Gayatri Rubbers and Chemicals Ltd Directors Report

To,

The Members,

Gayatri Rubbers and Chemicals Limited

The Board of Directors of the Company have great pleasure in presenting the 3rd 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 Periods 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 years Rs. 2.72.

The growth in profitability reflects the Companys 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 Companys 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 Companys 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 Companys equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited (EMERGE Platform) with Symbol GRCL on 7th 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 31st 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 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 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 Companys 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

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

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 Companys 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 Companys 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 11th 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 Companys 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 criterias. 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 arms 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 Companys 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 Companys 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 Companys 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 todays 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 Companys 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 Companys 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 Companys 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 Directors 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 AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

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

Secretarial Auditors 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 Boards 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 Companys 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 ICCs 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 Companys 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 Companys 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 Companys 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 employees 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 directors 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 Companys 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 materialityeventsinformation.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: 011-40450193-97

Email: admin@skylinerta.com

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: 30th August 2025
Place: Porbandar