Parampara Dairy Delights Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting the 14^th Boards'' Report of the Company together with the
Standalone Audited Statement of Accounts for the financial year ended on March 31, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

FINANCIAL RESULTS:

The Company''s financial performance on Standalone basis during the financial year ended on March
31, 2025 as compared to the previous financial year, is summarized as below:

FINANCIAL PERFORMANCE	(Rs. in Lakhs except EPS)
Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	1,497.91	338.22
Other Income	9	-
Total Income	1,506.91	338.22
Less Total Expenses	1,493.71	340.80
Profit/(Loss) before Tax	13.20	(2.58)
Tax Expense	-	-
Exceptional Item	-	-
Profit/(Loss) after Tax(PAT)	13.20	(2.58)
Earnings per share (EPS)	0.16	(0.10)

The Standalone Financial Statements for the financial year ended on March 31, 2025 forms part of the
Annual Report.

*Due to ongoing dispute with regards to the ownership of subsidiary, company is not able to prepare
the consolidated details.

2. COMPANY''S PERFORMANCE

During the financial year under review, the company has made a revenue from operations of Rs. 2289.83

Lakhs as compared to Rs. 338.22 Lakhs during last financial year. During the financial year under review,
the Company has grown its business and earned gross profit of Rs. 16.82 lakhs as compared to loss of Rs.
10.44 lakhs during last financial year.

3. DIVIDEND:

Your Directors do not declare any dividend for the financial year under review due to conservation of
Profits of the Company.

4. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund] Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends
are required to be transferred by the Company to the IEPF; established by the Government of India, after
completion of 7(seven) years. Further, according to the IEPF Rules, the shares on which dividend has not
been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also be transferred
to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven) years
in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection fund (IEPF).

5. NATURE OF BUSINESS AND ANY CHANGES THEREIN:

During the financial year under review, the Company''s core business operations remained consistent with
its primary objectives.

6. CHANGE OF REGISTERED OFFICE:

During the financial year under review, the Company has not changed its registered office address.

However, after the closure of financial under review and before the date of Board Report, the company
has shifted its registered office address from Office No. 403, Fourth Floor, Money Plant Business, Nr.
Bhavik Publication, Silver Oak College Road, Gota, Ahmedabad, Gujarat -382481, to B-912, 9^th Floor, Swati
Trinity, Applewoods Townships, Shela, Ahmedabad-380058, Gujarat, India w.e.f. 01^st June, 2025.

7. TRANSFER TO RESERVES:

During the financial year under review, the Board of Directors, after careful consideration of the
Company''s financial performance and future strategic requirements, determined that no amount was
required to be transferred to any specific reserves. Consequently, no transfer to reserves was made by
the Company for the period under review.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

Due to the fraudulent activities of an unauthorized individual at Nanuan Finance Private Limited (now
Komalay Finance Private Limited], a wholly-owned subsidiary of A and M Jumbo Bags Limited, the
financial records for the subsidiary from the 2022-23 financial year onwards are unavailable.

This lack of data prevented us from preparing a consolidated financial statement. Therefore, the auditors
have used the standalone financial figures of the parent company, A and M Jumbo Bags Limited, to prepare
the financial statements for the period under review.

Please find a statement outlining the key features of our subsidiaries'' financial statements in Form AOC-1,
attached as "Annexure-I" to the company''s financial statement.

The Company doesn''t have any joint venture or Associate Company.

9. SHARE CAPITAL :

As on March 31, 2025, the Authorized, Issued, Subscribed and Paid-Up share capital of the Company
was as follows:

Share Capital	No. of Equity Shares of Face value of Rs. 10/- each	Total Amount (In
Authorized Capital	1,20,00,000	12,00,00,000
Issued, Subscribed and Paid up Capital	1,05,00,000	10,50,00,000

10. LISTING INFORMATION:

The Equity Shares of the Company are listed with NSE EMERGE Platform and in dematerialized form. The
ISIN No. of the Company is INE749Y01014.

Further, during the financial year under review, National Stock Exchange of India Limited (NSE], vide its
letter dated 05/08/2024, has granted approval for the revocation of suspension in trading of the
Company''s equity shares w.e.f 13^th August, 2024.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review, there were no contract or arrangement with related parties of the
Company.

It is pertinent to note that for the financial year ended March 31, 2025, certain provisions of the SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015 (LODR Regulations), including the
complete corporate governance requirements specified under Regulation 15(2] thereof, were not
applicable to the Company, as the Company is listed on the SME Exchange. Specifically, the provisions of
Regulation 23 pertaining to Related Party Transactions were not applicable to SME listed entities during
the financial year under review.

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

During the financial year under review:

A. Conservation of Energy-

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption-

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, are as where absorption has not taken place, and the reasons thereof:
None

iv. ) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings &Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure :Nil

13. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy
of Annual Return of the Company as on March 31, 2025 will be uploaded on the website of the Company
at the following web address: https://aandmiumbobags.com/investor.html.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and
General Meetings and such systems were adequate and operating effectively.

15. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the financial year under review, the particulars of Investments and Loans covered under Section
186 of the Companies Act, 2013 (“the Act”] have been duly disclosed in the financial statements provided
in this Annual Report. It is affirmed that the Company has not issued or provided any guarantees or
securities to any party during the reporting period.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Except as disclosed elsewhere in this report, 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 (i.e.,
March 31, 2025] and the date of this report (i.e. September 5, 2025].

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) BOARD OF DIRECTORS

The Board of Directors of the Company is characterized by a balanced composition, maintaining an
optimum mix of Executive and Non-Executive Directors. The Directors have demonstrated active
participation in all Board and Committee meetings, which significantly enhances the transparency of
decision-making processes and adds substantial value to the Company''s strategic direction. The Board is
effectively led by the Chairman, who is instrumental in taking strategic decisions, formulating policy
guidelines, and providing unwavering support to the Executive Directors, business heads, and associates.
The Board of Directors of the Company as on March 31, 2025, are as follows:

Name of the Director	Designation	DIN
Mr. Savankumar S. Shinghala	Managing Director	08548046
Mr. Siddharth J Patel	Non-Executive & Non Independent Director	08766790
Mr. Ankitkumar S Agrawal	Non-Executive & Independent Director	10118085
Mrs. Shweta Saparia	Non-Executive & Independent Director	10083476

The Board received a declaration from all the directors under Section 164 and other applicable provisions,
if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the
provisions of the Companies Act, 2013 (“Act”] or under the SEBI (Listing Obligation and Disclosure
Requirements] Regulations 2015.

(I) APPOINTMENT:

During the financial year under review, no directors have been appointed on the Board of the Company.

(II) CHANGE IN DESIGNATION:

During the financial year under review, the Board proposed to the shareholders to consider and approve
the change in designation of Mrs. Shwetaben A Saparia (DIN: 10083476] from Additional Non-Executive
Independent Director to Non-Executive Independent Director. The shareholders'' approved the same at the
13^th Annual General Meeting held on 30^th October, 2024.

(III) REGULARISATION:

During the financial year under review, there is no regularisation is proposed for the Directors.

(IV) RESIGNATION:

During the financial year under review, no resignation was received from any of the Directors of the
Company.

(V) RETIREMENT BY ROTATION / REAPPOINTMENT:

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by
rotation.

During the period under review, Mr. Siddharth Jayantilal Patel was liable to retire by rotation and
accordingly he was reappointed by the shareholders at the 13^th Annual General Meeting held on 30^th
October, 2024.

In accordance with the provisions of Section 152 of the Companies Act 2013, Mr. Savankumar S Shingala,
Managing Director of the Company, retires by rotation at the ensuing 14^th Annual General Meeting and
being eligible, has offered himself for reappointment. The said Director is not disqualified from being re¬
appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1)
and (2) of the Companies Act, 2013. Based on the recommendation of the Nomination and Remuneration
Committee, your Board proposes and recommends the re-appointment of Mr. Savankumar S Shingala.

(B) KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Key Managerial Personnel (“KMP”) of the Company are as follows:

Name of the KMP	Designation	Date of Appointment
Mr. Savankumar S. Shinghala	Managing Director	04th March, 2023
Mr. Hitendra Jain	Chief Financial Officer	06th November, 2024
Ms. Bhawna Rajawat	Company Secretary and Compliance Officer	01st November, 2024

CHANGES IN THE KEY MANAGERIAL PERSONNEL:

(I) APPOINTMENT

During the financial year under review, based on the recommendation of the Nomination and
Remuneration Committee, the Board had appointed Ms. Bhawna Rajawat as the Company Secretary and
Compliance w.e.f. 01st November, 2024 in their board meeting held on 29^th October, 2024.

(II) RESIGNATION

During the financial year under review, Ms. Shilpy Jaiswal has tendered her resignation from the Company
as the Company Secretary and Compliance w.e.f. 30^th August, 2024.

18. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act and other applicable regulations, if any (i) Mrs. Shwetaben Saparia and

(ii) Mr. Ankitkumar Agarwal are the Independent Directors of the Company as on March 31, 2025 and on
the date of this report (i.e. September 5, 2025).

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and
Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the
necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the
Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such
declarations include the confirmation to the effect that the Independent Directors have included their
names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the
necessary fees for the said registration and shall renew the registration timely.

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

(i) BOARD MEETINGS ("BoD”)

The Board of Directors of the Company meets at regular, predetermined intervals to oversee the
Company''s affairs, provide strategic direction, and make decisions pertaining to business policy, strategy,
financial performance, compliance, and risk management.

An annual calendar of Board and Committee Meetings is prepared and provided to all Directors in advance.
This enables Directors to plan their schedules and participate in discussions. Notices for all Board and
Committee Meetings are issued in adherence to the timelines prescribed under the Companies Act, 2013,
and the Secretarial Standards (SS-1) issued by the Institute of Company Secretaries of India. The Directors
have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

During the financial year under review, the Board of Directors met 07 (Seven) times. Each meeting was
conducted in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder,
as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intervening
gap between any two consecutive Board Meetings did not exceed the maximum period prescribed by the
Companies Act, 2013. The detailed attendance records and dates of these meetings are set forth below:

Name of Director	Savankumar S	Siddharth	Ankitkumar S	Shwetaben A
	Sit ingala	Jayantilal Patel	Agrawal	Saparia
Date of Meeting
April 5, 2024		yT		/
August 2, 2024				/
| September 6, 2024		yT		/
October 9, 2024				/
| October 23, 2024				/
November 1A, 2024				V
March lO, 2025		V	if	V

S: Present | x: Absent | “-" Not entitled / Not Applicable

(ii) AUDIT COMMITTEE ("AC”)

The Audit Committee of the Board stands duly constituted in strict conformity with Section 177 of the
Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers] Rules, 2014, as
amended.

The comprehensive scope and precise Terms of Reference for the Audit Committee have been meticulously
framed and are in strict alignment with the provisions stipulated under Section 177 of the Companies Act,
2013, and other applicable regulatory frameworks. The Committee operates within the ambit of these
meticulously defined Terms of Reference.

During the financial year under review, the Audit Committee convened 5 (five] times. The particulars
pertaining to the Committee''s constitution and the details of its meetings are enumerated below:

Name of Director	Ankitkumar S Agrawai	Shwetaben A Saparia	Savankumar S Sh ingala
Date of Meeting
April 5, 2024	S	S	S
August 2, 2024	S	V	V
October^, 2024	S	V	V
Movember 14, 2024	s	s	s
March 10, 2025	s

S: Present | x: Absent | “-" Not entitled / Not Applicable

During the financial year under review, the Board of Directors of the Company unanimously accepted all
recommendations tendered by the Audit Committee, reflecting the Board''s commitment to the
Committee''s oversight functions. Furthermore, no personnel were denied access to the Audit Committee,
underscoring its independent functioning and robust information-gathering capabilities.

(iii) NOMINATION AND REMUNERATION COMMITTEE ("NRC”)

The Nomination and Remuneration Committee is duly constituted in strict accordance with the provisions
of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014. The Committee''s terms of reference are meticulously framed to ensure full
compliance with the aforementioned statutory requirements.

The comprehensive scope and precise Terms of Reference for the Nomination and Remuneration
Committee have been meticulously framed and are in strict alignment with the provisions stipulated under
Section 178 of the Companies Act, 2013, and other applicable regulatory frameworks. The Committee
operates within the ambit of these meticulously defined Terms of Reference.

During the financial year under review, the Nomination and Remuneration Committee convened two
times. As on March 31, 2025 the detailed composition of the Committee and details of its meetings are
provided below:

Name of Director	Shwetaben A Saparia	Ankitkumar S Agrawal	Siddharth Jayantilal Pate!
Date of Meeting
Octobers, 2024	S	?	V''
October 23, 2024			¦/

S: Present | x: Absent | “-" Not entitled / Not Applicable

Pursuant to any resignation or appointment of a Director/KMP within the Company, the Board diligently
reviews and, where necessary, promptly adjusts the constitution of its committees. This proactive
approach ensures continuous adherence to the stipulated requirements of the Companies Act, 2013, and
other pertinent statutory provisions governing board committees.

Further, in adherence to Section 178(3) of the Companies Act, 2013, the Board has formally adopted a
comprehensive Nomination and Remuneration Policy. This policy sets forth the explicit criteria for
determining the qualifications, positive attributes, and independence of directors, as well as the framework
for the remuneration of directors, Key Managerial Personnel (KMP), and other employees. This policy is
readily accessible on the Company''s official website at https://aandmjumbobags.com/investor.html.

During the financial year under review, the Board of Directors of the Company unanimously accepted all
recommendations tendered by the Nomination and Recommendation Committee, reflecting the Board''s
commitment to the Committee''s oversight functions. Furthermore, no personnel were denied access to the
Audit Committee, underscoring its independent functioning and robust information-gathering capabilities.

(iv) STAKEHOLDER''S RELATIONSHIP COMMITTEE ("SRC”)

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has
duly constituted the Stakeholders'' Relationship Committee. The terms of reference for the Committee are
framed to diligently oversee and address all matters concerning the interests and grievances of the
Company''s security holders, including its shareholders, debenture holders, and other security holders.

Pursuant to the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, the Board has
adopted a formal policy outlining the scope and functions of the Committee. This policy is specifically
designed to facilitate the prompt consideration and resolution of grievances raised by the security holders.

During the financial year under review, the Committee convened one (1) meeting. The Company has
systematically addressed and resolved all complaints received from its security holders. As of March 31,
2025, there were no complaints pending resolution and the composition of the Stakeholders'' Relationship
Committee and details of its meetings are provided below:

Name of Director	Ankitkumar S Agrawa!	Shwetaben A Saparia	Savankumar S Shingala	Siddharth Jayantilai Pate!
Date of Meeting
Octobers, 2024		V	?	V''

S: Present | x: Absent | “-” Not entitled / Not Applicable

The Board is committed to maintaining the appropriate composition of its committees. In the event of any
resignation or appointment of a Director, the Board proactively reviews and, where necessary, promptly
adjusts the constitution of its committees. This ensures continuous adherence to the stipulated
requirements of the Companies Act, 2013, and other pertinent statutory provisions governing board
committees.

(v) INDEPENDENT DIRECTORS MEETING

In adherence to Clause VII of Schedule IV of the Companies Act, 2013, the independent directors of the
Company convened a separate meeting. During this meeting, they meticulously reviewed the performance
of the Non-Independent Directors and the Board as a whole. They also evaluated the performance of the
Chairman, considering the perspectives of both executive and non-executive directors. Furthermore, the
independent directors assessed the quality, quantity, and timeliness of information flow between the
management and the board.

The company has a robust orientation program for newly appointed independent directors. This program
familiarizes them with the company''s business, operations, and their specific roles and responsibilities.
The orientation includes presentations and discussions led by the Chairman, Executive Directors, and
senior management.

As on March 31, 2025 the following are Independent Directors and during the financial year under review,
the Independent Director meet once the details are provided below:

Name of Director	Ankitkumar S Agrawa!	Shwetaben A Saparia
Date of Meeting
March 10P 2025		?

20. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

During the financial year under review, The Board of Directors has evaluated the Independent Directors
and is of the opinion that the integrity, expertise, and experience (including proficiency] of these
Independent Directors are satisfactory.

21. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the Directors
individually, as well as the evaluation of all the committees i.e., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, and other Committees of Board of
Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its
committees and individual directors, including the Chairman of the Board. The exercise was carried out by
feedback survey from each Directors covering Board functioning such as composition of Board and its

Committees, experience and competencies, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual directors including the Chairman of the Board who were evaluated
on parameters such as attendance, contribution at the meeting, etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience,
knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making,
governance, etc. The Board commended the valuable contributions and the guidance provided by each
Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent
Directors and the Board as a whole by the Independent Directors in their separate meeting being held every
year.

22. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account
during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end
of the year: Nil Annual Report 2025 76

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

23. DIRECTORS TRAINING AND FAMILIARIZATION:

The Company undertakes and makes necessary provision of an appropriate induction programme for new
Directors] and ongoing training for existing Directors.

The new Director(s) are introduced to the Company culture, through appropriate training programmes.
Such kind of training programmes helps develop relationship of the directors with the Company and
familiarize them with Company processes.

The management provides such information and training either at the meeting of Board of Directors or at
other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

24. EMPLOYEES'' STOCK OPTION PLAN:

The Company has not provided stock options to any employee during the year

25. CORPORATE GOVERNANCE REPORT:

The Company''s Board constantly committed to upholding the standards of corporate governance,
integrating robust principles into its operational framework over the years. In accordance with Regulation
15(2] of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions
pertaining to corporate governance, as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation
46(2], and Paragraphs C, D, and E of Schedule V, are not applicable to a listed entity that has exclusively
listed its specified securities on the SME Exchange.

The Company securities are listed on the SME Exchange, the aforementioned corporate governance
provisions do not apply to the Company. Consequently, a separate Corporate Governance Report is neither
mandated nor included as part of this Annual Report.

26. MANAGEMENT DISCUSSIONS AND ANALYSIS:

Your attention is drawn to the perception and business outlook of your management for your company for
current year and for the industry in which it operates including its position and perceived trends in near
future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements] Regulations, 2015 is attached and forms part of this Directors
Report.

27. PUBLIC DEPOSITS:

During the financial year under review, the Company has not invited, accepted, or renewed any deposits
from the public, nor has it received any deposits deemed to be public deposits within the purview of
Sections 73 and 76 of the Companies Act, 2013, read in conjunction with the Companies (Acceptance of
Deposits] Rules, 2014, and other allied rules and circulars.

Consequently, the requirements for furnishing details relating to deposits covered under Chapter V of the
Companies Act, 2013, or the details of deposits that are not in compliance with the said Chapter, are not
applicable to the Company for the reporting period.

28. STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors] Rules, 2014 and based on the recommendation of Audit Committee the Board of Directors
proposed to the Shareholders for the appointment of M/s. A.K. Ostwal & Co., Chartered Accountant (Firm
Registration Number: 107200W], as a Statutory Auditor of the Company for a term of 5 (five] years
commencing from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th Annual
General Meeting to be held in Financial Year 2028-29, the shareholders approved the said appointment at
the 13^th Annual General Meeting held on 30^th October, 2024.

29. OBSERVATIONS OF STATUTORY AUDITORS:

The Auditor''s Report does not contain any observations / qualifications / disclaimers made by the
Statutory Auditors in their report for the financial year ended on March 31, 2025 read with the explanatory
notes therein are self- explanatory and therefore, do not call for any further explanation or comments from
the Board under Section 134(3] of the Companies Act,2013.

30. REPORTING OF FRAUDS BY STATUTORY AUDITORS:

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section
143(12] of the Act read with Companies (Accounts) Rules, 2014.

31. INTERNAL AUDITOR:

During the financial year under review, the Board considered the recommendation of Audit Committee and
appointed M/s. Kanudawala & Associates LLP, Chartered Accountants (Firm Registration Number:
135176W) as an Internal Auditor to conduct an internal audit of the Company for the Financial Year 2024¬
25.

32. OBSERVATIONS OF INTERNAL AUDITOR:

During the financial year under review, the Internal Auditor''s Report does not contain any observations /
qualifications / disclaimers made by the internal Auditors. The internal audit reports were reviewed and
deliberated at the audit committee meeting and Board meeting.

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company maintains an internal financial control system designed to ensure the orderly and efficient
conduct of its business, safeguard its assets, prevent and detect fraud and errors, and ensure the accuracy
and completeness of accounting records.

The system includes adequate controls commensurate with the size and nature of the company''s business.
These controls are regularly reviewed to ensure they are operating effectively. Management is responsible
for the design and implementation of internal controls, while the Audit Committee oversees their
effectiveness and the integrity of financial reporting.

The financial statements are prepared in accordance with applicable Accounting Standards. The internal
audit function periodically reviews the internal controls and provides its findings to the Audit Committee
for review and necessary action.

Based on the reviews conducted, the internal financial controls are considered adequate for the
company''s operation.

34. SECRETARIAL AUDITOR:

Based on the recommendation of the Audit Committee, the Board of Directors, 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, appointed M/s. Himanshu S K Gupta, Company
Secretaries, Ahmedabad, Gujarat, to conduct the Secretarial Audit for the financial year ended March 31,
2025.

The Secretarial Audit Report, issued by M/s. Himanshu K Gupta & Associates, Ahmedabad, Company
Secretaries, in the prescribed Form MR-3, is annexed to this Report as "Annexure-IV” and forms an
integral part of the Director''s Report. Secretarial auditors'' observation(s) in secretarial audit report
and directors'' explanation thereto -

Observation 1: The Company did not consolidate the financial statements of its subsidiary as required
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, citing an ongoing ownership dispute
which has restricted access to the subsidiary''s information.

Response: The Company acknowledges that the regulatory requirement to consolidate the financial
statements of our subsidiary. As many of you are aware, there is an ongoing ownership dispute concerning the
subsidiary, which has regrettably limited our access to its financial information. We want to be clear that this
is a temporary situation that is not a result of any internal governance failures. Our team is actively engaged
in resolving this dispute as quickly as possible, and we will proceed with the necessary action.

Observation 2: The promoter did not submitted disclosure under Regulation 31(4] of the SEBI (SAST)
Regulations, 2011 to the Company owing to the Promoter being non-traceable, hence the company was
unable to file the said disclosure.

Response: It is clarified that the non-submission of the required disclosure under Regulation 31(4) is a direct
consequence of a personal issue involving the promoter, who is currently non traceable. As this is a matter
outside the company''s control, we have taken all reasonable steps within our purview. The company''s
management has and will continue to communicate with the relevant regulatory authorities and trying for
the information. This is an isolated incident related to an individual''s circumstances and does not reflect a
systemic issue with our corporate compliance.

Observation 3: For the financial year 2024-25, the large corporate disclosures as per the SEBI circulars
dated November 26, 2018, August 10, 2021 (updated April 13, 2022], and October 19, 2023 was not
applicable however, the required non-applicability confirmation was not filed..

Response: The Company clarifies that the large corporate disclosures were not applicable to our company for
the financial year 2024-25. However, recognizing that while the main requirement did not apply, the non¬
applicability confirmation should have been filed. We''ve updated our process to make sure we file this
disclosure on time from now on.

Observation 4: The Company was unable to update details of Trading Window closure on NSDL/CDSL portals
during the year as required under SEBI (PIT] Regulations, 2015; management attributed this to depository
access being linked with the contact details of non-traceable promoters.

Response: The inability to update the trading window closure details on the NSDL and CDSL portals was due to the
portals'' access being linked to the contact details of the aforementioned non-traceable promoters / Directors. While
this was an unfortunate technical and legacy issue, please be assured that the company''s internal trading window
closure policy was fully complied with at the time. The Company is proactively working with the depositories and is
in process to updated the access details to align with the current management, thereby rectifying this issue.

Observation 5: The Company filed PDF disclosures with the Stock Exchange regarding (i) the change in
designation of Ms. Shwetaben Arvindbhai Saparia and (ii) the appointment of Ms. Bhawna Rajawat as Company
Secretary, but did not submitted the requisite XBRLs as mandated under Regulation 30 of SEBI (LODR)
Regulations, 2015

Response: The Company hereby states that the requisite XBRL filings for the change in designation of Ms. Shwetaben
Arvindbhai Saparia and the appointment of Ms. Bhawna Rajawat as Company Secretary were not submitted,
despite the PDF disclosures being timely filed with the Exchange. This was a procedural lapse related to the filing
format, not the content of the disclosure. Further, We''ve updated our process to make sure we file this disclosure on
time from now on. The core information was made public in a timely manner through the PDF filing, maintaining
full transparency

35. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit] Rules, 2014, as amended from time to time, the Company is not required to maintain
Cost Records under said Rules.

36. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9] of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers] Rules, 2014, a listed Company and every such class of companies as
prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimisation on raising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements
and reports, etc.

The Company has framed an appropriate Vigil Mechanism Policy and further re-affirms that the Company
is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link:
https://aandmiumbobags.com/pdf/8-Whistle%20Blower%20Policy.pdf.

37. RISK MANAGEMENT POLICY:

In today''s economic environment, risk management is a very important part of the business. The main aim
of risk management is to identify, monitor and take precautionary measures in respect of the events that
may pose risks for the business. Your company''s risk management is embedded in the business processes.

Your company has identified certain risks like price risk, uncertain global economic environment, interest
rate, human resource, competition, compliance and industrial health and safety risk and also planned to
manage such risk by adopting best management practice.

Further, The Board of Directors of the Company has formulated Risk Management Policy and Guidelines to
avoid events, situations or circumstances which may lead to negative consequences on the Company''s
businesses and defined a structured approach to manage uncertainty and to make use of these in their
decision-making pertaining to all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

38. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your company is committed to providing a safe, healthy, and harassment-free work environment for all its
employees, ensuring that every individual is treated with dignity and respect.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal] Act, 2013, the company has constituted an Internal Complaints Committee (ICC). The company''s
policy on the prevention of sexual harassment is comprehensive, prohibiting such behaviour by law and
the company''s code of conduct. The policy aims to create and maintain an atmosphere where all employees
can work without fear of harassment or exploitation. During the financial year under review, no complaints
of sexual harassment were received by the Company.

The summary of sexual harassment complaints during the financial year is as follows:

Sl.	Particulars	Nos
No

1	Number of complaints of sexual harassment received	0
2	Number of complaints disposed of during the year	0
3	Number of cases pending for more than 90 days	0

39. STATEMENT OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

Your Company is committed to upholding the rights and welfare of its employees, particularly in relation
to maternity benefits. In accordance with the Maternity Benefit Act, 1961, the Company has established a
comprehensive formal policy that outlines the provisions and entitlements available to our employees
during maternity leave. The policy aims to ensure that all eligible employees receive the benefits mandated
by the Act, including paid maternity leave, medical benefits, and job security upon their return to work. We
regularly review and update our policy to ensure compliance with any amendments to the Act and to reflect
best practices in supporting our employees.

The summary of maternity benefit-related records for the financial year is as follows:

Sl. No	Particulars	Nos
1	Number of women employees working	0
2	Number of women employees eligible for Maternity Benefit	0
3	Number of women employees who availed Maternity Benefit	0

40. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE

There have been no material changes and commitments, 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.

41. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions related to Corporate Social responsibility under
Companies Act, 2013 is not applicable to the Company.

42. PREVENTION OF INSIDER TRADING

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct
for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price
Sensitive Information and trading in security by insiders.

43. INDUSTRIAL RELATIONS

During the period under review, the personal and industrial relations with the employees remained cordial
in all respects. The management has always carried out systematic appraisal of performance and imparted
training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of
rewarding performance.

44. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient
features of this system are centralized database of all complaints, online upload of Action Taken Reports
(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and
its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.
Your Company would like to inform you that it has not received any complaint on the SCORES during
financial year 2024-25.

45. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of
the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for Annual
Report 2025 80 complying with the provisions of the Listing Regulations, requirements of securities laws
and SEBI Insider Trading Regulations. The Investor can send their query to [email protected].

46. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state
government and there were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status and the Company''s operations in future.

47. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

48. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares During the financial year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

49. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any ESOP During the financial year under review and hence no information
as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

50. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act
read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor
or by the Company itself under the IBC before the NCLT.

52. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the financial year under review, No orders have been received or passed by any Regulator or Court
or Tribunal which can have impact on the going concern status and the Company''s operations in future.

53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the financial year under review, there has been no one time settlement of loans taken from banks
and financial institutions.

54. MATERIAL CHANGES DURING THE YEAR

During the financial year under review, National Stock Exchange of India Limited (NSE), has granted
approval for the revocation of suspension in trading of the Company''s equity shares w.e.f 13th August,
2024.

Other than as mentioned above, there has been no material changes that occurred in the Company.

55. LOANS FROM DIRECTORS:

During the financial year under review, the Company has borrowed amount(s] from Directors and the
same is disclosed in the financial statement.

56. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration] Rules, 2014 have been marked
as “ANNEXURE __”.

57. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the financial year under review, the Business Responsibility and Sustainability Report as stipulated
under Regulation 34 of the Listing Regulations is not applicable to the Company and hence it does not form
part of this Annual Report.

58. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5] of the Companies Act, 2013, in relation to audited
financial statements of the Company for the financial year ended on March 31, 2025, the Board of Directors
confirms that:

(i) In the preparation of Annual Accounts for the period ended March 31, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures.

(ii) 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/Loss of the Company for the year ended March 31, 2025.

(in] 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;

(iv) The annual accounts for the financial year ended March 31, 2025 on a going concern basis.

(v) Internal financial controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.

(vi)Proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

59. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website
namely “http://www.aandmjumbobags.com/” containing basic information about the Company. The
website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results
and information of the designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company, etc.

60. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions, Central and State Government authorities, Regulatory
Authorities, Stock Exchanges and various other stakeholders for their consistent support and
encouragement to the Company.

Regd Office: B-912, 9th Floor, For and on behalf of the Board of Directors

Swati Trinity, Applewoods A and M Jumbo Bags Limited

Townships, Shela, Ahmedabad-
380058

Place: Ahmedabad Sava n kuma r S S h i nga l a Siddharth Patel

Date: 05/09/2025 Chairman & Managing Director Director

(DIN: 08548046) (DIN: 08766790 )

---

Mar 31, 2024

Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended on March 31, 2024.

FINANCIAL PERFORMANCE	(IN THOUSANDS)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	33822.31	-
Other Income	0.08	-
Total Income	33822.39	-
Less Total Expenses	34866.40	(397.38)
Profit/(Loss) before Tax	(1044.01)	(397.38)
Tax Expense	-	-
Exceptional Item	-	(17586.58)
Profit/(Loss) after Tax(PAT)	(1044.01)	(17983.96)

REVIEW OF PERFORMANCE

During the financial year, the company has tried to reinitiate its business operations.

Durng the year under review, the company has made a revenue from operations of Rs. 33822.31 thousands as compared to Nil revenue from operations during last financial year. As the company is growing its business & trying to revive its business operations it has incurred loss of Rs. 1044.01 thousand- during financial year under review as compared to Rs. 17983.96 thousands during FY 22-23.

Dividend & Reserves

The Board of the Company has not recommended any dividend for the year.

Change in nature of business

During the year under review, the company reported business activities under its new business activities that is Agro/Agri, Milk and Dairy Products. The management of the company are hopeful for positive results in upcoming years. Mention the object clause change details here...

Change in Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital stands at Rs.10,50,00,000/-divided into 1,05,00,000 Equity Shares of Rs. 10/- each. There has been no change in the share capital during the period ended March 31, 2024.

Subsidiaries, Joint Ventures and Associate Companies

Nanuan Finance Private Limited (Now Komalay Finance Private Limited] is a wholly owned subsidiary of A and M Jumbo Bags Limited. Nanuan Finance Private Limited is Non-Banking Finance Company..

Due to fraudulent activities made by the unauthorized person in the wholly owned subsidiary company in FY 2022-23. Therefore, Financial statements of subsidiary company Nanuan Finance Private Limited (Now Komalay Finance Private Limited] for the Financial Year 2022-2023 were not available; therefore Auditors have considered standalone figure of the Financial Statement as a Consolidated figures for the Financial Year 2022-23 & also for FY 2023-24. Accordingly all the unauthorized changes made in the financial of the wholly owned subsidiary company is Disowned by the Company. A statement containing salient features of the financial statements of the Company''s subsidiaries in form AOC-1 is attached here with as “Annexure -1” to the financial statement of the Company.

The Company doesn''t have any joint venture or Associate Company.

Board of Directors And Key Managerial Personnel

During the year, company has appointed new qualified management in the company. To protect the company from this fiasco, the company decided to rope in and they requested existing Directors to Allow Professional Board and CEO to Manage Business of Company. Therefore, company has appointed Mr. Hitendra Jain as a CEO he is a qualified professional and has Rich professional Experience of over 30 years in India, UAE, Switzerland and Singapore, worked with Fortune-500 companies, like Aditya Birla Group, Wilmar Singapore, KRBL Ltd lndia, MCX lndia and Ruchi Soya Group. He is an invited speaker on LC and Compliance globally.

The designation of Mr. Hitendra Jain has been changed from the CEO to CFO w.e.f. 06/11/2023.

The changes in Board of Directors of the Company since 1^st April 2023 till the date of this report is hereunder;

Constitution of Board

As on date of this report, the Board of the Company comprises of four Directors out of which one is Executive Director, one is Non- Promoter Non-Executive Director and rest of the Directors are NonPromoter Non-Executive Independent Directors and one CEO. As on the date of this report, the Board comprises following Directors.

Name of Directors	Category cum Designation	Date of Appointme nt at current term	Total Directorship	No. of Committee		No. of share held as on March 31, 2024
				In which directo r is Chairm an	In which director is member
Mr. Hitendra Jain	CEO	04/02/23	-	-	-	-
Ms. Drashti Solanki	Independent Director	30/05/23	3	2	3	-
Mr. Ankit Agrawal	Independent Director	30/05/23	5	-	5	-
Mr. Savan S. Shinghala	Managing Director	04/08/23	3	1	2	2056000
Mr. Siddharth J. Patel	Non-Executive Director	04/08/23	3	1	2	488000

Committee includes Audit Committee and Nomination and Remuneration Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2] of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board to review the half yearly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, the Board of Directors of the Company met 5 (Five] times viz; 16^th April, 2023, 30^th May 2023, 04^th August, 2023, 06^th November 2023, 05^th January 2024.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

Name of Director	Mr. Hitendr a Jain	Mr. Savankuma r S. Shingala	Mr. Siddharth patel	Mr. Varun J. Shah	Mr. Ankit Agrawal	Mrs. Drashti Solanki	Mrs. Shweta S. Saparia
No. of BM Held	05	04	04	05	04	02	01
Number of Board Meetings Eligible to attend	05	04	04	05	04	02	01
Number of Board Meeting attended	05	04	04	05	04	02	01
Presence at the previous AGM	No	Yes	Yes	Yes	No	NO	NO

Change in Directors & KMPs

During the Financial year 2023-2024, Mr. Hitendra Jain (DIN 05168726] has been appointed as CFO of the company in the Board meeting held on November 06, 2023.

Mr. Balwantsingh Ujagarsingh Pannu, Mr. Jaypalsinh Vaghela, Mr. Manan Thothawala and Mr. Amitsinh Himmatsinh Dabhi- Directors and Mr. Samirbhai Patel-CFO of the company resigned from the Board w.e.f. 30/05/2023

Ms. Drashti L. Solanki (101396197] and Mr. Ankit kumar Agrawal (10118085] had been appointed as Additional Independent Director of the Company w.e.f. 30/05/2023. Further, on 04^th August, 2023, the Company has appointed Mr. Savan S. Shingala (08548046] as Managing Director and Mr. Siddharth J. Patel (DIN: 08766790] as a Non-executive Additional Directors of the company subject to their approval in the ensuing Annual General Meeting of the company.

Mr. Varun Shah resigned from the Board w.e.f. 07/02/2024. Ms. Drashti L Solanki (101396197] resigned from the Board w.e.f. 21/11/2023 and Mrs. Shwetaben Saparia has been appointed as Independent director of the company 05/01/2024.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Mr. Siddharth Patel (DIN: 08766790] Non-Executive director of the Company, retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment as such. The Board of Directors recommends his appointment on the Board.

Moreover, Mrs. Shilpy Jaiswal has been appointed as Company Secretary of the Company w.e.f. 16^th February, 2023.

The relevant details, as required under Regulation 36 (3] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“SEBI Listing Regulations”] and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the 13th Annual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013.

A separate meeting of Independent Directors was held on November 06, 2023to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at http: //www.aandmjumbobags.com/.

The Company had received necessary declaration from each independent director under Section 149 (7] of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6] of the Companies Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

a. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

b. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

c. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

d. Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Director Responsibility

Pursuant to section 134(5] of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 the end of the financial year and of the profit or loss of the Company for that year;

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 for the year ended March 31, 2024 on going concern basis.

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

Committee of Board

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Three (3) times during the financial year 2023-2024 viz; Company met 3 (Three) times viz; May 05, 2023; August 08, 2023 and November 06, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of Meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Mr. Varun J. Shah	Non-Executive Director	Chairperson	3	1	1
Mr.Jaypalsinh Vaghela	Independent	Member	3	1	1

	Director
Mr. Manan Thothawala	Independent Director	Member	3	1	1
Mr. Ankitkumar S. Agrawal	Independent Director	Chairperson	3	2	2
Ms. Drashti Laxmikant Solanki	Independent Director	Member	3	2	2
Mr. Hitendra Jain	Chief Executive Officer	Member	3	2	2

Mr. Varun Jignesh Shah, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on 29^th August, 2023

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended].

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met Four (4] times viz; May 05, 2023; August 08, 2023, November 06, 2023, and January 05, 2024.The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of Meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Mr.Manan Thothawala	Independent Director	Chairperson	4	1	1
Mr. Jaypalsinh Vaghela	Independent Director	Member	4	2	2
Mr. Balwantsingh U. Pannu	Non-Executive Director	Member	4	2	2
Mr. Varun Shah	Non-Executive	Member	4	2	2

	Director
Mrs. Drashti Solanki	Independent Director	Chairperson	4	2	2
Mr. Ankit Agrawal	Independent Director	Member	4	2	2

Further, the terms of reference of the Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013.

Stakeholder Relationship Committee

The Company has formed Stakeholder Relationship committee in line with the provisions Section 178 of the Companies Act, 2013 and SEBI Regulation. Stakeholder Relationship Committee meetings are generally held for identifying the investors issues.

During the year under review, the Stakeholder Relationship Committee met One (1] time viz;. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of Meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Mr. Varun Shah	Non-Executive Director	Chairperson	1	1	1
Mr.Manan Thothawala	Independent Director	Member	1	1	1
Mr. Jaypalsinh Vaghela	Independent Director	Member	1	1	1
Mr. Balwantsingh U. Pannu	Non-Executive Director	Member	1	1	1
Mr. Hitendra Jain	Chief Executive Officer	Member	1	1	1

Further, the terms of reference of the Stakeholder Relationship Committee is as per Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:-

• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

Policy on remuneration of Director, key managerial personnel and senior management personnel.

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.aandmiumbobags.com.

Public Deposit

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

Corporate Governance

The compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b] to (i) of sub-regulation (2] of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as the Company''s securities are listed on SME Platform (Pursuant to Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015].

Risk Management

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.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI] framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 is attached and forms part of this Directors Report.

Particulars of Loans, Guarantees and 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 Statement.

Annual Return

The Annual Return for the financial year 2023-24 will be available on the website of the Company and the same is available at www.aandmjumbobags.com.

Contracts and Arrangements with Related Parties

During the financial year 2023-24, the company has not entered into any transactions with related parties as defined under Section 2(76] of the Companies Act, 2013, within the meaning of Section 188 of the Companies Act, 2013.

Material changes and commitment affecting financial position of the Company

As reported earlier, a fraud made with the Wholly Owned Subsidiary Company i.e. Komalay Finance Private Limited. The details in this regard are mentioned in above para of this Board Report and due to the same company''s financial condition has been affected adversely.

Particular of Employee

During the year the company has not paid any remuneration to whole-time director of the company. At present there are no regular employee in the company as per Section 197(12] of the Companies Act, 2013, read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

Internal Financial Control

The Company has appointed Internal Auditor for the FY 2023-24 and the internal Auditor made submission his report to the Board of Directors. The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy-

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption-

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, are as where absorption has not taken place, and the reasons thereof: None

iv. ) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings &Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure :Nil

Statutory Auditors and Auditors'' report

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 12^th Annual General Meeting held on 29^th August, 2023 appointed M/s. MAAK & Associates, Chartered Accountants (Firm Registration No. 135024W) as the statutory Auditors of the Company till the conclusion of the 17^th AGM.

However, due to the pre occupation of the M/s. MAAK & Associates, they will not be able to continue as Statutory Auditor of the Company. Therefore, the Board hereby recommends to the Shareholders for the appointment of M/s. A.K. Ostwal & Co., Chartered Accountant (Firm Registration Number: 107200W), as a Statutory Auditor of the Company for a term of 5 (five) years commencing from the conclusion of the 13^thAnnual General Meeting until the conclusion of the 18^th Annual General Meeting to be held on 2029.

Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Himanshu K Gupta & Associates, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - C.

Qualifications, reservation or adverse remark or declaimer made secretarial auditor are as follows:

1. The Company has failed to submit the Large Corporate disclosure for financial year 2023-2024 as per the applicability criteria given under the Chapter XII of SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13th April 2022, as amended.

2. Company has failed to submit Compliance Certificate u/r 74(5) of SEBI (Depositories and Participants) Regulations, 2018.

3. Company has failed to approve and submit consolidated financial results for the half year and year ended 31^st march 2023 and half year ended 30^th September, 2023 as per provisions of regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. During the year Company has failed to submit disclosure of resignation of Statutory Auditor S.P. Patel and Jain to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.

5. Company has failed to submit form MGT-14 for the Appointment of Secretarial Auditor of the company Mrs. Hirvi Shah for the F.Y. 2023-24 as per section 179 of the Companies Act, 2013.

6. During the year Company has failed to submit disclosure of Resignation of secretarial Auditor of the company Mr. HIRIV SHAH to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.

7. During the year Company has failed to submit disclosure of Resignation of secretarial Auditor of the company Ms. Bhumika Ranpura to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.

8. Company has failed to submit form MGT-14 for approval of Consolidated Audited Financial Results for the financial year ended 31^st March, 2023 as per section 179 of the companies act, 2013.

• Board Comments on secretarial audit report:

A. The company has failed to submit the Large corporate Disclosure for financial Year 2023-2024 as per the applicability criteria given under the chapter XII of SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13^th April, 2022 as amended.

Clarification: As per SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13^th April, 2022 as amended the company doesn''t fall under the criteria of Large Corporate Entity disclosure.

Further, the said disclosure is Not Mandatory as per the compliance calendar of the NSE SME Emerge portal also. Still the company has uploaded the certificate of Non applicability of Large corporate Entity for the year 2023-2024, But, the entry of that submission was not reflecting on Neaps portal.

B. Company has failed to submit compliance certificate u/r 74 (5) of SEBI (Depositories and participants) Regulations 2018.

Clarification: The Company has timely submitted all applicable Stock Exchange compliance taking due care, but the entries for submitted certificate u/r 74 (5) SEBI (Depositories and participants) were not visible for two quarters i.e for quarter ended on 30.06.2023 and 30.09.2023, But due to technical issue it is not reflecting on NSE portal. The management has also tried to approach NSE on mail asking for non-visibility of all four submitted certificates but till date we have not received any response from their end.

But, it is confirmed that there are no change in securities listed and held in the Depository. Hence, no stakeholder interest affected adversely.

C. Company has failed to approve and submit consolidated financial results for half year and year ended 31^st March, 2023 and half year ended 30^th September, 2023 as per the provisions of regulation 33 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Clarification: - The Company has submitted Consolidate Financial Results for the half year and year ended 31^st March, 2023 timely as is visible on NEAPS portal within 30 minutes of conclusion of Board Meeting. However, due to technical issue XML file was not able to process at that time and later on NSE considered the issue and resolve it by allowing us to submit XML file of consolidated result of FY 2022-23 and the same are reflecting on NSE.

For September, 2023, the company has no record of subsidiary, hence unable to file Consolidated result and exchange also considered the same and accordingly, we have made provision in the financial of FY 2023-24 as per the suggestion of exchange.

D. During the year company has failed to submit disclosure of resignation of Statutory Auditors M/s Patel & Jain to the exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.

Clarification: The Patel & Jain, Chartered Accountant was appointed due to casual vacancy for FY 2022-23 and appointed for only that period. He has not provided his consent for his appointment of further period, hence question of resignation is not arised.

E. Company has failed to submit form MGT 14 for the appointment of Secretarial Auditor of the company Mrs. Hirvi shah for the financial year 23-24 as per section 179 of the Companies Act, 2013.

Clarification:-The Secretarial Audit of FY 2023-24 was done by M/s Bhumika Ranpura & Associate and compliance in this regarding has been done by the company.

F. During the year company has failed to submit disclosure of resignation of Secretarial Auditors of the company Mrs. Hirvi Shah to the stock Exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.

Clarification: M/s Hirvi Shah had not carried any Secretarial Auditor of the company. Further, SEBI circular 18^th October, 2019 had also provided clarity that Sub-clause (7A) inserted under Clause A in Part A of Schedule III under Regulation 30(2) of SEBI LODR Regulations is applicability to Statutory Auditor cases.

G. During the year company has failed to submit disclosure of resignation of Secretarial Auditors of the company Ms. Bhumika Ranpura to the stock Exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.

Clarification: Ms. Bhumika Ranpura was appointed for FY 2022-23 only. She has not provided her consent of FY 2023-24, hence the question of her resignation is not arised.

H. Company has failed to submit form MGT 14 for approval of consolidated Audited Financial Results for the financial year ended 31^st March 2023 as per section 179 of the Companies Act, 2013.

Clarification: The Company has complied with all applicable ROC compliances during the year under review and the Form MGT 14 for consolidated Audited Financial Results the year ended 31^st March, 2023 was filed vide SRN AA3195659 dated 29^th June 2023.

The Secretarial Audit report for Financial Year is attached herewith. (Annexure 4).

Reporting of Fraud

The Auditors of the Company have reported any fraud as specified under Section 143(12) of the Companies Act, 2013 in respect of FY 2023-24 with Registrar of Companies, Ahmedabad.

Compliance with the provision of SS -1 and SS-2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely “http://www.aandmjumbobags.com/” containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

a. Details relating to deposits covered under Chapter V of the Act;

b. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares] to employees of the Company under any scheme save and ESOS;

d. Annual Report and other compliances on Corporate Social Responsibility;

e. There is no revision in the Board Report or Financial Statement;

f. Due to some of procedural matter the NSE made temporary suspension of the Company from the Stock Exchange. The Management of the Company is taking necessary action for revocation of suspension.

g. NSE imposed fine to the Company regarding non-compliance of Reg 6(1] of SEBI(LODR), 2015. The management has filed an application to the SEBI in respect of waiver of the fine.

h. Information on subsidiary, associate and joint venture companies.

Acknowledgement

Your company & directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.

Regd. Office: Office No. 403, Fourth For and on behalf of the Board of Directors

Floor, Money Plant Business, Nr. Bhavik ^{A and M} J^umb° ^{Bags Limited}

Publication, Silver Oak College Road,

Gota, Ahmedabad, Gujarat -382481,

Place: Ahmedabad Date: 09/10/2024

Savankumar S Shingala Siddharth Patel

Managing Director & Director

Chairman (DIN: 08766790 )

(DIN:08548046)