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

FINANCIAL HIGHLIGHTS

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

STATE OF COMPANY’S AFFAIRS

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

ROAD AHEAD

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

DIVIDEND

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

UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVE

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

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

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

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

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

DEPOSITS

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

ANNUAL RETURN

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

NUMBER OF MEETING HELD DURING THE YEAR

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

COMPOSITION OF BOARD AND ITS COMMITTEE

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

STATUTORY AUDITORS

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

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

COMMENTS ON AUDITOR’S REPORT

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

COST AUDITOR

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

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

SECRETERIAL AUDITOR

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

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

a. Company has re-appointed M/s KSA & Co., Chartered Accountants, as Statutory
Auditors of the Company at the Annual General Meeting held on September 10,

2025 before the expiry of the his term as Statutory Auditors. The term of the said
Statutory Auditor was liable to expire at the ensuing Annual General Meeting to be
held for the year ended 31/03/2026 - The Board has taken necessary action for
regularization of appointment of statutory auditor in the Annual General
Meeting.

b. Company has not provided the confirmation for providing the SMS Facility to the
Shareholders as per SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 in
respect of evoting in Respect of the Annual General Meeting held on September 10,

2025 - The Board of Directors undertakes to ensure necessary compliance in
future.

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

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

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

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

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

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

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

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

LOANS, GUARANTEES AND INVESTMENT

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
directors and employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or Ethics Policy. The policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has

been posted on the website of the Company at www.boranagroup.in/uploads/reports/81 whistle-
blower-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ANNUAL EVALUATION

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

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

CORPORATE GOVERNANCE

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

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

With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of
energy, technology absorption and foreign exchange earnings and outgo are as per Annexure-4.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
has been provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any
member interested in obtaining a copy of the same may write to the Company Secretary at the
Registered Office of the Company.

CEO/ CFO CERTIFICATION

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

STATEMENT ON RISK MANAGEMENT

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

CODE OF CONDUCT

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

www.boranagroup.in/uploads/reports/82 code-of-conduct.pdf

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

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

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

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

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

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

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

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

FRAUD REPORTING

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

INSURANCE

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

RESEARCH & DEVELOPMENT

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

STATUTORY INFORMATION

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

CREDIT RATING

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

OTHER DISCLOSURES

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

CYBER SECURITY INCIDENT

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

CAUTIONARY STATEMENT

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

STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company has complied the provisions of the Act.

ACKNOWLEDGEMENT

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

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

Date: August 11, 2026 For and on behalf of the Board of Directors

Place: Surat

Mangilal Ambalal Borana

Chairman & Managing Director
DIN: 01091167