Your directors have pleasure in presenting 28^th (Twenty Eighth) Annual Report on the
business and operations of the Company and the accounts for the Financial Year ("F.Y.")
ended on 31^st March 2025.

FINANCIAL RESULTS:

STATE OF COMPANY'S AFFAIRS:

During the period under review, the Company is in the process of Generation of Revenue
due to takeover of the Company via Open Offer.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in business of the Company.

DIVIDEND:

With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your directors have decided not to
recommend any dividend for the period under review.

TRANSFER TO RESERVES:

During the period under review, there has been no transfer to of profits to the reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on
March 31, 2025, is available on the Company's website at https: / / www.jagjanani.com/.

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

Other than as stated elsewhere in this report, there were no material changes and
commitments affecting the financial position of the Company, which occurred between the
end of the financial year to which this financial statement relates on the date of this Annual
Report except to open offer made by company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the
internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating are not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holdings, subsidiary, associate or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers / acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March 2025 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mr. Avanishkumar Manojkumar Patel (DIN:

02724940) Managing Director of the Company, retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General
Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

There were no changes in the composition of the Board of Directors during Financial
Year Ended on 31^st March 2025, reflecting continuity in governance and leadership
throughout the period.

Board of Directors as on March 31,2025:

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under
the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules &
Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

During the period under review, the Separate Meeting of Independent Director of the
company was held on 13^th February 2025.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.

1. Mr. Avanishkumar Manojkumar Patel - Managing Director

2. Ms. Shweta Amit Tolwani - Company Secretary

3. Mr. Manishkumar Jain - Chief Financial Officer

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company's policies and
strategies apart from the Board Matters. During the year, Five Board meetings were
convened and held on 28.05.2024, 14.08.2024, 03.09.2024, 14.11.2024 and 13.02.2025
respectively, in respect of which meetings proper notices were given and the proceedings
were properly recorded and signed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there
under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ending on 31^st March 2025, the
applicable accounting standards had been followed along with proper explanation
relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at 31^st March, 2025 and of the Profit of the
Company for the period ended on 31^st March, 2025.

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls ('IFC') and that such Internal
Financial Controls are adequate and were operating effectively.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at https://jagjananitextile.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance and that of its
statutory committee's Viz., Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy of

the composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters
such as level of engagement and contribution, independence of judgment safeguarding the
interest of the Company and its minority shareholders etc. The entire Board carried out the
performance evaluation of the Independent Directors and also reviewed the performance of
the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting
of the Independent Directors of the Company was held on 13.02.2025 to evaluate the
performance of the Chairman, Non- Independent Directors and the Board as a whole and
also to assess the quality, quantity and timeliness of flow of information between the
management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of Directors within the overall ceilings
prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are
paid remuneration as mutually agreed between the Company and the Executive Directors
within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus;

> The remuneration including annual increment and performance bonus is decided based
on the criticality of the roles and responsibilities, the Company's performance vis-a-vis
the annual budget achievement, individual's performance vis-a-vis Key Result Areas
(KRAs) / Key performance Indicators (KPIs), industry benchmark and current
compensation trends in the market.

COMMITTEES:

The Company has constituted the respective committees applicable to the Company during
the period under review. The details of the same is mentioned in the Corporate Governance
Report. Further the Company has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors
of the Company and therefore do not call for any comments under Section 134 of the Act.
The Auditors' Report is attached with the Financial Statements in this Annual Report.

M/s. Rajeshkumar P. Shah & Co, Chartered Accountants (ICAI Firm Registration No.
129110W)), Chartered Accountants, have been appointed as Statutory Auditors of the
Company for a period of 5 years at the 26^th Annual General Meeting was held on 27^th
September, 2023 to hold the office from conclusion of that meeting until the conclusion of the
31^st Annual General Meeting of the Company to be held in the year 2028. As required under
Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

Secretarial Auditors:

Pursuant to the 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 M/s. Utkarsh Shah & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial
year ended 31^st March 2025. The Secretarial Audit Report in Form No. MR - 3 for the
financial year ended 31^st March 2025 is annexed to this report as 'Annexure - A'.

The Secretarial Auditor has made an observation and Board of Directors of your Company
has already Complied on the respective Observations.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the
Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to
Financial Statements. During the year, such controls were tested and no reportable material
weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial
results including revised disclosures to the Audit Committee. The approach and changes in
policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by
the Internal Auditors. Internal Audit observations and corrective action taken by the
Management were presented to the Audit Committee. The status of implementation of the
recommendations were reviewed by the Audit Committee on a regular basis and concerns if
any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.

SHIFTING OF REGISTERED OFFICE

Your Directors are informed that, the proposal of shifting of Registered office from the State
of Rajasthan to Gujarat has been placed before the shareholders for approval. The shifting is
proposed pursuant to change of management of the Company.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary
course of business and on an arm's length basis. However, the Company has not entered into
any related party transaction, as provided in Section 188 of the Companies Act, 2013, with
the related party. Hence, Disclosure as required under Section 188 of the Companies Act,

2013 is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work
environment to its employees. Your directors further state that during the year under review
there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints
Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 during the financial year 2024-25. The details regarding the same is enclosed as
'Annexure - B'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
'Annexure - C'.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for F.Y. 2024-25, as per Regulation 34(3) read with
Schedule V of the Listing Regulations along with the Certificate from Practicing Company
Secretary confirming the compliance with the conditions of Corporate Governance forms
part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future outlook
as per Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report is not applicable to the Company.

INSURANCE:

The Company's Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured
basis on replacement value. The scope of coverage, insurance premiums, policy limits and
deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and
environment safety has been one of the key concerns of the Company. It is the constant
endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers,
Vendors, Banks and other business partners for the excellent support received from them
during the year. The Directors place on record unstinted commitment and continued
contribution of the Employee to the Company.

For and on behalf of the Board
Jagjanani Textiles Limited

Avanishkumar Manojkumar Patel
Chairman & Managing Director
DIN: 02724940

Date: 03.09.2025
Place: Ahmedabad