Jet Knitwears Ltd Directors Report

To,

The Members of

JET KNITWEARS LIMITED

Your Directors hereby present the 29^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, 2025.

1. FINANCIAL SUMMARY

The Company‘s standalone financial performance for the year ended 31^st March, 2025 is summarized as below:

( In Lakhs)

Particulars	2024-25	2023-24
Total income	2817.90	3284.49
Earning before Finance Costs, Depreciation and	215.36	234.41
amortization Expenses and Taxes
Less: Finance Cost	116.63	116.69
Less: Depreciation & Amortization Expenses	43.59	52.51
Profit/ Loss before Tax	55.14	65.21
Less: Tax Expense (including deferred tax and tax	20.45	10.61
adjustment of earlier years)
Profit After Tax	34.69	54.60
Add: Balance of profit brought forward	1147.56	1092.96
Less: Appropriations	-	-
Transfer to General Reserve	-	-
Income Tax Adjustment (Net)	-	-
Balance at end of the Year	1182.24	1147.56

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 2024-25 are given below:

? The Revenue from operations stood at 2817.47 Lakhs as against 3275.10 Lakhs in the previous year showing a decline of about 13.97%.

? The Profit before tax is 55.15 Lakhs as compared to 65.21 Lakhs in the previous year thereby showing the decline of about 15.43%.

? The EBITDA decreased to 215.37 Lakhs from 234.41 Lakhs in the previous year and thus showing a decline of about 8.12%.

? The Profit after tax for the year stood at 34.68Lakhs as compared to 54.60 Lakhs for the previous year thereby showing a decline of about 36.49%. ? The Earning per Share has also decline to 0.79 as against 1.24 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 2024-25.

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 2024-25.

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, 2025, 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. 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 March 31, 2025, 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	Mr. Ramesh Chandra*
	Mr. Ashok Chandra Bajpai*
	Mrs. Avantika Mishra

*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.

The Board at its meeting held on July 21, 2025 appointed Mrs. Deepika Agarwal as an Additional Independent Director. Her appointment is proposed to be regularized, subject to the approval of the shareholders, at the ensuing AGM of the company

10. DECALARATION BY INDEPENDENT DIRECTORS

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. .

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors / KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2025 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

During the financial year ended March 31, 2025, Ms. Vinny Saxena tendered her resignation from the Office of Company Secretary and Compliance Officer w.e.f. October 14, 2024. Subsequent to her resignation, Ms. Zenith Fatima was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2024.

Further, the tenure of Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai completed on July 31, 2025. The Board at its meeting held on July 21, 2025, appointed Mrs. Deepika Agarwal as an Additional Independent Director. Her appointment is proposed to be regularized, subject to the approval of the shareholders, at the ensuing AGM of the company

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, Mrs. Dinesh Parashar (DIN: 07270662), Non-executive Non Independent Woman Director of the Company, is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her reappointment. The profile of the Director seeking re-appointment is provided in the Notes to the Notice of the ensuing AGM of the Company under Point No. 20.

12. BOARD MEETINGS

The Board of Directors met 5 times during the financial year 2024-25. The meetings were held on May 29, 2024; September 02, 2024; October 09, 2024; November 14 2024 & January 03, 2025. 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	BM 01/2024-25	BM 02/2024-25	BM 03/2024-25	BM 04/2024-25	BM 05/2024-25
BALRAM K. NARULA	P	P	P	P	P
RAKESH K. NARULA	P	P	P	P	P
ANIL K. NARULA	P	P	P	P	P
RAMESH CHANDRA	P	P	P	P	P
ASHOK C. BAJPAI	P	P	P	P	P
DINESH PARSHAR	P	P	P	P	P
AVANTIKA MISHRA	P	P	P	P	P

Further, the Independent Directors of the Company also met once during the year on March 24, 2025; 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, 2025; 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 2024-25, Members of Audit Committee met 4 times. Audit Committee Meetings held on May 29, 2024; November 14, 2024, January 03, 2025 and March 24, 2025. 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, 2025 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)	4
Mr. Ashok Chandra	Member (Independent Director)	4
Mr. Balram Kumar Narula	Member (Non-Executive Director)	4

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.

Further, following the retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai on July 31, 2025, the Audit Committee was reconstituted by the Board at its meeting held on July 21, 2025, effective from the conclusion of that meeting. 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 2024-25 on May 29, 2024 and November 14, 2024. 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
Mr. Ramesh Chandra	Chairman (Independent Director)	2
Mr. Ashok Chandra Bajpai	Member (Independent Director)	2
Mrs. Dinesh Parashar	Member (Non-Executive Director)	2

Further , following the retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai on July 31, 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. 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 2024-25, 4 Committee Meetings were held on May 29, 2024; September 02, 2024; November 14, 2024 & January 03, 2025. 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:

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

Further , following the retirement of Independent Directors Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai on July 31, 2025, the Stakeholders Relationship Committee was reconstituted by the Board at its meeting held on July 21, 2025, effective from the conclusion of that meeting. This was done to ensure regulatory compliance and a smooth transition of committee responsibilities.

14. EVALUATION OF BOARD S 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 24, 2025; 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, Director‘s 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 Company‘s 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 Company‘s 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 Company‘s 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 Company‘s 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 Company‘s 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 note no. 9 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

Management‘s 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, 2025 was 48 (March 31, 2024 was 46). 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

During the year, M/s. Rajiv Mehrotra & Associates, Chartered Accountants (FRN: 002253C), Kanpur, resigned as Statutory Auditors with effect from December 26, 2024. In accordance with Section 139(8) of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, appointed M/s. Kamal Gupta & Associates, Chartered Accountants (FRN: 000752C), Kanpur, to fill the vacancy. Their appointment was approved by shareholders at the Extra-Ordinary General Meeting held on 03 February, 2025, and they will hold office until the conclusion of the ensuing 29th Annual General Meeting.

Further, Based on the recommendation of the Audit Committee, your Board at its meeting held on September 01, 2025 appointed, M/s. Kamal Gupta 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 29^th AGM until conclusion of the 31^st AGM of your Company to be held in the year 2030, subject to approval of members of the Company at the ensuing 29^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 report given by the Auditors on the Standalone Annual Financial Statements of the Company for the year ended March 31, 2025 forms part of this Annual Report. The Auditor‘s comments on the Company‘s 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. 1792.48 lakhs, out of which Rs.1387.54 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. 557.16 lakhs are aged more than three years. The balances of these parties are subject to confirmation, and as per the management of the company is recoverable."

Management‘s Reply to Observation: Based on the Management analysis and assumptions, the trade receivables are considered good and are recoverable in nature. The company‘s 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".

Management‘s 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".

Management‘s 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, company‘s 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.

Management‘s Reply to Observation: This observation is self-explanatory.

Internal Auditor

M/s. Rajesh Singhania & Associates, Chartered Accountants, resigned as Internal Auditor of the Company with effect from April 28, 2025, creating a casual vacancy. Based on the Audit

Committee‘s recommendation, the Board appointed M/s. Mahima Jain & Associates, Chartered

Accountants (FRN: 013310C), as Internal Auditor for the Financial Year 2024 25 at its meeting held on May 14, 2025, to fill the casual vacancy. The Audit Committee, 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, 2025.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 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

Management‘s 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 equipment‘s	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 3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): -	Certified skin friendly and anti bacterial undergarments by IIT, Kanpur. Cost savings by improvement of design & up gradation of products & process is Company‘s continuous effort. 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 2024-25 under review, The Company has exported goods amounting to Rs 19.65 lakh for which the advance payment has been received in dollars as foreign exchange earnings, however there is no foreign exchange outgo.

29. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2025 as approved by the Board is available on the Company‘s 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. 2024-25 with related parties were on an arm‘s 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 company‘s 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. 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

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, 2025 and of the profit and loss of the company for the period ended on March 31, 2025;

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 2024	121.50	109.35
May 2024*	-	-
June 2024	120.25	120.25
July 2024	120.00	114.00
August 2024	115.00	114.00
September 2024	115.00	115.00
October 2024*	-	-
November 2024	115.00	115.00
December 2024	110.00	110.00
January 2025*	-	-
February 2025*	-	-
March 2025*	-	-

*Note: 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.

Remuneration of Directors

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 2024-25:

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 1 Lakh per month ( 12 Lakh	Entire remuneration is fixed. No	-Notice period and Severance	Not applicable no stock options have been granted.
Mr. Rakesh Kumar Narula Mr Anil Kumar	Whole-time Director Whole-time	per annum). No perquisites, bonuses, stock	performance- linked incentives are paid.	fees- Not applicable.- As per
Narula	Director	options, pension or other benefits are provided.		Company policy.

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 Company‘s 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 Company‘s 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 2024-25.

41. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

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.

42. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR 2024-25

Sr No. Gender	No. of Employees
(i) Female:	14
(ii) Male	34
(iii) Transgender:	Nil
Total	48

43. 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
	Sd/-	Sd/-
	(Balram Kumar Narula)	(Rakesh Kumar Narula)
Place: Kanpur	Chairman (Director)	Whole Time Director
Date: September 01, 2025	DIN: 00274566	DIN: 00274483