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

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:

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:

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

- 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.

* 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:

- 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.

* 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:

- 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:

* 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:

- 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