Your Board of Directors ('Board') is pleased to present the 04^th Board's Report of JAY
KAILASH NAMKEEN LIMITED ('Company') for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

PERFORMANCE REVIEW:

During the period up to this report, revenue from operation of your company for the year
Rs.1502.42 Lakhs as against previous year of Rs.1151.51 Lakhs. Profit after tax for the
year was Rs.121.49 Lakhs as against previous year of Rs.69.73 Lakhs.

TRANSFER TO RESERVES:

During the period up to this report, your directors have decided to retain an amount of
Rs.121.49 Lakhs in the retained earnings.

DIVIDEND

The Company has decided to sustain the growth in line with the long-term growth
objectives of the company by retaining the profits and utilizing the same for opportunities
in hand, therefore the company does not recommend any dividend.

SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company is Rs.50,000,000/-
comprising of 50,00,000 Equity Shares of Rs.10/- each and Paid-Up Share Capital of the
Company is Rs.4,99,69,330/- comprising of 49,96,933 Equity Shares of Rs.10/- each.

Authorised Capital

During the year, there is no change in Authorized Share Capital of the Company.

Paid up Capital

The Paid-Up Share Capital of the Company is Rs.4,99,69,330/- comprising of 49,96,933
Equity Shares of Rs.10/- each as on 31^st March, 2025.

The company has filed Prospectus with the BSE Limited (SME Platform) and received in¬
principle approval as on March 07, 2024. The subscription period started on Thursday,
March 28, 2024, and closed on Wednesday, April 03, 2024 for all the applicants. A total of
16,33,600 Equity Shares of the Face Value of ?10/- each ("Equity Shares") at issue price
of ?73/- each per Equity Share (including a Share Premium of ?63/- per Equity Share),
consisting of Fresh Issue of 16,33,600 Equity Shares by the Company be and are hereby
allotted to the respective successful applicants in various categories. Your company is
listed on BSE LTD. (SME Platform) on April 08, 2024.

CHANGE IN NATURE OF BUSINESS

During the year, the Company has not changed its business or object and continues to be
in the same line of business as per the main object of the Company.

CHANGE IN REGISTERED OFFICE

During the year under review, the company has not changed its registered office.
SHIFTING OF FACTORY PREMISES

During the year, the factory premises of the company is shifted from Plot No. 7, R. K.
Industrial Zone-7, Rajkot - Ahmedabad Highway, At Kuchiyadad, Dist. Rajkot - 360023,
Gujarat to Survey No. 168/5, Kuvadava Road, Magharvada, Rajkot - 360023, Gujarat
w.e.f. December 12, 2024.

MATERIAL CHANGES AND/ OR COMMITMENTS THAT COULD AFFECT THE
COMPANY'S FINANCIAL POSITION, WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT

- The Registered Office of the Company is shifted from Deeva House, Fourth Floor,
Diwanpara 11/12 Corner, Rajkot - 360001, Gujarat to Plot No. 06, Vivekanand Main Road,
Opp Rmc Garden, Ground Floor, Rajkot - 360001, Gujarat vide resolution passed in the
Board Meeting held on June 26, 2025.

- A Company vide Board Meeting dated September 02, 2025, Authorize Mr. Neel Pujara,
Managing Director of the company to sell the Factory Situated at SURVEY NO. 168/5,
KUVADAVA ROAD, MAGHARVADA, RAJKOT - 360023, GUJARAT.

- A Company vide Board Meeting dated September 02, 2025, Authorise Mr. Neel Pujara,
Managing Director of the company to take on Lease the new factory and to transfer
Manufacturing Unit situated at SURVEY NO. 168/5, KUVADAVA ROAD, MAGHARVADA,
RAJKOT - 360023, GUJARAT to PLOT NO. 01 TO 15, PAIKI PLOT NO.02, R.K. INDUSTRIAL
ZONE - 2, REVENUE SURVEY NO. 256 PAIKI 32, VILLAGE - KUCHIYADAD, TALUKA -
KUVADAVA, RAJKOT - 360023, GUJARAT.

- Resignation of Mr. Mr. Rituraj Singh Solanki, CEO of the Company on September 02,
2025.

Except above, there are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which this
financial statement relates and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

The company has filed Prospectus with the BSE Limited (SME Platform) and received in¬
principle approval as on March 07, 2024. The subscription period started on Thursday,
March 28, 2024, and closed on Wednesday, April 03, 2024 for all the applicants. A total of
16,33,600 Equity Shares of the Face Value of ?10/- each ("Equity Shares") at issue price
of ?73/- each per Equity Share (including a Share Premium of ?63/- per Equity Share),
consisting of Fresh Issue of 16,33,600 Equity Shares by the Company be and are hereby
allotted to the respective successful applicants in various categories. Your company is
listed on BSE LTD. (SME Platform) on April 08, 2024.

Except above, there are no significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status and Company's operations
in future.

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new initiatives to further align its HR policies to meet the
growing needs of its business. People development continues to be a key focus area of the
Company. The industrial relations in all the units of the Company remained cordial and
peaceful throughout the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 following persons are acting as directors and Key Managerial Personnel of the
Company:

During the year, following changes has made in board of the company and key managerial
personnel:

- Mr. Hasmukhrai Bhagdev appointed in the company as an additional Non-Executive
Director of the company w.e.f. June 26, 2025

- Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

- Mr. Ashok Dipchandbhai Ghiya has resigned from the company w.e.f. June 26, 2025.

- Mr. Kalpesh Palan appointed as an Additional Non -Executive Independent Director of
the Company w.e.f. June 26, 2025 and has resigned from the company w.e.f. August

01, 2025.

- Mr. Raghuraj Miteshbhai Rupareliya appointed as a Non-Executive Director of the
company w.e.f. September 02, 2025.

- Mr. Rituraj Singh Solanki, CEO of the Company has from the Company w.e.f. September

02, 2025.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Tulsi Neel
Pujara (DIN: 09560733), is liable to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible has offered himself for re-appointment.
Necessary resolution for his re-appointment is included in the Notice of AGM for seeking
approval of Members. The Directors recommended his re-appointment for your approval.
A brief resume and particulars relating to him is given separately as an annexure to the
AGM Notice.

REGULARIZATION FROM ADDITIONAL DIRECTOR TO DIRECTOR

- Mr. Hasmukhrai N Bhagdev, who were appointed as an Additional Non - Executive
Director of the company w.e.f. June 26, 2025 is proposed to regularize in the upcoming
Annual General Meeting and resolution relating to his regularization is included in the
Notice of this Annual General Meeting for seeking approval of the Members. A brief resume
and particulars relating to him is given separately as an annexure to the AGM Notice.

- Mr. Raghuraj Miteshbhai Rupareliya, who were appointed as an Additional Non -
Executive Director of the company w.e.f. June 26, 2025 is proposed to regularize in the
upcoming Annual General Meeting and resolution relating to his regularization is included
in the Notice of this Annual General Meeting for seeking approval of the Members. A brief
resume and particulars relating to him is given separately as an annexure to the AGM
Notice.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received
individual declarations from every Independent Director under Section 149(6) of the Act
and regulation 16(1)(b) the Listing Regulations confirming that they meet the criteria of
independence as prescribed under the Act and the Listing Regulations and are not
disqualified from continuing as Independent Directors and that they have registered

themselves as an Independent Director in the data bank maintained with the Indian
Institute of Corporate Affairs.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual Directors pursuant to the requirements of the Act and the
Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on January 23, 2025
during the year reviewed the performance of the Board, its Chairman and Non-Executive
Directors and other items as stipulated under the Companies Act, 2013 and Listing
Regulations.

The Company conduct familiarization and updation programs for independent directors on
need basis. Conducted by knowledgeable persons from time to time.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 09 (Nine) times during the financial year under review. The
details of the Board meetings are as under:

The attendance of directors and KMP of the board meeting are as under:

* Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

** Mr. Ashok Dipchandbhai Ghiya has resigned from the company w.e.f. June 26, 2025.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, the company has conducted 01 (One) Extra Ordinary
General Meeting of members on January 18, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.

2. The Directors have 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 account of the company for that period.

3. The Directors have 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 preventing and detecting fraud and
other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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.

6. 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.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not
required to comply with the requirement under Non-Banking Non-Financial Companies
(Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilising Cash Credit / Term Loan /
business loan facilities from the Bank and the company has been regular in payment of
interest as well as instalments as per schedule to Banks.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with
the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report under relevant headings.

COMMITTEES

Audit Committee

The Audit Committee of the Board of Directors is constituted to act in accordance with the
terms of reference and perform roles, as prescribed under the Act.

The composition of the Audit Committee and Meetings convened and held during the year
under review is given as under.

* During the period up to this Report, Mr. Pratikbhai Prabhudas Koyani has resigned from the
Company w.e.f. September 04, 2024.

The Audit Committee met 06 (Six) times during the financial year under review. The
details of the Audit Committee meetings are as under:

The attendance of members of the Audit Committee Meetings are as under:

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

During the year under review, all the recommendations of the Audit Committee were
accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted to act in accordance with the
terms of reference and perform roles, as prescribed under the Act. The composition of the
Nomination and Remuneration Committee and details of Meetings convened and held
during the year under review is given as under.

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.

The Committee met 3 (Three) times during the year. The meetings were held on May 05,
2024, September 04,2024, & December 09,2024. The attendance of members of the
committee are as under:

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04, 2024.
Stakeholder' / Investors Relationship Committee

The Company has in place a Shareholder / Investors Relationship Committee in accordance
with the requirements of the Companies Act, 2013 read with the rules made thereunder.
Composition of Stakeholder'/Investors Relationship Committee is given as under:

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

During the year under review, all the recommendations of the Audit Committee were
accepted by the Board.

The Committee met 1 (One) time during the year. The meetings were held on January 23,
2025. The attendance of members of the committee are as under:

*Mr. Pratikbhai Prabhudas Koyani has resigned from the Company w.e.f. September 04,
2024.

AUDITORS
Statutory Audit

M/s K. P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W) were
appointed as the statutory auditors of the Company by the members at the Extra Ordinary
General Meeting held on January 18 ,2025 of the Company to fill the casual vacancy caused
by the resignation of M/s Kumbhat & Co. LLP, Chartered Accountants (FRN: 001609S), till
ensuing Annual General Meeting of the Company.

The Board of Directors of the Company ("the Board'), on the recommendation of the Audit
Committee ("the Committee'), recommended to the Members for reappointment of M/s K.
P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W), as a Statutory
Auditors of the Company for the year 2025-2026 to 2029-2030, for a term of five
consecutive years and to hold office till the conclusion of 09^th AGM.

M/s K. P. Parekh & Co., Chartered Accountants (Firm Registration No. 133654W), have
given their consent to act as the Statutory Auditors of the Company and have confirmed
that the said appointment, if made, will be in accordance with the conditions prescribed
under Sections 139 and 141 of the Act.

The Statutory Auditor has confirmed their eligibility and submitted the certificate that they
are not disqualified to hold the office of the Statutory Auditor.

Further, the Statutory Auditor of the Company have submitted Auditors' Report on the
accounts of the Company for the accounting year ended March 31, 2025.

This Auditors' Report is self-explanatory and no comments requires.

The Statutory Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Auditors' Report for
the Financial Year ended March 31, 2025, does not contain any qualification, reservation
or adverse remark. Further the Auditors' Report being self - explanatory does not call for
any further comments from the Board of Directors.

Secretarial Audit

As pursuant to provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 ('the Act'), read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 [including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force], after
recommendation of Nomination and Remuneration Committee and Audit Committee of the
company, the Company recommend to members to appoint M/s K.P. Ghelani & Associates,
Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term
of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries, has appointed as a Secretarial
Auditors of the Company by the Board of Directors in the Meeting to conduct the
Secretarial Audit of the Company for records for the year 2025-2026 to 2029-2030, for a
term of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries, was appointed as a Secretarial
Auditors of the Company for the Financial Year 2024-2025 and have submitted their Report
in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 and rules
made thereunder is attached herewith as Annexure IV.

This Secretarial Auditors' Report is self-explanatory and no further comments requires.
Maintenance of Cost Record/Appointment of Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the
maintenance of the cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not required and accordingly such accounts and
records are not made and maintained. The Company has not appointed any Cost Auditor
during the year under review.

The Section 138 of the Companies Act, 2013 is applicable the company and he company
has complied the provision of the companies act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with Secretarial Standard on
Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arm's
Length basis and in the Ordinary Course of Business. The disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is attached as Annexure- I forms part of this Report.

The details of the related party transactions for the financial year 2024-25 is given in notes
of the financial statements which is part of Annual Report.

The Company has formulated a Policy on materiality of related party transactions and
dealing with related party transactions, which is available on the website of the Company
and can be accessed through web link at https://www.jaykailashnamkeen.com/policies/

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company has not any Holding, Subsidiary, Associate Company and Joint Venture
Company.

PARTICULARS OF EMPLOYEE

The company has complied with the provision of the Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments pursuant to Section 186 of the
Companies Act, 2013 have been disclosed in the financial statements.

ADOPTION OF VARIOUS POLICIES

The company has adopted following policies:

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented a strong internal control framework to monitor the
effectiveness of internal controls. The Company's independent internal auditor provides
the Audit Committee with an independent and reasonable level of assurance regarding the
adequacy and effectiveness of risk management, internal control business processes,
operations, financial reporting and compliance. The internal control framework is suitable
for the size, scope and complexity of the Company's operations.

Your Company's financial, operational and compliance controls are embedded in the
business processes. Additionally, the Risk Management Committee and the Board of
Directors assess the implementation of risk management and risk mitigation measures

through their review of potential risks which could impact the operations. This includes an
additional oversight in the area of financial risks and controls besides inherent risks
associated with the products dealt with by the Company. The major risks identified are
systematically addressed through mitigating actions on a continual basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute Corporate Social Responsibility Committee as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy against Sexual Harassment at workplace in line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary
and trainees) are covered under this policy. No complaints were received by the Committee
during the year.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) of the Act, the extract of annual return is available on
the website of the Company atwww.jaykailashnamkeen.com.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Information relating to Conversion of energy, technology absorption and foreign
exchange earnings and outgoing as required pursuant to section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 provided
under "Annexure II".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section as a
"Annexure III" forming part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on Behalf of Board of Directors
JAY KAILASH NAMKEEN LIMITED

Neel Pujara Tulsi Pujara

Managing Director Whole Time Director

DIN: 09221477 DIN: 09560733

Date: 02/09/2025
Place: Rajkot