Your directors take pleasure in presenting their 38 ^th Annual Report on the business and operations of the
Company together with the Audited Financial Statement of Accounts for the year ended March 31, 2025.

1. Financial Highlights

Company’s financial result for the year ended March 31, 2025 is summarized below:

2. Financial Operations & State of Affairs of the Company
Business Overview:

The Company is engaged in the business of manufacturing, dealing, exporting, brokering, agency,
distribution, dyeing, printing, and bleaching of all types of textile fibers, yarn, cloth, cotton, woolen,
worsted materials, silk, garments, and handicrafts. The Company also undertakes twisting, doubling,
texturizing, and crimping of polyester yarn, silk, cotton, and blended yarn.

Financial Performance:

During the year under review, the total income of the Company for the financial year ended March 31,
2025, stood at ?13.55/- Lakhs as against ?19.70/- Lakhs in the previous financial year.

Future Outlook:

Your directors are committed to accelerating the growth momentum in the coming years and remain
confident of a bright and prosperous future for the Company.

3. Change in the nature of business, if any:

There is no change in nature of business during the year 2024-25.

4. Dividend

Directors do not recommend any dividend for the year.

5. Transfer to Reserves

During the financial year 2024-25 the Company has not transferred any amount to any reserve.

6. Details of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or
Associate Companies during the year:

The Company does not have any Subsidiary, Joint Venture, Associate Company.

7. Receipt for In-principle approval and Pronouncement of Order for Reduction of Share Capital
of the Company under section 66 of Companies Act, 2013:

The Company, in its Extra-Ordinary General Meeting (EGM) held on December 16, 2024, approved a
Scheme of Reduction of Equity Share Capital under the provisions of Section 66 of the Companies
Act, 2013.

Earlier, the Board of Directors had obtained In-Principle Approval from BSE Limited on October 21,
2024, for the proposed reduction. The reduction pertained to the inadvertent allotment of 22,26,598
warrants converted into equity shares on January 16, 2013. Following the necessary procedural steps
and hearings, the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order
dated August 1, 2025, has approved the Scheme for Reduction of Equity Share Capital.

The certified copy of the NCLT order has been filed with BSE Limited and has been publicly
disclosed in accordance with regulatory requirements. The reduction aligns the capital structure with
the Company’s true financial position, aiming to enhance shareholder value and enable future dividend
payments, in line with applicable laws.

8. Proposed Change in Name of the Company

The Board of Directors, pursuant to Regulation 45 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has approved the proposal to change the name of the Company
from “JAIHIND SYNTHETICS LIMITED” to “JAIHIND INDUSTRIES LIMITED”

The proposed change of name is subject to the consent and the approval of the Members of the
Company and other statutory/regulatory authorities, as applicable.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), Mr. Pareshkumar Savani, Director
will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The
Board recommends his appointment.

Further, all Independent Directors of the Company have given declarations under Section 149(7) of the
Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Independent Directors hold office for
a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the
Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

10. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly,
formal evaluation of Board’s, it’s Committee and Directors performance is carried out annually. This
was designed to ensure, amongst other things, that the Board, its Committees and each Director
continue to contribute effectively.

As per Section 134(3) (p) of the Act, a statement indicating the manner in which formal annual
evaluation was made by the Board of their performance and that of its Committees and individual
Directors, has to be furnished to the Members as part of the Board’s Report.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board’s
Committee, as specified by Nomination and Remuneration Committee was done.

11. Policy on the Directors’ appointment and remuneration:

The Company’s Policy on the Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other matters as
provided under section 178 of the Act is available at company website.

12. Number of meetings of the Board of Directors:

Attendance in the number of Board Meetings held and attended during the year are as under:

During the year under review, following 5 (Five) meetings of the Board of Directors were held:

The intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1.

13. Committees of the Board:

The Company has constituted various committees in accordance with the provisions of the Companies
Act, 2013 the details of which are given as under:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

A. Audit Committee

The Board has framed the Audit Committee which ensures effective compliance of Section 177 of the
Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of experts
specialized in Accounting and Financial Management. The Chairperson of the Audit Committee is a
Non-Executive Independent Director. The composition of the Audit Committee, as on March 31,
2025, is as under:

> Composition of Audit. Committee

During the period under review, following 4 (four) Audit Committee Meetings were held:

The statutory auditors were the invitees to the above meetings.

> Terms of reference:

The terms of reference of the Audit Committee include:

1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the
Companies Act, 2013

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

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

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

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed the Nomination and Remuneration Committee Charter which ensures effective
compliance of Section 178 of the Act and Regulation 19 of the Listing Regulations. The Board has
clearly defined the terms of reference for the Nomination and Remuneration Committee, which are as
under:

> Composition:

During the period under review, the Committee met on February 14, 2025.

> Remuneration Policy:

The remuneration of the Executive Directors is recommended by the remuneration committee based
on factors such as industry benchmarks, the Company’s performance etc.

> Terms of Reference:

• Reviewing the overall compensation policy, service agreements and other employment
conditions of Managing / whole-time Director and Senior Management.

• To help in determining the appropriate size, diversity and composition of the Board. - To
recommend to the Board appointment and removal of Director.

• To frame criteria determining qualifications, positive attributes and independence of
Directors.

• To recommend to the Board remuneration payable to the Directors (while fixing the
remuneration to Executive Directors the restrictions contained in the Act, is to be considered).

• To create an evaluation framework for Independent Directors and the Board.

• To provide necessary reports to the Chairman after the evaluation process is completed by the
Directors.

• To assist in developing a succession plan for the Board.

• To assist the Board in fulfilling responsibilities entrusted from time to time.

• Delegation of any of its power to any Member of the Committee or the Compliance Officer.

> Performance Evaluation Criteria for Directors:

The criterion for performance evaluation is as under:

Role of Accountability:

- Understanding the nature and role of Independent Directors’ position.

- Understanding of risks associated with the business.

- Application of knowledge for rendering advice to management for resolution of business issues.

- Offer constructive challenge to management strategies and proposals.

- Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity:

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popular views.

Leadership and Initiative:

- Heading Board and sub-committees.

- Driving any function or identified initiative based on domain knowledge and experience.
Personal Attributes:

- Commitment to role and fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive, strategic and lateral thinking.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Shareholders’ Grievance Committee comprises of Three Directors i.e. Ms. Deviben Dinesh
Doshi, Mr. Dinesh Jayntalal Doshi, and Ms. Rinal Vijaybhai Doshi was the Chairperson of
Shareholders Grievance Committee.

> Meetings:

During the period under review, the Committee has met on February 14, 2025 and all the
Members were present.

> Terms of reference:

- Oversee and review all matters connected with the transfer of the Company’s securities.

- Approve issue of the Company’s duplicate share / debenture certificates.

- Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’
grievances related to transfer of securities, non-receipt of Annual Report, non- receipt of
declared dividend etc.

- Oversee performance of the Company’s Registrar and Share Transfer Agent (“RTA”).

- Recommend methods to upgrade the standard of services to investors;

- Monitor implementation and compliance with the Company’s Code of Conduct for
Prohibition of Insider Trading.

- Carry out any other function as is referred by the Board from time to time and / or enforced
by any statutory notification / amendment or modification as may be applicable.

- Perform such other functions as may be necessary or appropriate for the performance of its
duties.

14. Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect
to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)
Rules, 2014. So, the Company is not required to conduct CSR activities.

15. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy’/‘Vigil Mechanism’ in place. The objective of the Vigil
Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of
the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the
Company’s commitment to the highest possible standards of ethical, moral and legal business conduct
and fair dealings with all its stakeholders and constituents and its commitment to open communication
channels. The Company is also committed to provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The
Board of Directors affirms and confirms that no personnel have been denied access to the Audit
Committee. The Policy contains the provision for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company’s website.

16. Audit Reports:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (IND AS) notified under section 133 of the Act. The Company has received an unmodified
opinion in the Auditors’ Report for the financial year 2024-25.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rinkesh Gala &
Associates, Practicing Company Secretary (C.P. No. 20128) to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure ‘A’.

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a secretarial
audit report.

There are no major observations made by the Auditor in the Report except other non- compliances
mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are compiled to the fullest extent.

c) Secretarial Auditors:

The Board recommends to the Members of the Company, the appointment of M/s. R.A. Gala &
Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five
consecutive years, from the financial year 2025-26 to financial year 2029-30 and remuneration to be
paid to them.

d) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. PSV Jain &
Associates, Chartered Accountants were appointed as Statutory Auditor of the Company at the 36^th
AGM held on September 30, 2023, for a period of five (5) consecutive years from the conclusion of
that AGM till the conclusion of the 41^st AGM.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of activities undertaken by the
Company during the year under review.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy: NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipment: NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import
substitution: NA

c) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): NA

> the details of technology imported;

> the year of import;

> whether the technology has been fully absorbed;

> if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
and

> the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange
earnings and outgo is provided under:

18. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median
employee’s remuneration is made available at the corporate office of the Company during working
hours for a period of twenty-one (21) days before the date of the meeting.

19. Annual Return

In pursuant to Section 92 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company shall be filed in E-Form MGT-7 with the Registrar of
Companies within 60 days from the date of Annual General Meeting for the Financial Year 2024-25.

20. Share Capital

The Authorised Capital as at March 31, 2025 is Rs. 9,00,00,000/- and paid up Equity Share Capital
stood at 8,51,40,980/-. During the year under review, the Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

21. Management Discussion and Analysis Report

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a
detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

22. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements
of the Company for the year ended March 31, 2025, the Board of Directors hereby confirm that:

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

b) such accounting policies have been selected and applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for
the year ended on that date;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

23. Particulars of Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for
determining material subsidiaries and on materiality of related party transactions which are available
on the Company’s website and is accessible at the Company website.

All contracts/ arrangements/ transactions entered by the Company during the financial year under
review with related parties were in the ordinary course of business and on an arm’s length basis.

During the year under review, the Company has not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. Accordingly, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with
the justification for entering into such contract or arrangement in Form AOC-2 does not form part of
the report. However, the Directors draw attention of the members to the Standalone Financial
Statement which sets out related party disclosures.

24. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section
186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

25. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements.
The Company’s internal control systems, including internal financial controls, are commensurate with
the nature of its business and the size and complexity of its operations and the same are adequate and
operating effectively. These systems are periodically tested and no reportable material weakness in the
design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company’s internal control system including internal financial controls.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every
individual working in the Company. The Company has complied with the applicable provisions of the
aforesaid Act, including constitution of the Internal Complaints Committee. 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. All employees (permanent,
contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We
are pleased to inform you that no complaints pertaining to sexual harassment were received during the
Financial Year 2024-25. The policy can be accessed on the website of the Company at the Company
website.

27. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government.

28. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
maintenance of cost records is not mandated for the products manufactured by the Company.

29. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no events/instances/transactions occurred on these items during the year under review:

a) 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;

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company’s operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which
are reportable to the Central Government, as there were no such frauds reported by the Auditors.

30. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and
cooperation extended by the Government Authorities, Bankers, Customers, Employees and Members
during the year under review and look forward to their continued support.

For and on behalf of the Board of Directors,

Jaihind Synthetics Ltd

Dinesh Jayntalal Doshi
Chairman & Wholetime Director
DIN: 07789377

Date: August 28, 2025
Place: Mumbai