Your Directors have pleasure in presenting the 17^th Annual Report together with the Audited Financial
Statements of accounts of the Company for the Financial Year ended 31^st March, 2024.

COMPANIES SPECIFIC INFORMATION:

1. Financial Results:

The Company’s financial performance for the year ended 31^st March, 2024 & 31^st March, 2023 are
summarized below:

The Total income during the year has increased by

1.67% i.e. from Rs. 8734.50 Lakhs to Rs.
8880.27 Lakhs over the last year and the total
expenditure of the company is stood at Rs.
8734.88 Lakhs.

The Net Profit of the Company has drastically
increased by 115.49% as compared from Net Loss
of Rs. 217.34 Lakhs in the previous year to Net
Profit of Rs. 33.67 Lakhs in the current year.

The Company is operating only in one segment
i.e. processing of textile and there is no change in
the nature of the Business of the Company.

In accordance with section 136 of the Companies
Act, 2013, the audited financial statements are
available on www.jakhariafabric.com. These
documents will also be available for inspection
during working hours at the registered office of
your Company. Any member interested in
obtaining such document may write to the
Company Secretary and the same shall be
furnished on request.

3. Transfer to reserves in terms of
section 134 (3) (j) of the companies act, 2013:

During the year under review the company has
not transferred any amount to the general
reserves. The Profit of Rs. 33.67 Lakhs is
increased in the Reserve and Surplus Account for
the year under review.

4. Dividend:

The company has turned around its performance
during the current year. However, with the
intension to strengthen the financial position of
the company, no dividend out of profit is
recommended by the Board for the financial year
ended March 31, 2024. (Previous year NIL).

5. Capital Structure:

The Capital Structure of the Company as on
31.03.2024 is as follows:

The Authorized Share Capital of the Company is
Rs. 5,00,00,000 (Rupees Five Crore) divided into
50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each.

The Issued, Subscribed & Paid-up Capital of the
Company is Rs. 4,06,38,300 (Rupees Four Crore
Six Lakh Thirty-Eight Thousand Three Hundred

only) divided into 40,63,830 (Forty Lakh Sixty-
Three Thousand Eight Hundred and Thirty)
Equity Shares of Rs. 10/- (Rupees Ten) each fully
paid up.

Buy Back of securities:

The Company has not bought back any of its
securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity
Shares during the year under review.

Bonus Shares:

No Bonus Shares were issued during the year
under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option
Scheme to the employees.

6. Material changes between the date of
the board report and end of financial year:

Although executed amongst the family members,
but having a significant outcome, it is hereby
informed that on 30^th June, 2024, the family
members of the “Jakharia Group” entered into a
“Memorandum of Family Arrangement (MFA).
On receipt of this and to comply with the
requirement of regulation 30 & 30A of SEBI
LODR regulations, the company has intimated to
the stock exchange i.e. NSE.

The MFA was entered into, to separate the
ownership, control and management of the
Jakharia Group entities among each branch of the
shah family.

The significant terms of the MFA and the extent
and nature of impact on management or control
of the company has informed to the stock
exchange.

7. Change in nature of business:

There have been no material changes in the nature
of any business of the company during the
financial year under review.

8. Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status and
company’s operations in future:

During the year under review there has been no
such significant and material orders passed by the
regulators or courts or Tribunals impacting the
going concern status and company's operations in
future.

9. Subsidiaries, Associate companies &
Joint Ventures:

The details of Subsidiaries, Associate companies &
Joint Ventures are provided in Form AOC — 1 as
“Annexure — IV”

10. Extract of Annual Return:

Kindly Take Note that the Annual Return is
available on the website of the Company on
www.jakhariafabric.com.

11. Conservation of Energy, Technology
absorption and Foreign Exchange Earnings
and Outgo:

The 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,
is annexed herewith as "Annexure I".

12. Board of Directors, their meetings &
KMP(S):

I. Constitution of the Board:

The Board of directors comprise of total 9 (Nine)
Directors, which includes 3 (Three) Independent
directors. The Chairman of the Board is Promoter
and Executive Director. The Board members are
having varied experience in the relevant field of
the business activities of the Company, which
plays significant roles for the business policy and
decision-making process and provide guidance to
the executive management to discharge their
functions effectively.

II. Board Independence:

Our definition of 'Independence' of Directors is
derived from Regulation 16 of SEBI (LODR)
Regulations, 2015 and Section 149(6) of the
Companies Act, 2013. The Company is having
following independent directors:

(i) Mr. Mukul Vora

(ii) Mr. Ajitsingh Arjun Ghorpade

(iii) Mr. Jawahar Desai

As per provisions of the Companies Act, 2013,
Independent Directors were appointed for a term
of 5 (five) consecutive years and shall not be liable
to retire by rotation.

III. Declaration by the Independent Directors:

All the Independent Directors have given their
declaration of Independence stating that they meet
the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013.
Further that the Board is of the opinion that all
the independent directors fulfill the criteria as laid
down under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 during the year
2023-24.

IV. Directors liable to retire by rotation

In accordance with the provisions of the
Companies Act, 2013 and in terms of the Articles
of Association of the Company, Mr. NITIN
KESHAVJI SHAH (DIN: 01869318),

Director of the Company is liable to retire by
rotation at ensuing Annual General Meeting and
being eligible offers himself for re-appointment.

V. Changes in Directors & Key Managerial
Personnel

A. During the year there are following changes in
Directors:

B. Pursuant to the execution of Memorandum of
Family arrangement dated 30th June, 2024 and to
give effect to the same, the following directors
have tendered their resignation from the company
w.e.f. 5th September, 2024.

- Manekchand Panachand Shah

- Dixit Manekchand Shah

- Himatlal Panachand Shah

- Jignesh Himatlal Shah

VI. Meetings and Attendance of the Board:

The Board meets at regular intervals to discuss
and decide on company/business policy and
strategy apart from other Board business. The
notice of Board meeting is given well in advance
to all the Directors. Meetings of the Board are
held at the Registered Office. The Agenda of the
Board meetings is circulated at least a week prior
to the date of the meeting. The Agenda for the
Board and Committee meetings includes detailed
notes on the items to be discussed at the meeting
to enable the Directors to take an informed
decision.

The Board met 6 (Six) times in the Financial
Year 2023-24. The maximum interval between any
two meetings did not exceed 120 days. Attendance
of each director in board meeting as follows:

VII. Separate Meeting of Independent
Directors:

As stipulated by the Code of Independent
Directors under the Companies Act, 2013, a
separate meeting of the Independent Directors of
the Company was held on 31^st March, 2024 to
review the performance of Non-Independent
Directors (including the Chairman) and the entire
Board. The Independent Directors also reviewed
the quality, content and timeliness of the flow of
information between the Management and the
Board and its Committees which is necessary to
effectively and reasonably perform and discharge
their duties.

VIII. Company’s Policy on Directors’
Appointment and Remuneration:

The Policy of the Company on Directors'
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of a Director and other matters
provided under section 178(3), are uploaded on
company's website www.jakhariafahric.com.

IX. Annual Evaluation by the Board:

Pursuant to the provisions of the Companies Act,
2013 and Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Nomination and
Remuneration Committee has laid down the
criteria for evaluation of the performance of
individual Directors and the Board as a whole.
Based on the criteria the exercise of evaluation
was carried out through a structured process
covering various aspects of the Board functioning
such as composition of the Board and
committees, experience & expertise, performance
of specific duties & obligations, attendance,
contribution at meetings & Strategic perspectives
or inputs regarding future growth of company,
etc. The performance evaluation of the Chairman
and the Non-Independent Directors was carried
out by the Independent Director. The
performance of the Independent Directors was
carried out by the entire Board (excluding the
Director being evaluated). The Directors

expressed their satisfaction with the evaluation
process.

13. Committees of The Board:

The Company has following committees:

I. Audit Committee:

The Company has reconstituted the Audit
Committee on 30^th May, 2022 in accordance with
Section 177(1) of the Companies Act, 2013 and
Regulation 18 of the SEBI (LODR) Regulations,
2015. The details of which have been provided on
www.jakhariafabric.com. There has been no
instance where the Board of Directors had not
accepted any recommendation of the Audit
Committee.

During the financial year ended 31st March, 2024,
5 (Five) Audit Committee Meetings were held on
the following dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 18.10.2023
(4) 14.11.2023 (5) 13.03.2024

The Reconstituted Audit Committee comprises of
the following Directors of the Company:

II. Nomination and Remuneration
Committee:

The Company has reconstituted the Nomination
and Remuneration Committee on 30^th May, 2022
in accordance with section 178 of the Companies
Act, 2013 and the SEBI (LODR) Regulations,
2015, the details of which have been provided on
www.jakhariafabric.com.

During the financial year ended 31st March, 2024,
4 (Four) Nomination and Remuneration
Committee Meetings were held on the following
dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 14.11.2023
(4) 13.03.2024

The Reconstituted Nomination and Remuneration
Committee comprises of the following Directors
of the Company:

III. Stakeholders' Relationship Committee:

The Company has reconstituted the Stakeholders'
Relationship Committee on 30^th May, 2022 in
accordance with section 178 of the Companies
Act, 2013 and the SEBI (LODR) Regulations,
2015, the details of which have been provided on
www.jakhariafabric.com. The Committee
considers and approves various requests regarding
annual report and to redress complaints of the
shareholders.

During the financial year ended 31st March, 2024,
4 (Four) Stakeholders' Relationship Committee
Meetings were held on the following dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 14.11.2023
(4) 13.03.2024

The Reconstituted Stakeholders' Relationship
Committee comprises the following Directors:

IV. Corporate Social Responsibility (CSR)
Committee:

The Company has reconstituted the CSR
Committee on 30^th May, 2022 in accordance with
the provisions of section 135 of the Companies
Act, 2013.

During the financial year ended 31st March, 2024,
2 (Two) Corporate Social Responsibility

Committee Meetings were held on the following
dates:

(1) 07.09.2023 & (2) 13.03.2024

The Reconstituted CSR Committee comprises the
following Directors:

14. Corporate Social Responsibility:

The provisions of section 135 of the Companies
Act, 2013 is not applicable to your Company for
F.Y. 2023-2024, as the Company does not fall
under the criteria limits mentioned in the said
section of the Act. Hence, the Company has not
taken voluntary initiative towards any activity
mentioned for Corporate Social Responsibility

15. Statutory Auditor & Audit Report:

In terms of provisions of the Companies Act,
2013, at the 13th Annual General Meeting
(31.12.2020) of the Company, M/s. SHAH
SHROFF & ASSOCIATES, Chartered
Accountants, (Firm Registration No. 0128920W),
Mumbai, were appointed as Statutory Auditors of
the Company to hold the office from the
conclusion of the 13th annual general meeting till
the conclusion of 18th annual general meeting to
be held in the year 2025. They have confirmed

that they are not disqualified from continuing as
auditors of the company.

As required under Regulation 33(d) of the SEBI
(LODR) Regulation, 2015, the auditor has
confirmed that they holding a valid certificate
issued by the Peer Review Board of the Institute
of Chartered Accountants of India. Board is
pleased to inform that there is no such
observation made by the Auditors in their report
which needs any explanation by the Board. The
Notes on financial statement referred to in the
Standalone & Consolidated Auditors’ Reports are
self-explanatory and do not call for any further
comments. The Standalone & Consolidated
Auditors’ Report does not contain any
qualification, reservation, adverse remark or
disclaimer.

16. Secretarial Auditor:

The Board of Directors, on the recommendations
of the Audit Committee, of the Company, has
appointed M/s. Nagdev & Associates,

Company Secretaries, Mumbai, [ICSI Membership
No. FCS - F12214 & Certificate of Practice No.
19177], as the Secretarial Auditors of the
Company for the financial year 2023-2024.

The Secretarial Audit Report in Form No. MR-3
submitted by the said Secretarial Auditors, do not
contain any major adverse remarks and

qualifications, hence do not call for any further
explanation/s by the Company. The Secretarial
Audit Report in Form No. MR-3 submitted by the
said Secretarial Auditors, for the financial year
2023-2024 forms part of the Annual Report as
"Annexure V" to the Board's report.

Certification from Company Secretary in
Practice:

M/s. Nagdev & Associates, Practicing
Company Secretaries has issued a certificate
required under the Listing Regulations, Board of
the Company has been debarred or disqualified
from being appointed or continuing as director of
the Company by the SEBI/Ministry of Corporate
Affairs or any such statutory authority. The

the Board and specified employees in the course
of day-to-day business operations of the
Company. The Company believes in “Zero
Tolerance” against bribery, corruption and
unethical dealings/ behavior in any form and the
Board has laid down certain directives to counter
such acts. The Company has adopted a Code of
Conduct for all Directors and Senior Management
of the Company and same is hosted on the
website of the company i.e.
www.jakhariafabric.com

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 matters
relating to integrity in the work place, in business
practices and in dealing with stakeholders. The
Code gives guidance through examples on the
expected behavior from an employee in a given
situation and the reporting structure. All the
Board Members and the Senior Management
personnel have confirmed compliance with the
Code.

21. Corporate Governance:

The Company being listed on the EMERGE
Platform of National Stock Exchange of India
Limited and therefore pursuant to Regulation
15(2)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
Part C of Schedule V relating to compliance of
Corporate Governance is not applicable to the
Company. Further, The Company is not required
to comply with requirements as specified in Part E
of Schedule II pursuant to Regulation 27(1) SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and submitting Compliance
Report on Corporate Governance on quarterly
basis pursuant to Regulation 27(2) SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Hence no Corporate
Governance Report is required and therefor it is
not forming part of this Annual Report. It is
pertinent to mention that the Company follows

majority of the provisions of the corporate
governance voluntarily as a part of Good
Corporate Governance.

22. Industrial Relations:

During the year under review your Company
enjoyed cordial relationship with workers and
employees at all levels.

23. Change in the nature of business:

During the year under review there is no change in
the nature of the business and commercial
activities of the company.

24. Deposits:

During the financial year ended 31^st March, 2023
under review, the Company has neither invited
nor accepted any public deposits within the
meaning of Section 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 (as amended). As such,
no specific details prescribed in Rule 8(1) of the
Companies (Accounts) Rules, 2014 (as amended)
are required to be given or provided.

25. Vigil Mechanism / Whistle Blower
Policy:

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (9)
of the Companies Act, 2013 and the regulation 22
of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, The Company
has adopted a Whistle-Blower Policy for Directors
and employees to report genuine concerns and to
provide for adequate safeguards against
victimization of persons who may use such
mechanism. The details of the Vigil Mechanism
Policy has posted on the website of the Company
at www.jakhariafabric.com

26. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 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 details of the
Insider Trading Policy has posted on the website
of the Company at www.jakhariafabric.com

The Code requires Trading Plan, pre-clearance for
dealing in the Company's 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. However, there were no such instances in
the Company during the year 2023- 24.

27. Risk Management:

A well-defined risk management mechanism
covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation
process is in place. The objective of the
mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate
it. The mechanism works on the principles of
probability of occurrence and impact, if triggered.
A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and
non-business risks.

The Board of Directors of the Company and the
Audit Committee shall periodically review and
evaluate the risk management system of the
Company so that the management controls the
risks through properly defined network. Head of
Departments shall be responsible for
implementation of the risk management system as
may be applicable to their respective areas of
functioning and report to the Board and Audit
Committee.

The Company has not made Risk Management
Committee, but the Board of Directors and Audit
Committee is looking after the Risk Management
of the Company.

28. Meetings of the Members:

During the year under review 16^th Annual General
Meeting of the Company was held on 30.09.2023.

29. Directors’ Responsibility Statement:

Pursuant to the requirement under section
134(3)(C) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is
hereby confirmed that:

(i) in the preparation of the annual accounts, the
applicable Accounting Standards had been
followed along with proper explanation relating to
material departures;

(ii) the directors had 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 and loss of the
Company for the year ended for that period;

(iii) the directors had 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 had 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.

30. Management Discussion and Analysis
Reports:

As per Regulation 34 (e) read with schedule V of
Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
management Discussion and Analysis Report of
the Company for the year ended is set out in this
Annual Report as ‘Annexure- II’.

31. Particulars of Loans, Guarantees or
Investments made under section 186 of The
Companies Act, 2013:

Details of Loans (Secured or unsecured),
Guarantee provided in connection with any loan/s
availed and Investments pursuant to the section
186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) are given in the notes to
the Financial Statements.

32. Internal Control Systems:

The Company's internal control systems are
adequate and commensurate with the nature and
size of the Company and it ensures:

• Timely and accurate financial reporting in
accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely
maintenance and safety of its assets.

• Compliance with applicable laws, regulations and
management policies.

33. Internal Financial Control for financial
statements:

Your Company has an effective internal financial
control and risk-mitigation system, which are
constantly assessed and strengthened with
new/revised standard operating procedure. The
Company’s internal financial control system is
commensurate with its size, scale and complexities
of its operations.

34. Human Resources:

The Company treats its "Human Resources" as
one of its most important assets. Your Company
continuously invests in attraction, retention and
development of talent on an ongoing basis. The
Company thrust is on the promotion of talent
internally through job rotation and job
enlargement.

35. Ratio of the remuneration of each
director to the median employee's
remuneration and particulars of employees:

Pursuant to provision of section 197 of
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of
employees given in the ‘Annexure-III’.

During the year, none of the Directors, KMP and
Employees received remuneration in excess, in
accordance with the provisions of Section 197 of
the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Therefore, there is no
information to disclose in terms of the provisions
of the Companies Act, 2013.

36. Related Party Transactions:

All related party transactions that were entered
during the financial year, were on the arm's length
basis and were in the ordinary course of business
and do not attract the provisions of section 188 of
the Companies Act, 2013. Thus, disclosure in
form AOC-2 is not required. All Related Party
Transactions were placed before the Audit
Committee for approval. A policy on the related
party Transitions was framed & approved by the
Board and posted on the Company's website at
www.jakhariafabric.com

However, you may refer to Related Party
transactions, as per the Accounting Standards, in
the Notes forming part of financial statements.

37. Investors Education and Protection
Fund:

During the financial year 2023-2024 under review,
there were no amount/s which is required to be
transferred to the Investor Education and
Protection Fund by the Company. As such, no
specific details are required to be given or
provided.

38. Disclosures under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

To prevent sexual harassment of women at work
place, The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 has been notified on 9th
December 2013. The Company has zero tolerance
for sexual harassment at workplace in line with
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules there under for
prevention and redressal of complaints of sexual
harassment at workplace. During the year under
review, no complaints were received by the
Company relating to sexual harassment at
workplace. The Management of the Company
endeavors to provide safe environment for the
female employees of the Company.

39. Registrar and Share Transfer Agent:

The Company has appointed Bigshare Services
Private Limited as its Registrar and Share Transfer
Agent. The Corporate Office of Bigshare Services
Pvt. Ltd. situated at "Pinnacle Business Park,
Office No. S6-2, 6^th Floor, Mahakali Caves Road,
Next to Ahura Centre, Andheri East, Mumbai-
400093, Maharashtra.

40. Dematerialization of securities:

The Company's Equity Shares are admitted in the
system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on 31^st
March 2024, 40,23,831 equity shares

dematerialised through depositories viz. National
Securities Depository Limited and Central
Depository Services (India) Limited, which
represents whole 99.02% of the total issued,
subscribed and paid-up capital of the Company as
on that date. 39,999 equity shares are in physical
form. The ISIN allotted to your Company is
INE00N401018.