Borana Weaves Ltd Directors Report

To,

The Members Borana Weaves Limited

Your Directors take pleasure in presenting the 6th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	Standalone
	For the year Ended 31-03-2026	For the year Ended 31-03-2025
Revenue from Operations	38,859.31	29,031.04
Other Income	821.49	478.66
Total Revenue	39,680.80	29,509.70
Profit / (Loss) before exceptional and extraordinary items and tax	7,843.13	4,985.27
Exceptional and Extraordinary items	(3.42)	( 73.01)
Profit / (Loss) before tax	7,839.71	4,912.26
Tax Expense	1378.51	892.03
Profit / (Loss) for the period	6,461.20	4,020.23
Other Comprehensive Income for the Year, Net of Tax	25.69	( 4.07)
Total Comprehensive Income for the period	6,486.89	4,016.16

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The financial statements as stated above are also available on the Companys website www.boranagroup.in.

STATE OF COMPANYS AFFAIRS

During the year 2025-26, the Company recorded total revenue of Rs. 38,859.31 Lakhs against Rs. 29,031.04 Lakhs in the year 2024-25, representing an increase of around 33.85% during the year the Net Profit after tax of the Company for the year 2025-26 stood at Rs. 6,461.20 Lakhs as compared to Rs. 4,020.23 Lakhs in the year 2024-25 which has increased by around 60.71%.

ROAD AHEAD

Our vision is to lead the weaving industry through cutting-edge technologies and expanded capabilities. We aim to be recognized for our excellence, efficiency, and quality while creating sustainable growth and setting the benchmark for innovation and reliability in the sector.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company and in view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2026.

UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVE

The Board does not propose to transfer any amount to the General Reserve for the Financial Year 2025-26. The profit for the year will be retained in retained earnings.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There have been no material changes occurred between the end of the financial year of the Company to which the financial statements related and the date of the report, which is affecting the financial position of the Company.

SHARE CAPITAL

As on March 31, 2026 the share capital of the Company was as under:

During the year, the Company raised capital through an Initial Public Offer (IPO), which was completed on May 27, 2025. Prior to the IPO, the issued share capital comprised 1,99,37,295 Equity Shares. Pursuant to the fresh issue of shares under the IPO, the issued number of Equity Shares increased to 2,66,45,295, while the Authorized Share Capital remained intact.

DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013 and rules made thereunder.

ANNUAL RETURN

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at the link https://boranagroup.in/annual-return

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in nature.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts / arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 entered into during the year under review as required to be given in Form No. AOC-2, have been provided in Annexure-1 which forms part of the Directors Report.

The policy on related party transactions and on dealing with related party transactions as approved by the board is available on the Companys website and can be accessed at - www.boranagroup.in/uploads/reports/127 policy-on-related-party-transaction.pdf

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Ankur Mangilal Borana, Executive Director (DIN: 01091164) is liable to retire by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from directors, none of the directors are disqualified from appointment under Section 164 of the Companies Act, 2013. The Companys policy on appointment and remuneration of directors and Key Managerial Personnel is available at the web link www.boranagroup.in/uploads/reports/126 policy-on-nomination-and-remuneration.pdf

The name of Directors and KMP as on March 31, 2026:

Name of Directors/KMP	Category & Designation	Appointment Date
Mr. Mangilal Ambalal Borana	Chairman and Managing Director	14/06/2021
Mr. Ankur Mangilal Borana	Executive Director and Chief Executive Officer	17/11/2022
Mr. Rajkumar Mangilal Borana	Executive Director and Chief Financial Officer	17/11/2022
Mr. Kanav Sham Sunder Arora	Independent Director	17/07/2024
Mr. Arvind Kumar Rathi	Independent Director	17/07/2024
Mrs. Nitika Abhishek Soni	Independent Director	17/07/2024
Mrs. Seema Manish Luniya	Company Secretary	25/09/2024

NUMBER OF MEETING HELD DURING THE YEAR

During the year under review, the Board met Fifteen (15) times and the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013. The details of Board Meeting are set out in Corporate Governance Report which forms part of this Annual Report in Annexure-2.

COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the board and its committees thereof and detail of the changes in their composition if any is given in Annexure-2 in the corporate governance report. The composition of the board is available on the website of the Company at https:/ /boranagroup.in/ directors and its committee is also available on the website of the Company at https://boranagroup.in/kmp-smp-and-committee

STATUTORY AUDITORS

M/s KSA & Co., Chartered Accountants (Firm Registration No. 003822C), whose existing term as Statutory Auditors expires at the conclusion of the ensuing Annual General Meeting for the financial year ended March 31, 2026, are proposed to be re-appointed as the Statutory Auditors of the Company.

The Company has received the necessary consent and eligibility certificate from the Auditors pursuant to Sections 139 and 141 of the Companies Act, 2013. The Board recommends their reappointment for approval by the members at the forthcoming AGM. Upon approval, the Company will file the necessary e-form ADT-1 with the Registrar of Companies (ROC) within the prescribed time period.

COMMENTS ON AUDITORS REPORT

There are no material adverse comments, remarks in the auditors report. The Auditors Report and notes to the said report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

COST AUDITOR

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2026. Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year March 31, 2025, was filed with the Ministry of Corporate Affairs.

M/s. Vaghela Kishor & CO, Cost Accountant, Surat, has been re-appointed as Cost Auditors for FY 2026-27 by the Board of Directors at its meeting held on May 14, 2026 and the remuneration payable to the cost auditors is required to be placed before the members in the ensuing Annual General Meeting for their ratification. M/s. Vaghela Kishor & CO. have given their consent to act as Cost Auditors and confirmed their eligibility that their appointment is within the limits of the Section 139 of the Act. Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the 06^th Annual General Meeting. The Board recommends the same for approval by members at the ensuing Annual General Meeting.

SECRETERIAL AUDITOR

The Company had appointed Mr. Jitendra Kumar Rawal, Practicing Company Secretary, as Secretarial Auditor of the Company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations. Further in view of Causal Vacancy in the office of Secretarial Auditor on account of Resignation of Mr. Jitendra Kumar Rawal with effect from July 24, 2026, the Board of Directors at their meeting held on July 29, 2026 had appointed Mr. Kunjal Dalal, Proprietor of M/s K. Dalal & Co., Practicing Company Secretaries, Surat (FCS No. 3530; CP No. 3863 and Peer Review Certificate no. 8134/2026) as Secretarial auditor to hold the office till the ensuing Annual General Meeting. The Secretarial Audit Report for the Financial Year 2025-26 is attached as Annexure-3.

The explanation or comments of the Board of Directors on every qualification, reservation or adverse remark or disclaimer made is as under:-

a. Company has re-appointed M/s KSA & Co., Chartered Accountants, as Statutory Auditors of the Company at the Annual General Meeting held on September 10, 2025 before the expiry of the his term as Statutory Auditors. The term of the said Statutory Auditor was liable to expire at the ensuing Annual General Meeting to be held for the year ended 31/03/2026 - The Board has taken necessary action for regularization of appointment of statutory auditor in the Annual General Meeting.

b. Company has not provided the confirmation for providing the SMS Facility to the Shareholders as per SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 in respect of evoting in Respect of the Annual General Meeting held on September 10, 2025 - The Board of Directors undertakes to ensure necessary compliance in future.

c. Company has not filed Form MGT-14 for appointment of Internal Auditor and MGT-14 for Approval of Boards Report for the year ended 31/03/2025 as required under section 117(3)(g) of The Companies Act, 2013 - The Board of Directors undertakes to ensure necessary compliance in future.

d. Company has not timely submitted the Monitoring Agency Report to monitor utilisation of proceeds of a public issue for the Period ended June 30, 2025 to the Stock Exchange(s). The said Report was submitted on October 30, 2025 against the requirement of August 14, 2025 as required under Regulation 32(6) of SEBI (LODR) Regulations, 2015 - The submission made by the Company has been duly accepted by the stock exchange(s) and no further action is required.

e. Company has not provided confirmation of verification of Registration on the Smart ODR Portal as required under the SEBI Circular SEBI/HO/OIAE/OIAE_IAD-1 /P/CIR/2023/131 dated July 31, 2023. The Status of the Company is Inactive in Smart ODR Portal - The Board of Directors undertakes to ensure necessary compliance in future.

f. As per the Secretarial Compliance Report issued by the earlier Practicing Company Secretary, the exchange(s) has sent several Communication / Clarification Letter /

Observation Letter i.e (1) NSE letter Ref. No. NSE/LIST/73882 dated 24th November, 2025 regarding Shareholding Pattern (2) NSE letter Ref. No. NSE/LIST/77433 dated 30th January, 2026 regarding Shareholding Pattern (3)

NSE Observation for Format / Reporting of disclosure of Related Party Transactions (4) NSE / BSE Clarification / Observation Letter regarding financial Results for June 2025 (5) NSE / BSE Clarification / Observation Letter regarding financial Results for December 2025 (6) NSE / BSE Clarification / Observation Letter regarding composition of the Audit Committee, however none the Communications / Letter has been furnished to us - The Company has made revised submission on exchange(s) portal and Company undertakes to provide further clarifications if any sort by exchange(s).

g. Company has not updated the entries in Structural Digital Database in compliance with the requirements of SEBI Circular SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55 dated April 21, 2025 - The Board of Directors undertakes to ensure necessary compliance in future.

h. Company has not provided the confirmation of dispatch of letter providing the web-link, including the exact path, where complete details of the Annual Report is available to the Shareholders as required under Regulation 36(1) (b) of SEBI (LODR), Regulation, 2015 - The Board of Directors undertakes to ensure necessary compliance in future.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (LODR) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the Independent Directors have enrolled with the Indian Institute of Corporate Affairs at Manesar. All the Independent Directors have cleared online self-assessment test as conducted by the said institute.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company have complied with the code of Independent Director. Independent Directors met separately on January 22, 2026 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.boranagroup.in/uploads/reports/81 whistle- blower-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for that period;

C. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

D. That the directors had prepared the annual accounts on a ‘going concern basis; and

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

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

ANNUAL EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the directors and the working of its committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the board, its committees and directors.

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc.

The committees of the board were assessed on the degree of fulfilment of key responsibilities, adequacy of committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In separate meetings of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, as given by the Statutory Auditors of the Company forms part of Independent Auditors Report on Standalone Financial Statements as Annexure B.

CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. The Company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation duly complied by the Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has given the Corporate Governance Report in Annexure-2 as a part of its Annual Report.

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

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 as per Annexure-4.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare, environment and education. The detailed CSR policy of the Company is placed on the website of the Company at www.boranagroup.in/uploads/reports/122 policy-on-corporate-social- responsibility.pdf Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2025-26 forms part of this Board report in Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure-6.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information of employees and managerial remuneration, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this Report as per Annexure-7.

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, has been provided in a separate annexure forming part of this 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 and any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the listing regulations, the CEO and CFO has certified to the board of directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2025-26. The Certificate received from CEO and CFO is attached herewith as per Annexure-8.

STATEMENT ON RISK MANAGEMENT

The Risk Management Policy required to be formulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The Policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

CODE OF CONDUCT

The Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, board of directors and senior management personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Chief Executive Officer (CEO) is required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is attached herewith as per Annexure-9. Code of Conduct for Board of Directors and Senior Management Personnel is available on below link: www.boranagroup.in/uploads/reports/82 code-of-conduct.pdf

COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARY REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Corporate Governance is built on the core principles of transparency, accountability, and independence to maximize long-term stakeholder value and market reputation.

As mandated under Schedule V of the SEBI (LODR) Regulations, 2015, M/s. K. Dalal & Co., Practicing Company Secretaries, has issued a Compliance Certificate confirming that the Company has duly complied with all the conditions of Corporate Governance. The certificate is attached herewith as Annexure-10.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

M/s. K. Dalal & Co., Practicing Company Secretaries has issued a certificate required under the listing regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure-11.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company, Borana Weaves Limited, does not have any Subsidiary, Joint Venture, or Associate Company as on the reporting date.

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

Our Company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Company did not receive any complaints on sexual harassment during the year 2025-26 and hence, No Complaints remain pending as of March 31, 2026. The Company has a Policy for AntiSexual Harassment and the same has been posted on the website at www.boranagroup.in/uploads/reports/7 posh.pdf

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

INSURANCE

All the properties and the insurable interest of the Company including building and stocks wherever necessary and to the extent required have been adequately insured. The Company keeps reviewing the insurance amount every year as per requirement.

RESEARCH & DEVELOPMENT

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.

STATUTORY INFORMATION

The Company is engaged in the business of twisting, Sizing & texturizing of Yarn & Weaving of Greige Cloth on Water Jet Looms and is the member of BSE Limited and NSE Limited. Apart from this business, the Company is not engaged in any other business/activities.

CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

OTHER DISCLOSURES

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

CYBER SECURITY INCIDENT

During the year, there are no incidents of cyber security breach reported.

CAUTIONARY STATEMENT

Statements in this report and its annexures describing Companys projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company has complied the provisions of the Act.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your directors also wish to place on record their deep sense of

appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Date: August 11, 2026	For and on behalf of the Board of Directors
Place: Surat	Mangilal Ambalal Borana Chairman & Managing Director
	DIN: 01091167