Jakharia Fabric Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 19^th Annual Report together with the Audited Financial Statements of accounts of the Company for the Financial Year ended 31^st March, 2026.

COMPANIES SPECIFIC INFORMATION:

1. Financial Results:

The Companys financial performance for the year ended 31^st March, 2026 & 31^st March, 2025 are summarized below:

Particulars	2025-2026	2024-2025
Revenue from Operation	6419.81	6272.45
Other Income	37.93	149.05
Total Income	6457.73	6421.49
Expenses:
Cost of Material consumed	3133.43	2737.38
Change in Inventory	(56.25)	99.56
Employee Benefit	772.33	872.36
Finance Cost	62.53	108.90
Depreciation & Amortization Exp.	136.99	139.60
Other Expenses (including prior period expenses)	1941.99	2023.58
Total Expenses	5991.02	5981.38
Profit/ (Loss) Before Exceptional and Extra-ordinary items and Tax	466.71	440.11
Exceptional Items & Extra-ordinary items	(0.15)	-
Profit/ (Loss) Before Prior items and Tax	466.56	440.11
Prior Period Income / (expenses)	-	-
Net Profit / (Loss) Before Tax	466.56	440.11
Less: Tax Expenses
- Current Tax	(128.00)	(110.00)
- Excess/(short) Provision in earlier year	1.31	-
- Deferred Tax	(5.80)	(2.59)
Net Profit / (Loss) After Tax	334.08	327.52
- Earnings per share
Basic	2.74	8.06
Diluted	2.74	8.06

2. Operational performance:

Your d irectors inform the members that the financial year 2025-2026 was favorable.

The Total income during the year has increased by 0.56% i.e. from 6421.49 Lakhs to 6457.73

Lakhs over the last year and the total expenditure of the company is stood at 5991.02 Lakhs.

The Net Profit of the Company has increased by 2% as compared from 327.52 Lakhs in previous year to 334.08 Lakhs in the current year.

The 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 Net Profit of 334.08 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, 2026. (Previous year NIL).

5. Capital Structure:

The Capital Structure of the Company as on 31.03.2026 is as follows:

The Authorized Share Capital of the Company is 13,00,00,000 (Rupees Thirteen Crore) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of 10/- (Rupees Ten) each.

During the year under review, the Authorized Share Capital of the Company was increased from 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) Equity Shares of 10/- each, to 13,00,00,000/- (Rupees Thirteen Crore only) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of 10/- each. The approval of the shareholders for this increase in authorized capital was obtained by way of an ordinary resolution passed at the 18^th Annual General Meeting of the Company held on 30^th September, 2025.

The Issued, Subscribed & Paid-up Capital of the Company is 12,19,14,900 (Rupees Twelve Crore Nineteen Lakh Fourteen Thousand Nine Hundred only) divided into 1,21,91,490 (One Crore Twenty One Lakh Ninety One Thousand and Four Hundred and Ninety) Equity Shares of 10/- (Rupees Ten) each fully paid up.

During the year under review, the shareholders of the Company approved the issue of bonus shares by way of an Ordinary Resolution passed at the 18^th Annual General Meeting held on 30^th September, 2025. Pursuant to this approval, the Company allotted 81,27,660 bonus Equity Shares of 10/- each on 9^th October, 2025. Consequently, the Issued, Subscribed, and Paid-up Capital of the Company increased from from 4,06,38,300 (Rupees Four Crore Six Lakh Thirty-Eight Thousand Three Hundred only) divided into 40,63,830 (Forty Lakh Sixty-Three Thousand Eight Hundred Thirty) Equity Shares of 10/- (Rupees Ten) each fully paid up to 12,19,14,900 (Rupees Twelve Crore Nineteen Lakh Fourteen Thousand Nine Hundred only) divided into 1,21,91,490 (One Crore Twenty One Lakh Ninety One Thousand and Four Hundred and Ninety) each fully paid up

Buy Back of securities:

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

Sweat Equity:

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

Bonus Shares:

During the year under review, the Company issued and allotted 81,27,660 (Eighty-One Lakh Twenty-Seven Thousand Six Hundred and Sixty) fully paid-up Equity Shares of 10/- (Rupees Ten only) each as Bonus Shares in the ratio of 2:1, i.e., 2 (Two) new fully paid-up equity shares of 10/- each for every 1 (One) existing fully paid-up equity share of 10/- each, to the eligible shareholders whose names appeared in the Register of Members / Beneficial Owners as on the record date.

The issuance of Bonus Shares was recommended by the Board of Directors and subsequently approved by the shareholders of the Company by passing an Ordinary Resolution at the 18^th Annual General Meeting held on 30^th September, 2025.

The Board of Directors allotted the said Bonus Shares at its meeting held on 9^th October, 2025. Consequent to the allotment of Bonus Shares, the paid-up Equity Share Capital of the Company increased from 4,06,38,300/- (comprising 40,63,830 Equity Shares of 10/- each) to 12,19,14,900/- (comprising 1,21,91,490 Equity Shares of 10/- each).

Employees Stock Option Plan:

The 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:

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.

7. Change in nature of business:

There 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:

During the last financial year, M/s. Jakharia Industries (a partnership firm) ceased to be an Associate Company of the Company. The Company retired as a partner from the said partnership firm with effect from 30th June, 2024. Consequently, to complete the disposal of the investment, the Company sought and obtained the approval of the shareholders in the 17^th Annual General Meeting held on 30th September, 2024. Accordingly, M/s. Jakharia Industries is no longer an associate entity of the Company for the financial year 2025-26 onwards."

Other than the cessation mentioned above, the Company does not have any Subsidiary Company, Associate Company, or Joint Venture Company, and no other entity has become or ceased to be a subsidiary, associate, or joint venture during the financial year under review.

10. Extract of Annual Return:

Kindly Take Note that the Annual Return is available on the website of the Company on www.jakhariafabric.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:

The 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 d ischarge their functions effectively.

II. Board Independence:

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

(i) Mr. Mukul Vora

(ii) Mr. Ajitsingh Arjun Ghorpade* (iii) Mr. Jawahar Desai (iv) Mr. Ronak Mistry**

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

** Mr. Ronak Mistry appointed on 1^st May, 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 2025-26.

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, Mr. Nitin K. Shah (DIN: 01869318), Managing 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

During the year there are following changes in Directors:

Particulars	Date of Event
1. Appointment of Mr. Ronak Mistry as Additional Director (Independent director)	1st May, 2025
2. Resignation of Mr. Ajitsingh Ghorpade from the post of Independent Director	1st May, 2025
3. Regularisation of Additional Director Mr. Ronak Mistry as Independent Director	30th September, 2025

VI. Meetings and Attendance of the Board:

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors Meetings of the Board are held at the Registered Office. The Agenda of the Board meetings is circulated at least a week prior to the date of the meeting. The 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 10 (Ten) times in the Financial Year 2025-26. The maximum interval between any two meetings did not exceed 120 days. Attendance of each director in board meeting as follows:

Date of Meeting	Board Strength	No. of Directors Present
01.05.2025	5	5
09.05.2025	5	5
30.05.2025	5	5
05.08.2025	5	5
12.08.2025	5	5
06.09.2025	5	5
09.10.2025	5	5
14.11.2025	5	5
22.01.2026	5	5
25.03.2026	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, 2026 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The 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:

The Policy 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.jakhariafabric.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 R equirements) Regulations, 2015, the Nomination and Remuneration Committee has laid d own 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 1^st May, 2025 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, 2026, 4 (Four) Audit Committee Meetings were held on the following dates:

(1) 30.05.2025 (2) 06.09.2025 (3) 14.11.2025 (4) 22.01.2026

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

Name	No. of meeting entitled to attend	No. of meetings attended during the year
Mr. Mukul Vora -Independent Director (Chairperson)	4	4
Mr. Ronak Mistry - Independent Director (Member)	4	4
Mr. Nitin Shah Managing Director (Member)	4	4

II. Nomination and Remuneration Committee:

The Company has reconstituted the Nomination and Remuneration Committee on 1^st May, 2025 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.com.

During the financial year ended 31st March, 2026,

4 (Four) Nomination and R emuneration Committee Meetings were held on the following dates:

(1) 01.05.2025 (2) 06.09.2025 (3) 14.11.2025 (4) 22.01.2026

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

Name	No. of meeting entitled to attend	No. of meetings attended during the year
Mr. Jawahar Desai- Independent Director (Chairperson)	4	4
Mr. Mukul Vora- -Independent Director (Member)	4	4
Mr. Ronak Mistry - Independent Director (Member)	4	4

III. Stakeholders Relationship Committee:

The Company has reconstituted the Stakeholders Relationship Committee on 1^st May, 2025 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.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, 2026 4 (Four) Stakeholders Relationship Committee Meetings were held on the following dates:

(1) 30.05.2025 (2) 06.09.2025 (3) 14.11.2025 (4) 22.01.2026

The Stakeholders R elationship Committee comprises the following Directors:

Name	No. of meeting entitled to attend	No. of meetings attended during the year
1 Mr. Mukul Vora -Independent Director (Chairperson)	4	4
2 Mr. Jawahar Desai- Independent Director (Member)	4	4
3 Mr. Ronak Mistry - Independent Director (Member)	4	4

IV. Corporate Social Responsibility (CSR) Committee:

The Company has reconstituted the CSR Committee on 1^st May, 2025 in accordance with the provisions of section 135 of the Companies Act, 2013.

During the financial year ended 31st March, 2026,

2 (Two) Corporate Social R esponsibility Committee Meetings were held on the following dates: (1) 06.09.2025 & (2) 22.01.2026

The CSR Committee comprises the following Directors:

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

14. Corporate Social Responsibility:

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company for F.Y. 2025-2026, 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. V ] Shah & Co., Chartered Accountants, (Firm Registration No. 109823W), Mumbai, were appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 18^th Annual General Meeting, i.e., 30^th September, 2025, till the conclusion of the 23^rd Annual General Meeting to be held in the year 2030.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they holding a valid certificate 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. The Notes on financial statement referred to in the Standalone & Consolidated Auditors R eports are self-explanatory and d o not call for any further comments. The Standalone & Consolidated Auditors R eport d oes not contain any qualification, reservation, adverse remark or disclaimer.

16. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Company has appointed

M/s. Nagdev & Associates, Company Secretaries, Mumbai, [ICSI Membership No. FCS - F12214 & Certificate of Practice No. 19177], as the Secretarial auditors of the Company for a period of 5 (five) consecutive financial years commencing from 1^st April, 2025 upto March 31, 2030 to conduct Secretarial Audit of the Company.

The Secretarial Audit R eport issued for the financial year ended 31^st March, 2026, issued by

M/s. Nagdev & Associates, Secretarial Auditors is annexed herewith as Annexure IV to this report and the said report does not contain any qualification, reservation, adverse remark or disclaimer except as stated below:

Form MSME 1 for the period of 2025-26 is pending for filing with Ministry of Corporate Affairs.

Management Response:

The Company acknowledges that the filing of Form MSME-1 with the Ministry of Corporate Affairs for the period 2025 26 was pending as of the reporting date. The delay was primarily due to procedural and data reconciliation requirements. Management has taken note of the compliance obligation and has initiated corrective measures to ensure timely submission.

The Company remains committed to full compliance with statutory requirements under the Companies Act, 2013, and related rules. Steps have been taken to strengthen internal monitoring mechanisms so that future filings are completed within prescribed timelines.

Management confirms that the pending filing does not have any material impact on the financial statements of the Company for the year ended March 31, 2026.

17. Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read 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 2025-2026 ended on 31.03.2026. The 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 2025-26.

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 d irectors 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. The Company believes in “Zero Tolerance” against bribery, corruption and unethical d ealings/ behavior in any form and the Board has laid down certain d irectives 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.jakhariafabric.com

The Code lays 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 R egulation 15(2)(b) of SEBI (Listing Obligations and Disclosure R equirements) R egulations, 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 R equirements) 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:

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

23. Change in the nature of business:

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, 2026 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 Whistle 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, The Company has adopted a Whistle-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.jakhariafabric.com

26. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider Trading) R egulation, 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 d esignated employees of the Company. The 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 2025- 26.

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. The 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 non-business 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.

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

28. Meetings of the Members:

During the year under review 18^th Annual General Meeting of the Company was held on 30^th September, 2025.

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;

(iii) 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;

(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 R equirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as ‘Annexure- 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:

The 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. The 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, KMP 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:

All related party transactions that were entered during the financial year, were on the arms length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not required. All R elated Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Companys website at www.jakhariafabric.com

However, you may refer to R elated Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

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 under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

To prevent sexual harassment of women at work place, The 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 in 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.

39. Registrar and Share Transfer Agent:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer

Agent. The Corporate Office of Bigshare Services 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 2026, 1,20,71,493 equity shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 99.02% of the total issued, subscribed and paid-up capital of the Company as on that date. 1,19,997 equity shares are in physical form. The ISIN allotted to your Company is INE00N401018.

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 2025-2026.

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 e-mail 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. Acknowledgement:

The Board of Directors wish to express their grateful appreciation for assistance and cooperation received from various Departments of Central & 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 Shah

Chairman & Managing Director

DIN: 01869318

Place: Palghar

Date: 05.09.2026