Jetmall Spices and Masala Ltd Directors Report

Your Directors have pleasure in presenting the 13^thAnnual Report of the Company and the Audited Financial statement for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2025 and for the previous year 31.03.2024 are as under:

(Rs. In Lakhs)

Particulars	2024 2025	2023 - 2024
Revenue from Operations	73.55	131.17
Other Income	6.39	17.79
Total Revenue	79.94	148.96
Total Expenditure	158.14	142.73
Exceptional items	-	-
Profit Before Tax(PBT)	(78.20)	6.24
Less: Current Tax	-	(0.90)
Less: Deferred Tax	3.72	(1.04)
Profit After Tax (PAT)	(74.49)	4.29

During the year under review, the total revenue of your company was Rs. 79.94 Lakhs as compared to previous year revenue of Rs.148.96 Lakhs. The net loss for the year is 74.49 Lakhs as compared to previous year Profit of Rs. 4.29 Lakhs.

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The company is engaged in the business of trading of all kinds of Spices, Masala, Food Grains and Kirana Products. There is no change in the nature of business.

3. DIVIDEND & RESERVES:

Due to loss, the Directors do not recommend any dividend for the financial year 2024-2025. The company has not transferred any amount to general reserve during the year under review.

4. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture, associate company as at March 31, 2025. Hence, the details and performance thereof does not arise.

5. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

6. ANNUAL RETURN

The annual return is available for inspection of the members at the registered office of the Company and same shall also be uploaded in the website of the Company www.jetmallltd.in.

7. SHARE CAPITAL

During the year under review the Authorized Share Capital of the Company is Rs.6,00,00,000/- and paid up capital of the Company is Rs. 5,99,29,000/-.

The Company has not issued any Sweat Equity Shares, Employee Stock Option and not called for Buy back of Shares during the financial year under review. The Shares of the Company are listed on BSE SME Platform of Stock Exchange.

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

9. INTERNAL FINANCIAL CONTROLS:

The companys internal control systems commensurate with the nature of its business and the size and complexity of its operations. In addition to the internal control systems, the board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the company are carried out with due diligence.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has made advances towards trade during the year under review. The Company has not given any guarantees, provided security nor made investments covered under Section 186 of the Companies Act, 2013.

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

(a) The Board of Directors of the Company comprises of four Directors as on 31.03.2025 as mentioned below:

DIN	NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
1. 08899339	Ms. Roopal Shreyans Lodha	Director	Non-Executive
2. 02744512	Mr. Kushal Kumar Jain	Director	Independent
3. 10299453	Mr. Shanmugam	Whole Time Director	Executive
4. 10302382	Mr. Srinivasan Ravi	Director	Independent

(b) The key managerial personnel as on 31.03.2025 are as follows:

PAN / DIN	NAME	DESIGNATION
1. 10299453	Mr. Shanmugam	Whole Time Director
2. *****517N	Mr Shreyans Lodha	CFO
3. ******873F	Manisha	Company Secretary

(c) The details of cessation of Directors and Key Managerial Personnel for the year under review are mentioned below;

DIN / PAN	Name	Particulars	Date of Appointment / Cessation / Change in Designation
1. AMBPR8279D	Mr. Radhakrishnan	Resignation as CFO	3rd January, 2025
2. ETLPM1873F	Manisha Vinod kumar	Appointed as Company Secretary	16th November, 2024
3. CISPS2517N	Mr Shreyans Lodha	Appointment as CFO	21st February, 2025

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL:

Owing to change in Management there was a change the directors and key managerial personnel of the Company.

- Ms. Manisha resigned as Company Secretary of the Company w.e.f. 01st August, 2025.

- Mr. Kushal Kumar Jain and Mr. Srinivasan Ravi resigned as Independent Directors of the Company w.e.f. 01st September, 2025.

- Mr. Shanmugam, Whole Time Director of the Company resigned as Director of the Company w.e.f. 01st

September, 2025.

- Mr. Roopal Shreyans Lodha resigned as Director of the Company w.e.f. 01st September, 2025.

- Mr. Shreyans Lodha resigned as Chief Financial Officer of the Company w.e.f. 01st September, 2025.

Mr. Harpreet Singh (DIN: 06252946) was appointed as an Additional Director, Independent / Non executive w.e.f. 01.09.2025. He holds office till the ensuing Annual General Meeting and is eligible to be appointed as Independent Director for a period of three (3) years. Commencing from 01.09.2025 to 31.08.2028 Your Board recommends his continuation as Director of the Company.

Mr. Vivek Sethi (DIN:11258543) was appointed as an Additional Director, Independent / Non executive w.e.f. 01.09.2025. He holds office till the ensuing Annual General Meeting and is eligible to be appointed as Independent Director for a period of three (3) years. Commencing from 01.09.2025 to 31.08.2028 Your Board recommends his continuation as Director of the Company.

Ms. Arti Chadda (DIN: 08350392) was appointed as an Additional director, Non- Executive and Non Independent Director of the Company by the Board of Directors w.e.f. 01.09.2025. As an Additional Director, she holds office till the ensuing Annual General Meeting and is eligible to continue as Director of the Company. Your Board recommends her continuation as Director of the Company.

Mr. Unni Krishnan Nair was appointed as Manager Whole Time Key Managerial Personal of the Company w.e.f. 01.09.2025 for a period of three (3) years. The Board recommends his appointment as Manager of the Company.

Ms. Anjali, was appointed as the Company Secretary of the Company w.e.f. September 1st, 2025.

Mr. Nitin Gupta was appointed as the Chief Financial Officer of the Company w.e.f. September 1st, 2025.

B. MEETINGS

During the year under review, the Board of Directors met 5 times on

i) 25.05.2024

ii) 08.09.2024

iii) 12.11.2024

iv) 16.11.2024

v) 21.02.2025. The gap between two Board meetings were not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

Name of the Directors	Designation	No. of Meetings in the year 2024-2025			Atten ded 12th AGM	No. of other Directorship in other Public/ Private Companies	No. of Membershi p/chairman in other Public/ Private Companies
		Held	Entitle d to Attend	Attended
1 Ms. Roopal Shreyans Lodha	Women Director	5	5	5	Yes	Nil	Nil
2 Mr. Kushal Kumar Jain	Director	5	5	5	Yes	1	Nil
3 Mr. Shanmugam	Whole - Time Director	5	5	5	YES	2	Nil
4 Mr. Srinivasan Ravi	Director	5	5	5	YES	Nil	Nil

C. COMMITTEES OF THE BOARD A) AUDIT COMMITTEE: Brief description of terms of reference:

The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 2013 (Act).

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal control and financial reporting process and inter alia performs the following functions:

a. Overviewing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b. Recommending the appointment, remuneration and terms of appointment of auditors of the Company;

c. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the Directors Responsibility Statement in terms of clause (c) of sub-section (3) of Section 134 of the Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions; and

Modified opinion, if any, in the draft audit report.

d. Reviewing with the management, the quarterly financial statements before submission to the Board for approval;

e. Reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

f. Approving or subsequently modifying any transactions of the Company with related parties; g. Scrutinizing the inter-corporate loans and investments; h. Reviewing the valuation of undertakings or assets of the Company, wherever it is necessary;

Composition, Meeting and Attendance:

The composition of the Audit Committee comprises of Three Directors. The Committee met 4 times during the year on 25.05.2024, 08.09.2024, 12.11.2024, 21.02.2025. The attendance of the members at the committee meeting held during the year is given below:

Name	Designation	Category	No. of Meeting
			Held	Attended
Mr. Kushal Kumar Jain	Chairman	Independent Director	4	4
Mr. Srinivasan Ravi	Member	Independent Director	4	4
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	4	4

Pursuant to the change in management, the Audit Committee has been reconstituted as under, wef from 01.09.2025:

Name	Designation	Category
Mr. Harpreet Singh	Chairman	Independent Director / Non Executive
Mr. Vivek Sethi	Member	Independent Director / Non Executive
Ms. Arti Chadha	Member	Non Independent /Non-executive Director

B) NOMINATION & REMUNERATION COMMITTEE:

Brief description of terms of reference:

a) Guiding the Board to lay down the terms and conditions in relation to the appointment and removal of Director(s), Key Managerial Personnel (KMP) of the Company.

b) Evaluating the performance of the Director(s) and providing necessary report to the Board for its further evaluation and consideration.

c) Recommending to the Board on remuneration payable to the Director(s), KMP of the Company based on (i) the Companys structure and financial performance.

Composition, Meeting and Attendance:

The composition of the Nomination & Remuneration Committee comprises of Three Directors. The Committee met 2 time during the year on 16.11.2024 and 21.02.2025. The attendance of the members at the committee meetings held during the year is given below:

Name	Designation	Category	No. of Meeting
			Held	Attended
Mr. Kushal Kumar Jain	Chairman	Independent Director	2	2
Mr. Srinivasan Ravi	Member	Independent Director	2	2
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	2	2

Pursuant to the change in management, the Nomination and Remuneration Committee has been reconstituted as under, wef from 01.09.2025:

Name	Designation	Category
Mr. Harpreet Singh	Chairman	Independent Director / Non Executive
Mr. Vivek Sethi	Member	Independent Director / Non Executive
Ms. Arti Chadha	Member	Non Independent /Non-executive Director

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is to look after transfer of shares and the investors complaints, if any, and to redress the same expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Composition, Meeting and Attendance:

The composition of the Stakeholders Relationship Committee comprises of Three Directors. The Committee met 1 time during the year on 21.02.2025. The attendance of the members at the committee meeting held during the year is given below:

Name	Designation	Category	No. of Meeting
			Held	Attended
Mr. Srinivasan Ravi	Chairman	Independent Director	1	1
Mr. Kushal Kumar Jain	Member	Independent Director	1	1
Ms. Roopal Shreyans Lodha	Member	Non-executive director	1	1

Pursuant to the change in management, the Stakeholders Relationship Committee has been reconstituted as under, wef from 01.09.2025:

Name	Designation	Category
Mr. Harpreet Singh	Chairman	Independent Director / Non Executive
Mr. Vivek Sethi	Member	Independent Director / Non Executive
Ms. Arti Chadha	Member	Non Independent /Non-executive Director

D) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/evaluated the Boards performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

E) STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) The preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period 2024-2025;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on going concern basis. e) The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS:

M/s DARPAN & ASSOCIATES, Chartered Accountants, Chennai, were appointed as Statutory Auditors of the Company for a period of five years in the Annual General Meeting held on 16^th October, 2023. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their re-appointment as Statutory Auditors of the Company.

15. AUDITORS REPORT:

The remarks in the Auditors Report and Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. Also there has been no instance of fraud reported by the statutory auditors for the financial year under review.

16. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms., Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as Annexure -A to this Report.

17. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS REPORT:

Secretarial Audit qualification/comments	Directors Comment
The outcome of the Board Meeting for the appointment of the Chief Financial Officer was not separately intimated to the Stock Exchange under Regulation 30 of SEBI (LODR) Regulations, 2015	As the company was inoperative and there were no employees.
The Company is in the process of aligning with requirements of Structured Digital Database (SDD). Accordingly, till full compliance is achieved, the Company is required to submit quarterly SDD compliance certificates certified by a Practicing Company Secretary.	As the company was inoperative and there were no employees.
However, The SDD compliance certificates submitted for the quarters ended 31/12/2024 and 31/03/2025 were filed without PCS certification.
The disclosure of transfer of shares by Mr. Bharat Kumar Pukhraj was not reflected in the Form MGT-7 filed for FY 2023-24.	It was done erroneous.
The Company did not file Form MGT-15 (Report on AGM) in respect of the Annual General Meeting held on 30/09/2024 Non-filing of MGT-14	As the company was inoperative and there were no employees. As the company was inoperative and there were no employees.
(i) The company did not file MGT-14 for approval of Boards Report
(ii) The company did not file MGT-14 for appointment of KMP
The company has not appointed Internal Auditors and not obtained internal audit report.	As the company was inoperative and there were no employees.
Closure of trading window not done for disclosure of financial results.	As the company was inoperative and there were no employees.

18. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

19. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

20. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as ‘Annexure-B.

Scrip Code: 543286

21. CORPORATE GOVERNANCE REPORT:

The compliance with the corporate governance provisions as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company, as the Companys shares are listed in BSE SME Exchange. Hence, the report on Corporate Governance is not provided.

22. CODE OF CONDUCT:

Declarations have been received from Directors and senior management officials affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2024 2025 which forms part of the Directors report as "ANNEXURE C."

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinary course of business and at arms length pricing basis and are disclosed in the notes on accounts forming part of financial statement. There were no materially significant transactions with Related Parties during the financial year 2024-2025 which were in conflict with the interest of the Company.

24. RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There are no employees whose details are required to be furnished in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

27. SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per section 118 (10) of the Companies Act, 2013.

28. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:

There are no amounts which need to be transferred to the Investor Education andProtection Fund.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION 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 Workplace Prevention, Prohibition and Redressal) Act, 2013. During the year there were no complaints received or pending. As per the notification of Ministry of Corporate affairs effective from July 14, 2025, the following disclosure is also being made: a. Number of sexual harassment complaints received - NIL b. Number of complaints disposed of - NIL c. Number of cases pending for more than 90 days NIL

30. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of Rule 8(5)(viii) of the Companies (Accounts) Rules 2014, the Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALON WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no application made or any Proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year

32. 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:

There are no instances of one-time settlement during the financial year.

33. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	By Order of the Board
	For JETMAL SPICES AND MASALA LIMITED
Place: Chennai	SD/-	SD/-
Date:05.09.2025	Harpreet Singh	Vivek Sethi
	Director	Director
	(DIN: 06525946)	(DIN: 11258543)