Borana Weaves Ltd

Dear Shareholders,

Your directors have pleasure in presenting the 05th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31st March 2025.

1. COMPANY'S PERFORMANCE, STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company has achieved a gross turnover of Rs.29031.04 lakhs in comparison to the previous year's turnover which was Rs. 19905.56 lakhs. It represented the increase of Rs. 9125.48 lakhs over the previous year. Your Company has earned a net profit of Rs. 4016.18 lakhs against last year's Rs. 2358.63 lakhs. It represented an increase of Rs. 1657.55 Lakhs over the previous year. Key aspects of the Financial Performance of your Company for the current financial year 2024-25 along with the previous financial year 2023-24 are tabulated below in the Financial Results.

The outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of the textile industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:

In FY 2024–25, Borana Weaves Limited demonstrated significant growth in revenue and profitability, reflecting improved operational efficiency, robust demand, and a favorable product mix.

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, the Board of Directors has not recommended any dividend for the financial year 2024-25. The Board of Directors of the Company has approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the Company at https://boranagroup.in/policies.

4. STATE OF COMPANY'S AFFAIRS:

The management of the Company continued with its core business activities. There is no change in business of the Company.

5. ALLOTMENT OF EQUITY SHARES:

The Company has allotted shares during the financial year 2024-25 as mentioned below:

As on June 22, 2024, Allotment of 1,98,97,500 Equity Shares as Bonus Shares.

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE16SF01016.

7. TRANSFER TO RESERVES:

The Company has propose to transfer amount of Rs. 4016.18 Lakhs to Reserve and Surplus.

8. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any ‘Public Deposit' within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

9. SUBSIDIARY(IES) COMPANY:

The Company has no Subsidiary Company during the financial year under review.

The Company does not have any ‘Associate Company' within the meaning of section 2(6) of the Act during the financial year under review.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at https://boranagroup.in/annual-return

12. DIRECTORS & KMP: a. One of your Directors viz. Mr. Rajkumar Mangilal Borana (DIN – 01091166), retires by rotation in terms of the Articles of Association of the Company. However, being eligible he offers herself for reappointment.

b. The Board of Directors duly met 23 times during the financial year under review.

c. is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

d. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

The Nomination and Remuneration Committee has adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed: i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. that 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 on 31st March, 2025 being end of the financial year 2024-25 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for 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.

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for FY 2024-25, details with respect to remuneration of employees are applicable which are as under:

The percentage increase in remuneration of each KMP during the FY 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 2024-25 are as under:

3. The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 109524 whereas in FY 2024-25 it is Rs. 122273.

4. Number of Permanent Employees on the rolls of Company as on 31st March 2025 is 655

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary after following due process.

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee.

2) Nomination and Remuneration Committee.

3) Shareholders Relationship Committee.

4) Corporate Social Responsibility Committee; and

The Audit Committee was originally constituted at a meeting of the Board of Directors held on October 01, 2024. The Audit Committee was consisting of the following Directors as on 31.03.2025:

The Nomination and Remuneration Committee was consisting as on October 01, 2024 with following Directors;

The Shareholders/ Investors Grievance Committee have been originally formed by the Board of Directors at the meeting held on October 01, 2024. The Shareholders/ Investors Grievance Committee was consisting of the following Directors as on 31.03.2025 is as under.

The Corporate Social Responsibility Committee has been re-constituted by the Board of Directors at the meeting held on October 01, 2024. The Corporate Social Responsibility Committee was consisting of the following Directors as on 31.03.2025;

During the year. i) The Company has allotment of shares which have been mentioned above in detail. ii) The Company does not have any ESOP scheme for its employees / Directors; iii) The Company has not bought back any of its securities; iv) The Company has not issued any Sweat Equity Shares;

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

M/s. KSA & Co., Chartered Accountants, Surat, Statutory Auditors of the Company has submitted the Audit Report for the financial year 2024-25.

Further pursuant to recommendation of Audit Committee the Board of Directors has approved the Reappointment of M/s. KSA & Co., Chartered Accountants, Surat for 5 financial Year Subject to approval of Shareholders of the Company at Annual General Meeting to be held on 10th Day of September, 2025 from this AGM till AGM for FY 2029-30.

They have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The provisions of section 148 of the Companies Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do apply to the Company. Accordingly, the Company has M/s. VAGHELA KISHOR & CO , appointed the Cost Auditor.

As the Company has listed its Equity Shares as on 27th Day of May, 2025 therefore for the FY 2024-25 Secretarial Audit was not applicable to the Company.

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do apply for the 2025-26 for which the Board of Director proposed to appoint Mr. Jitendrakumar Rewashanakar Rawal as the Secretarial Auditor of the Company for FY 2025-26.

Hence, the Secretarial Audit Report for the FY 2024-25 is not applicable to the Company.

The Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors' Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors' Report.

During the year, there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Company's operations in future.

The Company already has a risk management system to identify, evaluate and minimize the Business risks. The Company during the year formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organization.

With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed herewith.

The Company has re constituted Corporate Social Responsibility Committee as per section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014. The Committee Consist Of three directors namely Mr. Rajkumar Mangilal Borna as Chairperson of CSR Committee, Mr. Ankur Mangilal Borana and Ms. Nikita Abhishek Rathi as members of the Committee.

The Company has spent the amount on CSR Activities for the financial year 2024-25 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within the time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately attached herewith).

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at the workplace.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues, if any, are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:

During the year under review, the company has not entered into any contracts or arrangements with any of the related party which are not on arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis

Note: For better transparency and reporting, the material related party transactions entered into by the company during the financial year 2024-25 have been disclosed in Form AOC-2, irrespective of the fact that they have been in the ordinary course of business.