Jet Knitwears Ltd Directors Report

To,

The Members of

JET KNITWEARS LIMITED

Your Directors hereby present the 28^th 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 March 31, 2024.

1. FINANCIAL SUMMARY

The Companys standalone financial performance for the year ended 31^st March, 2024 is summarized as below:

( In Lakhs)

Particulars	2023-24	2022-23
Total Income	3284.49	3655.69
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes	234.41	328.10
Less: Finance Cost	116.69	116.29
Less: Depreciation & Amortization Expenses	52.51	47.06
Profit/ Loss before Tax	65.21	164.75
Less: Tax Expense (including deferred tax and tax adjustment of earlier years)	10.61	43.61
Profit After Tax	54.60	121.14
Add: Balance of profit brought forward	1092.96	971.82
Less: Appropriations	-	-
Transfer to General Reserve	-	-
Income Tax Adjustment (Net)	-	-
Balance at end of the Year	1147.56	1092.96

2. STATE OF COMPANY AFFAIRS

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 2023-24 are given below:

? The Revenue from operations stood at 3275.10 Lakhs as against 3650.35 Lakhs in the previous year showing a decline of about 10.28%.

? The Profit before tax is 65.21 Lakhs as compared to 164.75 Lakhs in the previous year thereby showing the decline of about 60.42%.

? The EBITDA decreased to 234.41 Lakhs from 328.10 Lakhs in the previous year and thus showing a decline of about 28.56%.

? The Profit after tax for the year stood at 54.60 Lakhs as compared to 121.14 Lakhs for the previous year thereby showing a decline of about 54.93%. ? The Earning per Share has also decline to 1.24 as against 2.75 in the Previous Year.

3. OBSTACLES FACED DURING THE 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.

4. GROWTH STRATEGY

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.

5. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

Company does not have any Subsidiary / Associate Company. There were no Joint Ventures entered into by the Company during the financial year 2023-24.

6. DIVIDEND

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 2023-24.

7. RESERVES

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.

8. SHARE CAPITAL

During the year under review, there was no change in either Authorised or Paid-Up Share Capital of your Company.

9. COMPOSITION OF BOARD

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 March 31, 2024, Board of Directors comprise of 7 Directors out of which 2 are Executive Directors, 1 is Non-executive Director, 1 is Non Executive Non-Independent Woman Director and 3 are Non Executive Independent Directors which is in compliance with the provisions of Companies Act, 2013. 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. Following persons comprise the Board:

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		Mr. Ramesh Chandra
		Mr. Ashok Chandra Bajpai
		Mrs. Avantika Mishra

As per provisions of the Companies Act, 2013, Mr. Ramesh Chandra & Mr. Ashok Chandra Bajpai, Independent Directors were re-appointed in the 24^th AGM of the Company held on September 30, 2020 for a second term of 5 (Five) consecutive years commencing from August 01, 2020 to July 31, 2025 and are not liable to retire by rotation. Further, Mrs. Avantika Mishra was appointed Independent Director of the company in 27^th AGM held on September 29, 2023 for a first term of 5 consecutive years commencing from August 29, 2023 to August 28, 2028.

During the financial year under review, the tenure of Mr. Balram Kumar Narula as Managing Director of the Company expired on May 14, 2023 and on EGM held on May 29, 2023, he was re-designated as Chairman (Non-Executive) of the company.

10. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ramesh Chandra, Mr. Ashok Chandra Bajpai

& Mrs. Avantika Mishra, 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors / KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2024 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) Mrs.Vinny Saxena - Company Secretary and Compliance Officer

During the f.y. ended March 31, 2024, the tenure of Mr. Balram Kumar Narula as Managing Director expired on May 14, 2023 and he was re-designated as Chairman (Non-Executive) in a duly convened Extraordinary General Meeting held on May 29, 2023.

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), Executive Director of the Company, is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment. Profile of the Director seeking re-appointment is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

12. BOARD MEETINGS

The Board of Directors met 7 times during the financial year 2023-24. The meetings were held on April 24, 2023; May 27, 2023; July 31, 2023; August 29 2023; October 04, 2023; November 10, 2023 & January 23, 2024. 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:

	BM 01/2023-24 24 APRIL, 2023	BM 02/2023-24 27 MAY, 2023	BM 03/2023-24 31 JULY, 2023	BM 04/2023-24 29 AUGUST, 2023	BM 05/2023-24 04 OCTOBER, 2023	BM 06/2023-24 10 NOVEMBER, 2023	BM 07/2023-24 23 JANUARY, 2024
BALRAM K. NARULA	P	P	P	P	P	P	P
RAKESH K. NARULA	P	P	P	P	P	P	P
ANIL K. NARULA	P	P	P	P	P	P	P
RAMESH CHANDRA	P	P	P	P	P	P	P
ASHOK C. BAJPAI	P	P	P	P	P	P	P
DINESH PARSHAR	P	P	P	P	P	P	P
AVANTIKA MISHRA	N/A	N/A	N/A	N/A	P	P	P

Further, the Independent Directors of the Company also met once during the year on March 11, 2024; without the presence of other directors, to review the performance of all the directors and that of the Board as a whole.

13. COMMITTEES OF THE BOARD & THEIR MEETINGS

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:

Audit Committee

As on the financial year ended March 31, 2024; 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 2023-24, Members of Audit Committee met 3 times. Audit Committee Meetings held on April 24, 2023; May 27, 2023 and November 10, 2023. 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, 2024 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ramesh Chandra	Chairman (Independent Director)	3
Mr. Ashok Chandra	Member (Independent Director)	3
Mr. Balram Kumar Narula	Member (Non-Executive Director)	3

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.

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 2023-24 on April 24, 2023; July 31, 2023 and August 29 2023. The composition of Nomination and Remuneration Committee as on March 31, 2024 and the details of Members attendance at the meeting of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ramesh Chandra	Chairman (Independent Director)	3
Mr. Ashok Chandra Bajpai	Member (Independent Director)	3
Mrs. Dinesh Parashar	Member (Non-Executive Director)	3

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 2023-24, 4 Committee Meetings were held on April 24, 2023; July 31, 2023; October 04, 2023 & January 23, 2024. The composition of the Stakeholders Relationship Committee as on March 31, 2024 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ashok Chandra Bajpai	Chairman (Independent Director)	4
Mr. Ramesh Chandra	Member (Independent Director)	4
Mr. Rakesh Kumar Narula	Member (Executive Director)	4

14. EVALUATION OF BOARDS PERFORMANCE

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 March 11, 2024; 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.

15. REMUNERATION POLICY

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).

16. RISK MANAGEMENT

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.

17. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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 notes to audited financial statements.

19. INTERNAL FINANCIAL CONTROLS SYSTEM

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.

20. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

22. HUMAN RESOURCES

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, 2024 was 46 (March 31, 2023 was 57). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.

23. CORPORATE SOCIAL RESPONSIBILITY

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.

24. PARTICULARS OF EMPLOYEES

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.

25. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

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.

26. AUDITORS AND THEIR REPORT

Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s Rajiv Mehrotra & Associates, Chartered Accountants, (FRN: 002253C) Kanpur, were re-appointed as the Statutory Auditors of the Company for a second term of 5 consecutive years in the 26^th Annual General Meeting held on September 27, 2022 till the conclusion of the 31st Annual General Meeting.

Based on the recommendation of the Audit Committee, your Board at its meeting held on August 24, 2022 reappointed M/s Rajiv Mehrotra & Associates, Chartered Accountants, (FRN: 002253C) Kanpur, as the Auditors of the Company to hold the office from the conclusion of the ensuing 26^th AGM until conclusion of the 31^st AGM of your Company to be held in the year 2027, subject to approval of members of the Company at the 26^th 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.

Audit Report

The notes on financial statement referred to in the Auditors Report are self-explanatory. No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act 2013. Further, Disclaimer of Opinion is made by the Auditor in its Audit Report. Details of which are as follows:

Basis for Disclaimer opinion in the Statutory Audit Report: The Companys trade receivables (classified as unsecured and considered good by the management & Net of Provisions) are carried at Rs. 1567.69 lakhs, out of which Rs. 911.25 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. 128.81 lakhs are aged more than three years. The balances of these parties are subject to confirmation, and as per the management of the company are recoverable.

We draw attention to Note No. 1(D)(vii) of the Financial Statements, which describes 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.

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.

The company has used accounting software for maintaining its books of account which does not have a feature of recording audit trail (edit log) facility enabled throughout the year.

Key Audit Matters (KAM): Substantial Movement of Stock up to production of Finished Goods

The company avails services of over thirty job workers and has inter dependent manufacturing facilities in two States in India. In addition, the company has several depots. The above entails substantial movement of raw material, semi-finished materials and finished goods from one location to another; and at any given point of time, the stocks (of various stages) belonging to the company may be found at several locations.

The movement of stock is the key to the business and was therefore considered as one of the ‘Key Audit Matters. Verification of the internal controls with respect to inventory management and movement, recording of consumption, valuation of stocks as at the reporting date involved extensive verification procedures and called for making estimates and judgments.

Response to Audit Observations

The Board of Directors of the company furnish following response to the Disclaimer of Opinion made by the Auditor in their Report dated May 29, 2024 for the Standalone Financial Statements for the year ended March 31, 2024:

Based on the Management analysis and assumptions, we believe that the Profit and Loss Account and Cash Flow Statement for the year ended March 31, 2024 and the Balance Sheet as at March 31, 2024 are materially correct and as per the management, 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 audit qualification.

With reference to the NCLT petition pending against the company, management believes that there is no material impact of the same on the financial position of the company.

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.

As regard to maintaining books of accounts using accounting software which should have feature of recording audit trail (edit log) facility enabled throughout the year, the company have offices, depots & godowns at various locations & different accounting software were in use at different places. Due to this, company faced issue while updating such software to enable the audit trail feature which caused some unavoidable delay to comply with the said requirement. However the accounting software with enabled audit trail feature was in place most of the time at all locations during the financial year under review.

In respect of Key Audit Matters, the management submits that the internal control systems for data maintenance with respect to inventory management, movement and valuation of stocks as at the reporting date are currently under development. It is pertinent to note that, we have various ranges of products for men, women and children which are manufactured in different sizes for all age groups. And each different product requires different setup and goes through multiple processes and stages. Thus the average production cycle, right from procurement of yarn till the completion of the finished product ready for sale, takes around 50 days; making the internal systems required for tracking the movement and valuation of stock at different stages a tedious and complex task for the management. Nevertheless, we are making full efforts to extend the internal controls throughout all the production stages so that proper information is readily available at all times regarding the movement and valuation of the inventory at several locations and less reliance is to be placed on estimates and judgements.

Internal Auditor

M/s Rajesh Singhania & Associates, Chartered Accountants, has been appointed as the Internal Auditors to perform the Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee of the Board in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

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, 2024.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 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.

Cost Audit

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.

27. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business activities pursued by the company during the year under review.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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:

Conservation of Energy

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.
		b) The Company uses more energy efficient IRO knitting machines which consumes less power than ordinary traditional knitting machines.
		The Company continuously takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives enable the facilities to become more efficient and productive as the company expands, thus helping to conserve energy.
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

Technology Absorption, Adaption and Innovation

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.
	a) The details of technology imported:	N.A
	b) The year of import	N.A
	c) Whether the technology been fully absorbed	N.A
	d) If not fully absorbed areas where absorption has not been taken place and the reasons thereof	N.A
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.

Foreign exchange earnings and outgo

During the financial year 2023-24 under review, the company exported goods amounting to Rs. 61.83 lacs for which payment was received in dollars.

29. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2024 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.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the F.Y. 2023-24 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.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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. No complaints pertaining to Sexual Harassment were received during the Financial Year 2023-24.

32. 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) 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, 2024 and of the profit and loss of the company for the period ended on March 31, 2024;

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;

v) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. SHARE PRICE DATA

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 )	Low (in )
April 2023	61.10	58.05
May 2023	71.50	63.45
June 2023	71.50	50.05
July 2023	66.40	63.25
August 2023	102.70	69.70
September 2023	90.25	77.70
October 2023	128.95	94.25
November 2023	135.35	132.00
December 2023*	-	-
January 2024	138.60	138.60
February 2024	131.70	131.70
March 2024	135.00	135.00

*Note: In the Month of December 2023; there has been no trading in the Shares of the Company as per Historical Data on the NSE Site.

34. CORPORATE GOVERNANCE

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.

35. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. GENERAL

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.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

38. DIFFERENCE IN VALUATION

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.

39. INDUSTRIAL RELATIONS

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

40. PREVENTION OF INSIDER TRADING

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 2023-24.

41. ACKNOWLEDGEMENT

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