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:

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:

*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:

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:

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:

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:

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:

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)