Gujarat Raffia Industries Ltd Directors Report

Dear Members,

Your directors present the 40^th Annual Report together with the Audited Statement of Accounts for the year ending on 31^st March, 2026.

1. FINANCIAL RESULTS:

The summary of the Financial Results of the Company for the year under review along with the figures for the previous year is as follows:

(Rs. In Lakhs)

Particulars	2025-26	2024-25
Total Revenue	8900.18	3057.43
Less: Operating and other Admin Expense.	8553.31	2824.35
Profit Before Depreciation, Interest and Tax	346.87	233.10
Less: Depreciation	195.10	138.20
Less: Finance Costs	24.67	32.87
Exceptional Items	-	-
Profit Before Tax	127.10	62.03
Less: Current Tax	22.35	9.70
Less: Earlier Year Tax	0.07	0.09
Less: Deferred Tax	-	-
(Excess) / Shortfall in provision for current tax earlier for years	-	-
Less: Minority Interest	-	-
Profit After Tax & Minority Interest	104.68	52.24
Earnings Per
Equity Share Basic	1.94	0.97
Diluted	1.94	0.97

2. DIVIDEND:

With a view to conserving the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS & PERFORMANCE:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded total sales of Rs. 8900.18 Lakhs for the financial year ended on 31^st March, 2026 as compared to Rs. 3057.43 Lakhs for the financial year ended on 31^st March, 2025. The Profit before tax for the period under review is Rs. 127.10 Lakhs as compared to Rs. 62.03 Lakhs in the previous year 2024-25. The Profit after tax during the year under review is Rs. 104.68 Lakhs as against Rs. 52.24 Lakhs in the previous year 2024-25.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company for the year under review. There were no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report.

5. SHARE CAPITAL:

During the year under review, the Company has not increased its paid up capital. The paid up equity share capital of the Company as on 31^st March, 2026 is Rs. 5,40,45,000/-.

During the year under review, the company has neither issued share with differential voting rights nor granted stock options or sweat equity.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves for the current reporting period.

7. EXTRACT OF THE ANNUAL RETURN:

Further, in accordance with circular issued by government of India "G.S.R. 159(E). dated, 05th March, 2021", the requirement for preparing MGT-9 wiped off from Rule 12, as well, making it clear that MGT-9 is not required by any provision of the Act or Rules and in accordance with Sections 134 (3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

8. BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six (06) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions.

Date on which board Meetings were held	Total Strength of Board	No of Directors Present
29/05/2025	6	6
30/06/2025	6	6
15/07/2025	6	6
21/07/2025	6	6
07/08/2025	6	6
14/08/2025	6	6
04/09/2025	6	6
06/11/2025	6	6
13/11/2025	6	6
13/02/2026	6	6
15/03/2026	6	6

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

Name of Directors	No. of Meeting	No. of Held Meeting Attended
Mr. Pradeep Bhutoria	6	6
Mrs. Sushma Bhutoria	6	6
Mr. Abhishek P Bhutoria	6	6
Mr. Anuj JayJayRam Purohit	6	6
Mr. Premjeet Singh	6	6
Mrs. Aditi Sharma	6	6

9. SUBSIDIARY COMPANIES:

The Company does not have subsidiary company, joint venture or associate companies during the year. There is no company which has ceased to be Companys subsidiary, joint venture or associate company during the year.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

During the year under review, the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- "A".

11. CORPORATE GOVERNANCE:

The Companys Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your

B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your Directors have though formed the sub-Committees of the Board as per requirements of Corporate Governance and they are operational, however, no detailed Report on Compliance with Conditions of Corporate Governance report are given here with. The Company is exempted from providing report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

13. INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME:

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

Independent Directors have visited the plants of the company for understanding of manufacturing operations and different processes of their plants.

The Board of Directors has complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

The Familiarization Programme has been conducted during the year under review and different aspects such as legal compliance management, corporate governance and role of independent directors have been covered in the same.

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

14. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by separate meeting held by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

16. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 21/03/2026 to carry out the evaluation for the financial year 2025-26 and inter alia, discussed the following:

Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.

Assessed the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

17. AUDITORS:

a) STATUTORY AUDITORS:

M/s. KPSJ & Associates LLP, Chartered Accountants (Firm Registration Number: 124845W/W100209), were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from Financial Year 2025-26 to Financial Year 2029-30 at the Annual General Meeting held on August 12, 2025. However, M/s. KPSJ & Associates LLP, Chartered Accountants, resigned from the office of Statutory Auditors of the Company with effect from August 14, 2026, resulting in a casual vacancy in the office of Statutory Auditors.

Accordingly, pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, M/s. MAPPS & Co., Chartered Accountants (Firm Registration Number: 107706W) were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. KPSJ & Associates LLP and shall hold office from the 40th Annual General Meeting to the 44th Annual General Meeting, subject to the approval of the Members, as applicable.

M/s. MAPPS & Co., Chartered Accountants, shall continue to act as the Statutory Auditors of the Company for the aforesaid period. Further, the Statutory Auditors shall conduct the

Quarterly Review of the financial results of the Company commencing from the Second Quarter (Q2) of the Financial Year 2026-27, in accordance with the applicable provisions, regulations and standards.

In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the appointment of the Statutory Auditors at every Annual General Meeting. Accordingly, the item relating to ratification of appointment of Statutory Auditors is not being considered at this Annual General Meeting.

b) SECRETARIAL AUDITORS:

CS Himanshu Maheshwari, Practicing Company Secretaries is appointed to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. Your Company has received consent from Mr. CS Himanshu Maheshwari to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March 2026. The secretarial audit report for FY 2025-26 forms part of the Annual Report as ‘Annexure A to the Boards report.

c) COST AUDITORS:

The Company is not engaged in any type of manufacturing activities of the products which requires its cost records to be audited and is also not coming within the preview of maintaining the cost records for manufacturing activities. Hence, no cost auditors are to be appointed.

18. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed Mr. Avinash Appasaheb Saluke, as Internal Auditors of the Company. Considering very minimum financial transactions in the company just to meet the routine Administrative expenses, the Company has not appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company. The Board will appoint Internal Auditors as and when it deem fit and proper considering the adequate number of business, commercial operations and more financial transactions of varied nature.

19. COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

AUDIT COMMITTEE:

The details pertaining to composition of the audit committee are as under.

Name of the Member	Designation	Category	No. of Committee Meetings held	Committee Meeting attended
Premjeet Singh	Chairman	Independent & non-executive	4	4
Pradeep R Bhutoria	Member	Executive	4	4
Aditi Sharma	Member	Independent & non-executive	4	4

The Audit Committee has done 4 meeting during this financial year. The Date of meeting is 29/05/2025, 13/08/2025, 03/11/2025 & 13/02/2026

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Premjeet Singh as Chairman. The Committee has thorough knowledge of working, usage and accounting for financial transactions as per requirements of Companies Act and the Stock Exchange requirements. The Committee meets at least once every quarter and prepares its minutes on the proceedings and business discussed and transacted. The Committee reports to Board of Directors. All committee reports and minutes are placed before the Board in all its meetings for information, guidance, directions and record keeping. In addition, the Committee also reviews the internal control systems operating within the organization and obtains guidance from the statutory auditors and other professionals of corporate repute from time to time to make timely compliances and payment of statutory dues.

B) ROLE AND RESPONSIBILITY OF AUDITCOMMITTEE:

The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory Auditors and meet with them to discuss and deliberate their suggestions, findings and other related matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the Auditors independence, performance and effectiveness of the audit process, overseeing of the Companys financial reporting process and the disclosure of its financial information, and review the quarterly, half yearly and annual financial statements before submission to the Board for approval. Further the committee is liable to examine the financial statements and the Auditors Report thereon, approve transactions of the Company with its related parties including consequent modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze inter-corporate loans and investments, valuation of undertakings or assets of the Company wherever it is necessary. Further, it is also empowered to review the Management Discussion and Analysis of financial condition and results of operations and statement of significant related party transactions. It also looks into any other matter as referred to it by the Board of Directors from time to time.

Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:)

The Stakeholders Relationship Committee has done 2 meeting during this financial year. The Date of meeting is 27/11/2025, 12/02/2026.

(A) TERMS OF REFERENCE:

This committee looks into investor complaints if any, and redresses the same expeditiously. Beside the committee approves allotment, transfer & transmission of shares, debentures, any new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of Directors. In addition, the committee also looks in to compliance with stock exchange listing agreement and circulation of shareholder and general public interest information through proper media and stock exchanges from time to time.

(B) FORMATION:

Name of the Member	Designation	Category	No. of Committee Meetings held	Committee Meeting attended
Mr. Permjeet Singh	Chairman	Independent & Non-Executive	2	2
Mr. Pradeep R Bhutoria	Member	Executive	2	2
Mr. Pradeep R Bhutoria	Member	Executive	2	2

(C) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks after the dematerialization process of equity shares. The Committee is also empowered to keep complete records of shareholders, statutory registers relating to shares and securities, maintaining the complete record of share dematerialized, and complaints received from investors and other various agencies. The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate and resolution of the investors complaints, submission of information to various statutory authorities like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically. Other roles, duties, powers etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure requirement rules of SEBI and kept flexible by the Board from time to time.

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee as on 31.03.2026

Name of the Member	Designation	Category
Premjeet Singh	Chairman	Independent & Non-Executive
Aditi Sharma	Member	Independent & Non-Executive
Abhishek Bhutoria	Member	Director

The Nomination and Remuneration Committee has done 2 meeting during this financial year. The Date of meeting is 24/11/2025, 13/02/2026.

A) TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive directors.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities, authorities of all executive directors, Managing Director and to ensure that they discharge their duties diligently and report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time Directors.

(v) To decide on distribution of profits as commission amongst various executive and non-executive directors.

(vi) To design, frame and make policy for remuneration payable for key managerial personnel and up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise including providing staff loans/ advances to subscribe to any ESOPs or Stock options by employees of the company. Further except the cash reimbursement of actual expenses incurred by directors, no other benefits in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any key managerial personnel for the year. As the company has long overdue accumulated losses in its books of accounts, it is not paying any sitting fees or commission of net profit or any other remuneration in kind to any of its directors. The Company does not have any key managerial personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in labor compliances and payment of statutory labor dues with relevant authorities in time. Other function roles duties powers etc. have been clearly defined in line with Regulation 19 of listing obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from time to time.

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

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

21. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten the existence of the company.

The Board has formulated Policy on Risk Management and the same is uploaded on the Companys website at www.griltarp.com.

22. VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.

23. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

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 Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into 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.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.griltarp.com .

24. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of Rs. 500,000 per month during the year or Rs. 60 Lacs. per annum in the aggregate if employed for a part of the year. (The Detailed Annaxure has been Enclosed (Annaxure-B).) 25. LOANS, GUARANTEES OR INVESTMENTS:

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

26. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm: a. that in the preparation of the annual accounts for the year ended 31^st March, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected 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 ended 31^st March 2026 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken 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;

d. that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That 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.

28. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR), 2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR), 2015

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties. d. The Company has policy to pay managerial remuneration to its

Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers and the companys financial position. e. The Company is not paying any commission on net profits to any directors. f. During the year the Board has met 11 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in this report as mentioned elsewhere.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

A statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows

A) Conservation of energy-

Particulars	Status
i. the steps taken or impact on conservation of energy;	Every effort is being voluntarily made by the company
ii. the steps taken by the company for utilizing alternate sources of energy;	Not Applicable
iii. the capital investment on energy conservation equipments;	Not Applicable

(B) Technology absorption-

Particulars	Status
i. the efforts made towards technology absorption;	Every effort is being voluntarily made by the company
ii. the benefits derived like product improvement, cost reduction, product development or import substitution;	Not Applicable
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
iv. (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development	Not Applicable

(C) Foreign exchange earnings and Outgo-

Particulars	2025-26	2024-25
	Current Year	Previous Year
Foreign Exchange Earnings	979.92	1163.65
Foreign Exchange Outgo	527.90	346.84

30. RETIRE BY ROTATION AND SUBSEQUENT RE- APPOINTMENT:

Mr. ABHISHEK BHUTORIA (DIN: 07263523), is liable to retire by rotation at the ensuing AGM in accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment.

Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The Board recommends his re-appointment.

31. DISCLOSURE UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments w h i c h can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

32. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.

33. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility, and hence CSR is not applicable to the Company.

34. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

35. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

36. 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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

37. OBSERVATIONS IN SECRETARIAL AUDITORS REPORT:

1. The Company has not maintained the record of the MSME creditors and due to which the company has not Filed Form MSME-1 with Registrar of Companies as per Section 9 of the Micro, Small and Medium Enterprise Development (MSMED) Act, 2006.

2. BOARDS COMMENT ON THE SECRETARIAL AUDITORS REPORT:

1. The Management has taken the suitable measures to taken care that creditors are MSME Registered or not, but the Management not received the appropriate response from the Creditor regarding there MSME Registered Status, thus due to not having proper response the management is unable to maintain any suitable record.

2. The company has Mentioned a Internal Auditor of company in Point No. 18 of Director report.

The Company has appointed Mr. Avinash Appasaheb Saluke, as Internal Auditors of the Company. Considering very minimum financial transactions in the company just to meet the routine Administrative expenses, the Company has not appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company. The Board will appoint Internal Auditors as and when it deem fit and proper considering the adequate number of business, commercial operations and more financial transactions of varied nature.

3. We would like to inform you that the matter has been taken up on priority, and the Company is in the process of initiating all necessary actions to open the escrow demat account in compliance with applicable regulatory requirements. The Company is committed to ensuring full compliance and expects to complete the process without any undue delay.

38. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

	By order of the Board of Directors
	For, Gujarat Raffia Industries Limited
	Sd/-
	Pradeep Bhutoria
	Chairman & Managing Director
Date: 07th September, 2026
Place: santej	DIN: 00284808