Jagjanani Textiles Ltd

To,

Dear Shareholders,

Your directors have pleasure in presenting 27^th (Twenty Seventh) Annual Report on the business and operations of the Company and the accounts for the Financial Year ("F.Y.") ended on 31^st March 2024.

(Rs. In Lacs)

F.Y.2024 was challenging year for Textile industry in last few years with volatile macroeconomics, subdued demand and drop in realization. Even in this situation the Company witnessed volume growth that led to revenue from operations at Rs. 399.68 Lakh as against Rs. 11.71 Lakh for the F. Y. ended 31.03.2023.

There has been no change in businessof the Company.

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

During the period under review, there has been no transfer to of profits to the reserves.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company's website at https://www.jagjanani.com/

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

During the period under review, Open Offer for acquisition up to 40,56,000 (Forty Lakhs Fifty-Six Thousand) Fully Paid-Up Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) Each ("Equity Share"), representing the 26% (Twenty Six Percent) of the Voting Capital ("Offer Shares") of Jagjanani Textiles Limited (the "Target Company"), was made by Mr. Manojbhai J. Patel ("Acquirer I") and Mr. Avanishkumar Manojkumar Patel ("Acquirer II") (hereinafter collectively referred to as the "Acquirers") along with the PAC Mr. Surendra Shah pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011). The Offer opened on 19^th July 2023 and ended on 01^st August 2023. Accordingly new management of the Company inducted in the Company.

There isno significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

Your Company does not have any holding, subsidiary, associate or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

There were no mergers/acquisitions during the year.

The composition of the Board of Directors of the Company on 31^stMarch 2024 is as under:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Avanishkumar Manojkumar Patel (DIN: 02724940) Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re -appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

During the period under review, Mrs. Sonu Gupta and Mrs. Ila Sunil Trivedi have been appointed as Non-Executive Independent Director of the Company w.e.f. 30^th August 2023 and Mr. Avanishkumar Manojkumar Patel as Managing Director of the Company w.e.f. 09^thNovember 2023 .

During the period under review,Mr. S.G. Vyas , Managing Director of the company has retired as on 30.09.2023.

During the period under review, Mrs. Kavita Jain having (DIN: 01424171) and Mr. Rajesh C Shah having (DIN: 03125089) both Independent Directors has been resigned from post of directorship w.e.f. 30^th August 2023

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, the Separate Meeting of Independent Director of the company was held on 14^thFebruary 2024 .

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

*During the period under review, Mr. S.G. Vyas, Managing Director of the company has retired on 30.09.2023 and Mr. Avanishkumar Manojkumar Patel designated as Managing Director w.e.f. 09.11.2023.

**During the period under review, Mr. Nikhil Sharma resigned from the post of Company Secretary w.e.f. 15.02.2024 and Mrs. Shweta Amit Tolwani appointed as Company Secretary and Compliance officer w.e.f. 20.03.2024

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters. During the year, Seven Board meetings were convened and held on 29.05.2023, 11.08.2023, 30.08.2023, 04.09.2023, 09.11.2023, 14.02.2024, and 20.03.2024 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 31^st March, 2024 and of the Profit of the Company for the period ended on 31^st March, 2024.

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (‘IFC') and that such Internal Financial Controls are adequate and were operating effectively.

f) 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.

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://jagjananitextile.com.

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee's Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department. As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board. The Directors expressed their satisfaction with the evaluation process.

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013. In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following: The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-?-vis the annual budget achievement, individual's performance vis-?-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

The Company has constituted the respective committees applicable to the Company during the period under review. The details of the same is mentioned in the Corporate Governance Report. Further the Company has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors' Report is attachedwith the Financial Statements in this Annual Report.

M/s. Rajeshkumar P. Shah & Co, Chartered Accountants (ICAI Firm Registration No. 129110W)), Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the 26^th Annual General Meeting was held on 27^th September, 2023 to hold the office from conclusion of that meeting until the conclusion of the 31^st Annual General Meeting of the Company to be held in the year 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Utkarsh Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^stMarch 202 4is annexed tothis report as ‘ Annexure -A '. The Secretarial Auditor has made an observation and Board of Directors of your Company has already Complied on the respective Observations.

The Internal Auditor has carried out the internal audit for the reporting period.

During the year under review, no instance of fraud in the Company was reported by the Auditors.

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed. For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors. Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if anyw erereported to the Board. As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24. The details regarding the same is enclosed as ‘Annexure – B'.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure -C '.

The Report on Corporate Governance for F.Y. 2023-2024, as per Regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure -D .

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report isnot applicable to the Company .

The Company's Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.