To, The Members of JET KNITWEARS LIMITED
Your Directors hereby present the 30th Annual Report on the business and operations of Jet Knitwears Limited (the Company or JKL) along with the Audited Financial Statements for the Financial Year ended 31st March 2026.
The Companys standalone financial performance for the year ended 31st March, 2026 is summarized as below:
(In Lakhs)
| Particulars | 2025-2026 | 2024-25 |
| Total income | 2335.14 | 2817.47 |
| Earning before Finance Costs, Depreciation and amortization Expenses and Taxes | 161.56 | 215.37 |
| Less: Finance Cost | 115.24 | 116.63 |
| Less: Depreciation & Amortization Expenses | 37.94 | 43.59 |
| Profit/ Loss before Tax | 8.38 | 55.15 |
| Less: Tax Expense (including deferred tax and tax adjustment of earlier years) | 2.83 | 20.47 |
| Profit After Tax | 5.55 | 34.68 |
| Add: Balance of profit brought forward | 1182.25 | 1147.56 |
| Less: Appropriations | - | - |
| Transfer to General Reserve | - | - |
| Income Tax Adjustment (Net) | - | - |
| Balance at end of the Year | 1187.80 | 1182.25 |
Your Directors report that due to high volatility in market, steep increase in raw material prices and several other challenges, your Company faced some decline in sales and revenue as well as in net profits during the year under review. The major highlights pertaining to the business and operations of the Company for the year 2025-2026 are given below:
The Revenue from operations stood at 2335.14 Lakhs as against 2817.47 Lakhs in the previous year showing a decline of about 17.12%. The Profit before tax is 8.38 Lakhs as compared to 55.15 Lakhs in the previous year thereby showing the decline of about 84.81%. The EBITDA decreased to 161.56 Lakhs from 215.37 Lakhs in the previous year and thus showing a decline of about 24.98%. The Profit after tax for the year stood at 5.55 Lakhs as compared to 34.68 Lakhs for the previous year thereby showing a decline of about 84%. The Earning per Share has also decline to 0.13 as against 0.79 in the Previous Year.
Due to rising inflation in the country, the purchasing power of the consumers has been reduced significantly leading to stagnancy in demand in the market, especially for regional brands like us. Additionally, rise in the overall raw material consumption cost also impacted the industry and the Company could not increase the required selling price of the products as compared to increase in the cost of raw materials. Further, many international players are entering Indian market with fast fashion clothing and heavy advertising leading to decline in the overall market place for small and regional brands like us.
Your Company has taken measures for the growth and expansion of the business. We have expanded our clothing range and now we are not limited to just hosiery products and undergarments but we have also ventured into the market of new products such as sweat shirts, jackets denims & hoodies etc. which is a complete different segment in itself. This has resulted into the expansion of our product horizon, opening various doors of opportunities for the Company and thereby exposing our reach to wider market coverage. In addition to this, your company has tried to maintain balance of sales between the e-commerce and retail business.
Company does not have any Subsidiary / Associate Company. There were no Joint Ventures entered into by the Company during the financial year 2025-2026.
Keeping in view the current economic uncertainties, your directors consider it prudent to plough back the profits and not to recommend any dividend for the financial year 2025-2026.
The Company has not transferred any amount to its reserves, the details in respect of which can be verified from the audited financial statement forming part of this report.
During the year under review, there was no change in either Authorised or Paid-Up Share Capital of your Company.
The Board of Directors of the Company has an optimum composition of Executive, Non-Executive and Independent Directors in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. As on 31st March 2026, Board of Directors comprise of 6 Directors out of which 2 are Executive Directors, 1 is Non-executive Director, 1 is Non-Executive Non-Independent Woman Director and 2 are Non-Executive Independent Directors. All Independent Directors are eminent persons and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.
As on 31ST March 2026, the Board of Directors of the Company comprises of the following:
| Category | Name of Director |
| Executive Directors | Mr. Rakesh Kumar Narula |
| Mr. Anil Kumar Narula | |
| Non-Executive Director | Mr. Balram Kumar Narula |
| Non-Executive Non-Independent Woman Director | Mrs. Dinesh Parashar |
| Non-Executive Independent Director | Mrs. Avantika Mishra |
| Mrs. Deepika Agarwal |
i) Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai, Independent Directors, who were re-appointed at the 24th AGM held on September 30, 2020, for a second term of five consecutive years commencing from August 1, 2020, to July 31, 2025. The tenure of Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai completed on July 31, 2025.
ii) The appointment Mrs. Deepika Agarwal as an Additional Independent Director was ratified in the 29th Annual General Meeting held on 29th September 2025 for a term of five years w.e.f. 21st July 2025 till 20th July 2030.
iii) Mr. Anil Kumar Narula who served as Whole-Time Director completed his operational tenure on 30th March 2026 upon attaining 70 years of age. Consecutively as per Section 196(3)(a) read with Schedule V and other applicable provisions of the Companies Act 2013, based on the recommendation of Nomination and Remuneration committee and subject to the approval of Shareholders in the 29th AGM he is being reappointed and re-designated as Non-Executive Director of the Company for a period of three (3) years with effect from April 01, 2026 after the expiry of his term as Whole-Time Director of the Company.
The Company has received necessary declarations from all 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 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.
Changes in Directors / KMP:
Following persons are the Key Managerial Personnel of the Company as on March 31, 2026 pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:
i) Mr. Anil Kumar Narula - Whole-Time Director ii) Mr. Rakesh Kumar Narula - Whole-Time Director iii) Mr. Ankur Narula - Chief Financial Officer iv) Ms. Zenith Fatima - Company Secretary and Compliance Officer* (Resigned on 30th March 2026)
During the financial year ended 31st March, 2026, Ms. Zenith Fatima tendered her Resignation from the Office of Company Secretary and Compliance Officer on 30th March 2026. Subsequent to her resignation, Ms. Sukhleen Kaur was Appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 30th May 2026.
iv) Ms. Zenith Fatima - Company Secretary and Compliance Officer* (Resigned on 30th March 2026)
During the financial year ended 31st March, 2026, Ms. Zenith Fatima tendered her Resignation from the Office of Company Secretary and Compliance Officer on 30th March 2026. Subsequent to her resignation, Ms. Sukhleen Kaur was Appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 30th May 2026.
Retirement by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Anil Kumar Narula (DIN: 00274462), Non-Executive Director of the Company (w.e.f 1st April 2026) is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his re-appointment. The profile of the Director seeking reappointment is provided in the Notes to the Notice of the ensuing AGM of the Company under Point No. 20.
The Board of Directors met 8 times during the financial year 2025-26. The meetings were held on 28th April 2025; 14th May 2025; 29th May 2025; 21st July 2025; 01st September 2025; 14th November 2025; 20th February 2026; 26th March 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of each director in the respective Board Meetings is as follows:
| NAME of Directors/ Date of BOARD MEETING | BM 01/2025-26 | BM 02/2025-26 | BM 03/2025-26 | BM 04/2025-26 | BM 05/2025-26 | BM 06/2025-26 | BM 07/2025-26 | BM 08/2025-26 |
| 28th April 2025 | 14th May 2025 | 29th May 2025 | 21st July 2025 | 01st September 2025 | 14th November 2025 | 20th February 2026 | 26th March 2026 | |
| BALRAM K. NARULA | P | P | P | P | P | P | P | P |
| RAKESH K. NARULA | P | P | P | P | P | P | P | P |
| ANIL K. NARULA | P | P | P | P | P | P | P | P |
| RAMESH CHANDRA | P | P | P | P | NA | NA | NA | NA |
| ASHOK C. BAJPAI | P | P | P | P | NA | NA | NA | NA |
| DINESH PARSHAR | P | P | P | P | P | P | P | P |
| AVANTIKA MISHRA | P | P | P | P | P | P | P | P |
| DEEPIKA AGARWAL | NA | NA | NA | NA | P | P | P | P |
Further, the Independent Directors of the Company also met once during the year on 24th March, 2026; without the presence of other directors, to review the performance of all the directors and that of the Board as a whole.
The Company has constituted various committees for the smooth functioning of the Board. The composition of all Board Committees is in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of committees are as given below:
As on the financial year ended March 31, 2026; Audit Committee of the Company comprises of two Independent Directors and one Non-Executive Director with Chairman being an Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
During the Financial Year 2025-2026, Members of Audit Committee met 6 times. Audit Committee Meetings held on 28th April 2025, 14th May 2025, 29th May 2025, 01st September 2025, 14th November 2025 and 20th February 2026. The representatives of Statutory Auditors & Internal Auditors, Executives from Accounts & Finance Department are invited to the meetings of the Committee, as and when required. The Internal Auditor reports directly to the Committee. The Company Secretary acts as the Secretary of the Committee. The composition of Audit Committee as on March 31, 2026 and the details of Members attendance at the meetings of the Committee are as under:
| NAME OF MEMBERS | CATEGORY | MEETINGS ATTENDED | STATUS/EFFECTIVE DATE |
| Mr. Ramesh Chandra | Chairman (Independent Director) | 3 | Ceased to be Member/Chairman w.e.f 21st JULY 2025 |
| Mr. Ashok Chandra | Member (Independent Director) | 3 | Ceased to be Member/Chairman w.e.f 21st JULY 2025 |
| Mr. Balram Kumar Narula | Member (Non-Executive Director) | 6 | Member throughout the year |
| Mrs. Avantika Mishra | Chairman (Independent Director) | 3 | Designated as Chairman w.e.f. 21st July 2025 |
| Mrs. Deepika Agarwal | Member (Independent Director) | 3 | Appointed as Member w.e.f 21st July 2025 |
All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls. The Audit Committee was reconstituted by the Board at its meeting held on July 21, 2025, effective from the conclusion of that meeting pursuant to the Retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra
Bajpai on July 31, 2025. This was done to ensure regulatory compliance and a smooth transition of committee responsibilities.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and a Non-Executive Non-Independent Director with the Chairman being an Independent Director which meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.
The members of Nomination and Remuneration Committee met 3 times during the Financial Year 2025-26 on 21 st July 2025, 01 st September 2025, 26 th March 2026 .The composition of Nomination and Remuneration Committee as on March 31, 2025 and the details of Members attendance at the meeting of the Committee are as under:
| NAME OF MEMBERS | CATEGORY | MEETINGS ATTENDED | STATUS/EFFECTIVE DATE |
| Mr. Ramesh Chandra | Chairman (Independent Director) | 1 | Ceased to be Member/Chairman w.e.f 21 st JULY 2025 |
| Mr. Ashok Chandra | Member (Independent Director) | 1 | Ceased to be Member/Chairman w.e.f 21 st JULY 2025 |
| Mrs.Dinesh Parashar | Member (Non-Executive Director) | 3 | Member throughout the year |
| Mrs.Avantika Mishra | Chairman (Independent Director) | 2 | Designated as Chairman w.e.f. 21 st July 2025 |
| Mrs.Deepika Agarwal | Member (Independent Director) | 2 | Appointed as Member w.e.f 21 st July 2025 |
The Nomination and Remuneration Committee was reconstituted by the Board at its meeting held on July 21, 2025, effective from the conclusion of that meeting pursuant to the Retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai on July 31, 2025. This was done to ensure regulatory compliance and a smooth transition of committee responsibilities.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company comprises of three Members, out of which two are Independent Directors and one is Executive Director with Chairman being an Independent Director. The composition of the Committee meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.
During the Financial Year 2025-26, 4 Committee Meetings were held on 28 th April 2025,21 st July 2025,14 th November 2025,and 20 th February 2026. The composition of the Stakeholders Relationship Committee as on March 31, 2025 and the details of Members attendance at the meetings of the Committee are as under:
2025, effective from the conclusion of that meeting pursuant to the Retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai on July 31, 2025. This was done to ensure regulatory compliance and a smooth transition of committee responsibilities.
Your Company being listed on SME Exchange - NSE Emerge is exempt under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, pursuant to the provisions of section 134(3)(p) of Companies Act, 2013, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual directors based on devised criteria. Furthermore, in a Separate Meeting of Independent Directors held on 24th March 2026 performance of the Non-Independent Directors and the Board as a whole was also reviewed.
The Company has devised a policy naming (Policy on Nomination & Remuneration and Board Diversity) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non-executive Directors, Committees and the board as a whole. The policy is available on the website of the Company i.e. ( https://www.jetlycot.com/pages/policy-of-nomination-remuneration-and-board-diversity ). The evaluation process inter alia consider attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The Directors expressed their satisfaction with the evaluation process.
The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and is available on the Companys Website ( https://www.jetlycot.com/pages/policy-of-nomination-remuneration-and-board-diversity ).
The Company has business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. Audit Committee of the Company has been entrusted with responsibility to assist the Board in following matters:
(a) Overseeing the Companys Risk Management process and controls, risk tolerance and Capital Liquidity and funding (b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company (c) Review of the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk as well as the guidelines and processes for monitoring and mitigating such risks.
During the period under review, the Company has not identified any element of risk which may threaten its existence or are very minimal.
The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. This Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of Vigil Mechanism is available on the Companys Website ( https://www.jetlycot.com/pages/copy-of-terms-conditions-of-ids ).
The Company has not given any Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are stated in the note no. 9 to audited financial statements.
The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.
The company has appointed Internal Auditors and the scope & authority of Internal Audit Function is defined in the appointment letter issued to the Internal Auditors. In order to maintain its objectivity and Independence, the internal auditor reports directly to the Chairman of the Audit Committee. Based on the report of the Internal Audit the Company undertakes corrective action in the respective reported areas of concern thereby strengthening the Internal Controls.
The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.
Your Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 125 of Companies Act, 2013.
Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section, forming part of the Annual Report.
The Company believes that people are its most valuable assets. To this extent, the Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mindset, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.
The number of people employed as on March 31, 2026 was 44 (March 31, 2025 was 48). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.
The provisions of section 135 of the Companies Act 2013 are not applicable to the Company; hence it was not required to constitute CSR Committee or to formulate CSR Policy in this regard. However, your Company keeps on contributing time to time towards the social welfare schemes of social organizations on voluntarily basis.
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 (12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE-I to this Report.
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial period to which the financial statements relate and the date of this Report.
In accordance with Section 139(8) of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, Board at its meeting held on September 01, 2025 appointed M/s. Kamal Gupta
1. The companys trade receivables (classified as unsecured and considered good by the management & Net of Provisions) are carried at Rs. 1991.49 lakhs, out of which Rs.1582.33 lakhs are outstanding for a period more than six months, which is abnormally high as compared to the turnover of the company. Also out of the above, receivables of Rs. 818.10 lakhs are aged more than three years. The balances of these parties are subject to confirmation, and as per the management of the company they are recoverable.
Associates, Chartered Accountants, (Firm Registration Number: 000752C) Kanpur, as the Auditors of the Company to hold the office for a term of five (5) years from the conclusion of the ensuing 29th AGM until conclusion of the 34th AGM of your Company to be held in the year 2030, subject to approval of members of the Company at the 29th Annual General Meeting.
They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Regulation 33 of the Listing Regulations.
The report given by the Auditors on the Standalone Annual Financial Statements of the Company for the year ended March 31, 2026 forms part of this Annual Report. The Auditors comments on the Companys account are self-explanatory in nature and do not require any explanation. Further, there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
However, the Auditors have included certain observations by way of Emphasis of Matter, which do not modify their opinion. In accordance with good governance practices, the Board hereby provides its response to each matter:
1. The companys trade receivables (classified as unsecured and considered good by the management & Net of Provisions) are carried at Rs. 1991.49 lakhs, out of which Rs.1582.33 lakhs are outstanding for a period more than six months, which is abnormally high as compared to the turnover of the company. Also out of the above, receivables of Rs. 818.10 lakhs are aged more than three years. The balances of these parties are subject to confirmation, and as per the management of the company they are recoverable.
Managements Reply to Observation: Based on the Management analysis and assumptions, the trade receivables are considered good and are recoverable in nature. The companys trade receivables consist of outstanding balances from over 3000 parties, spread across various remote locations within the operational area of the Company and are generally low in value individually, since the supply chain of the company largely consists of small retailers, who were severely impacted by the post pandemic effects and now by slow market pace. The Management is making full efforts to recover these trade receivables. Hence, management does not believe there is any material financial impact of the observation.
2. We draw attention to a petition filed by a shareholder under Sections 241, 242, and 244 of the Companies Act, 2013, alleging oppression and mismanagement by the current Board of Directors. This petition is currently pending before the National Company Law Tribunal, Allahabad Bench. The outcome of this matter is uncertain, and as stated in the said note, the management does not anticipate any impact on the Company at this time.
Managements Reply to Observation: This observation is self-explanatory.
3. The companys records relating to the WIP stock are not commensurate with the magnitude of data involved, as more than 30 job workers and 4 different stages are engaged in the process. According to management, a system for data maintenance is currently under development. Additionally, we have not verified the physical inventory and have relied upon the physical verification reports provided by the management in this behalf. The value of the total inventory is abnormally high compared to the turnover,
and there is no proper record of the ageing of the inventory. As a result, non-moving or obsolete inventory could not be ascertained.
Managements Reply to Observation: Further, the Company manufactures various products like Vest, Underwear (including Boxers, Briefs & Trunks), Brassiere, Panties, Socks, T-shirts, Thermals, Lowers, Jeans etc. for men, women & children in different sizes for all age groups and markets it through various brands like Lycot Australia, Jet, Jet Eco, Fresh-Long, Boski and Take-off. This huge product line under various brand names is to cater the customers needs which usually vary from affordable to luxury range which helps company to stay relevant & competitive in ever changing business environment. Due to above facts, companys inventory stays high at most of the times. A new system for improved inventory tracking and WIP accounting is under development, and the Management is committed to further strengthening inventory controls.
4. Further, the company had been sanctioned a new Skill Development Project under Deen Dayal Upadhyay Grameen Kaushalya Yojna (DDU GKY Scheme) of Assam State Rural Livelihoods Mission (ASRLM) to train 1000 Candidates in projects (Rural Youth as defined in guidelines of DDU-GKY) with placement linkage by setting up a training/skill center at Majuli and Karimganj for the State of Assam. We did not audit the financial statements and other financial information, in respect of this scheme. Amounts received and expanded under this scheme is subject to audit by a separate auditor, which financial statement and other financial information and auditors reports for the year ended on 31.03.2025 have been furnished to us by the management. As informed by the management there was no further progress so status quo was maintained. Our opinion on the financial statements, in so far as it relates to the amounts and disclosures included in respect of this scheme and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid scheme is based solely on the report of such other auditor.
Managements Reply to Observation: This observation is self-explanatory.
Based on the Audit Committees recommendation, the Board appointed M/s. Mahima Jain & Associates, Chartered Accountants (FRN: 013310C), as Internal Auditor for the Financial Year 2025-2026 at its meeting held on May 14th, 2025, The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity, and methodology for conducting the Internal audit.
The Board had appointed CS Gopesh Sahu, Practicing Company Secretary (Membership No. 7100, C.P. No. 7800) to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2026.
The Secretarial Audit Report for the Financial Year ended March 31, 2026 annexed herewith is marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification; however, following observation has been made by the Secretarial Auditor in his report:
The Company Petition filled by Mr. Manoj Agarwal & M/s Haryana Refractories Private Limited Persons acting in Concert & shareholders of the Company is pending before the Honble NCLT, Allahabad Bench, Prayagraj, since the matter is sub-judice hence, I choose not to comment upon the same.
Response to Secretarial Audit Observation
Managements Reply to Observation - This observation is self-explanatory.
The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.
There were no changes in the nature of business activities pursued by the company during the year under review.
Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder:
| S.No | Particulars | Details |
| 1. | The steps taken or impact on conservation of energy | a) The Company uses indigenous winch machines for processing hosiery cloth which uses lower horse power as per industry norms. |
| 2. | The steps taken by the Company for utilizing alternate sources of energy | The Company has solar units which are helpful in reducing the consumption of electricity from the grid and your Company is in the course of assessing more efficient alternate source of energy suitable for our business operation. |
| 3. | The capital investment on energy conservation equipments | As per financial statement |
| S.No | Particulars | Details |
| 1. | The efforts made towards technology absorption | A) The Company absorbs and adapts the modern technologies on a continuous basis to meet its specific products needs from time to time. Innovation in process control, product development, cost reduction and quality improvement are being made on a continuous basis looking to the market |
requirements. B) The Company reuses the water utilized in processing of cloth which results in conserving the water. The Company has installed proper plants for the reuse of said water. The industry norm is to wash 1 kg of hosiery cloth and our standard machines. The Company is having Effluent Treatment Plant to process the effluent in water subsequent to which some of the water is reused.
| 2. | The benefits derived like product improvement, cost reduction, product development or import substitution | Certified skin friendly and anti-bacterial undergarments by IIT, Kanpur. Cost savings by improvement of design & up gradation of products & process is Companys continuous effort. |
| 3. | In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): | The Company has not imported any technology during the last three years reckoned form the beginning of the financial year. |
| 4 | The expenditure incurred on Research and Development. | During the year under review the Company has not incurred any material amount of expenditure on research and development activity in Company. As the most of the production work is done from job work. |
During the financial year 2025-2026 under review, The Company has exported goods amounting to Rs. 1,07,02,348/- for which the advance payment has been received in dollars as foreign exchange earnings, however there is no foreign exchange outgo.
The draft Annual Return of the Company for the year ended on March 31, 2026 as approved by the Board is available on the Companys website and can be accessed at https://www.jetlycot.com/pages/annual-reports . Please, also note that in accordance with the provisions of the Companies Act, 2013, the Final Annual Return will be hosted on website of the Company at the given link after the conclusion of AGM and requisite certifications.
All contracts/ arrangements/ transactions entered by the Company during the F.Y. 2025-2026 with related parties were on an arms length basis and in the ordinary course of business. There were no material related
party transactions (RPTs) undertaken by the Company during the year that require shareholders approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.
A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the companys website https://www.jetlycot.com/pages/related-party-transaction-policy .
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. A Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
| a | Number of complaints of Sexual Harassment received in the Year: | Nil |
| b | Number of Complaints disposed off during the year | Nil |
| c | Number of cases pending for more than ninety days | Nil |
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) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures; ii) That such accounting policies as mentioned in Notes to the Financial Statements have been selected 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 as at March 31, 2026 and of the profit and loss of the company for the period ended on March 31, 2026; iii) That proper and sufficient care has been taken 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; iv) That the annual financial statements have been prepared on a going concern basis;
The details of monthly High and Low Price(s) of shares of the Company on National Stock Exchange SME Platform EMERGE are as under:
| Month | High (in Rs) | Low (in |
| April\u2019 2025* | - | - |
| May* 2025 | 109.95 | 109.95 |
| June 2025 | 109.95 | 109.95 |
| July 2025* | - | - |
| August 2025 | 109.00 | 109.00 |
| September 2025* | - | - |
| October 2025 | 104.00 | 104.00 |
| November 2025* | - | - |
| December 2025 | 98.SO | 89.20 |
| January* 2026* | - | - |
| February 2026* | - | - |
| March 2026* | - | - |
*Note: There has been no trading in the Shares of the Company as per Historical Data on the NSE Site.
Your Company is committed to maintain good Corporate Governance practices and is committed to the highest standards of compliance. Pursuant to the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) & (t) of Regulations 46(2) and Para C, D, and E of Schedule V shall not apply to the Company, as the securities of the Company are listed on the SME Exchange (EMERGE platform NSE). Therefore, the Corporate Governance Report is not applicable to the Company.
In accordance with Section 197 read with Schedule V part II (IV) of the Companies Act, 2013, and applicable Rules, the following disclosures are made for Financial year 2025-2026:
| Name of Director | Designation | All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. | Details of fixed component and performance linked incentives, along with performance criteria | Service contracts, notice period, severance fees | Stock option details, if any, and whether issued at a discount as well as the period over which accrued and over which exercisable |
| Mr. Balram Kumar Narula | Chairman (Non-Executive) | Directors receive \u20b91 Lakh per month (\u20b912 Lakh per annum). No perquisites, bonuses, stock options, pension or other benefits are provided. | Entire remuneration is fixed. No performance-linked incentives are paid. | -Notice period and Severance fees-Not applicable.-As per Company policy. | Not applicable \u2013 no stock options have been granted. |
| Mr. Rakesh Kumar Narula | Whole-time Director | ||||
| Mr Anil Kumar Narula | Whole-time Director |
The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Companies Act 2013. b) Issue of equity shares with differential right as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Plan referred to in this Report. d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companys operation in future. e) No fraud has been reported by the Auditors to the Audit Committee or the Board.
No application was made and no proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
During the year under review, there were no instances of one time settlement with any financial institution so the disclosure regarding details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof; is not applicable to the Company.
During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 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 persons of the Company. The details of Insider Trading Policy is available on the website of the Company at https://www.jetlycot.com/pages/policy-on-prevention-of-insider-trading .
The code requires trading plan, pre-clearance for dealing in the Companys shares by the Directors and designated persons while in possession of UPSI 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 2025-2026
The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. However, during the financial year under review, no woman employee of the Company became eligible to avail the benefits under the said Act, and hence, no maternity benefits were extended during the year. The Company remains committed to maintaining a work environment that supports equality, dignity, and compliance with all applicable labour and welfare laws.
| Sr No. | Gender | No. of Employees |
| (i) | Female: | 10 |
| (ii) | Male | 34 |
| (iii) | Transgender: | Nil |
| Total | 44 |
Your Directors wish to place on record its sincere appreciation for the assistance and co-operation extended by the employees at all level, customers, vendors, bankers and other associates and look forward to continue fruitful association with all business partners of the company. They also believe that growth is only possible because of combined hard work, solidarity, co-operation and support.
For and on behalf of the Board of Directors of Jet Knitwears Limited
Place: Kanpur Date: 01st September 2026
Sd/- (Balram Kumar Narula) Chairman DIN: 00274566 Sd/- (Rakesh Kumar Narula) Whole Time Director DIN: 00274483
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