Gratex Industries Ltd Directors Report

To,

The Members,

Your Directors have immense pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the financial year ended 31^st March, 2024 as compared to the previous financial year is summarized below:

PARTICULARS	As at 31st March, 2024	As at 31st March, 2023
Total Revenue	399.37	425.99
Finance Cost	1.08	1.26
Depreciation	13.22	12.51
Other Expenses	372.73	389.69
Profit/Loss before exceptional Item	12.34	22.53
Less: Extra-ordinary Items	0.00	0.00
Less: Deferred Tax Asset (Net)	(0.79)	(0.78)
Less: Current Tax	3.53	5.25
Less: Prior Year Tax	0.20	(0.72)
Profit/Loss during the year	9.40	18.78

The above figures are extracted from the Financial Statements prepared in accordance with the applicable accounting principles as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. PERFORMANCE REVIEW:

The overall income from Franchisee operations for 2023-24 stood at Rs. 18.24 Lakhs as compared to Rs. 18.65 Lakhs in 2022-23 & Warehousing Income for 2023-24 stood at Rs. 73.28 Lakhs as compared to Rs. 64.61 Lakhs in 2022-23. The total income of company for 2023-24 amounted to Rs. 399.37 Lakhs as compared to Rs. 425.99 Lakhs in 2022-23. Also there was a significant increase in the Companys digital printing sales, catalogue sales and modular furniture and profile sales.

The Companys total revenue has been decreased by 6.25% during the financial year 2023-24.

For the year ended 31^st March, 2024, the Company has achieved an overall Net Profit of Rs. 9.40 Lakhs as compared to Net Profit of Rs. 18.78 Lakhs in previous year.

3. DIVIDEND:

It is necessary for the Company to conserve resources to meet unexpected operational requirements and for future growth of the business of the Company. Considering this, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2024.

4. TRANSFER TO RESERVE:

Your Company has not transferred any amount to reserve during the year under review.

5. DEPOSITS:

During the financial year, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed / unpaid deposits as on 31^st March, 2024.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition:

As on 31^st March, 2024 the Board comprises of Five Directors, Two of whom are Non-Executive Independent Directors, One Managing Director, and Two Non-Executive Directors one of whom is also the Chief Financial Officer of the Company.

Mr. Baldevkrishan Ramrattan Sharma – Director (Non-Executive)

Mrs. Mona Pratap Menon – Director (Non-Executive)

Mr. Karan Baldevkrishan Sharma – Managing Director (Executive)

Mr. Prashant Sawant – Independent Director

Ms. Akanksha Bector – Independent Director

As on 31st March, 2024, Key Managerial Personnel of the Company are:

Mr. Karan Baldevkrishan Sharma – Managing Director

Mrs. Mona Pratap Menon – Chief Financial Officer

Ms. Neha Arora – Company Secretary and Compliance Officer

7. THE DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Mrs. Rekha Pradeep Nagori (DIN: 06945982) was retired from the Board on completion of her tenure as an Independent

Director of the Company with effect from close of business hours on 13^th August, 2023.

Ms. Akanksha Bector (DIN: 07876194) was appointed as an Additional Independent Director of the Company with effect from 14^th August, 2023 for a period of Five Years. Her appointment was approved by the Members of the Company as an Independent Director of the Company at the Thirty Ninth (39th) Annual General Meeting of the Members of the Company held on 26^th September, 2023.

Ms. Mona Pratap Menon (DIN: 00117025), the Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 that they meet the criteria of independence laid down there under.

9. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors appointed during the year 2023-24 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

10. COMMITTEES OF THE BOARD:

The Company has the following Three (03) Board level committees: (i) Audit Committee, (ii) Stakeholder Relationship Committee, and (iii) Nomination and Remuneration Committee.

The details with respect to the composition, terms of reference, number of Meetings held, etc. of these Committees are given in the report on Corporate Governance which forms part of the Annual Report.

11. MEETINGS:

During the year under review, 05 (Five) Meetings of the Board of Directors were held. Further details regarding the Meetings of the Board of Directors and Committees thereof are provided under the Corporate Governance Report annexed herewith.

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board has adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria for the determining qualifications, positive attributes and independence of an Independent Director and also the criteria for Performance evaluation of individual Directors, the Board as a whole and the Committees.

14. STATUTORY AUDITORS:

M/s Jayesh R. Shah & Co., Chartered Accountants, (Firm Registration No.: 104182W) were appointed as the Statutory Auditors of the Company at the 35^th Annual General Meeting held on 30^th September, 2019, to hold office until the conclusion of the 40^th Annual General Meeting to be held in the year 2024. M/s Jayesh R. Shah & Co.s tenure of 05 (Five) years as the Statutory Auditors concludes at this ensuing AGM.

The Board of Directors at its Meeting held on 08^th July, 2024 has recommended the appointment of M/s Harshal Doshi & Associates, Chartered Accountants, (Membership No.: 179613 and Firm Registration No.: 145606W), Peer Review Certificate No.: 016953 valid till 31^st May, 2027 as the Statutory Auditors of the Company for a term of Five years from conclusion of the 40^th Annual General Meeting until the conclusion of the ensuing 45^th Annual General Meeting of the Company to be held in the year 2029.

Pursuant to the Companies (Amendment) Act, 2017 there is no requirement of annual ratification of the Statutory Auditor of the Company vide Notification dated 07^th May, 2018. The provisions with respect to the annual ratification has been removed from the Companies (Audit and Auditors) Rules, 2014, as amended.

15. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, there have not been any instances of fraud and accordingly, the Auditors have not reported any frauds either to the Board or the Central Government under Section 143(12) of the Companies Act, 2013.

16. EXPLANATION OR COMMENTS TO AUDITORS REMARKS:

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Statutory Auditors Report for the financial year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is given in Form No.: AOC-2, as an Annexure-1. All the Transactions with the Related Parties that were entered into during the financial year were on arms length basis and were in the ordinary course of Companys business.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Approval of the Shareholders is also obtained, wherever necessary, in this regard.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JC & Associates, Practicing Company Secretary (Certificate of Practice Number: 12162) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board Report as an Annexure-2, a Secretarial Audit Report for the financial year 2023-24 submitted by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted Policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in the Managements Discussion and Analysis, which forms part of this Annual Report. 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 weaknesses in the design or operation were observed.

The details in the respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report as an Annexure-3.

20. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are made available on the Companys website i.e. on www.gratex.in.

21. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower / Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The details of the Policy are explained in the Corporate Governance Report, which forms part of the Annual Report and the Policy is hosted on the website of the Company at www.gratex.in.

22. RISK MANAGEMENT POLICY:

Risk Management Policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Companys risk management processes and controls.

23. INTERNAL AUDIT AND CONTROLS:

During the financial year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Internal Audit for the Financial Year 2023-24 was carried out by Mrs. Sujata Hodge.

Accordingly, the Internal Report was placed before the Board of Directors and Members of the Audit Committee in the Board Meeting and Audit Committee Meeting respectively.

Further, the Company has appointed Mrs. Sujata Hodge (Professional Consultant) as the Internal Auditor of the Company for carrying out the Internal Audit for the financial year 2024-25. The appointment was done in due compliance of the regulations laid down by the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

24. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the Financial Statements.

25. CASH FLOW STATEMENTS:

In conformity with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and requirements of the Companies Act, 2013, the Cash Flow Statements for the financial year ended 31^st March, 2024 is annexed here to as a part of the Financial Statements.

26. SHARE CAPITAL:

There was no change in the Authorized and Paid-up Share Capital of the Company during the financial year.

27. CORPORATE GOVERNANCE REPORT:

Pursuant to the provisions of the Regulation 27 of the Securities and Exchange of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

Pursuant to the provisions of the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations") a separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as an Annexure-4 to this Report.

28. STATE OF COMPANYS AFFAIR:

A detailed review of the state of the Companys affair, operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report i.e. Annexure-3, which forms part of this Report.

29. OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of provisions of Section 134(3) of the Companies Act, 2013, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Boards Report.

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

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company. However, one GST Appeal is pending which is related to financial year 2018-19.

32. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year, the Company did not undergo any change in the nature or type of business it conducts.

33. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary(ies), Joint Venture(s) or Associate Company(ies) as on financial year ended 31^st March, 2024.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

I. the steps taken or impact on conservation of energy: NIL;

II. the steps taken by the company for utilizing alternate sources of energy: NIL;

III. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

I. the efforts made towards technology absorption:

a) A new 10 colour digital printing machine added of world renowned manufacturer Epson replacing the existing 4 colour one.

b) Also added two new high end Apple machines.

II. the benefits derived like product improvement, cost reduction, product development or import substitution:

a) Being 10 colours, digital printing machine gives more vibrancy to our product range.

b) Two new high end Apple machines is used for the betterment of the speed and quality of our working.

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported: Digital Printing Machine, 2 Apple Machines b) the year of import: 2023 c) whether the technology been fully absorbed: Yes

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and

e) The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: Inflow: Nil and Outflow: Nil.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

According to the provisions of the Section 135 of the Companies Act, 2013, for every Company having net worth of rupees Five Hundred Crores or more or turnover of rupees One Thousand Crores or more or net profit of rupees Five Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee.

As the Company does not fulfill the above mentioned criteria therefore this Section is not applicable to the Company during the financial year.

36. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT

AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the Remuneration of each Director to the median Remuneration of the employees of the Company for the financial year:

Executive Director	Ratio to median Remuneration
Karan Baldevkrishan Sharma (MD)	2.67

a) The Median remuneration of Employees of the Company was Rs. 2.58 Lakh

b) For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

ii. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Name	Designation	% increase in remuneration in the financial year
Karan Baldevkrishan Sharma	Managing Director	11.63%
Neha Arora	Company Secretary	05.38%

iii. The percentage increase in the median Remuneration of employees in the financial year: 0.40%

iv. The number of Permanent Employees on rolls of the Company: 23

37. DIRECTORS RESPONSIBILITY STATEMENTS:

The Directors Responsibility Statements referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

I. in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed with no material departures;

II. 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 31^st March, 2024 and of the profit of the Company for the year ended on that date;

III. 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 and for preventing and detecting fraud and other irregularities;

IV. the Directors have prepared the annual financial statements on a going concern basis;

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

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

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees up to year 2024-25 to BSE Limited, where the Companys Shares are listed.

39. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013:

During the financial year, the requirement for maintaining Cost Records under Section 148 of the Companies Act, 2013, does not apply to the Company. This exemption is due to the Company not meeting the criteria specified in Table A and B of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") i.e. Secretarial Standard 1 and Secretarial Standard 2 respectively relating to Meeting of its Board, its Committees and the General Meeting.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

42. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Designated Employees in their business dealings and in particular on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have complied with the Code.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

44. 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:

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co–operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

By Order of the Board of Director
For Gratex Industries Limited
SD/-	SD/-
Baldevkrishan Ramrattan Sharma	Karan Baldevkrishan Sharma
Chairman Director	Managing Director
DIN : 00117161	DIN: 00117188
Place: Mumbai
Date: 08th July, 2024