jaspreet Kaur	09666523	Independent Director
7.	Mr. Utsav Rajendra Chotai	NA	CFO
8.	Ms. Roli Jain	NA	Company Secretary

(During the Financial Year 2024-25 there were no changes in the composition of the board.)
INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors
Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as
provided therein.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE¬
APPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such
of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves
for re-appointment at every AGM.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Manoj Kumar Aggarwal
(DIN: 09557129) and Mr. Utsav Rajendra Chotai (DIN: 09557131), Whole time Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself to be re-appointed as Whole time Director of the Company.

The Board recommends the re-appointment of Mr. Manoj Kumar Aggarwal (DIN: 09557129), and Mr.
Utsav Rajendra Chotai (DIN: 09557131) as Whole time Director of the Company liable to retire by
rotation. Brief profile of the directors seeking appointment/re-appointment and other details has been
given in Annexure-1 of the notice of the ensuing AGM.

? BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25

The Board meets at regular intervals to discuss and take a view of the Company’s policies and strategy
apart from other Board matters. The Board of Directors met 07 times during the financial year ended
March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The intervening gap between two Board Meeting was within the period prescribed under
the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for
all the Meetings and Directors of the Company actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors from time to time.

Seven Board Meetings were held as under:

S. No.	Date of Meeting	S. No.	Date of Meeting
1	13/04/2024	5	09/11/2024
2	28/05/2024	6	10/01/2025
3	08/06/2024	7	20/02/2025
4	01/08/2024

Attendance of Directors in the Board Meeting:

Name of Directors	No. of Board Meetings
	Entitled to attend	Attended
Mr. Manoj Kumar Aggarwal	7	7
Mr. Shilp Chotai	7	7
Mr. Utsav Rajendra Chotai	7	7
Mr. Sameer Pravinbhai Raninga	7	3
Mr. Fahad Abdulaziz Patel	7	2
Mrs. Jaspreet Kaur	7	3

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee*

*Stakeholders Relationship Committee has been established as a part of the Good Corporate
Governance practices

NUMBER OF COMMITTEE MEETING:

During the financial year 2024-25, the Audit Committee convened 5 (five) times to deliberate on crucial
financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship
Committee meeting was held 1 (once) time during the year to address stakeholder concerns and enhance
stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 3
(three) times to assess the performance of the board and carry out remuneration-related discussions.
The active collaboration of committee members led to impactful discussions and valuable insights
during these meetings.

Furthermore, to uphold regulatory requirements, the Independent Directors convened a separate
meeting on February 11, 2025, complying with the provisions outlined in Schedule IV of the Companies
Act, 2013, and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. This proactive approach underlines our commitment to governance and
transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements
outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
members of the Audit Committee collectively possess substantial financial and accounting expertise,
ensuring a high level of proficiency within the committee. The committee is comprised of 3 members,
and the Company Secretary is the Secretary of the committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as
follows:

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Sameer Pravinbhai Raninga	Chairman	5	5
2	Fahad Abdulaziz Patel	Member	5	5
3	Utsav Rajendra Chotai	Member	5	5

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10/04/2024

28/05/2024

04/06/2024

09/11/2024

10/03/2025

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by
the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178
of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess
sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the
Secretary and Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings
held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Fahad Abdulaziz Patel	Chairman	3	3

2	Mr. Sameer Praveenbhai Raninga	Member	3	3
3	Ms. Jaspreet Kaur	Member	3	3

During the year under review, meetings of Nomination& Remuneration Committee were held on:

04/06/2024

20/07/2024

25/10/2024

Nomination & Remuneration Policy: The Company believes that building a diverse and inclusive
culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions
by utilizing different skills, qualifications, professional experience and knowledge of the Board
members necessary for achieving sustainable and balanced development. In terms of SEBI Listing
Regulations and Act, the Company has in place Nomination & Remuneration Policy which is also
available at the Company’s website:

https://www.gavatrirubberchemicals.com/nomination and remuneration policy

III. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies
Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all
grievances connected with the Company’s transfer of securities and Redressal of shareholders /
Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in
below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail
of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Fahad Abdulaziz Patel	Chairman	1	1
2	Mr. Sameer Praveenbhai Raninga	Member	1	1
3	Ms. Jaspreet Kaur	Member	1	1

During the year under review, meetings of Stakeholder Relationship Committee were held on 11^th
February 2025.

? FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company’s procedures and practices, the website link is
https://www.gayatrirubberchemicals.com

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried out annual performance evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee, experience and expertise, performance of specific duties and
obligations etc. were carried out. The Board and the Nomination and Remuneration Committee
reviewed the performance of the Individual Directors including Independent Directors based on the
criteria and framework adopted by the Board. Further, the performance of Board as a whole and
committees were evaluated by the Board after seeking inputs from all the Directors based on various
criteria’s. The Board of Directors expressed their satisfaction with the evaluation process. In a separate
meeting of Independent Directors, the performance of Non- Independent Directors, performance of
Board as a whole and performance of the Chairman was evaluated, considering the views of the
Executive Directors and Non-Executive Directors.

? DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013,
to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March 2025 the applicable
accounting standards have been followed and there is no material departure from the same.

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of the state
of affairs of the company at the end of financial year and of the profit of the company for the
financial year ended on 31st March 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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.

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

f. The Directors 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 REPORT:

Since the company has been listed on SME EMERGE Platform of National Stock Exchange Limited
(NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation

17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V
relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence,
Corporate Governance Report does not form a part of this Board Report, though we are committed for
the best corporate governance practices.

? CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an
annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during
previous year is required to constitute a CSR Committee.

Gayatri Rubbers and Chemicals Limited does not fall in any of the above criteria during the immediately
preceding financial year i.e. 2023-24. Therefore, it is not mandatorily required to carry out any CSR
activities or constitute any Committees under provisions of Section 135 of the Act in the financial year
2024-25.

? PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions
of Section 186 of the Companies Act, 2013.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered with the related party, as defined under
section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length basis.
During the year the Company has not entered any materially significant related party transactions which
may have potential conflict with the interest of the Company at large. Further, all related party
transactions entered by the Company are placed before the Audit Committee for its approval. Suitable
disclosures as required are provided in AS-18 which forms the part of the notes to the Financial
Statement. In line with the requirements ofthe Companies Act, 2013 and SEBI Listing Regulation 2015,
the Company has formulated a Policy on Related Party Transactions which is also available on
Company’s Website at https://www. gayatrirubberchemicals .com.

The particulars of the contracts or arrangements entered into by the Company with related parties as
referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in
the Form No. AOC-2 are annexed and marked as Annexure-I.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
The Company has a continuous monitoring mechanism which enables the organization to maintain the
same standards of the control systems and help them in managing defaults, if any, on timely basis
because of strong reporting mechanisms followed by the Company.

? RISK MANAGEMENT:

The Board of Directors of the Company has implemented a structured Risk Management framework to
identify, evaluate, and monitor key risks that could impact the Company’s operations and long-term
objectives. The Board plays an active role in overseeing the overall risk strategy, while the Audit
Committee provides focused oversight on financial risks and internal controls.

Risks identified across business units and functions are reviewed on a regular basis. Appropriate
mitigating measures are taken continuously to ensure that the Company''s exposure to risk is minimized.
The Company follows a risk minimization approach in line with industry standards, aiming to protect
stakeholder interests and maintain operational stability.

The Risk Management Policy adopted by the Board is designed to support sustainable business growth
through a proactive and systematic approach to risk identification, assessment, and mitigation. The
policy also guides strategic decisions and fosters accountability across the organization.

In today’s dynamic and competitive environment, effective risk mitigation is essential for executing
growth plans and ensuring long-term resilience. Key risks identified include:

• Regulatory and compliance risks

• Market competition

• Business and operational risks

• Technological obsolescence

• Political and legal uncertainties

• Risks associated with capital investments and facility expansions

The Company regularly assesses these risks and adopts appropriate measures to address and minimize
their impact. The objectives of the Risk Management Policy are as follows:

• To outline the core principles guiding risk management practices

• To explain the Company’s approach and methodology for managing risk

• To define an organizational structure for managing risk effectively

• To promote a risk-aware culture, encouraging employees to identify risks and opportunities,
and respond with timely and effective actions

• To identify, assess, and manage both existing and emerging risks in a structured, coordinated,
and cost-effective manner

• To safeguard the Company’s human, physical, and financial assets

Through this framework, the Company aims to ensure business continuity, safeguard its reputation, and
create long-term value for stakeholders.

? PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption to save energy.
The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The
Company is aware of its responsibilities and has at every available opportunity, used and implemented
such measures to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company
always prepared for update its factory for new technology. The Company’s operation does not require
any significant import of technology so far.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

AUDITORS:

STATUTORY AUDITORS

M/s VAPS & Co., Chartered Accountants, having their office at C-42, South Extension Part II, New
Delhi-110049 (ICAI Firm Registration Number: 003612N) is the Statutory Auditor of the Company to
hold office for period of 5 (Five) years from the conclusion of the Annual General Meeting of the
Company held in the year 2023 till the conclusion of the Annual General Meeting of the Company to
be held in the year 2028.

Further, the notes on financial statements referred to in the Auditors’ Report are self -explanatory and
do not call for any further comments. They do not contain any qualification, reservation, disclaimer or
adverse remarks. The report of auditors has been attached to this report as “Annexure-VI”.

SECRETARIAL AUDITORS

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder,
the Board has appointed the Secretarial Auditors of the Company, CS Akash Goel, Proprietor, Akash
& Co. Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2024-25.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the
Financial Year ended on March 31, 2025, is attached to the Director’s Report as “Annexure-II”.

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed
thereunder, your Company has appointed M/s. Garg Kakkar & Co., Chartered Accountants (FRN:
25712C) as the Internal Auditors of the Company for the Financial Year 2024-25 and takes their
suggestions and recommendations to improve and strengthen the internal control systems.

STATUTORY AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor’s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The notes on accounts referred to the Auditors'' Report are
self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor’s Report: There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their report.

? REPORTING OF FRAUDS BY THE AUDITORS:

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

? WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025
is available on the Company’s website https://www.gayatrirubberchemicals.com/annualreturn

? MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
Annexure - IV.

? NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are
listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-
AS w.e.f. 1st April, 2017.

? DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

At Gayatri Rubbers and Chemicals Limited, we are dedicated to fostering a workplace culture grounded
in equality, integrity, and mutual respect. Every employee is treated with fairness and dignity, and we

maintain a strict policy against all forms of discrimination—whether based on race, colour, gender,
religion, political beliefs, national origin, social background, sexual orientation, age, or any other status.
We enforce a zero-tolerance approach to sexual harassment and any conduct that compromises the
dignity or safety of individuals in the workplace. In accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee
(ICC) has been established at the group level to address such concerns.

Our goal is to maintain a safe, inclusive, and ethically responsible work environment. Employees are
informed of the ICC''s role, the process for reporting incidents, and the consequences of engaging in
inappropriate conduct.

During the year under review, no complaints were filed with the Committee under the provisions of the
aforementioned Act in relation to the Company’s workplaces. The Company has also implemented a
Prevention of Sexual Harassment Policy, fully aligned with the requirements of the Act. This policy
applies to all employees—whether permanent, contractual, temporary, or trainees.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries
of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

? MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to
March 31, 2025, and accordingly such accounts and records were not required to be maintained.

? GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website https: //www. gayatrirubberchemicals.com/annualreturn.

? INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

? VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established, to ensure that the activities of the company
and its employees are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty and integrity and ethical behaviour. The Company has established a vigil
mechanism through which Directors, employees and business associates may report unethical
behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear
of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees,
business associates have direct access to the Chairman of the Audit committee, and to a three-member
direct touch team established for this purpose. The direct touch team comprises one senior woman
member so that women employees of the Company feel free and secure while lodging their complaints
under the policy. The Company ensures that genuine Whistle Blowers are accorded complete protection
from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded
in the website of the company at https://www.gayatrirubberchemicals.com/whistle blower policy.php.

? PARTICULARS OF EMPLOYEES AND REMUNERATION:

• The Company has no employee in the Company drawing remuneration of more than Rs.
8,50,000/- per month or 1,02,00,000/- per annum, and hence the Company is not required to
give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of remuneration
of each whole-time director and key managerial personnel (KMP) to the median of employee’s
remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i)
of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2024-25
forms part of this Board report as “Annexure-III”. Additionally, the company did not allow
any sweat equity shares & does not have an employee stock option scheme.

? BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration:

The policy of the Company on director’s appointment and remuneration, including the criteria for
determining the qualifications, positive attributes, independence of a director and other matters, as
required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the
nomination and remuneration committee and the policy framed by the company is available on our
website, at https://www.gavatrirubberchemicals.com/nomination and remuneration policy grcl.php.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company with the Nomination and Remuneration Committee of the
Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company

lays down guidelines and procedures to be followed, and disclosures to be made while dealing with
shares of the Company as well as consequences of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company’s Shares. The prevention of Insider Trading policy is available at the website at-
https://www.gayatrirubberchemicals.com/prevention of insider trading policy.php

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are
available on the website of the company at www.gayatrirubberchemicals.com and for the convenience
given herein below:

Name of policy	Web link
Materiality of Events	https://www.gayatrirubberchemicals.com/policy on determination of materiality e
	vents information.php
Whistle Blower Policy	https://www.gayatrirubberchemicals.com/whistle blower policy.php
Prevention of Sexual Harassmen t at Workplace	https://www.gayatrirubberchemicals.com/policy on prevention of sexual harassme
	nt of women
Code of Conduct for prevention of Insider Trading	https://www.gayatrirubberchemicals.com/prevention of insider trading policy.php
Nominatio n & Remunerat ion Policy	https://www.gayatrirubberchemicals.com/nomination and remuneration policy grcl.
	Ehp

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

Your Company has not one-time settlement from Banks or Financial Institutions, therefore this is not
applicable.

? CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

? REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

M/s. Skyline Financial Services Private Limited

D-153A, 1st Floor, Okhla Industrial Area, Phase -I, New Delhi - 110020

Tel: [phone]

Email: [email protected]

Website: https://www.skylinerta.com/

SEBI Registration Number: INR000004058

? INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership
position in the industry. It has taken various steps to improve productivity across organizations.

? ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your directors also acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.

The Directors look forward to their continued support in future.

By order of the Board of directors
Gayatri Rubbers and Chemicals Limited

Sd/- Sd/-

Shilp Chotai Utsav Rajendra Chotai

(Managing Director) (Wholetime Director)

DIN: 09557130 DIN: 09557131

Date: 30^th August 2025
Place: Porbandar

---

Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 2^nd Boards’ Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

? FINANCIAL HIGHLIGHTS:

The highlight of the financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

(Amt in INR Lakhs)

S. No.	PARTICULARS	Period ended 31st March 2024	Period ended 31st March 2023
I	Incomes
a)	Revenue from Operations	2,441.11	2,220.69
b)	Other Income	2.55	-
	Total Income	2,443.66	2,220.69
ii	Expenses
a)	Cost of Revenue operations	2,277.65	2,179.64
b)	Changes in Inventories of finished goods, Work in Progress and Stock in Trade	(213.02)	(252.94)
c)	Employee Benefit Expenses	61.58	49.68
d)	Finance Cost	31.84	19.49
e)	Depreciation and Amortization Expense	34.64	21.45
f)	Other Expenses	41.51	80.11
	Total Expenses	2,234.20	2,097.43
III	Profit Before Tax	209.46	123.26
IV	Tax Expenses
a)	Current Tax	55.21	32.71
b)	Deferred Tax Expense/ Income	(0.98)	(0.74)
c)	Previous Period’s Tax Adjustment	(0.75)	-
	Total Taxes	53.48	31.97
V	Profit After Taxes	155.98	91.29

Earnings per Equity Share of INR 10.00 each			(in Rupees)
a)	Basic	2.72	1.78
b)	Diluted	2.72	1.78

? OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

During the year under review, the Company has earned a total revenue from operations of Rs. 2,441.11 Lakhs for the year ended March 31, 2024 as against Rs. 2,220.69 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 209.46 Lakhs for the year ended March 31, 2024 as compared to Rs. 123.26 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 155.98 Lakhs as compared to Rs. 91.29 Lakhs in the previous financial year.

Earnings per share (EPS) for the financial year 2023-24 is Rs. 2.72, showing an increase from the previous year''s Rs. 1.78.

The increase in profits can be attributed to the enhanced performance of the company. The Board assures stakeholders that the management is fully committed to implementing comprehensive strategies aiming at maximizing the company''s profitability.

? DECLARATION OF DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration the company''s growth and the need to conserve resources. As a result, the directors do not recommend any dividend for the year ended March 31, 2024.

? TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

? TRANSFER OF AMOUNT TO RESERVES:

Pursuant to the provision of section 134(3)(j) of the Companies Act, 2013, Rs. 155.98 Lakhs were transferred, being the Profit of the period to the general reserves account of the Company during the year under review. The company has a closing balance of Rs. 552.88 Lakhs as Reserves and Surplus as on March 31, 2024.

? CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing, producing and distributing all types of reclaimed rubber and all kinds of rubber products, bye products, rubber chemicals, rubber processing, latex and all types of rubber scrap products and goods for commercial and industrial purposes etc. During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

? MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE

FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL

STATEMENT RELATES AND THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

However, the board likes to draw your attention towards the Shifting of Registered office and Production Unit of the Company from Plot No. 11, Gali No. 3, Opp. Beri Ka Bagh, Malerna Road Ballabhgarh Haryana-121004 to Industrial Shed, Plot No. 675, Sector- 69 Faridabad, Tehsil Ballabgarh, Distt. Faridabad, Haryana- 121004 with effect from 22^nd January 2024 which is expecting to increase the production capacity of the production unit upto 300%.

? SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

? DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

? CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 6,00,00,000/-(Rupees Six Crore) divided into 6,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 5,73,80,000/- (Rupees Five Crore Seventy-Three Lakh Eighty Thousand Only) divided into 57,38,000 Shares of Rs. 10/- each.

The equity shares of the company are listed on the SME Platform of National Stock Exchange of India (NSE EMERGE)

? DISCLOSURES RELATING TO HOLDING, SUBSIDIARY. ASSOCIATE COMPANY AND JOINT VENTURES:

The company does not have any Holding, Subsidiaries, Associate Company, or Joint Venture as on March 31, 2024. Nor any company ceased to be a Holding, Subsidiary, Associate Company or Joint Venture during the period under review.

? LISTING OF SHARES:

The Company’s equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited (EMERGE Platform) with Symbol GRCL. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2024-25.

? DIRECTORS & KEY MANAGERIAL PERSONNEL:

The following is the composition of the Board as on 31^st March 2024.

Sr. No.	Name	DIN	Designation
1.	Mr. Shilp Chotai	09557130	Managing Director
2.	Mr. Utsav Chotai	09557131	Whole Time Director
3.	Mr. Manoj Kumar Aggarwal	09557129	Whole Time Director
4.	Mr. Sameer Pravinbhai Raninga	09633029	Independent Director
5.	Mr. Fahad Abdulaziz Patel	09651635	Independent Director
6.	Ms. Jaspreet Kaur	09666523	Independent Director
7.	Mr. Utsav Chotai	NA	CFO
8.	Ms. Roli Jain	NA	Company Secretary

During the Financial Year2023-24 there were no changes in the composition of the board except for the regularization of Mr. Sameer Pravinbhai Raninga, Mr. Fahad Abdulaziz Patel, and Ms.

Jaspreet Kaur as Independent Directors of the company in the 1^st Annual General Meeting of the Company held on 12^th September2023.

INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Manoj Kumar Aggarwal (DIN: 09557129) and Mr. Utsav Chotai (DIN: 09557131), Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Whole time Director of the Company.

The Board recommends the re-appointment of Mr. Manoj Kumar Aggarwal (DIN: 09557129), and Mr. Utsav Chotai (DIN: 09557131) as Whole time Director of the Company liable to retire by rotation. Brief profile of the directors seeking appointment/re-appointment and other details has been given in Annexure-1 of the notice of the ensuing AGM.

? BOARD AND COMMITTEE MEETING:

BOARD MEETINGS DURING THE FINANCIAL YEAR 2023-24

The Board meets at regular intervals to discuss and take a view of the Company’s policies and strategy apart from other Board matters. The Board of Directors met 08 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated

in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Eight Board Meetings were held as under:

S. No.	Date of Meeting	S. No.	Date of Meeting
1	10/04/2023	5	10/11/2023
2	27/05/2023	6	28/12/2023
3	04/08/2023	7	20/01/2024
4	17/08/2023	8	22/03/2024

Attendance of Directors in the Board Meeting:

Name of Directors	No. of Board Meetings
	Entitled to attend	Attended
Mr. Manoj Kumar Aggarwal	8	7
Mr. Shilp Chotai	8	8
Mr. Utsav Chotai	8	8
Mr. Sameer Pravinbhai Raninga	8	8
Mr. Fahad Abdulaziz Patel	8	8
Mrs. Jaspreet Kaur	8	2

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees to effectively deliberate its duties:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee¹

NUMBER OF COMMITTEE MEETING:

During the financial year 2023-24, the Audit Committee convened 4 (four) times to deliberate on crucial financial matters and ensure compliance with regulatory standards. The Stakeholders Relationship Committee meeting was held 1 (once) during the year to address stakeholder concerns and enhance stakeholder engagement. Furthermore, the Nomination and Remuneration Committee convened 2 (two) times to assess the performance of the board and carry out remuneration-related discussions. The active collaboration of committee members led to impactful discussions and valuable insights during these meetings.

Furthermore, to uphold regulatory requirements, the Independent Directors convened a separate meeting on February 8, 2024, complying with the provisions outlined in Schedule IV of the Companies Act, 2013, and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. This proactive approach underlines our commitment to governance and transparency.

I. Audit Committee:

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the Company Secretary is the Secretary of the committee.

The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Sameer Pravinbhai Raninga	Chairman	5	5
2	Fahad Abdulaziz Patel	Member	5	5
3	Utsav Chotai	Member	5	5

During the year under review, meetings of Audit Committee were held on the following dates:

28/05/2023

04/08/2023

10/11/2023

23/12/2023

21/03/2024

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Fahad Abdulaziz Patel	Chairman	2	2
2	Mr. Sameer Praveenbhai Raninga	Member	2	2
3	Ms. Jaspreet Kaur	Member	2	1

During the year under review, meetings of Nomination& Remuneration Committee were held on:

17/08/2023

20/01/2024

Nomination & Remuneration Policy: The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy which is also available at the Company’s website:

https://www.gayatrirubberchemicals.com/nomination and remuneration policy

III. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company’s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation	Meetings Held	Meetings attended
1	Mr. Fahad Abdulaziz Patel	Chairman	1	1
2	Mr. Sameer Praveenbhai Raninga	Member	1	1
3	Ms. Jaspreet Kaur	Member	1	1

During the year under review, meetings of Stakeholder Relationship Committee were held on 2nd February 2024.

? FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices, the website link is https://www.gayatrirubberchemicals.com

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

? DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2024 the applicable accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the company for the financial year ended on 31st March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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

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

f. The Directors 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 REPORT:

Since the company has been listed on SME EMERGE Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

? CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee.

Gayatri Rubbers and Chemicals Limited does not fall in any of the above criteria during the year 2023-24. Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

? PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees or invested any securities as per the provisions of Section 186 of the Companies Act, 2013.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s Website at Gayatri Rubbers and Chemicals Ltd (gayatrirubberchemicals.com)

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-I.

? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

? RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Company has formulated a policy for Risk management with the following objectives:

•Provide an overview of the principles of risk management

•Explain approach adopted by the Company for risk management

•Define the organizational structure for effective risk management

•Develop a “risk” culture that encourages all employees to identify risks and associated

•opportunities and to respond to them with effective actions.

•Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

? PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY. ABSORPTION:

A. Conservation of Energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation.

B. Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology. The Company’s operation does not require any significant import of technology so far.

? FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

? AUDITORS:

STATUTORY AUDITORS

M/s VAPS & Co., Chartered Accountants, having their office at C-42, South Extension Part II, New Delhi-110049 (ICAI Firm Registration Number: 003612N) is the Statutory Auditor of the Company

to hold office for period of 5 (Five) years from the conclusion of the Annual General Meeting of the Company held in the year 2023 till the conclusion of the Annual General Meeting of the Company to be held in the year 2028.

Further, the notes on financial statements referred to in the Auditors’ Report are self -explanatory and do not call for any further comments. They do not contain any qualification, reservation, disclaimer or adverse remarks. The report of auditors have been attached to this report as “Annexure-VI”.

SECRETARIAL AUDITORS

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Akash Goel, Proprietor, Akash & Co. Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2023-24. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Director’s Report as “Annexure-II”.

INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Garg Kakkar & Co., Chartered Accountants (FRN: 25712C) as the Internal Auditors of the Company for the Financial Year 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.

? REPORTING OF FRAUDS BY THE AUDITORS:

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

? WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,

2024 is available on the Company’s website

https://www.gayatrirubberchemicals.com/annualreturn

? MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - IV.

? NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

? DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

At Gayatri Rubbers and Chemicals Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (‘ICC’) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

? COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

? MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2024 and accordingly such accounts and records were not required to be maintained.

? GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website https://www.gayatrirubberchemicals.com/annualreturn

? INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

? VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at https://www.gayatrirubberchemicals.com/whistle blower policy.php

? PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee’s remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2022-23 forms part of this Board report as “Annexure-IN”. Additionally, the following details form part of Annexure-III to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have an employee stock option scheme.

? BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration:

The policy of the Company on director’s appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is available on our website, at

https://www.gayatrirubberchemicals.com/nomination and remuneration policy grcl.php

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.gayatrirubberchemicals.com and for the convenience given herein below:

Name of policy	Web link
Materiality of Events	https://www.gayatrirubberchemicals.com/policy on determination of materia
	lity events information.php
Whistle Blower Policy	https://www.gayatrirubberchemicals.com/whistle blower policy.php
Preventio n of Sexual Harassme nt at Workplac e	https://www.gayatrirubberchemicals.com/policy on prevention of sexual har
	assment of women
Code of Conduct for preventio n of Insider Trading	https://www.gayatrirubberchemicals.com/prevention of insider trading policy
	.php
Nominatio n & Remunera tion Policy	https://www.gayatrirubberchemicals.com/nomination and remuneration poli
	cy grcl.php

? THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company has not one-time settlement from Banks or Financial Institutions, therefore this is not applicable.

? CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

? REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

M/s. Skyline Financial Services Private Limited

D-153A, 1st Floor, Okhla Industrial Area, Phase -I, New Delhi - 110020

Tel: [phone]

Email: [email protected]

Website: https://www.skylinerta.com/

SEBI Registration Number: INR000004058

? INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organizations.

? ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

The Directors look forward to their continued support in future.

By order of the Board of directors Gayatri Rubbers and Chemicals Limited

Sd/- Sd/-

Shilp Chotai Utsav Chotai

(Managing Director) (Wholetime Director)

DIN:09557130 DIN:09557131

Date: 01.08.2024 Place: Porbandar

1

Stakeholders Relationship Committee has been established as a part of the Good Corporate Governance practices

---

Mar 31, 2023

The directors have pleasure in presenting to you the 1^st Annual Report of the Company and the Audited Financial Statements for the year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS:

Your Company’s performance for the year ended on 31^st March, 2023, is summarized as under:

(Amt in INR Lakhs)
S. No. PARTICULARS Period ended March 31st, 2023
I.	Incomes
a)	Revenue from Operations	2220.69
b)	Other Income	-
II.	Total Income	2220.69
III.	Expenses
a)	Cost of Revenue operations	2179.64
b)	Changes in Inventories of finished goods, Work in Progress and Traded Goods	(252.94)
c)	Employee Benefit Expense	49.68
d)	Finance Cost	19.49
e)	Depreciation and Amortization Expense	21.45
f)	Other Expenses	80.11
IV.	Total Expenses	2097.43
V.	Profit Before Tax (II-IV)	123.26
VI.	Tax Expenses
a)	Current Tax	32.71
b)	Deferred Tax Expense/ Income	(0.74)
VII.	Total Taxes	31.97
VIII.	Profit After Taxes	91.29
IX.	Earnings per Equity Share of INR 10.00 each
a)	Basic (in rupees)	1.78
b)_	Diluted (in rupees)	1.78

• Profits before exceptional & extraordinary items have approximated to Rs. 123.26 Lakhs in the year under Report.

• Net Profits have been observed close to Rs. 91.29 Lakhs in the year under Report.

• Earnings per share (EPS) for F. Y 2023-23 is 1.78.

• The Board assures us that the management will leave no efforts untouched to increase the profitability of the company.

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Company’s performance for the year ended on March 31^st, 2023:

• Total Revenue from Operations amounted to Rs. 2220.69 Lakhs in the year under Report

• Total Expenses have rated Rs. 2097.43 Lakhs in the year under Report

DECLARATION OF DIVIDEND:

With a view to using the internal accruals for the growth of the Company and to strengthen the financial position of the company, your directors do not recommend distribution of any dividend for the year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, Rs. 305.60 Lakhs were transferred, being the Security Premium amount and Rs. 91.29 Lakhs being the Profit of the period to the general reserves account of the Company during the year under review.

The company has a closing balance of Rs. 396.89 Lakhs (Rupees Three Crore Ninety-Six Lakhs and Eighty-Nine Thousand approx.) as Reserves and Surplus as on 31.03.2023.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing, producing and distributing all types of reclaimed rubber and all kinds of rubber products, bye products, rubber chemicals, rubber processing, latex and all types of rubber scrap products and goods for commercial and industrial purposes etc. During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

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 THIS REPORT:

There are no Material Changes and Commitments affecting the Financial Position of the Company between the end of the Financial Year of the Company to which the Financial Statement relates and the date of this report.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

During the period under review the Authorised Share Capital of the Company was increased from Rs. Fifteen Lakh (Rs. 15,00,000/-) to Rs. Six Crore (Rs. 6,00,00,000/-) and subsequently after the Initial Public Offer the paid-up share capital was increased to Rs. Five Crore Seventy-Three Lakh Eighty Thousand (Rs. 5,73,80,000/-).

During the period under review, Company raised an amount of INR 4,58,40,000 through IPO of 15,28,000 equity shares of INR 10.00 each at an issue price of INR 30.00 each. The offer was open from January 25,2023 to January 30, 2023. The equity shares of the company are listed on the SME Platform of National Stock Exchange of India (NSE EMERGE) with effect from February 7,2023.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any subsidiary or joint venture or associate company.

LISTING STATUS:

The Company’s equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol GRCL. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS’ DATABANK:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

? DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Utsav Chotai (DIN 09557131) and Mr. Manoj Kumar Aggarwal (DIN: 09557129), though appointed as First Directors of the Company. They are liable to get retired by rotation and, being eligible, has offered themselves for re-appointment at the ensuing first AGM of the Company. The Board recommends their reappointment for consideration by the Members of the Company at the first Annual General Meeting.

Accordingly, requisite resolution shall form part of the

Notice convening the AGM.

? DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of “Independent Director” as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, the Board is duly composed as per the Companies Act, 2013 provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The Following changes in the Board Composition took place during the Financial Year 2022-23 and the confirmations were placed before and noted by the Board.

S. No.	Name of the Director	Type of Change
1.	Mr. Sameer Pravinbhai Raninga	Appointment
2.	Mr. Fahad Abdulaziz Patel	Appointment
3.	Mrs. Jaspreet Kaur	Appointment

BOARD AND COMMITTEE MEETING:? BOARD MEETING:

The Board meets at regular intervals to discuss and take a view of the Company’s policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 16 times during the financial year ended March 31, 2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Sixteen Board Meetings were held as under:

S. No.	Date of Meeting
1.	11.04.2023
2.	15.04.2023
3.	28.04.2023
4.	21.05.2023
5.	08.07.2023
6.	12.07.2023
7.	01.08.2023
8.	17.08.2023
9.	01.09.2023
10.	12.09.2023
11.	04.10.2023
12.	16.11.2023
13.	30.12.2023
14.	06.01.2023
15.	02.02.2023
16.	13.02.2023

? Attendance of Directors in the Board Meeting:
Name of Director	No. of Board Meeting
	Held	Attended
Mr. Manoj Kumar Aggarwal	16	16
Mr. Shilp Chotai	16	16
Mr. Utsav Chotai	16	16
Mr. Sameer Pravinbhai Raninga	2	2
Mrs. Jaspreet Kaur	2	2
Mr. Fahad Abdulaziz Patel	2	2

? NUMBER OF COMMITTEE MEETING:

The Audit Committee met 4 times during the Financial Year ended March 31, 2023. The Stakeholders Relationship Committee met 1 time during the Financial Year ended March 31, 2023. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the Financial Year ended March 31, 2023 the Independent Directors held a separate meeting on 8^th February, 2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

? AUDIT COMMITTEE:

The Audit Committees composition meets with the

requirement of section 177 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure.

The Audit Committee is comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

Sr. No.	Name			Designation
1.	Sameer Pravinbhai Raninga			Chairman
2.	Fahad Abdulaziz Patel			Member
3.	Shilp Chotai			Member
During the year under review, meetings of Audit Committee were held on:
17.08.2022		12.09.2022	06.01.2023		08.02.2023

? COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation
1.	Fahad Patel	Chairman
2.	Sameer Praveenbhai Raninga	Member
3.	Jaspreet Kaur

During the year under review, meetings of Nomination & Remuneration Committee were held on:

17.08.2022

12.09.2022

31.12.2022

The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company’s website:

https: // gayatrirubberchemicals. com/nomination-and-remuneration-policy/

? COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company’s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr. No.	Name	Designation
1.	Fahad Abdulaziz Patel	Chairman
2.	Sameer Pravinbhai Raninga	Member
3.	Jaspreet Kaur	Member

During the year under review, meetings of Nomination & Remuneration Committee were held on 2^nd February 2023.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee. Gayatri Rubbers and Chemicals Limited does not fall in any of the above criteria during the year 2022-23. Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to

ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at https: // gavatrirubberchemicals. com/whistle-blower-policy/

RISK MANAGEMENT:

The Board of the Company has evaluated risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related

issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are:

Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided any loans, guarantees or Invested any securities as per the provisions of Section 186 of the Companies Act, 2013

AUDITORS:? STATUTORY AUDITORS:

The members of the company at their Annual General Meeting held on April, 28, 2022 had appointed M/s VAPS & Co., Chartered Accountants, having their office at C-42, South Extension Part II, New Delhi-110049 (ICAI Firm Registration Number: 003612N) as Statutory Auditors of the Company for the financial year 2022-23. The Auditor’s Report for the financial year ended March 31, 2023 forms part of this Annual Report and is attached to the Director’s Report as “Annexure-VII” and does not contain any qualification, reservation or adverse remarks. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

? SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Akash Goel, Proprietor, Akash & Co. Practicing Company Secretaries, for conducting the

Secretarial Audit for the FY 2022-23. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2023 is attached to the Director’s Report as “Annexure-II”.

Secretarial auditor has observed that the Company:

1. had allotted 15,28,000 equity shares in its Initial Public Offer and complied with the Act and Rules formed thereunder, during the reporting period.

2. had submitted DIR-12, MGT-14, ADT-1 and MR-1 with additional fees.

3. has not obtained the Factory License for its manufacturing unit established at Plot No 11 Gali No 3 Opp. Beri Ka Bagh, Malerna Road, Ballabgarh, Faridabad-121004. However, the company applied for the license in September 2022 and thereafter got the pollution certificate no 2621855546. The Company has also obtained a signed certificate bearing no. 4250 from local government, handwritten by government authority on November 17, 2022. This certificate is signed by Patwari, Joint Commissioner and Zonal & Taxation Officer of local government for the area in which the factory is located. The said certificate states that the factory has an Industrial ID P07005783338, that the factory is currently carrying its manufacturing activities and also shows that the local government has no objection in letting the factory carry out its manufacturing activities.

4. has maintained the Structured Digital Database as required under SEBI (Prohibition and Insider Trading) Regulation, 2015 with a delay.

? INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Garg Kakkar & Co., Chartered Accountants (FRN: 25712C) as the Internal Auditors of the Company for the Financial Year 2022-23 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

? COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2022-23 as issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN:

The Annual Return for the Financial Year 2022-23 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is placed at the website of the Company at www.gavatrirubberchemicals.com/investors/

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

At Gayatri Rubbers and Chemicals Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Gayatri Rubbers and Chemicals Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Gayatri Rubbers and Chemicals Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for

reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: NIL

• No. of complaints disposed off: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report has been separately furnished in the Annual Report and forms part of the Annual Report as “Annexure-V”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF

THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per “Annexure-I”

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s Website at https: // gavatrirubberchemicals. com/whistle-blower-policy/.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee’s remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2022-23 forms part of this Board report as “Annexure-III”.

Additionally, the following details form part of Annexure-III to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent

Directors

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have an employee stock option scheme.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.

BOARD POTLTCTES AND CODE OF CONDUCTS:A. Policy on Directors Appointment and Remuneration

The policy of the Company on director’s appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as “Annexure-IV” and available on our website, at https://gavatrirubberchemicals.com/. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider

Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www. gayatrirubberchemicals. com and for the

convenience given herein below:

Name of policy	Web link
Materiality of Events	https://aavatrirubberchemicals.com/policyfor
	determinationofmaterialityofeventsorinforma
	tion/
Whistle Blower Policy	https://aayatrirubberchemicals.com/whistle-
	blower-policy/
Prevention of Sexual Harassment at Workplace	https:// gayatrirubberchemicals. com/polic
	y-on-prevention-of-sexual-harassment-
	of-women-posh-in-arcl/
Code of Conduct for prevention of Insider Trading	https://aayatrirubberchemicals.com/code-of-
	internal-procedures-and-conduct-for-
	reaulatina-monitorina-and-reportina-of-
	tradina-by-insiders/
Nomination & Remuneration Policy	https://aayatrirubberchemicals.com/nominati
	on-and-remuneration-policy/

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31^st March, 2023, the Company doesn’t have any Subsidiary, Joint Venture or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders.”

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will always retain the trust of our stakeholders. Corporate Governance is about maximizing Shareholders value legally, ethically, and sustainably. At GRCL, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance longterm shareholder value and respect- minority rights in all our business decisions.

As our company has been listed on SME EMERGE Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NONDISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule

14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Company’s operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 as follows:

A. Conservation of Energy: -

1. The steps taken or impact on conservation of energy: The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

B. Technology Absorption:

The efforts made towards technology absorption:

1. The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. In case of imported technology (imported during the

last three years reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has

reported Foreign Exchange Earnings and Expenses as under:

PARTICULARS	2022-23
Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in

relation to the Audited Financial Statements of the

Company for the year ended March 31, 2023, the Board of

Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 as on March 31, 2023 and of the profit of the company for that year;

3. The directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts of the

company on a going concern basis; and;

5. Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

M/s. Skyline Financial Services Private Limited D- 153A, 1st Floor, Okhla Industrial Area,

Phase -I, New Delhi - 110020 Tel: [phone] Email: [email protected] Website: https://www. skylinerta. com/

SEBI Registration Number: INR000004058

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organizations.

ACKNOWLEDGEMENTAND APPRECIATION:

Your directors would like to express their appreciation for assistance and co- operation received from the Shareholders, State Governments, Local authorities and Company’s Bankers for the assistance co-operation and encouragement they extended to the Company.

Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent allaround operational performance.