Shri Jagdamba Polymers Ltd

Dear Members,

With an immense pleasure, the Board of Directors of your Company presents the 40^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on March 31, 2024, are summarized below:

(? in Lakhs)

OPERATIONS Total Income

During the Financial Year ended on March 31, 2024, it is noted that the total income amounted to f 36700.75 Lakhs, representing an increase of 9.52% compared to the total income of f 33511.58 Lakhs for the previous Financial Year ended on March 31, 2023.

Profit Before Tax

The profit before tax for the Financial Year ended on March 31, 2024, amounted to f 4433.52 Lakhs, representing an increase of 7.91% compared to the profit before tax of f 4108.51 Lakhs for the previous Financial Year ended on March 31, 2023.

Profit After Tax

The profit after tax for the Financial Year ended on March 31, 2024, amounted to ^ 3227.34 Lakhs, representing an increase of 7.35% compared to the profit after tax of ^ 3006.26 Lakhs for the previous Financial Year ended on March 31, 2023.

The Company's earnings per share for the Financial Year 2023-2024 was ^ 36.85.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Audited Financial Statements for the Financial Year 2023-2024, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review. DIVIDEND

The Board of Directors its meeting held on August 30, 2024 considered the interests of our shareholders and in accordance with the Company's established track record and practices, recommended a dividend of ^0.75 per equity share of ^1/- each for the Financial Year 2023-2024 (0.75%) on the Equity Share Capital of ^ 87,58,000/- for the year ended on March 31, 2024 aggregating to ^65,68,500, subject to the approval of the Members at the ensuing Annual General Meeting.

The Unclaimed Dividend relating to the Financial Year 2016-17, is due for transfer during October 2024 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules), 8000 Equity Shares of ^1/- each on which Dividend had remained Unclaimed for a period of 7 years from Financial Year 2015-16, has been transferred to the credit of the Demat Account identified by the IEPF Authority. As on March 31, 2024, 19000 Equity Shares of the Company were in the credit of the Demat Account of the IEPF Authority.

Furthermore, if the dividend is approved by the shareholders at the ensuing Annual General Meeting, it will be disbursed to those members whose names appear in the Register of Members as beneficial owners on the record date, which is Saturday, September 14, 2024. The Registrar & Transfer Agent of the Company will furnish the list of Register of Members for dividend distribution.

The shareholders are requested to note that the information pertaining to the Tax Deduction at Source on dividends paid which have become taxable in the hands of shareholders w.e.f. April 1, 2020, in pursuance to the amendment in Finance Act, 2020, has been mentioned in the notes to the Notice of this Annual General Meeting forming part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report as ANNEXURE- E.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company's CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company's website.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in "ANNEXURE-F" which forms part of this Board Report.

Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance report which forms part of this Annual Report.

AUDITORS Statutory Auditor

At the 39^th Annual General Meeting held on September 29, 2023, the members approved appointment of M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, Ahmedabad (Registration No. 135182W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 39^th AGM up to the conclusion of 44^th AGM to be held in the year 2027-28. The Board has taken note and M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for the Financial Year ended March 31, 2024. The notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments or explanations.

Internal Auditor

The Board of Directors has officially appointed Mr. Rutil Suthar, Senior Accountant, an employee of the Company as an Internal Auditor of the Company for the Financial Year 2023-2024 to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control.

With his expertise and experience, Mr. Rutil Suthar plays a crucial role in evaluating and improving our internal financial processes and systems.

Secretarial Auditor

The Board of Directors has officially appointed M/s. G. R. Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor for out esteemed Company for Financial Year 2023-24.

The Secretarial Audit Report received from M/s. G. R. Shah & Associates, Practicing Company Secretary, is attached herewith as ANNEXURE - G. During the audit, the following observations were made by the auditor.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as ANNEXURE - H to this Board Report.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.shrijagdamba.com.

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE - I.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as ANNEXURE-J. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism. For details, please refer Corporate Governance Report attached as ANNEXURE - J.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in ANNEXURE - K which forms part of this Board Report.

CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, Promoter Group, Key Managerial Personnel's, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration with regards to compliance with the Code of Conduct for the Financial Year 2023-2024 has been received by the Company from the Managing Director and is annexed to the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March 31, 2024, the Board of Directors states that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there is no material departure from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit 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 have prepared the annual accounts for the Financial Year ended March 31, 2024, on a going concern basis;

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

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

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company.

NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company.

RISK MANAGEMENT

The Company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Efficient risk management is the key to achieving short term goals and sustained value creation over the long term. A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Risk Management Policy is also available on the Company's website i.e. www.shrijagdamba.com .

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owner undertakes the corrective action in their respective areas and thereby strengthen the internal controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

MATERIAL CHANGES

Incorporation of a Subsidiary Company

The Company has incorporated a subsidiary company in the name of "Global Polyweave Private Limited" ("the Subsidiary") on Tuesday, August 20, 2024, under the corporate identity number U13999GJ2024PTC154530, having its registered office in the State of Gujarat to carry on the business as manufactures, processors, converters, representative, traders, dealers, exporters, importers, factors, distributors, consignors, consignees and stockiest/ suppliers of all classes, kind, nature and description of technical textile, polymers, plastic, geo-textiles, non-woven and woven products including PP/HDPE woven fabrics.

The Subsidiary is yet to commence its business operations.

INFORMATION OF SUBSIDIARY / WHOLLY OWNED / JOINT VENTURES / ASSOCIATE COMPANIES

Global Polyweave Private Limited (the Subsidiary"), is a private limited company incorporated on August 20, 2024, under the provisions of the Companies Act, 2013, under the corporate identity number U13999GJ2024PTC154530, having its registered office in the State of Gujarat and is yet to commence its business operations.

BOARD MEETINGS

During the Financial Year under review, the Board of Directors of the Company met for 7 (Seven) times for considering and approval of various agenda items of the Company, which were circulated well in advance to the Board. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

BOARD OF DIRECTORS

The Company's Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies, assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a high standard of governance to ensure the Company's sustainable growth and development.

The details of size and composition of the Board of Directors:

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the following changes took place in the Board Structure of the Company:

> In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Vikas Srikishan Agarwal (DIN: 03585140), who was liable to retire by rotation at the Annual General Meeting held on September 29, 2023, and who had offered himself for re-appointment, was re-appointed.

Others

> Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act.

> Also, pursuant to Schedule V(C)(10)(i) of Listing Regulations; the Company has received certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

> The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

From March 31, 2024, the end of the Financial Year, to the present date, the following changes took place in the Board Structure of the Company

> The Board in its meeting held on April 23, 2024, re-appointed Mr. Shail Akhil Patel (DIN: 08427908) as an Independent Director of the Company for the second term of 5 consecutive years, in continuation of his first term, commencing from April 25, 2024.

> The Board in its meeting held on June 25, 2024:

• took note of the completion of tenure of Mrs. Mudra Sachin Kansal (DIN: 06904735) as an Independent Director of the Company whose second and final term as an Independent Director came to an end from the closure of business hours of June 26, 2024.

• Further, as a part of internal restructuring, based on the recommendations of Nomination and Remuneration Committee, Mrs. Radhadevi Agarwal (DIN: 07309539) have been appointed as a Non- Executive NonIndependent Director of the Company effective from June 26, 2024, liable to retire by rotation.

• Mr. Ramakant Bhojnagarwala (DIN: 00012733) stepped down as Chairman with effect from closure of business hours on June 25, 2024. Mr. Ramakant Bhojnagarwala, (DIN: 00012733), shall continue to act as the Managing Director of the Company. The other terms and conditions of his appointment remain unchanged.

• Upon the recommendation of the Nomination and Remuneration Committee, the Board redesignated Mr. Maheshkumar Gaurishankar Joshi (DIN: 07214532), Non- Executive Independent Director, as the Chairperson of the Company. The other terms and conditions of his appointment remained unchanged.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These committees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for information or approval.

The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company. For more details about the composition of these committees, meetings held, attendance, and other information, please refer to the Corporate Governance Report, which is included in this Annual Report.

The Board of Directors has the following committees:

Since the end of the Financial Year on March 31, 2024, the company has undergone internal restructuring of its Board of Directors leading to changes in the composition of various Board Committees. For details, please refer Corporate Governance Report attached as ANNEXURE - J.

EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated.

KEY MANAGERIAL PERSONNEL

The Company boasts a team of dynamic, highly qualified, experienced, committed, and versatile persons in its management. These persons hold the designation of 'Key Managerial Personnel (KMPs)' in compliance with the applicable provisions. We present below the details of the Key Managerial Personnel for the year under review:

* For a detailed account of changes in the Board of Directors and Key Managerial Personnel from the year ending March 31, 2024, up to the present, please refer to the section "Board of Directors" in Director's Report.

OTHER STATUTORY DISCLOSURES Deposits

During the Financial Year 2023-2024, the Company has not accepted, renewed or pending any deposits under Sections 73 and 74 of the Companies Act, 2013 read with relevant rules thereof.

Investor Education and Protection Fund (IEPF)

The Company is in compliance with the provisions of the Sections 124 & 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended from time to time.

Share Capital

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. Further, as on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as of March 31, 2024, continues to stand same with no changes as per the details below:

Share Capital Structure (including Capital & No. of Shares)

Maintenance of Cost Record

During the Financial Year 2023-24, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Details of loans granted, investments undertaken, guarantees extended, and securities furnished, along with any specified utilization purposes by the beneficiaries if any, are comprehensively outlined in the Financial Statements' accompanying notes. This documentation forms an integral segment of this Annual Report.

Listing

The Equity Shares of the Company remain listed on "BSE Limited" as of now. The Company has already paid the annual listing fees for the Financial Year 2023-2024 to maintain its listing status on BSE Limited.

In addition to that, the Company has also paid the Annual Custody Charges for the Financial Year 2023- 2024 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Adherence to Statutory Compliances

During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances of the Act, Listing Regulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company. This unwavering commitment to compliance ensures that the Company operates within the legal framework, maintaining transparency and accountability in its operations. By upholding these standards, the Company strives to build trust among its stakeholders while fostering a culture of responsible corporate governance.

Significant and Material Orders Passed by the Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the Financial Year 2023-2024.

Application under the Insolvency and Bankruptcy Code, 2016

During the year under review, your Company has neither made any application, nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2024.

Details of settlement done with Banks or Financial Institutions

There were no instances of settlement with banks or financial institutions during this period.

Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their continued guidance, assistance and cooperation. The Board also places on record its sincere appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company's performance and applauds them for their superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to build a stronger tomorrow.

As the Company is approaching the new Financial Year 2023-2024, with all your support, the Company will be able to overcome all the challenges for the times to come.