Jyot International Marketing Ltd Directors Report

To,

The Members,

Jyot International Marketing Limited

Your Directors have pleasure in submitting their 36^th Annual Report of the Company together with the AuditedStatements of Accounts for the year ended March 31, 2024.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars	Standalone		Consolidated
	Year ending on 31st March, 2024	Year ending on 31st March,2023	Year ending on 31st March, 2024	Year ending on 31st March,2023
Sales	411.45	336.49	411.45	336.49
Other Income	85.85	69.32	88.80	1491.23
Total Income	497.30	405.81	500.25	1827.72
Less: Expenditure	102.03	85.82	265.10	112.35
Profit/Loss before interest, depreciation and tax	395.27	319.99	235.15	1715.37
Less: Interest	361.72	307.91	361.72	307.91
Less: Depreciation & Amortization cost	--	--	--	--
Profit/ (Loss) beforeTax	33.55	12.07	(126.26)	1407.45
Less: Tax Expense	8.42	3.15	22.24	141.39
Profit/ (Loss) after Tax	25.13	8.92	(148.82)	1266.07

2) BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

During the period under review, the Company has been engaged in the business of non-Banking financial activities and made a profit of Rs. 25.13/- Lakhs (as per Standalone financial statement) and made a loss of Rs. -148.82/- Lakhs (as per Consolidated financial statement). Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in next year.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of Non-Banking financial activities. There was no change in the nature of the business of the Company during the year under review.

4) DIVIDEND:

The Board of Directors have recommended a final dividend of Rs. 0.05/- per equity share (i.e. 0.5% on the Paid up Equity Share Capital) of face value of Rs. 10/- each fully paid up subject to declaration by Members at the ensuing 36^th Annual General Meeting (36^th AGM) of the Company. With this, the total dividend for the Financial Year 2023-24 will be Rs. 0.05/- per share.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, as the Company does not fall under the limit of top 1000 listed Companies on basis of Market capitalization thus it is not required to prepare Dividend Distribution policy.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since the Company has not declared any dividend therefore the Company has not transferred any amount to theinvestor Education and Protection Fund.

6) RESERVES:

Your Directors do not propose to transfer any amount to reserves during the Financial year 2023-24.

7) CHANGES IN SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 3,12,19,000/-.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

10) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board and Key Managerial Personnel

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mr. Jayesh Narendrakumar Shah	Managing Director	Promoter, Executive	7	7	7
Mrs. Priti Jayesh Shah	Chief Financial Officer/ Director	Promoter, Executive	7	7	7
Mr. Ilesh Manekrav Nikhare	Independent Director	Non-promoter, Non-Executive	7	7	7
Mrs. Bhoomiben Patel	Independent Director	Non-promoter, Non-executive	7	7	7
Mr. Dipankar Bhuvneshwar Mahto	Non- executive Director	Non-Promoter, Non-executive	7	7	7
Ms. Alisha Samdani*	Company Secretary and Compliance Officer	-	-	-	-
Ms. Juhi Parekh*	Company Secretary and Compliance Officer	-	-	-	-

*During the year under review, Ms. Alisha Samdani was resigned from the office of Company Secretary and Compliance Officer of the company w.e.f. 30.06.2023 and appointed Ms. Juhi Parekh as a Company Secretary and Compliance Officer of the company.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Priti Jayesh Shah (DIN : 03548974) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends her re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 36^th Annual General Meeting.

c) Declaration by an Independent Director(s) and reappointment, if any:

Mr. Ilesh Manekrav Nikhare and Mrs. Bhoomiben Patel were Independent Directors the Company during the financial year ended on March 31, 2024. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and applicable provisions of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the

Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

e) Meeting of Board

The Board of Directors of the Company met (7) Seven times during the financial year ended March 31, 2024, on May 30, 2023, July 01, 2023, August 14, 2023, August 24, 2023, August 26, 2023, November 14, 2023 and February 13, 2023. Details of attendance of meetings of the Board and its Committees are part of this report.

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, meeting of committees and role and responsibilities assigned to these Committees etc. are part of this report.

g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. Mr. Jayesh Narendrakumar Shah, Chairman and Managing Director ii. Mrs. Priti Jayesh Shah, Chief Financial Officer iii. Ms. Juhi Parekh, Company Secretary and Compliance officer (w.e.f. July 01, 2023)

11) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

12) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as "Annexure A" to this report.

13) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one wholly owned Indian material unlisted Subsidiary company i.e. Efficient Tie-up Private Limited. A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 as "Annexure-B" is appended to the financial statements of the Company.

However, the Company does not have any joint venture and associate companies during the year under review.

14) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, The present Auditors of the Company are M/s. Parag A. Shah & Co., Chartered Accountants (FRN No. 129665W) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 32^nd Annual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2025.

However, after the end of financial year as on March 31, 2024, M/s. Parag A. Shah & Co., Chartered Accountants (FRN No. 129665W) had resigned from the office of Statutory Auditors of the Company due to severe health and age constraints of the auditor, He was not able to devote his time and attention to various assignments to perform the audit work and duties of Statutory Auditor of the Company. Therefore, the Audit Committee and Board of Directors of the Company had recommended the appointment of M/s. Labadiya & Mehta, Chartered Accountants (FRN: 125591W) as Statutory Auditor of the Company w.e.f. August 13, 2024 to fill in the Casual Vacancy caused due to the resignation of M/s. Parag A. Shah & Co., Chartered Accountants (FRN: 129665W) for the financial year 2024-25 and also recommended his appointment for a term of four consecutive years, to hold office from the conclusion of 37^th AGM till the conclusion of 40^th AGM to be held in the year 2029.

15) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the provisions of cost audit is not applicable to the Company.

16) SECRETARIAL AUDIT REPORT:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtainSecretarial Audit Report from M/s Brajesh Gupta & Co., Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on March 31, 2024.

Secretarial Audit Report issued by M/s Brajesh Gupta & Co., Company Secretaries in Form MR-3, attached and marked as "Annexure C", for the period under review forms part of this report. The said report contains observation or qualification which reveals that the Company which are mentioned here in under:

Qualification	Explanation
100% promoters holding are not in demat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The board would like to clarify that the company has approached to all the concern promoters and they assured the company that they will finish the process of dematerialisation.
The Company has not updated the details on website of the company in compliance with the regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 during under review.	The Board of Directors of the Company would like to clarify that the website of the Company was updated as per Regulation 46 of the SEBI (LODR), Regulations, 2015 giving the full information relating to the Company alongwith all the necessary disclosures as per SEBI (LODR), Regulations, 2015 and Companies Act, 2013.
Company is registered under section 45-IA of Reserve Bank of India Act, 1934, however the original certificate of Registration with Reserve Bank of India (RBI) is not available for verification	The board of directors would like to clarify that The Company has made an application for duplicate certificate of registration to RBI and the said application is under process with RBI.

17) RESPONSE TO AUDITORS REMARKS:

There are no Observation made by the Statutory Auditors in their Report and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

18) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members. as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 4 meetings of the committee were held May 30, 2023, August 14, 2023, November 14, 2023 and February 13, 2024. The composition of committee and attendance at its meetings is given below:

Sr. No. Name	Position	Category	Number of meeting Attend	Changes during the year and till thedate of AGM
				Appointment	Resignation
1 Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	4	-	-
2 Ms. Bhoomiben Patel	Member	Non-Executive Independent Director	-	August 26, 2023	-
3 Mr. Dipankar Mahto	Member	Non-Executive Independent Director	4	-	-
4 Mrs. Priti Shah	Member	Director	4	-	August 26, 2023

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

19) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The company has adopted a Whistle Blower Policy, which affords protection and confidentially to Whistle blowers. The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2024, no Protected Disclosures have been received under this policy.

20) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee ofDirectors mainly for the purposes of recommending the Companys policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the year under review, 1(one) meetings of the committee were held July 01, 2023. The name of members, Chairman and their attendance at theRemuneration Committee Meeting are as under Committee of Board:

Sr. No. Name	Position	Category	Number of meeting Attend	Changes during the year and till thedate of AGM
				Appointment	Resignation
1 Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	1	-	-
2 Ms. Bhoomiben Patel	Member	Non-Executive Independent Director	-	August 26, 2023	-
3 Mr. Dipankar Mahto	Member	Non-Executive Independent Director	1	-	-
4 Mrs. Priti Shah	Member	Director	1	-	August 26, 2023

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policyfor selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Companys website at www.jyotinternationalmarketing.co.in.

21) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year under review, 1 meetings of the committee were held March 30, 2024 The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No. Name	Position	Category	Number of meeting Attend	Changes during the year andtill the date of AGM
				Appointment	Resignation
1 Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	4	-	-
2 Ms. Patel	Bhoomiben Member	Non-Executive Independent Director	-	August 26, 2023	-
3 Mr. Mahto	Dipankar Member	Non-Executive Independent Director	4	-	-
4 Mrs. Priti Shah	Member	Director	4	-	August 26, 2023

The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2024 is given below):-

Complaints Status: April 01, 2023 to March 31, 2024
Number of complaints received	0
Number of complaints solved	0
Number of pending complaints	0

Compliance Officer:

Ms. Juhi Parekh, is Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. As per SEBI circulars, no physical Share Transfer requests can be processed and accordingly no physical transfer has been done during the year.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

Name :	Adroit Corporate Services Private Limited
Address :	19/20 Jaferbhoy Industrial Estate,Makwana Road, MarolNaka,Andheri East, Mumbai 400059
Tel :	022-42270400, 28590942, 28596060
Fax :	022-28503748
Email :	info@adroitcorporate.com

22) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGE-MENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

23) ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at: www.jyotinternationalmarketing.co.in.

24) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

25) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

26) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

27) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

29) PUBLIC DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

30) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since the Company is Non-Banking Finance Company, the disclosure regarding particulars of loan given, guarantee given and security provided under provisions of Section 186 of the Companies Act, 2013 is not required to be given as the provisions of Section 186 are not applicable to the Company.

31) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15^th September, 2014, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following class of companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from the date on which the provisions became applicable to the company.

Accordingly, it may be noted that the paid-up share capital of the Company is below Rs.10 crore and Net Worth of the Company has not exceeded Rs.25 crore, preceding financials ended on 31^st March, 2024 and hence Corporate Governance is not applicable to the Company.

32) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2024 and annexed as "Annexure-D".

33) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March, 2024.

34) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2024.

35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

As the Company is not indulged in any production activity, therefore there is NIL information about conservation of Energy and Technology absorption. There was no foreign exchange inflow or Outflow during the year under review.

36) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The Provision of Section 135 of the Company Act, 2013 are not applicable since the company does not fall under any criteria of Rule 9 of the Corporate Responsibility Rules 2014.

37) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that a) In 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 estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors, had laid down internal financial controls to be followed by the company and that 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.

38) SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of

Directors and General Meetings, respectively, have been duly followed by the Company in letter and spirit.

39) LISTING WITH STOCK EXCHANGES:

The Company confirm that it has duly paid the Annual Listing Fees for the year 2023-24 to BSE where the Companys Shares are listed.

40) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders" and "Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive

Information" has been framed and adopted. The Code requires pre-clearance for dealing in the Companys shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

41) ACKNOWLEDGEMENTS:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also wish to place on record their gratitude to the Members for their continued support and confidence.

Registered Office:	For and on the behalf of the Board of Directors
Room No. 1, 1, Pandurang Society,	JYOT INTERNATIONAL MARKETING LIMITED
Judges Bungalow Road, Bodakdev,
Ahmedabad- 380054, Gujarat
	Sd/-
Place: Ahmedabad	JAYESH NARENDRAKUMAR SHAH
Date: October 29, 2024	CHAIRMAN AND MANAGING DIRECTOR
	DIN: 0354896