Directors Report of Jetmall Spices and Masala Ltd.

Mar 31, 2025

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 Company''s 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 company''s 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 Company''s 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:

SN	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:

SN	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;

SN	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:

S.N o	Name of the Directors	Designation	No. of Meetings in the year 2024-2025			Atten ded	No. of other Directorship	No. of Membershi
			Held	Entitle d to Attend	Atte nded	12th AGM	in other Public/ Private Companies	p/chairman in other Public/ Private Companies

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 Company''s
internal control and financial reporting process and inter alia performs the following functions:

a. Overviewing the Company''s 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 auditor''s report thereon before
submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director''s 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 auditor''s 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 Executive	/ Non
Mr. Vivek Sethi	Member	Independent Director Executive	/ Non
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 Company''s 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 Executive	/ Non
Mr. Vivek Sethi	Member	Independent Director Executive	/ Non
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 investor''s 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 Auditor''s 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	As the company was inoperative and there were no employees.
Non-filing of MGT-14 (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	As the company was inoperative and there were no employees.
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''.

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 Company''s
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 arm''s 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 BOARD''S 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
Date:05.09.2025

SD/- SD/-

Harpreet Singh Vivek Sethi

Director Director

(DIN: 06525946) (DIN:11258543)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 12^th Annual Report of the Company and the Audited
Financial statement for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2024 and for the previous year 31.03.2023 are as under:

Particulars	2022-2023	2022-2023
Total income	148.96	394.90
Total Expenditure	142.73	355.35
Exceptional items	-	-
Profit Before Tax (PBT)	6.24	39.54
Less: Current Tax	(0.90)	(9.24)
Less: Deferred Tax	(1.04)	(1.05)
Profit After Tax (PAT)	4.29	29.25

2. NATURE OF BUSINESS & BUSINESS REVIEW:

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.

During the year under review, the total revenue of your company was Rs.148.96 Lakhs as compared to
previous year revenue of Rs.394.90 Lakhs. The net profit for the year is Rs.4.29 Lakhs as compared to
previous year Profit of Rs. 29.25 Lakhs.

3. DIVIDEND & RESERVES:

Your Directors do not recommend any dividend for the financial year 2023-24.

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, 2024.

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

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 Company Shares are listed on BSE SME
Platform.

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company''s 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 company''s internal control systems are 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 Company''s 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. 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-A''.

13. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of four Directors as at 31.03.2024 of which two are
Non-Executive Independent Directors.

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

(b) The details key managerial personnel are as follows:

SN	PAN	NAME	DESIGNATION
1.	AMBPR8279D	Mr. Radhakrishnan	CFO

(c) The details of change in Directors, KMP during the year is as follows;

S No	DIN / PAN	Name	Particulars
1.	ADWPG9737D	Mr. R S Gowdhaman	Appointed as Company Secretary & Compliance Officer w.e.f. 21.07.2023
2.	01534269	Mr. Ratanchand Lodha	Resignation as Managing Director w.e.f. 01.08.2023
3.	10299453	Mr. Shanmugam	Appointed as an Additional Director w.e.f. 01.09.2023 and Whole-time Director for a term of five years w.e.f. 01.09.2023
4.	10302382	Mr. Srinivasan Ravi	Appointed as Independent Director w.e.f. 01.09.2023
5.	08970465	V Ankit Chordia	Cessation as Director w.e.f. 25.10.2023
6.	ADWPG9737D	R S Gowdhaman	Cessation as a Company Secretary & Compliance Officer w.e.f. 31.01.2024

RETIRE BY ROTATION:

Ms. Roopal Shreyans Lodha, Director, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers herself for re-appointment. The board recommends her re¬
appointment as director of the Company.

B. MEETINGS

The Board of Directors met 8 times on 30.05.2023, 21.07.2023, 01.08.2023, 01.09.2023, 16.10.2023,
25.10.2023, 10.11.2023 and 31.01.2024. The gap between two Board meetings is not more than 120
days. The particulars of name of the Directors and attendance are mentioned below:

S.No	Name of the Directors	Designation	No. of Meetings in the year 2023-24
			Held	Entitled to Attend	Attended
1	Mr. Ratan Chand Lodha*	Managing Director	8	3	3
2	Ms. Roopal Shreyans Lodha	Women Director	8	8	8
3	Mr. V Ankit Chordia **	Independent Director	8	5	5
4	Mr. Kushal Kumar Jain	Independent Director	8	8	8
5	Mr. Shanmugam #	Whole Time Director	8	4	4
6	Mr. S Ravi #	Director	8	4	4

*Resigned w.e.f. 01.08.2023 ** Resigned w.e.f. 25.10.2023

# Appointed w.e.f. 01.09.2023

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent
Directors of the Company was held during the year under review.

C. COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE:

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 Committee is

entrusted with the responsibility to supervise the Company''s internal control and financial reporting
process and inter alia performs the following functions:

a. Overviewing the Company''s 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 auditor''s report thereon before
submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director''s 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 auditor''s 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 Audit Committee comprises of Three Directors. The Committee met 4 times during the year on
30.05.2023, 16.10.2023, 10.11.2023 and 31.01.2024. 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. V Ankit Chordia *	Member	Independent Director	2	2
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	4	4
Mr. S Ravi #	Member	Independent Director	2	2

* Ceased w.e.f. 25.10.2023 # Appointed w.e.f. 25.10.2023

B) NOMINATION & REMUNERATION COMMITTEE:

Brief description of terms of reference:

a) Guiding the Board for laying 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 Company''s structure and financial performance.

Composition, Meeting and Attendance:

The composition of the Nomination & Remuneration Committee comprises of Three Directors. The
Committee met 3 times during the year on 21.07.2023, 01.08.2023 and 01.09.2023. 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	3	3
Mr. V Ankit Chordia *	Member	Independent Director	3	3
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	3	3
Mr. S Ravi #	Member	Independent Director	0	0

* Ceased w.e.f. 25.10.2023 # Appointed w.e.f. 25.10.2023

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is to look after transfer of shares and the investor''s
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 31.01.2024. 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. V Ankit Chordia *	Chairman	Independent Director	0	0
Mr. Kushal Kumar Jain **	Member / Chairman **	Independent Director	1	1
Ms. Roopal Shreyans Lodha	Member	Non-executive director	1	1
Mr. S Ravi #	Member	Independent Director	1	1

* Ceased w.e.f. 25.10.2023 ** Appointed as Chairman w.e.f. 25.10.2023

# Appointed w.e.f. 25.10.2023

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.

14. 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 profit of the Company for
that period;

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.

15. AUDITORS:

M/s DARPAN & ASSOCIATES, Chartered Accountants, Chennai, were appointed as Statutory Auditors in
view of casual vacancy caused by the cessation of M/s. Venkat & Rangaa LLP, Chartered Accountants.
The Statutory Auditors have given their consent and confirmed their eligibility under Section 141 of the
Companies Act, 2013. In terms of Section 139 of the Companies Act, 2013 and rules thereunder,
necessary resolution is placed before the members for approving the appointment of M/s. Darpan &
Associates, Chartered Accountants, as the Statutory Auditors in view of casual vacancy and to hold office
until the conclusion of the Annual General Meeting to be held for the year ending 31.03.2028.

16. AUDITORS REPORT:

The auditors have not made any observation, qualification in their report. The Auditors have not
reported any frauds under sub-section (12) of section 143 of the Companies Act, 2013 during the year
under review.

17. 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. A.K. Jain & Associates, 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 is
attached.

18. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS'' REPORT:

Secretarial Audit qualification/comments	Directors Comment
The certificate as per Regulation 7(3) for the year ended 31.03.2023 has been filed belatedly on 06.05.2023.	The Company will ensure that the filing is submitted within the due date.
The Company has not appointed Company Secretary cum Compliance Officer as required u/s 203 of the Companies Act, 2013, and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, within the due date. The Company had appointed the Company Secretary cum Compliance Officer w.e.f. 21.07.2023 which is beyond the due date i.e. 01.07.2023.	The Company couldn''t identify suitable candidate, hence the delay in appointment of company secretary cum compliance officer.
The Company has not filed the Annual Report in xbrl with the Stock Exchange for the year ended 31.03.2023	The Company will take necessary steps to upload the same.
The Company has not filed the prior intimation of the Board Meeting in xbrl as per Regulation 29 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.	The Company will ensure that the filing is done in xbrl also.
The Company has not filed the outcome of the Board Meeting in xbrl for change in directors, key managerial personnel and auditors
The Reconciliation of Share Capital audit report for the quarter ended 30.06.2023 is submitted belatedly on 02.08.2023.	The delay was due to inadvertence and not intentional. The Company will ensure that the filing is submitted within the due date.
The Structured Digital Database Compliance Certificate for the quarter ended 30.06.2023 and 31.03.2024 is submitted belatedly
The Company has not filed Structured Digital Database Compliance Certificate for the quarter ended 31.12.2023	The Company will take necessary steps to upload the same.
The Company has not filed Form MGT-14 for the resolutions passed by the Board of Directors under Section 179 of the Companies Act, 2013.	The Company will take necessary steps to file the same.

19. 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.

20. 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.

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 Company''s
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 2023-24.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The transactions entered with the Related Parties were in the ordinary course of business and at arm''s
length pricing basis and are disclosed in the notes on accounts forming part of financial statement. Form
AOC 2 is enclosed as Annexure ''B''.

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. 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:

Not Applicable

29. 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:

Not Applicable

30. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has formulated a policy for Prevention of Sexual Harassment of Women at workplace.
During the year under review, the Company has not received any complaints.

31. 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 D SHANMUGAM ROOPAL SHREYANS LODHA

Date: 08.09.2024 Whole Time Director Director

DIN: 10299453 DIN: 08899339

---

Mar 31, 2023

BOARD REPORT

Your Directors have pleasure in presenting the Eleventh Annual Report of the Company and the Audited
Financial statement for the year ended 31st March, 2023

1. FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2023 and for the previous year 31.03.2022
are as under:

Particulars	2022-2023	2021-2022
Revenue from Operations	363.68	300.86
Other Income	31.22	16.90
Total Revenue	394.90	317.75
Total Expenditure	355.35	321.24
Exceptional items	-	-
Profit Before Tax(PBT)	39.54	-3.49
Less: Current Tax	(9.24)	-0.02
Less: Deferred Tax	(1.05)	4.30
Profit After Tax (PAT)	29.25	0.83

2. NATURE OF BUSINESS & BUSINESS REVIEW:

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.

During the year under review, the total revenue of your company was Rs.394.90 Lakhs as compared to
previous year revenue of Rs.317.75 Lakhs. The net profit for the year is Rs.29.25Lakhs as compared to
previous year Profit of Rs. 0.83 Lakhs.

3. DIVIDEND & RESERVES:

Your Directors do not recommend any dividend for the financial year 2022 - 23. 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, 2023.
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 copy of the Annual Returns are available on the website of the Company at www.jetmallltd.in.

7. SHARE CAPITAL

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 Company Shares are listed on BSE SME
Platform of Stock Exchange.

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company''s 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 company''s internal control systems are 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 Company''s 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.

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of four Directors of which two are Non-Executive

Independent Directors.

Retirement / Appointment of Directors:

i) In terms of Section 152 of the Companies Act, 2013, Mrs. Roopal Shreyans Lodha, (DIN:
08899339), Director, is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offers herself for re-appointment.

ii) Mr. D. Shanmugam (DIN:10299453) was appointed as an Additional / Whole Time Director of
the Company effective from 01.09.2023 and holds office up to the date of ensuing Annual
General Meeting. The Board of Directors propose the appointment Mr. D. Shanmugam as the
Whole Time Director of the Company, for a period of 5 years, with effect from 01.09.2023.

iii) Mr. S Ravi (DIN 10302382) was appointed as an Additional / Non-Executive Independent
Director effective from 01.09.2023 and holds office up to the date of ensuing Annual General
Meeting. The Board of Directors propose the appointment Mr. S Ravi as the Non - Executive
Independent Director of the Company, for a term of 5 years, with effect from 01.09.2023.

B. MEETINGS

During the year under review, the Board of Directors met 6 times on 17.05.2022, 03.09.2022,

14.11.2022, 31.12.2022 and 30.01.2023 the gap between two Board meetings were not more than 120

days. The particulars of name of the Directors and attendance are mentioned below:

S.No	Name of the Directors	Designation	No. of Meetings in the year 2022-23			Atten ded 10th AGM	No. of other Directorship in other Public/ Private Companies	No. of Membershi p/chairman in other Public/ Private Companies
			Held	Entitled to Attend	Atten ded
1	Ratan Chand Lodha1	Managing Director	5	5	5	Yes	1	Nil
2	Ms. Roopal Shreyans Lodha	Women Director	5	5	5	Yes	Nil	Nil
3	Mr. V Ankit	Independent	5	5	5	YES	Nil	Nil

	Chordia	Director
4	Kushal Kumar Jain	Independent Director	5	5	5	YES	1	Nil

*Resigned from the position of Managing Director with effect from 01.08.2023

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent
Directors of the Company was held during the year under review.

C. COMMITTEES OF THE BOARDA) 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 Company''s
internal control and financial reporting process and inter alia performs the following functions:

a. Overviewing the Company''s 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 auditor''s report thereon before
submission to the Board for approval, with particular reference to: ¹

• 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 auditor''s 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 17.05.2022, 03.09.2022, 14.11.2022 and 30.01.2023. 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. V Ankit Chordia	Member	Independent Director	4	4
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	4	4

B) NOMINATION & REMUNERATION COMMITTEE:Brief description of terms of reference:

a) Guiding the Board for laying 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 Company''s structure and financial performance.

Composition, Meeting and Attendance:

The composition of the Nomination & Remuneration Committee comprises of Three Directors. The
Committee met 1 time during the year on 31.12.2022. 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	1	1
Mr. V Ankit Chordia	Member	Independent Director	1	1
Ms. Roopal Shreyans Lodha	Member	Non-executive Director	1	1

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is to look after transfer of shares and the investor''s
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 31.12.2022. 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. V Ankit Chordia	Chairman	Independent Director	1	1
Mr. Kushal Kumar Jain	Member	Independent Director	1	1
Ms. Roopal Shreyans Lodha	Member	Non-executive director	1	1

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. KEY MANAGERIAL PERSONNEL:

a) Mr. Ratanchand Lodha has resigned from the position of Managing Directorship with effect from 1st
August 2023 due to some personal reasons.

b) Mr. Mahesh R, Company Secretary cum Compliance Officer of the Company resigned with effect
from 31.12.2022.

c) Mr. R S Gowdhaman was appointed as the Company Secretary and Compliance Officer of the
Company with effect from 21.07.2023

14. 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 profit of the Company for
that period;

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.

15. AUDITORS:

M/s VENKAT AND RANGAA LLP (FRN: 004597S), Chartered Accountants, Chennai were appointed as the
Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held on 24th
February 2023.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013
and rules framed there under for their continuation as Statutory Auditors of the Company.

16. AUDITORS REPORT:

The Reply to the Auditor Qualification made in the Audit Report are provided hereunder:

Auditor qualification/comments	Directors Comment
The Company has not deposited delivery charges of Rs 1,774/- arising out of GST was not deposited in Time.	The company will ensure in future that the remittance of amount collected to be deposited with in the time stipulated for that.

The Auditors have not reported any frauds under sub-section (12) of section 143 of the Companies Act,
2013 during the year under review.

17. 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. A.K. Jain & Associates, 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 -B'' to this Report.

17A. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS'' REPORT:

Secretarial Audit qualification/comments	Directors Comment
The Company has convened the Annual General Meeting for the financial year 2021-2022 on 24.02.2023, beyond the time prescribed under Section 96 of the Companies Act, 2013.	The delay in convening the Annual General Meeting was due to non-availability of the Managing Director, whose presence is necessary in the Annual General Meeting. The delay was due to inadvertence and not intentional. The Company will ensure that no such delays will occur in the

	ensuing years.
The Company has not filed Form MGT-14 for the resolutions passed by the Board of Directors under Section 179 of the Companies Act, 2013.	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated time in future.
The Company did not have a Company Secretary cum Compliance Officer as required u/s 203 of the Companies Act, 2013, and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the period from 01.01.2023 to 31.03.2023.	The vacancy was caused do to resignation of Mr. R Mahesh, the Company Secretary and Compliance officer of the Company from 31.12.2022. Accordingly, the Company has appointed Mr. R S Gowdhaman the Company Secretary and Compliance officer of the Company with effect from 21.07.2023.
The Company has belatedly submitted the disclosure under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding the statement indicating deviation in the use of proceeds from the objects stated in the offer document with a delay of Twenty Seven (27) days for the half year ended 31.03.2022, with the Stock Exchange.	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated time in future.
The Company has belatedly submitted the Annual Report for the financial year 2021-2022 under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with a delay of One (1) day, with the Stock Exchange.	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated time in future.
The Company has belatedly submitted the disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for disposal of shares by a Promoter in Three (3) instances, with the Stock Exchange.	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated time in future.
The Company has belatedly notified the Stock Exchange in respect of disclosures received from a Promoter under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015, in Two (2) instances.	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated time in future.
The Company has belatedly submitted the Compliance Certificate under Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 ,for the quarter ended	The delay was due to inadvertence and not intentional. The Company will ensure that the necessary filing, reporting under the applicable Acts, Regulations will be filed within the stipulated

31.12.2022 with a delay of Sixty One (61) days.	time in future.
The Company has not opted to close its Trading Window as prescribed under Regulation 7(2)read with Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015.	The Company has taken necessary steps to ensure the Compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015.

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-A''.

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 Company''s
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 2022-23.

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 arm''s 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 2022-23 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. 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: Not Applicable

29. 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: Not Applicable

30. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has formulated a policy for Prevention of Sexual Harassment of Women at workplace.
During the year under review, the Company has not received any complaints.

31. 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
Date: 01.09.2023

SD/- SD/-

Kushal Kumar Jain Roopal Shreyans Lodha

Director Director

(DIN: 02744512) (DIN:08899339)