డైరెక్టర్ల నివేదిక Jay Kailash Namkeen Ltd.

Mar 31, 2025

Your Board of Directors (''Board'') is pleased to present the 04^th Board''s Report of JAY
KAILASH NAMKEEN LIMITED (''Company'') for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

Financial Particulars	For the year ended
	March 31, 2025	March 31, 2024
Revenue from operations	1502.42	1151.51
Other Income	0.00	15.24
Total revenues	1502.42	1166.76
Cost of Material Consumed	1502.47	948.21
Change in Inventories	(606.33)	(59.30)
Employee Benefit expense	75.01	51.64
Finance Costs	125.82	28.74
Depreciation and amortization expense	95.84	9.97
Other expenses	155.38	94.04
Total Expenses	1348.19	1073.32
Profit before tax	154.23	93.44
Current Tax	38.82	23.52
Deferred tax liability reversed/ Tax expense	6.08	0.19
Profit for the year	121.49	69.73

PERFORMANCE REVIEW:

During the period up to this report, revenue from operation of your company for the year
Rs.1502.42 Lakhs as against previous year of Rs.1151.51 Lakhs. Profit after tax for the
year was Rs.121.49 Lakhs as against previous year of Rs.69.73 Lakhs.

TRANSFER TO RESERVES:

During the period up to this report, your directors have decided to retain an amount of
Rs.121.49 Lakhs in the retained earnings.

DIVIDEND

The Company has decided to sustain the growth in line with the long-term growth
objectives of the company by retaining the profits and utilizing the same for opportunities
in hand, therefore the company does not recommend any dividend.

SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company is Rs.50,000,000/-
comprising of 50,00,000 Equity Shares of Rs.10/- each and Paid-Up Share Capital of the
Company is Rs.4,99,69,330/- comprising of 49,96,933 Equity Shares of Rs.10/- each.

Authorised Capital

During the year, there is no change in Authorized Share Capital of the Company.

Paid up Capital

The Paid-Up Share Capital of the Company is Rs.4,99,69,330/- comprising of 49,96,933
Equity Shares of Rs.10/- each as on 31^st March, 2025.

The company has filed Prospectus with the BSE Limited (SME Platform) and received in¬
principle approval as on March 07, 2024. The subscription period started on Thursday,
March 28, 2024, and closed on Wednesday, April 03, 2024 for all the applicants. A total of
16,33,600 Equity Shares of the Face Value of ?10/- each ("Equity Shares") at issue price
of ?73/- each per Equity Share (including a Share Premium of ?63/- per Equity Share),
consisting of Fresh Issue of 16,33,600 Equity Shares by the Company be and are hereby
allotted to the respective successful applicants in various categories. Your company is
listed on BSE LTD. (SME Platform) on April 08, 2024.

CHANGE IN NATURE OF BUSINESS

During the year, the Company has not changed its business or object and continues to be
in the same line of business as per the main object of the Company.

CHANGE IN REGISTERED OFFICE

During the year under review, the company has not changed its registered office.
SHIFTING OF FACTORY PREMISES

During the year, the factory premises of the company is shifted from Plot No. 7, R. K.
Industrial Zone-7, Rajkot - Ahmedabad Highway, At Kuchiyadad, Dist. Rajkot - 360023,
Gujarat to Survey No. 168/5, Kuvadava Road, Magharvada, Rajkot - 360023, Gujarat
w.e.f. December 12, 2024.

MATERIAL CHANGES AND/ OR COMMITMENTS THAT COULD AFFECT THE
COMPANY''S FINANCIAL POSITION, WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT

- The Registered Office of the Company is shifted from Deeva House, Fourth Floor,
Diwanpara 11/12 Corner, Rajkot - 360001, Gujarat to Plot No. 06, Vivekanand Main Road,
Opp Rmc Garden, Ground Floor, Rajkot - 360001, Gujarat vide resolution passed in the
Board Meeting held on June 26, 2025.

- A Company vide Board Meeting dated September 02, 2025, Authorize Mr. Neel Pujara,
Managing Director of the company to sell the Factory Situated at SURVEY NO. 168/5,
KUVADAVA ROAD, MAGHARVADA, RAJKOT - 360023, GUJARAT.

- A Company vide Board Meeting dated September 02, 2025, Authorise Mr. Neel Pujara,
Managing Director of the company to take on Lease the new factory and to transfer
Manufacturing Unit situated at SURVEY NO. 168/5, KUVADAVA ROAD, MAGHARVADA,
RAJKOT - 360023, GUJARAT to PLOT NO. 01 TO 15, PAIKI PLOT NO.02, R.K. INDUSTRIAL
ZONE - 2, REVENUE SURVEY NO. 256 PAIKI 32, VILLAGE - KUCHIYADAD, TALUKA -
KUVADAVA, RAJKOT - 360023, GUJARAT.

- Resignation of Mr. Mr. Rituraj Singh Solanki, CEO of the Company on September 02,
2025.

Except above, there are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which this
financial statement relates and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

The company has filed Prospectus with the BSE Limited (SME Platform) and received in¬
principle approval as on March 07, 2024. The subscription period started on Thursday,
March 28, 2024, and closed on Wednesday, April 03, 2024 for all the applicants. A total of
16,33,600 Equity Shares of the Face Value of ?10/- each ("Equity Shares") at issue price
of ?73/- each per Equity Share (including a Share Premium of ?63/- per Equity Share),
consisting of Fresh Issue of 16,33,600 Equity Shares by the Company be and are hereby
allotted to the respective successful applicants in various categories. Your company is
listed on BSE LTD. (SME Platform) on April 08, 2024.

Except above, there are no significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status and Company''s operations
in future.

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new initiatives to further align its HR policies to meet the
growing needs of its business. People development continues to be a key focus area of the
Company. The industrial relations in all the units of the Company remained cordial and
peaceful throughout the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 following persons are acting as directors and Key Managerial Personnel of the
Company:

Sr. No.	Name Of Director	Designation	Date Of Appointment	Date Of Cessation
1	Neel Narendrabhai Pujara	Chairman & Managing Director	30/06/2021	NA
2	Tulsi Neel Pujara	Whole Time Director	05/04/2022	NA
3	Mitul Vinodbhai Undhad	Non-Executive Independent Director	27/06/2022	NA
4	Pratikbhai Prabhudas Koyani	Non-Executive & Independent Director	19/12/2023	04/09/2024
5	Ashok Dipchandbhai Ghiya	Non-Executive Director	26/02/2024	26/06/2025
6	Hasmukhrai N Bhagdev	Additional Non¬ Executive Director	26/06/2025	NA
7	Kalpesh Harishbhai Palan	Additional Non¬ Executive & Independent Director	26/06/2025	01/08/2025
8	Anushree Vijay	Company Secretary And Compliance Officer	01/01/2023	NA

9	Tulsi Neel Pujara	Chief Financial Officer (CFO)	15/07/2022	NA
10	Rituraj Singh Solanki	Chief Executive Officer (CEO)	19/07/2023	02/09/2025
11	Raghuraj Miteshbhai Rupareliya	Additional Non¬ Executive & Independent Director	02/09/2025	NA

During the year, following changes has made in board of the company and key managerial
personnel:

- Mr. Hasmukhrai Bhagdev appointed in the company as an additional Non-Executive
Director of the company w.e.f. June 26, 2025

- Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

- Mr. Ashok Dipchandbhai Ghiya has resigned from the company w.e.f. June 26, 2025.

- Mr. Kalpesh Palan appointed as an Additional Non -Executive Independent Director of
the Company w.e.f. June 26, 2025 and has resigned from the company w.e.f. August

01, 2025.

- Mr. Raghuraj Miteshbhai Rupareliya appointed as a Non-Executive Director of the
company w.e.f. September 02, 2025.

- Mr. Rituraj Singh Solanki, CEO of the Company has from the Company w.e.f. September

02, 2025.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Tulsi Neel
Pujara (DIN: 09560733), is liable to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible has offered himself for re-appointment.
Necessary resolution for his re-appointment is included in the Notice of AGM for seeking
approval of Members. The Directors recommended his re-appointment for your approval.
A brief resume and particulars relating to him is given separately as an annexure to the
AGM Notice.

REGULARIZATION FROM ADDITIONAL DIRECTOR TO DIRECTOR

- Mr. Hasmukhrai N Bhagdev, who were appointed as an Additional Non - Executive
Director of the company w.e.f. June 26, 2025 is proposed to regularize in the upcoming
Annual General Meeting and resolution relating to his regularization is included in the
Notice of this Annual General Meeting for seeking approval of the Members. A brief resume
and particulars relating to him is given separately as an annexure to the AGM Notice.

- Mr. Raghuraj Miteshbhai Rupareliya, who were appointed as an Additional Non -
Executive Director of the company w.e.f. June 26, 2025 is proposed to regularize in the
upcoming Annual General Meeting and resolution relating to his regularization is included
in the Notice of this Annual General Meeting for seeking approval of the Members. A brief
resume and particulars relating to him is given separately as an annexure to the AGM
Notice.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received
individual declarations from every Independent Director under Section 149(6) of the Act
and regulation 16(1)(b) the Listing Regulations confirming that they meet the criteria of
independence as prescribed under the Act and the Listing Regulations and are not
disqualified from continuing as Independent Directors and that they have registered

themselves as an Independent Director in the data bank maintained with the Indian
Institute of Corporate Affairs.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual Directors pursuant to the requirements of the Act and the
Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on January 23, 2025
during the year reviewed the performance of the Board, its Chairman and Non-Executive
Directors and other items as stipulated under the Companies Act, 2013 and Listing
Regulations.

The Company conduct familiarization and updation programs for independent directors on
need basis. Conducted by knowledgeable persons from time to time.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 09 (Nine) times during the financial year under review. The
details of the Board meetings are as under:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
1.	09-05-2024	5.	07-11-2024
2.	30-05-2024	6.	14-11-2024
3.	03-09-2024	7.	09-12-2024
4.	04-09-2024	8.	23-01-2025

The attendance of directors and KMP of the board meeting are as under:

Name of the Director / KMP	Designation	Attendance
		Entitled to Attend	Attended
Neel Narendrabhai Pujara	Chairman & Managing Director	08	08
Tulsi Neel Pujara	Whole Time Director	08	08
Mitul Vinodbhai Undhad	Independent Director	08	08
*Pratikbhai Prabhudas Koyani	Non-Executive & Independent Director	03	03
**Ashok Dipchandbhai Ghiya	Non-Executive Director	08	08
Rituraj Singh Solanki	Chief Executive Officer	08	08
Tulsi Neel Pujara	CFO	08	08
Anushree Vijay	Company Secretary	08	08

* Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

** Mr. Ashok Dipchandbhai Ghiya has resigned from the company w.e.f. June 26, 2025.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, the company has conducted 01 (One) Extra Ordinary
General Meeting of members on January 18, 2025.

DIRECTORS'' RESPONSIBILITY STATEMENT

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.

2. 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 and loss account of the company for that period.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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.

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

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not
required to comply with the requirement under Non-Banking Non-Financial Companies
(Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilising Cash Credit / Term Loan /
business loan facilities from the Bank and the company has been regular in payment of
interest as well as instalments as per schedule to Banks.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with
the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report under relevant headings.

COMMITTEES

Audit Committee

The Audit Committee of the Board of Directors is constituted to act in accordance with the
terms of reference and perform roles, as prescribed under the Act.

The composition of the Audit Committee and Meetings convened and held during the year
under review is given as under.

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mr. Neel Narendrabhai	Chairman cum Managing	Member
Pujara	Director

* During the period up to this Report, Mr. Pratikbhai Prabhudas Koyani has resigned from the
Company w.e.f. September 04, 2024.

The Audit Committee met 06 (Six) times during the financial year under review. The
details of the Audit Committee meetings are as under:

Sr. No.	Date of Audit Committee Meeting	Sr. No.	Date of Audit Committee Meeting
1.	09-05-2024	5.	14-11-2024
2.	30-05-2024	6.	09-12-2024
3.	04-09-2024	7.	18-01-2025
4.	07-11-2024

The attendance of members of the Audit Committee Meetings are as under:

Name of the Member	Status	Attendance
		Entitled to Attend	Attended
Mr. Mitul Vinodbhai Undhad	Chairman	07	07
Mr. Neel Narendrabhai Pujara	Member	07	07
*Mr. Pratikbhai Prabhudas Koyani	Member	02	02

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

During the year under review, all the recommendations of the Audit Committee were
accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted to act in accordance with the
terms of reference and perform roles, as prescribed under the Act. The composition of the
Nomination and Remuneration Committee and details of Meetings convened and held
during the year under review is given as under.

Name of the Member	Nature of Directorship	Designation in
		Committee
*Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
Mr. Ashok Dipchandbhai Ghiya	Non-Executive Director	Member

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

The Committee met 3 (Three) times during the year. The meetings were held on May 05,
2024, September 04,2024, & December 09,2024. The attendance of members of the
committee are as under:

Name of the Member	Status	Attendance
		Held	Attended
Mr. Mitul Vinodbhai Undhad	Member	3	3
*Mr. Pratikbhai Prabhudas Koyani	Member	1	1
Mr. Ashok Dipchandbhai Ghiya	Member	1	1

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.
Stakeholder'' / Investors Relationship Committee

The Company has in place a Shareholder / Investors Relationship Committee in accordance
with the requirements of the Companies Act, 2013 read with the rules made thereunder.
Composition of Stakeholder''/Investors Relationship Committee is given as under:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
* Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mrs. Tulsi Neel Pujara	Whole Time Director	Member

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

During the year under review, all the recommendations of the Audit Committee were
accepted by the Board.

The Committee met 1 (One) time during the year. The meetings were held on January 23,
2025. The attendance of members of the committee are as under:

Name of the Member	Status	Attendance
		Held	Attended
Mr. Mitul Vinodbhai Undhad	Chairman	1	1
Mrs. Tulsi Neel Pujara	Member	1	1
Mr. Pratikbhai Prabhudas Koyani	Member	1	1

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

AUDITORS
Statutory Audit

M/s K. P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W) were
appointed as the statutory auditors of the Company by the members at the Extra Ordinary
General Meeting held on January 18 ,2025 of the Company to fill the casual vacancy caused
by the resignation of M/s Kumbhat & Co. LLP, Chartered Accountants (FRN: 001609S), till
ensuing Annual General Meeting of the Company.

The Board of Directors of the Company ("the Board''), on the recommendation of the Audit
Committee ("the Committee''), recommended to the Members for reappointment of M/s K.
P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W), as a Statutory
Auditors of the Company for the year 2025-2026 to 2029-2030, for a term of five
consecutive years and to hold office till the conclusion of 09^th AGM.

M/s K. P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W), have
given their consent to act as the Statutory Auditors of the Company and have confirmed
that the said appointment, if made, will be in accordance with the conditions prescribed
under Sections 139 and 141 of the Act.

The Statutory Auditor has confirmed their eligibility and submitted the certificate that they
are not disqualified to hold the office of the Statutory Auditor.

Further, the Statutory Auditor of the Company have submitted Auditors'' Report on the
accounts of the Company for the accounting year ended March 31, 2025.

This Auditors'' Report is self-explanatory and no comments requires.

The Statutory Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Auditors'' Report for
the Financial Year ended March 31, 2025, does not contain any qualification, reservation
or adverse remark. Further the Auditors'' Report being self - explanatory does not call for
any further comments from the Board of Directors.

Secretarial Audit

As pursuant to provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 (''the Act''), read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 [including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force], after
recommendation of Nomination and Remuneration Committee and Audit Committee of the
company, the Company recommend to members to appoint M/s K.P. Ghelani & Associates,
Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term
of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries, has appointed as a Secretarial
Auditors of the Company by the Board of Directors in the Meeting to conduct the
Secretarial Audit of the Company for records for the year 2025-2026 to 2029-2030, for a
term of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries, was appointed as a Secretarial
Auditors of the Company for the Financial Year 2024-2025 and have submitted their Report
in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 and rules
made thereunder is attached herewith as Annexure IV.

This Secretarial Auditors'' Report is self-explanatory and no further comments requires.
Maintenance of Cost Record/Appointment of Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the
maintenance of the cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not required and accordingly such accounts and
records are not made and maintained. The Company has not appointed any Cost Auditor
during the year under review.

The Section 138 of the Companies Act, 2013 is applicable the company and he company
has complied the provision of the companies act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with Secretarial Standard on
Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arm''s
Length basis and in the Ordinary Course of Business. The disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is attached as Annexure- I forms part of this Report.

The details of the related party transactions for the financial year 2024-25 is given in notes
of the financial statements which is part of Annual Report.

The Company has formulated a Policy on materiality of related party transactions and
dealing with related party transactions, which is available on the website of the Company
and can be accessed through web link at https://www.jaykailashnamkeen.com/policies/

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company has not any Holding, Subsidiary, Associate Company and Joint Venture
Company.

PARTICULARS OF EMPLOYEE

The company has complied with the provision of the Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments pursuant to Section 186 of the
Companies Act, 2013 have been disclosed in the financial statements.

ADOPTION OF VARIOUS POLICIES

The company has adopted following policies:

Sr. No.	Name of Policy	Pursuant to Provision of
1	VIGIL MECHANISM & WHISTLE BLOWER POLICY	Section 177 of the Companies Act 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
2	RISK ASSESSMENT AND MANAGEMENT POLICY	Section 134(3) of the Companies Act, 2013 and Regulation 17(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
3	POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS	Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and

		Disclosure Requirements) Regulations, 2015
4	NOMINATION AND REMUNERATION POLICY	Section 178 of the Companies Act, 2013
5	ARCHIVAL POLICY	Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
6	POLICY ON SEXUAL HARASSMENT	Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
7	POLICY ON MATERIALITY EVENTS	Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
8	POLICY ON PRESERVATION OF DOCUMENTS	Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
9	CODE OF CONDUCT - POLICY	Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
10	INSIDER TRADING POLICY	Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
11	CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION	The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
12	FAMILIARISATION PROGRAMME policy	Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013
13	BOARD DIVERSITY POLICY	--
14	CORPORATE GOVERNANCE POLICY	SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013
15	POLICY AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OR SUSPECTED LEAK OF UPSI	Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
16	INTERNAL CONTROL FINANCIAL POLICY	Section 135 (5) (e) of the Companies Act, 2013
17	POLICY ON APPOINTMENT OF INDEPENDENT DIRECTOR	Section 149 of the Companies Act, 2023

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented a strong internal control framework to monitor the
effectiveness of internal controls. The Company''s independent internal auditor provides
the Audit Committee with an independent and reasonable level of assurance regarding the
adequacy and effectiveness of risk management, internal control business processes,
operations, financial reporting and compliance. The internal control framework is suitable
for the size, scope and complexity of the Company''s operations.

Your Company''s financial, operational and compliance controls are embedded in the
business processes. Additionally, the Risk Management Committee and the Board of
Directors assess the implementation of risk management and risk mitigation measures

through their review of potential risks which could impact the operations. This includes an
additional oversight in the area of financial risks and controls besides inherent risks
associated with the products dealt with by the Company. The major risks identified are
systematically addressed through mitigating actions on a continual basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute Corporate Social Responsibility Committee as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.

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

The Company has in place a Policy against Sexual Harassment at workplace in line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary
and trainees) are covered under this policy. No complaints were received by the Committee
during the year.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) of the Act, the extract of annual return is available on
the website of the Company atwww.jaykailashnamkeen.com.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Information relating to Conversion of energy, technology absorption and foreign
exchange earnings and outgoing as required pursuant to section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 provided
under "Annexure II".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section as a
"Annexure III" forming part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of Board of Directors
JAY KAILASH NAMKEEN LIMITED

Neel Pujara Tulsi Pujara

Managing Director Whole Time Director

DIN: 09221477 DIN: 09560733

Date: 02/09/2025
Place: Rajkot

---

Mar 31, 2024

Your Board of Directors (''Board'') is pleased to present the Third Board''s Report of JAY KAILASH NAMKEEN LIMITED (''Company'') for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

Rs. In Lakhs

Financial Particulars	For the year ended
	March 31, 2024	March 31, 2023
Revenue from operations	1151.51	979.99
Other Income	15.24	7.75
Total revenues	1166.76	987.74
Cost of Material Consumed	948.21	687.64
Change in Inventories	(59.30)	50.25
Employee Benefit expense	51.64	25.93
Finance Costs	28.74	07.61
Depreciation and amortization expense	9.97	13.44
Other expenses	94.04	86.42
Total Expenses	1073.32	871.29
Profit before tax	93.44	116.45
Current Tax	23.52	31.31
Deferred tax liability reversed/ Tax expense	0.19	(3.65)
Profit for the year	69.73	88.79

PERFORMANCE REVIEW:

During the period up to this report, revenue from operation of your company for the year Rs.1151.51 Lakhs as against previous year of Rs.979.99 Lakhs. Profit after tax for the year was Rs.69.73 Lakhs as against previous year of Rs.88.79 Lakhs.

TRANSFER TO RESERVES:

The Board of Directors of your Company propose to transfer of Rs.69.73 Lakhs to reserve. DIVIDEND

The Company has decided to sustain the growth in line with the long-term growth objectives of the company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommend any dividend.

SHARE CAPITAL

As on March 31, 2024, the Authorized Share Capital of the Company is Rs .50,000,000/-comprising of 50,00,000 Equity Shares of Rs.10/- each and Paid-Up Share Capital of the Company is Rs. 3,36,33,330/- comprising of 3,363,333 Equity Shares of Rs.10/- each.

Authorised Capital

During the year, there is no change in authorized share capital of the company.

Paid up Capital

During the Year, in pursuant to Section 62 (1) (c) of the Companies Act, 2013 and after passing the resolution in Extra- ordinary General meeting held on 30^th April, 2023, the Company has allotted 430,000 equity shares of face value of Rs.10/- each at a price of Rs. 42.51/- per share, upon the conversion of Unsecured loan of Rs. 18,279,300/- (Rupees One Crore Eighty Two Lakhs Seventy Nine Thousand Three Hundred Only).

CHANGE IN NATURE OF BUSINESS

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

CHANGE IN REGISTERED OFFICE AND FACTORY PREMISES

The administration office and factory of the company both are situated at Aji Vashahat GIDC A/15, Rajkot - 360003, Gujarat. From July 20, 2023, the Registered Office of the company is shifted from Aji Vashahat GlDC A/15, Rajkot - 360003, Gujarat to Deeva House, Fourth Floor, Diwanpara 11/12 Corner, Rajkot - 360001, Gujarat and factory of the company is shifted from Aji Vashahat GIDC A/15, Rajkot - 360003, Gujarat to Plot No. 7, R. K. Industrial Zone-7, Rajkot - Ahmedabad Highway, At Kuchiyadad, Dist. Rajkot - 360023, Gujarat.

MATERIAL CHANGES AND/ OR COMMITMENTS THAT COULD AFFECT THE COMPANY''S FINANCIAL POSITION, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT

Initial Public Offering

The directors are pleased to inform that the Initial Public Offer ("the IPO") of 1,633,600 Equity Shares of face value of Rs. 10/- (Rupee Ten Only) at a premium of Rs. 63/- (Rupees Sixty-Three Only) aggregating ? 1192.53 Lakhs. The issue was entirely a fresh issue of 1,633,600 Equity Shares by way of book-built process.

The Issue was opened on March 28, 2024 and closed on April 3, 2024. The trading of equity shares of the Company commenced on BSE Limited (SME Platform) on April 08, 2024.

Except above, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1	NEEL NARENDRABHAI PUJARA	Chairman & Managing Director	30/06/2021	NA
2	TULSI NEEL PUJARA	Whole Time Director	05/04/2022	NA
3	HASMUKHRAI N BHAGDEV	Non Executive Director	27/06/2022	26/02/2024
4	RAKESHBHAI DHIRAJLAL POPAT	Non executive Independent Director	27/06/2022	18/12/2023
5	MITUL VINODBHAI UNDHAD	Non executive Independent Director	27/06/2022	NA
6	PRATIKBHAI PRABHUDAS KOYANI	Non executive Independent Director	19/12/2023	04/09/2024
7	ASHOK DIPCHANDBHAI GHIYA	Non Executive Director	26/02/2024	NA
8	ANUSHREE VIJAY	Company Secretary and Compliance Officer	01/01/2023	NA
9	TULSI NEEL PUJARA	Chief Financial Officer (CFO)	15/07/2022	NA

10	RITURAJ SINGH SOLANKI	Chief	19/07/2023	NA
		Executive
		Officer (CEO)

During the year, following changes has made in board of the company and key managerial personnel:

- Mr. Rakeshbhai Popat has resigned from the company as a Non-Executive Independent Director of the company w.e.f. December 18, 2023.

- Mr. Hasmukhrai Bhagdev has resigned from the company as a Non-Executive Director of the company w.e.f. February 26, 2024.

- Mr. Pratikbhai Prabhudas Koyani appointed as a Non-executive Independent Director of the company w.e.f. December 19, 2023. Mr. Pratikbhai Prabhudas Koyani has resigned from the company as a Non-executive Independent Director w.e.f. September 04, 2024.

- Mr. Ashok Dipchandbhai Ghiya appointed as a Non-executive Director of the company w.e.f. February 26, 2024.

- Mr. Rituraj Singh Solanki appointed as a Chief Executive Officer (CEO) of the Company w.e.f. July 19, 2023.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Neel Pujara (DIN: 09221477), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1)(b) the Listing Regulations confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on 19^th March, 2024 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

The Company conduct familiarization and updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 18 (Eighteen) times during the financial year under review. The details of the Board meetings are as under:

05/04/2023	23/04/2023	04/05/2023	30/05/2023	30/06/2023	20/07/2023
14/08/2023	25/08/2023	10/10/2023	21/10/2023	18/12/2023	20/12/2023
27/12/2023	28/12/2023	29/12/2023	26/02/2024	12/03/2024	19/03/2024

The attendance of directors and KMP of the board meeting are as under:

Name of the Director / KMP	Designation	Attendance
		Entitled to Attend	Attended
NEEL NARENDRABHAI PUJARA	Chairman & Managing Director	18	18
TULSI NEEL PUJARA	Whole Time Director and CFO	18	18
HASMUKHRAI N BHAGDEV	Non-Executive Director	14	14
RAKESHBHAI DHIRAJLAL POPAT	Independent Director	9	9
MITUL VINODBHAI UNDHAD	Independent Director	18	18
PRATIKBHAI PRABHUDAS KOYANI	Independent Director	7	5
ASHOK DIPCHANDBHAI GHIYA	Independent Director	2	2
RITURAJ SINGH SOLANKI	Chief Executive Officer	13	13
ANUSHREE VIJAY	Company Secretary	18	12

- Mr. Rakeshbhai Popat has resigned from the company as a Non-Executive Independent Director of the company w.e.f. December 18, 2023.

- Mr. Hasmukhrai Bhagdev has resigned from the company as a Non-Executive Director of the company w.e.f. February 26, 2024.

- Mr. Pratikbhai Prabhudas Koyani appointed as a Non-executive Independent Director of the company w.e.f. December 19, 2023.

- Mr. Ashok Dipchandbhai Ghiya appointed as a Non-executive Director of the company w.e.f. February 26, 2024.

- Mr. Rituraj Singh Solanki appointed as a Chief Executive Officer (CEO) of the Company w.e.f. July 19, 2023.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, the company has conducted 04 (Four) general meeting of

members on 30^th April, 2023, 19^th December, 2023, 23^rd December, 2023 and 26^th February, 2024

Annual General Meeting

During the year under review, the company has conducted Annual General Meeting of members on 30^th September, 2023.

DIRECTORS'' RESPONSIBILITY STATEMENT

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. 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 and loss account of the company for that period.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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.

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

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilising business loan facilities from the Bank and the company has been regular in payment of interest as well as instalments as per schedule to Banks.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant headings.

COMMITTEES

Audit Committee

The Audit Committee of the Board of Directors is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Act. The composition of the Audit Committee and Meetings convened and held during the year under review is given as under.

Name of the Member	Nature of Directorship	Designation in
		Committee
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mr. Neel Narendrabhai	Chairman cum Managing	Member
Pujara	Director

* During the period up to this Report, your company has re-constituted an Audit Committee on December 20, 2023 due to resignation of Mr. Rakeshbhai Popat and appointment of Mr. Pratikbhai Koyani.

The Committee met 7 (Seven) times during the year. The meetings were held on April 30, 2023, August 14, 2023, October 10, 2023, December 20, 2023, December 28, 2023 and February 02, 2024, March 19, 2024 with the requisite quorum present for both the meetings. The attendance of members of the committee are as under:

Name of the Member	Status	Attendance
		Entitled to Attend	Attended
Mr. Mitul Vinodbhai Undhad	Chairman	7	7
Mr. Rakeshbhai Dhirajlal Popat	Member	3	3
Mr. Neel Narendrabhai Pujara	Member	7	7
Mr. Pratikbhai Prabhudas Koyani	Member	4	4

- Mr. Rakeshbhai Popat has resigned from the company as a Non-Executive Independent Director of the company w.e.f. December 18, 2023.

- Mr. Pratikbhai Prabhudas Koyani appointed as a Non-executive Independent Director of the company w.e.f. December 19, 2023.

During the year under review, all the recommendations of the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Act. The composition of the

Nomination and Remuneration Committee and details of Meetings convened and held during the year under review is given as under.

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mr. Ashok Dipchandbhai Ghiya	Non-Executive Director	Member

* During the period up to this Report, your company has re-constituted a Nomination and Remuneration Committee on December 20, 2023 due to resignation of Mr. Rakeshbhai Popat and appointment of Mr. Pratikbhai Koyani.

** During the period up to this Report, your company has re-constituted a Nomination and Remuneration Committee on February 26, 2024 due to resignation of Mr. Hasmukhbhai N Bhagdev and appointment of Mr. Ashok Dipchandbhai Ghiya.

The Committee met 2 (Two) times during the year. The meetings were held on December 18, 2023 and February 26, 2024, with the requisite quorum present for both the meetings. The attendance of members of the committee are as under:

Name of the Member	Status	Attendance
		Held	Attended
Mr. Rakeshbhai Dhirajlal Popat	Chairman	1	1
Mr. Mitul Vinodbhai Undhad	Member	2	2
Mr. Hasmukhrai Narottamdas Bhagdev	Member	2	2
Mr. Pratikbhai Prabhudas Koyani	Member	1	1
Mr. Ashok Dipchandbhai Ghiya	Member	1	1

- Mr. Rakeshbhai Popat has resigned from the company as a Non-Executive Independent Director of the company w.e.f. December 18, 2023.

- Mr. Pratikbhai Prabhudas Koyani appointed as a Non-executive Independent Director of the company w.e.f. December 19, 2023.

- Mr. Hasmukhrai Bhagdev has resigned from the company as a Non-Executive Director of the company w.e.f. February 26, 2024.

- Mr. Ashok Dipchandbhai Ghiya appointed as a Non-executive Director of the company w.e.f. February 26, 2024.

Stakeholder'' / Investors Relationship Committee

The Company has in place a Shareholder / Investors Relationship Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder. Composition of Stakeholder''/Investors Relationship Committee is given as under:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Mitul Vinodbhai Undhad	Independent Director	Chairman
Mr. Pratikbhai Prabhudas Koyani	Independent Director	Member
Mrs. Tulsi Neel Pujara	Whole Time Director	Member

* During the period up to this Report, your company has re-constituted a Stakeholder'' / Investors Relationship Committee on December 20, 2023 due to resignation of Mr. Rakeshbhai Popat and appointment of Mr. Pratikbhai Koyani.

The Committee met 1 (One) time during the year. The meetings were held on December 20, 2023, with the requisite quorum present for both the meetings. The attendance of members of the committee are as under:

Name of the Member	Status	Attendance
		Held	Attended
Mr. Mitul Vinodbhai Undhad	Chairman	1	1
Mrs. Tulsi Neel Pujara	Member	1	1
Mr. Pratikbhai Prabhudas Koyani	Member	1	1

- Mr. Rakeshbhai Popat has resigned from the company as a Non-Executive Independent Director of the company w.e.f. December 18, 2023.

- Mr. Pratikbhai Prabhudas Koyani appointed as a Non-executive Independent Director of the company w.e.f. December 19, 2023.

AUDITORS Statutory Audit

M/s Kumbhat & Co., Chartered Accountants were appointed as a Statutory Auditor of the company and to hold office till the conclusion of the Sixth Annual General Meeting. The Statutory Auditor has confirmed their eligibility and submitted the certificate that they are not disqualified to hold the office of the Statutory Auditor.

M/s Kumbhat & Co., Chartered Accountants, have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s Kumbhat & Co., Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors'' Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further the Auditors'' Report being self - explanatory does not call for any further comments from the Board of Directors.

Secretarial Audit

During the year under review, Secretarial audit was not applicable.

Maintenance of Cost Record/Appointment of Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required and accordingly such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

Internal Auditor

During the year under review, the provisions of appointment of an Internal Auditor was not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the year under review were on arm''s length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. During the year under review, all related party transactions were placed in the Audit Committee meeting for approval. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as ''Annexure- I'' forms part of this Report.

The details of the related party transactions for the financial year 2023-2024 is given in notes of the financial statements which is part of Annual Report.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link at https://www.jaykailashnamkeen.com/policies/

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company has not any Holding, Subsidiary, Associate Company and Joint Venture Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Information relating to Conversion of energy, technology absorption and foreign exchange earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 provided under "Annexure II".

PARTICULARS OF EMPLOYEE

As required 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, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-III, which is annexed hereto and forms part of the Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as a "Annexure IV" forming part of this Annual Report.

WEBSITE

During the reporting period, the Company was not a listed entity on any Stock Exchange. However, in compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely https://www.jaykailashnamkeen.com containing information about the Company.

ADOPTION OF VARIOUS POLICIES

The policy as required is adopted by the company and updated at the website of the company namely www.jaykailashnamkeen.com/policies.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented a strong internal control framework to monitor the effectiveness of internal controls. The Company''s independent internal auditor provides the Audit Committee with an independent and reasonable level of assurance regarding the adequacy and effectiveness of risk management, internal control business processes, operations, financial reporting and compliance. The internal control framework is suitable for the size, scope and complexity of the Company''s operations.

Your Company''s financial, operational and compliance controls are embedded in the business processes. Additionally, the Risk Management Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could impact the operations. This includes an additional oversight in the area of financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

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

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received by the Committee during the year.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) and 134(3)(a) of Companies Act, 2013 of the Act, the web address of the Annual Return of the Company is www.jaykailashnamkeen.com/annual-return.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of Board of Directors Jay Kailash Namkeen Limited

Sd/- Sd/-

Neel Narendrabhai Pujara Tulsi Neel Pujara Managing Director Whole Time Director

DIN: 09221477 DIN: 09560733

Date: 06.09.2024 Place: Rajkot