Jakharia Fabric Ltd Directors Report

Deal Members,

Your Directors have pleasure in presenting the 18^th Annual Report together with the Audited Financial Statements of accounts of the Company for the Financial Year ended 31^st March, 2025.

COMPANIES SPECIFIC INFORMATION:

1. Financial Results:

Tire Companys financial performance for the year ended 31^st March, 2025 & 31^st March, 2024 are summarized below:

Particulars	(Rs. In lakhs)
	2024-2025	2023-2024
Revenue from Operation	6272.45	8822.89
Other Income	149.05	57.39
Total Income	6421.49	8880.27
Expenses:
Cost of Material consumed	2737.38	4416.08
Change in Inventory	99.56	41.07
Employee Benefit	872.36	1530.45
Finance Cost	108.90	113.68
Depreciation & Amortization Exp.	139.60	152.68
Other Expenses (including prior period expenses)	2023.58	2480.92
Total Expenses	5981.38	8734.88
Profit/ (Loss) Before Prior items and Tax	440.11	145.39
Prior Period Income / (expenses)	(0.13)	(1.31)
Net Profit / (Loss) Before Tax	439.98	144.08
Less: Tax Expenses
- Current Tax	(110.00)	(56.50)
- Excess/ (short) Provision in earlier year	-	(3.89)
- Deferred Tax	(2.59)	(50.02)
Net Profit / (Loss) After Tax	327.39	33.67
Opening Balance of Profit & Loss A/c	(650.95)	(684.62)
Add: Profit/ (Loss) for the year	327.39	33.67
Closing Balance of Profit & Loss A/c	(323.56)	(650.95)
- Earnings per share
Basic	8.06	0.83
Diluted	8.06	0.83

2. Operational performance:

Tire total income during the year decreased because of the sale of Sarvali unit. This would be evident from the total income of Rs. 6421.49 lakhs as against Rs. 8880.27 lakhs for the last year. Despite this reduction, the profitability improved substantially. The Profit rose to Rs. 327.39 lakhs as against Rs. 33.67 lakhs during the corresponding previous year.

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

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

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

During the year under review the company has not transferred any amount to the general reserves. The Profit of Rs. 327.39 Lakhs is increased in the Reserve and Surplus Account for the year under review.

4. Dividend:

The company has turned around its performance during the current year. However, with the intension to strengthen the financial position of the company, no dividend out of profit is recommended by the Board for the financial year ended March 31, 2025. (Previous year NIL).

5. Capital Structure:

The Capital Structure of the Company as on 31.03.2025 is as follows:

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

The Issued, Subscribed & Paid-up Capital of the Company is Rs. 4,06,38,300 (Rupees Four Crore Six Lakh Thirty- Eight Pilous and Three Hundred only) divided into 40,63,830 (Forty Lakh Sixty- Pliree Thousand Eight Hundred and Pliiity) Equity Shares of Rs. 10/- (Rupees Ten) each fully paid up.

Buy Back of securities:

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

Sweat Equity:

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

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employees Stock Option Plan:

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

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

PL ere 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.

7. Change in nature of business:

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

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

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

9. Subsidiaries, Associate companies & Joint Ventures:

Pile details of Subsidiaries, Associate companies & Joint Ventures are provided in Form AOC — 1 as "Ann ex ure — IV"

10. Extract of Annual Return:

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I".

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

I. Constitution of the Board:

Tire Board of directors comprise of total 5 (Five) Directors, which includes 3 (Three) Independent directors. The Chairman of the Board is Promoter and Executive Director. The Board members are having varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence:

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

(i) Mr. Mukul Vora

(ii) Mr. Ajitsingh Arjun Ghorpade*

(in) Mr. Jawahar Desai

(iv) ilr. Rona kills try**

* Air. Ajitsingh Ghorpade resigned on 1^st May, 2025 as Non — Executive Independent Director.

** Air. Ronak Alistiy appointed on 1^st Alay, 2025 as Additional Director (Non - Executive Independent Director)

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

III. Declaration by the Independent Directors:

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Sejal Nitin Shah (DIN: 09519451), Director of the Company is liable to retire by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

V. Changes in Directors & Key Managerial Personnel

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

Sr No. Particulars	Date ofEvent
1. Appointment of Mrs. Sejal Nitin Shah as Executive director	25th April, 2024
2. Resignation of Mr. Jignesh H. Shah from the post of Executive Director	5th September, 2024#
3. Resignation of Mr. Dixit Shah from the post of Whole-time Director	5th September, 2024#
4. Resignation of Mr. Himatlal Shah from the pos t of Whole- time Director	M September, 2024#
5. Resignation of Mr. Manekchand Shah from the post of Whole-time Director	5th September, 2024#
7. Resignation of Mr. Vi jay Thakkar from the post of Company Secretary & Compliance Officer	6 th August, 2024
8. Appointment of Mr. Bhavin Waghela as Company Secretary & Compliance Officer	10th August, 2024

# The changes in directorship are pursuant to family settlement agreement dated 30th June•, 2024

B. The changes in the Board of Directors of the company are pursuant to the execution of Memorandum of Family arrangement dated 30th June, 2024.

VI. Meetings and Attendance of the Board:

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

The Board met 9 (Ninel times in the Financial Year 2024-25. The maximum interval between any two meetings did not exceed 120 dap. Attendance of each director in board meeting as follows:

Sr. no.	Date of Meeting	Board Strength	No. of Directors Present
i	01.04.2024	9	9
2	29.05.2024	9	9
3	19.07.2024	9	9
4	10.08.2024	9	9
5	05.09.2024	9	9
6	15.11.2024	5	5
7	19.11.2024	5	5
8	22.01.2025	5	5
9	25.03.2025	5	5

VII. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 31^st March, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. Tire Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

VIII. Companys Policy on Directors Appointment and Remuneration:

Tire Polity of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), are uploaded on companys website www.iakhariafabnc.com.

IX. Annual Evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole.

Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

13. Committees of The Board:

The Company has following committees:

I. Audit Committee:

The Company has reconstituted the Audit Committee on 15^th November, 2024 in accordance with Section 177(1) of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details of which have been provided on www.jakhariafabric.com. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee.

During the financial year ended 31st March, 2025, 5 (Five) Audit Committee Meetings were held on the following dates:

(1) 29.05.2024 (2) 05.09.2024 (3) 15.11.2024 (4) 19.11.2024 (5) 22.01.2025

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

Sr. No. Name	No. of meeting entitled to attend	No. of meetings attended during the year
1 Mr. Mukul Vora -Independent Director (Chairperson)	5	5
2 ^ilr. Jignesh Shah - Chairman & Executive Director (Member)	2	2
3 Mr. Ajitsingh Ghorpade- Independent Director ((Member)	5	5
4 *Mr. Jawahar Desai- Independent Director (Member)	5	5
5 **Mr. Nitin Shah — Managing Director (Member)	3	3

* Ceased to be a Member of Audit Committee ip.e.f. 15^th November, 2024

** Appointed as a Member of Audit Committee n>. ef 15^th November, 2024

II. Nomination and Remuneration

Committee:

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

Dining the financial year ended 31st March, 2025, 6 (Six) Nomination and Remuneration Committee Meetings were held on the following dates:

(1) 01.04.2024 (2) 29.05.2024 (3) 19.07.2024 (4) 05.09.2024 (5) 19.11.2024 (6) 22.01.2025

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

Sr. No. Name	No. of meeting entitled to attend	No. of meetings attended during the year
1 Mr. Mukul Vora- - Independent Director (Chairperson)	6	6
2 Mr. Ajitsingh Ghorpade- Independent Director ((Member)	6	6
3 Mr. Jawahar Desai- Independent Director (Member)	6	6

III. Stakeholders Relationship Committee:

Tire Company has reconstituted the Stakeholders Relationship Committee on 15^th November, 2024 in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the details of which have been provided on www.jakhariafabhc.com. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders.

During the financial year ended 31st March, 2025, 4 (Four) Stakeholders Relationship Committee Meetings were held on the following dates:

(1) 29.05.2024 (2) 05.09.2024 (3) 19.11.2024 (4) 22.01.2025

Tire Stakeholders Relationship Committee composes the following Directors:

Sr. No. Name	No. of meeting entitled to attend	No. of meetings attended during the year
1 Mr. Ajitsingh Ghorpade- Independent Director (Chairperson)	4	4
2 Mr. Jawahar Desai- Independent Director (Member)	4	4
3 *Mr. Himadal Panachand Shah - Director (Member)	2	2
4 **Mr. Mukul Vora -Independent Director (Member)	2	2

* Ceased to be a Member of Stakeholders ~Relationship Committee ip.e.f. 15^th November, 2024 **Appointed as a Member of Stakeholders Jdatioaship Committee ip.e.f IS*⁶ November, 2024

IV. Corporate Social Responsibility (CSR) Committee:

Die Company has reconstituted the CSR Committee on 15^th November, 2024 in accordance with the provisions of section 135 of the Companies Act, 2013.

During the financial year ended 31st March, 2025, 2 (Two) Corporate Social Responsibility Committee Meetings were held on the following dates:

(1) 05.09.2024 & (2) 22.01.2025

Die CSR Committee composes the following Directors:

Sr. No. Name	No. of meeting entitled to attend	No. of meetings attended during the year
1 Mr. Ajitsingh Ghorpade- Independent Director (Chairperson)	2	2
2 Mr. Mukul Vora -Independent Director /Member)	2	2
3 *Mr. Jignesh Shah -Chairman & Executive Director (/Member)	1	1
4 **Mr. Nitin Shah - Managing Director (/Member)	1	1

* Ceased to be a Member of CYR Committee ip.e.f 15^th November, 2024

** Appointed as a Member of CYR Committee iv.e.f 15^th November, 2024

14. Corporate Social Responsibility:

The provisions of section 135 of the Companies Act, 2013 is not applicable to youi Company foi F.Y. 2024-2025, as the Company does not fall under the criteria limits mentioned in the said section of the Act. Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility

15. Statutory Auditor & Audit Report:

M/s. SHAH SHROFF & ASSOCIATES, Chartered Accountants, (Firm Registration No. 0128920YP), Mumbai, were appointed as the Statutory Auditors of the Company at the 13¹*¹ Annual General Meeting i/AGM/) of the Company held on 31^st December, 2020 for a period of five years effective from the conclusion of the 13^th AGM of the Company up to the conclusion of the 18^th AGM of the Company. Hence, the tenure of

the existing Statutory Auditors of the Company would expire at the conclusion of the 18^th AGM of the Company.

As the term of M/s. SHAH SHROFF & ASSOCIATES, as the Statutory Auditors of the Company expires at the conclusion of 18^th AGM, the Board of Directors of the Company at their meeting held on 6^th September, 2025, based on the recommendation of the Audit Committee, has recommended to the Members, the appointment of M/ s. V J Shah & Co., Chartered Accountants, (Firm Registration No. 109823W), as Statutory Auditors of the Company, for a term of 5 (Five) consecutive years from the conclusion of 18^th AGM till the conclusion of the 23^rd AGM.

Accordingly, an Ordinary Resolution, proposing appointment of M/ s. V J Shah & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of Five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 18^th AGM of the Company.

Tire Company has received the written consent and a certificate that M/s. V J Shah & Co., Chartered Accountants, satis ty the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/ s. V J Shah & Co., is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It is primarily engaged in providing audit and assurance sendees to its clients.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they holding a valid certificate no. 021630 issued by the Peer Review Board of the Institute of Chartered Accountants of India. Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board. Tire Notes on financial statement referred to in the Standalone & Consolidated Auditors¹ Reports are

self-explanatory and do not call for any further comments. The Standalone & Consolidated Auditors¹ Report does not contain any qualification, reservation, adverse remark or disclaimer.

16. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nagdev & Associates, Company Secretaries, Mumbai, [ICSI Membership No. FCS - F12214 & Certificate of Practice No. 19177], to conduct the Secretarial Audit for the financial year 2024—25.

The Secretarial Audit Report in Form No. 1MR-3 submitted by the said Secretarial Auditors, do not contain any major adverse remarks and qualifications except

Observation 1: E-form MSME 1 for period 202425 were pending for filing with ^Ministry of Corporate Affairs.

Our reply : We acknowledge the delay in the filing of E-form MSME-1 for the period 2024—25. The same is currently under process and necessary steps are being taken to ensure its timely submission with the Inns try of Corporate Affairs. We are also taking measures to establish a more robust internal tracking mechanism to prevent such delays in the future.

Observation 2: As per section 128 of Companies act, 2013 read with niles companies (Accounts) Rules, 2014 — A company was required to maintain their accounting software with a built-in, audit trail feature for records all changes made to financial transactions. But no audit trail maintained for Tarapur Unit and Foxpro software for Saravali Unit.

Our reply : We acknowledge that the audit trail feature was not enabled/maintained in the accounting systems used at the Tarapur Unit and in

the FoxPro software used at the Saravali Unit. We are currently evaluating the feasibility of upgrading the FoxPro-based system and ensuring audit trail capability in all accounting software. For the Tarapur Unit, steps are already being initiated to implement an audit trail-compliant software in accordance with the prescribed rules.

We sincerely appreciate above observations and assure company^ commitment to continuous improvement in our compliance practices.

The Secretarial Audit Report m Form No. MR-3 submitted by the said Secretarial Auditors, for the financial year 2024-2025 forms part of the Annual Report as "Annexure V" to the Boards report.

Further, based on the recommendation of the Board of Directors, it is proposed to re-appoint M/s. Nagdev & Associates, Company Secretaries, Mumbai, [ICSI Membership No. FCS - F12214 & Certificate of Practice No. 19177], as the Secretarial Auditor of the Company from the conclusion of the 18^th Annual General Meeting (AGM) until the conclusion of the 23^k1 AGM, in accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, subject to shareholders¹ approval at the 18^th AGM.

Tire proposed Secretarial Auditor has furnished her written consent and confirmed her eligibility and non-disqualification under the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Certification from Company Secretary in Practice:

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

17. Internal Auditors:

Pursuant to Section 138 of the Companies Act,

2013 lead with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company is appointed M/s R M F & Co., Chartered Accountants, Mumbai, [ICAI Firm Registration No.-153788W], as the Internal Auditors of the Company for the financial year

2024-2025 ended on 31.03.2025. Tire Internal Audit Finding/s and Report/s submitted by M/s R M F & Co., during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

18. Cost Auditors:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company is not required to appoint cost auditor for the financial year 2024-25.

19. Disclosure for fraud against the company:

In terms of provision of section 134(3)(ca) of the Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee.

20. Code of Conduct:

Regulation 17(5) of the SEBI (LODR) Regulations,

2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day-to-day business operations of the Company. Tire Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings /

behavior in any form and the Board has laid down certain directives to counter such acts. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company i. e. www. j akhari afa brie. com

The Code lap down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

21. Corporate Governance:

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

22. Industrial Relations:

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

23. Change in the nature of business:

Except the material change inform in point no. 6 of this report, there is no change in the nature of the business and commercial activities of the company.

24. Deposits:

During the financial year ended 31^st March, 2025 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

25. Vigil Mechanism / Whistle Blower Policy:

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

26. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. Tire details of the

Insider Trading Policy has posted on the website of the Company at www.jakhariafabric.com

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2024- 25.

27. Risk Management:

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

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

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

28. Meetings of the Members:

During the year under review Extra-Ordinary General Meeting of the company was held on 25^th April, 2024 and 17^th Annual General Meeting of the Company was held on 30^th September, 2024.

29. Directors Responsibility Statement:

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

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

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended for that period;

(in) the directors had taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Management Discussion and Analysis Reports:

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Dsting Regulations"), the management Discussion and Analysis Report of

the Company for the year ended is set out in this Annua] Report as ‘Armexure- II.

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

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

32. Internal Control Systems:

Tire Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

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

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

• Compliance with applicable laws, regulations and management policies.

33. Internal Financial Control for financial statements:

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

34. Human Resources:

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

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

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

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

36. Related Party Transactions:

The particulars of contracts or arrangements entered into by the Company with its related parties as referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed with this Report as ‘Annexure VI¹.

During the year under review, all related party transactions entered into by the Company were on an arms length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee of the Company and placed before Board for information/ approval, as and when required.

37. Investors Education and Protection Fund:

During the financial year 2024-2025 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

38. Disclosures Pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefit Act, 1961

To prevent sexual harassment of women at work place, Tire Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. The Company has zero tolerance for sexual harassment at workplace m line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace. During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company. Also, your Bank is in compliance with the Maternity Benefit Act, 1961 as amended from time to time.

39. Registrar and Share Transfer Agent:

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

40. Dematerialization of securities:

The Companys Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^st March 2025, 40,23,831 equity shares dematerialised through depositories viz. National Securities Depository limited and Central Depository Sendees (India) Limited, which represents whole 99.02% of the total issued, subscribed and paid-up capital of the Company as on that date. 39,999 equity shares are in physical form. The ISIN allotted to your Company is INE00N4O1018.

41. Compliances of Secretarial Standards:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard -2 (SS- 2) on General Meetings, during the financial year 2024-2025.

42. Green Initiative:

Companies Act permits paperless compliance and as a measure of green initiative, we appeal to all those members who have not registered their email addresses so far are requested to register their email address in respect of electronic holding with their concerned Depository Participants and/ or with the Company.

43. Additional disclosure

During the year, pursuant to a Family Settlement Agreement dated SO¹¹¹ June, 2024, the Company has undertaken a reorganisation of certain business interests:

A. Hive-off of Bliiwandi Unit:

Die Bhiwandi Unit of the Company, engaged in textile processing, was hived off m favour of Jakharia Processors T.TP in accordance with the terms of the settlement.

All assets and liabilities of the said Unit, including plant & machinery, inventories, receivables, payables, and other related operations, were transferred at book values as on 30^thJune, 2024.

The operations of this Unit are reflected in the Companys accounts up to the effective date only.

B. Retirement from Partnership Firm

Tire Company retired from its partnership in Jakharia Industries with effect from 30^thJune, 2024.

Die Companys capital and current account balances in the Firm were duly settied through transfer/adjustment of assets in line with the family arrangement

No separate consideration for goodwill was paid or received.

C. Impact and Accounting Treatment

Both transactions were carried out as part of a bona fide family arrangement and have been accounted for at book values.

No profit or loss has been recognised on the transfer/retirement.

Die financial position of the Company remains strong, and the hive-off and retirement do not affect the going concern status of the Company.

Die Board confirms that all disclosures relating to related party transactions under Section 188 of the Companies Act, 2013 and AS 18 have been duly made in the financial statements.

44. Acknowledgement:

Die Board of Directors wish to express their grateful appreciation for assistance and cooperation received from various Departments of Centra] & State Governments and Banks during the year under review. Your directors also wish to place on record their appreciation for the committed services of all the associates and vendors of the Company.

By order of the Board of Directors For Jakharia Fabric Limited Sd/-

Nitin Shall

Chairman & Managing Director DIN: 01869318

Place: Palgliar Date: 06.09.2025