Dear Shareholders,

Your Directors take pleasure in presenting the 50th Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2023.

(Rs. in lakhs)

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Company is engaged in the business of manufacturing of jute products. Production during the year was 27,485 M/T compared to 18,333 M/T in the previous year which is higher by 49.92% than last year. The figures are not comparable as the production was affected due to suspension of work from 17.04.21 to 19.07.21 during the previous year. The Company has rented out its warehouses for generation of regular rental income and in the current year the Company has earned a sum of Rs. 360.24 lakhs as rent.

The Company during the year has made a net profit of Rs.275.41 lakhs compared to net profit of Rs. 16.95 lakhs in the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company and the Company continues to concentrate on its own business.

DIVIDEND

The Board has not recommended any dividend on equity shares of the Company for the financial year ended 31 st March, 2023 to conserve the resources for further Capital investment.

DEPOSITS

Your Company has not accepted any deposits during the year in terms of the Act. No deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve for the financial year under review.

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with IND AS issued by the Institute of Chartered Accountants of India for the financial year 2022-23 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31 st March, 2023.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of your Company is Rs. 6,38,21,510 (Rupees Six Crores Thirty Eight LacsTwenty One Thousand Five Hundred Ten) divided into 63,82,151 equity shares of Rs. 10/- each, fully paid up.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees'Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.

CONSERVATION OF ENERGY, RESEARCH &DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure - ‘A' as attached hereto and forming part of this Report.

i) Director - Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Manish Poddar (DIN:00283036), Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The Executive and non-executive Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) of the Companies Act, 2013, as applicable.

ii) Whole time- Key Managerial Personnel (KMP):

There is no change in the Key Managerial Personnel during the year. The present Whole-time Key Managerial Personnel of the Company are as follows:-

i. Mr. Manish Poddar - Managing Director

ii. Mr. Danveer Singhi - Company Secretary & Compliance Officer

iii. Mr. Praveen Kumar Ghorawat - Chief Financial Officer

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company's code of conduct policy on an annual basis.

Declaration by Independent Directors

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company conforming that he/she meets the criteria of independence as mentioned under section 149(6) of the Companies Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts 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 were operating effectively; and

vi. 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.

PARTICULARS OF EMPLOYEES AND MANAGERIALREMUNERATION

None of the Director or Employee has received remuneration exceeding limits as provided under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPANY'S WEBSITE

The website of your Company, www.gayatrigroup.co, has been designed to present the Company's businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director's &Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 has been uploaded.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company had been delisted from BSE Limited and The Calcutta Stock Exchange Ltd. with effect from 1st September, 2022. The Company is registered with both NSDL& CDSLfor holding the shares in dematerialized form.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee asconstituted under section 135 of the Companies Act, 2013 is in place and is functional under the Chairmanship of Mr. Manish Poddar. The other members of the Committee are Mr. Arun Kumar Jaiswal and Mrs. Pooja Bothra.

Pursuant to Section 135 of the Companies Act, 2013, in the financial year 2022-23, the Company do not fall under the criteria to spent any sum of money in CSR activities.

Hence, the no money is spent on the CSR activities during the year.

The present Statutory Auditors, M/s. V. Singhi & Associates (Firm Registration No. 311017E), Chartered Accountants, continue to hold the office of Auditors till the conclusion of AGM to be held for the Financial Year 2026-27

The observations, if any made by the Statutory Auditors in their Auditor's Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

Auditors' Qualification:

i. In respect of the non-provision of the liability on account of terminal benefits (gratuity) in accordance with IND AS 19 "Employees Benefit" amounting to Rs. 2,425.44 Lakhs (including Rs. 21.33 Lakhs for the year), in the financial statements, which constitutes a departure from, the Indian Accounting Standards prescribed in Section 133 of the Act and impact thereof in the financials of the Company.

As a consequence, the outstanding amount of the provisions on account of terminal benefits (gratuity) in the financial statrements is understated by Rs. 2,425.44 Lakhs including (Rs. 21.33 Lakhs for the year) as at 31 st March, 2023, and retained earnings under other equity is overstated by Rs. 2,425.44 Lakhs.

Managements Reply: The Board clarifies that the Company has been following the practice of charging the gratuity payment on cash payment basis for years together. Now as per IND AS the accrued liability for gratuity is also required to be provided in the books and this has become applicable to the Company. The company is in the process of preparing a comprehensive plan to make provision of the liability.

The other Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence do not call for any further explanation.

(ii) Cost Auditors:

The Company has received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s. B. Saha & Associates for his re-appointment as the Cost Auditors of the Company for the financial year 2023-24. The Board of Directors on recommendation of the Audit Committee has re-appointed M/s. B. Saha& Associates (Registration No. 100104), Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24 subject to approval of the remuneration by the Shareholders in the ensuing Annual General Meeting.

(iii) Secretarial Auditor:

The Board had appointed Miss Puja Pujari, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2023-24 under the provisions of section 204 of the Companies Act, 2013.

The report of the Secretarial Auditor for the F. Y. 2022-23 is enclosed as AnnexureB- MR-3 to this Board's Report.

The Company has received consent letter from Miss Puja Pujari, Practicing Company Secretary for her appointment as the Secretarial Auditors of the Company for the financial year 2023-24 and the Board has appointed her accordingly.

(iv) Internal Auditors:

The Board had appointed M/s.R. Dugar & Associates, Chartered Accountants, as the Internal Auditors of the Company to carry out the Internal Audit for the year 2023-24 under the provisions of section 138 of the Companies Act, 2013.

The Company has received consent letter from M/s. R Dugar & Associates, Chartered Accountants, for their appointment as the Internal Auditors of the Company for the financial year 2023-24 and the Board has appointed them accordingly.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given in the Annexure - ‘C' to this report. RELATED PARTY TRANSACTIONS:

All transaction entered with related parties during the financial year 2022-23 were on arm's length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 which may have potential conflict of interest with the Company at large. Hence disclosure in form AOC-2 is not required.

The necessary disclosures of the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy. The Company has not entered into any specific contract with related parties.

Since the Company has extended loans and advances in the nature of loan to firms/ Companies in which Directors are interested disclosure as per Para A of Schedule V is provided in Notes to the Accounts under ‘Related Party Disclosures'.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4(Four) times in the year 2022-23 and the maximum interval between two meetings did not exceed 120 days. The details of the Board meeting and attendance of the Directors are given in the Annexure-D to this Board's Report.

COMMITTEES OF THE BOARD :

As on March 31,2023 the Board had three Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee. A detail note on the Committee is provided in the Corporate Governance Report section of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises of two Non-Executive Independent Directors as on March 31,2023:-

•Mr. Arun Kuamr Jaiswal •Mrs. Pooja Bothra

RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

EXTRACTS OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in MGT-9 as required under section 92(3)&134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 for F.Y.- 2022-23 would be available at the website of the Company at www.aavatrigroup.co

LOANS, GUARANTEES AND INVESTMENTS:

The loan and investment made during the year under review is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

POST BALANCE SHEET EVENTS:

There are no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2022-23.

COST RECORDS:

The Company has maintained cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES:

The Company does not have any Subsidiaries / Associates / Joint Ventures during the financial year 2022-23 and thus disclosure under AOC-1 is not required.

SECRETARIAL STANDARDS:

Secretarial Standards, i.e. SS-1 ,SS-2 and SS-3 relating to ‘Meetings of the Board of Directors' ‘General Meetings' and Dividend, respectively, to the extent as applicable have been duly followed by the Company.

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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

INDUSTRIAL RELATIONS

The industrial relation during the year 2022-23 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

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

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Company's operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.