Equity Analysis

To,

The Members,

The Directors of your Company have pleasure in presenting their 36^th Annual Report together with Audited accounts of the Company for the year ended March 31, 2024.

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

During the year under review, The Company's turnover for the Financial Year 2023-24 is Rs. 1631.32 Lacs as against Rs. 1573.78 Lacs in the previous year. The profit after tax Rs. 382.29 Lacs includes Exceptional Gain of Rs. 303.04 (net of Tax) as against the profit after Tax Rs. 52.51 Lacs in the previous year.

Overall performance for the year is increase from previous year as sale has been increased slightly from the previous year. During the year, Company has disposed off its immovable property in FY 2023-24.

Your directors regret their inability to recommed dividend in order to conserve resources for future growth of the Company.

The whole profit after tax has been transferred to P&L surplus.

There was no change in the Company's share capital during the year under review. The Company's paid-up equity share capital as on March 31, 2024 remained at Rs. 43,871,000/- comprising of 4,387,100 equity shares of Rs. 10/- each.

The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

There is no change in nature of business of the Company during the Financial Year under review.

During the year Ten Board Meetings were convened and held. The details are given below. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

JATTASHANKAR INDUSTRIES LIMITED

The Board in conjunction with its committees ensures transparency, responsibility, and accountability with an aim to create long-term sustainable growth. All Directors are astute professionals coming from varied backgrounds possessing rich experience and expertise. The Board of Directors (the Board) holds a fiduciary position to promote the success of the Company for the benefit of its members. They are entrusted to direct, monitor and guide the Management towards building of such goals and objectives that guarantees effectiveness and enhancement of shareholder value and fulfils their aspirations.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Ankur Sharad Poddar (DIN: 03102299), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Mr. Jattashankar Poddar, Managing Director, Mr. Ankur Poddar, Chief Financial Officer and Mrs. Varsha Maheshwari, Company Secretary are the key managerial personnel of the Company.

During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013.

Your Company appointed Independent Directors who are renowned people having expertise/experience in their respective field/profession. In compliance with Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors have given a declaration that they meet the criteria of independence as provided under law. None of the Independent Directors are promoters or related to Promoters. The Non-executive Independent Directors have no pecuniary relationship or transactions with the Company in their personal capacity except for sitting fees drawn by them for attending the meeting of the Board and Committee(s) thereof and further do not hold two percent or more of the total voting power of the Company.

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly received by the Company

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation, in the specified manner, of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Compliance Committees.

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company's financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a NonExecutive Independent Director.

The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

The Audit Committee acts in accordance with the broad terms of reference specified by the Board of Directors in adherence to Section 177 of the Companies Act, 2013 (the ‘Act'). The scope of activities of the Audit Committee includes the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations, 2015

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

The role of NRC includes the areas laid out in Section 178of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its committees. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a NonExecutive Independent Director. During the year, The Company had received complaints and all Complaints had been Resolved.

Composition of Stakeholder's Relationship Committee of the Company:

During the year under review, the Independent Directors met on 24^th March, 2024 inter-alia, to discuss:

> Evaluation of the performance of Non independent Directors & the Board of Directors as whole;

> Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and non-executive directors.

> Evaluation of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively & reasonably perform its duties.

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism Policy' for Directors, Employees, and other Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a

mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on.

The Vigil Mechanism policy is available on the website of the Company at www.jsil.in.

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 will be placed on the website of the Company https://www.isil.in/ir-annual-return-and-extract-of-annual-return.php.

M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Firm Registration No. 111852W) were Reappointed as Statutory Auditors of the Company at the 34^th AGM held on 22^nd September, 2022, to hold office till the conclusion of ensuing 39^th AGM.

The Auditors have issued an unmodified opinion on the standalone Financial Statements for the financial year ended 31st March, 2024. The said Auditors' Report(s) for the financial year ended 31st March, 2024 on the financial statements of the Company forms part of this Annual Report.

The Auditors' Report on the financial statements of the Company form a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors' Report, which calls for any further comments or explanations. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

To conduct Internal Audit of the Company, The Company were appointed M/s Fogla Agarwal and Associates LLP as the Internal Auditor of the Company to conduct Internal Audit of the Company for FY 2023-24 in accordance with Section 138 of the Companies Act of 2013 read with Rule 13 of the Companies (Accounts) Rules of 2014.

The Internal Auditor of the Company directly reports to the Audit Committee for functional matters. The Audit Committee reviews internal audit report and internal control measures at its quarterly meetings. Company's internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has re-appointed Kala Agarwal, Practicing Company Secretary, COP no. 5356, to undertake the secretarial audit of the Company, As required under Section 204 (1) of the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is attached as Annexure - IV of this Board's Report.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and

There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

The Company does not have any subsidiary.

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3) (ca) of the Act.

The Company has formulated a policy on dealing with Related Party Transactions. The policy is placed on the website of the Company.

All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business and were placed before Audit committee for approval. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 2023-24. The disclosure of Related party transction in the note no 28 of the notes to the accounts of financial Statements.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

As required Under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 88 and Rule 8 (3) of Companies (Accounts) Rules, 14 and forming part of the report of the Directors. Annexure-I

The disclosure pertaining to remuneration and other details 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 is annexed to this Report as Annexure-III.

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However, this information is not sent along with this report pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company at jattashankarind@yahoo.com from their registered e-mail address.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmers at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as on 31st March, 2024.

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2023-2024 has been paid to the Exchange.

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

The relations between the employees and the Management have remained cordial and harmonious during the year under review.

The Company has formed a business risk management committee consisting of Mr. Jattashankar Poddar (Chairman), Mr. Udit Master Member, Mr. Sandeepkumar Modi, Mr. Sharad Poddar as members of the Committee.

During the year of review, company engaged in the process of Risk Management and evaluate the elements of business risk. The risk management framework defines the risk management approach of the company and includes periodic review of such and documentation, mitigating controls and reporting mechanism of risk.

In terms of the provisions of Regulation 34 of the Listing regulations, the Management's discussion and analysis report is annexed to the Annual report. (Annexure -II)

In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015 the Corporate Governance provisions are not applicable to your Company as the Paid-up Equity Share Capital of the Company is not exceeding Rs. 10 Crores and Net Worth of the Company is not exceeding Rs. 25 Crores as on the last day of previous financial year. Accordigly Corporate Governance Report, Certification from Practicing Company Secretary and Certification from CEO/CFO are not given in Annual Report.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the company's policies, safeguarding its assets, the prevention on detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The systems and operations are regularly reviewed by audit committee to ensure and review their effectiveness and implementation. The audit committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

In terms of Section 134(5) of the Companies Act, 2013 the directors would like to state that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

c) 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, customers, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff, and workers.

As required Under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 and Rule 8 (3) of Companies (Accounts) Rules, 2014 and forming part of the report of the Directors.

a) Company ensures that manufacturing operations are conducted in a manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) The total energy consumption as per prescribed Form ‘A' is as under: -

PART A POWER AND FUEL CONSUMPTION Electricity: --Silvassa

The Company has not absorbed or adopted any technology other than provided by the plant suppliers for manufacturing of texturizing, twisting of yarn.

The Company's Head Office (Mumbai) and factory (Silvassa) is connected with cloud computing system. The head office (Mumbai), Computer's softwares are updated with Office 365 for better and fast processing work.

Research and Development on improving the production process, yield and quality is ongoing exercise, Expenditure on Research and Development and its benefit is not separately quantified at present, since it is continuous exercise merged in the manufacture and quality and quality control activity.

During the year under review there was no foreign exchange earnings or outgoes.