DIRECTORS' REPORT

The Board of Directors ('the Board') have the pleasure in presenting the Directors' Report as a part of the 27^th Annual Report of Jai Balaji
Industries Limited ('the Company') together with the Audited Financial Statements and Auditor's Report thereon for the financial year
ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS

FINANCIAL & OPERATIONAL PERFORMANCE

The Company has achieved total Revenue from Operations of
Rs. 5,784.27 crores for the financial year under review as against
Rs. 6,350.80 crores in the previous financial year. The Company
recorded a net profit of Rs. 129.95 crores during FY 2025-26,
compared to a net profit of Rs. 557.88 crores during FY 2024-25.

During the year under review, the steel industry continued to
operate in a challenging global environment marked by subdued
international steel prices, geopolitical uncertainties, and persistent
pressure from low-priced imports, particularly from China. Despite
these challenges, the company's strategic focus on value-added

products and operational efficiencies has enabled it to navigate
these challenges. Your company continues to pursue its vision of
emerging as an efficient producer of iron and steel products. It
remains focused on enhancing capacity utilisation across all units,
optimizing cost and improving operational efficiency.

Your Company has an integrated steel plant and manufactures
different products in Steel sector. Your Company has expanded
its portfolio by entering into the business of OPVC pipes/ tubes/
fittings etc. in addition to its existing business. The aim behind such
proposed expansion is to leverage synergies with the Company's
existing product portfolio and to explore new growth opportunities.

SHARE CAPITAL

As on 31^st March, 2026, the Authorized Share Capital of the Company
stands at Rs. 1,89,00,00,000/- and the paid up share capital of the
Company stands at Rs. 1,82,45,02,860/-.

During the year, there have been no changes in the total share
capital of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the
nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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 to which the financial statements relate
and the date of this Report.

SUBSIDIARIES AND JOINT VENTURE COMPANIES
Subsidiary

The Company had incorporated a wholly-owned subsidiary,
Kesarisuta Industries Uganda Limited, in Uganda in July 2023 with
the objective of undertaking the business of sale of Ductile Iron
Pipes and other related products.

However, since its incorporation, the subsidiary has not commenced
any commercial operations and has not undertaken any business
activities or financial transactions. The Board of Directors of the
Company at their meeting held on 16^th April 2025 approved
the closure of the said subsidiary. Pursuant thereto, the notice of
cessation of business by the subsidiary company was published
in the Uganda Gazette on 27^th June, 2025. Hence, it ceased to be
subsidiary of the Company.

Joint Ventures

The Board of Directors at its meeting held on 12^th February, 2026
approved the termination of Joint Venture Agreement dated 5^th
March, 2008 in relation to Rohne Coal Company Private Limited
(RCCPL) with immediate effect as the purpose for which the
Joint Venture was formed no longer subsists pursuant to the de¬
allocation of the Rohne Coking Coal Block. Further, the Joint Venture
Agreement dated 21^st January, 2009 in relation to Andal East Coal
Company Private Limited is no longer in force as the said Joint
Venture Company is presently under liquidation. Hence, Rohne Coal
Company Private Limited and Andal East Coal Company Private Ltd
ceased to be Joint Ventures of the Company.

In view of the above, the Company is not required to consolidate
its financial statements during the year under review, and therefore,
disclosure of a statement containing salient features of the financial

statements of the subsidiary and joint ventures of the Company in
Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013
is not applicable for the year under review.

DIVIDEND

In view of the fund requirements for the operations of the Company,
your Directors do not recommend any Dividend for the financial
year ended 31^st March, 2026.

The Dividend Distribution Policy as formulated and adopted by the
Company as per Regulation 43A of the SEBI Listing Regulations is
available on the website of the Company athttps://iaibalaiigroup.
com/wp-content/uploads/2021/12/Dividend Distribution Policy.
pdf

TRANSFER TO RESERVES

During the financial year 2025-26, the Company has decided to
retain the entire profit and does not propose to transfer any amount
to the General Reserve. For details regarding the transfer to other
reserves, please refer note No.17 of the financial statements for the
year, which are self-explanatory.

DEPOSITS

During the year under review, your Company has not accepted
any public deposits falling within ambit of Section 73 & 74 of
the Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 from the public. Further, there were no
outstanding deposits within the meaning at the end of the year i.e.
as on 31^st March, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

a. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company's Articles of Association,
Shri Rajiv Jajodia (DIN: 00045192), Director of the Company is
liable to retire by rotation at the 27^th Annual General Meeting
and being eligible offers himself for re-appointment. Based on
the recommendation of the Nomination and Remuneration
Committee, the Board recommends the re-appointment of
Shri Rajiv Jajodia (DIN: 00045192) as Director liable to retire
by rotation.

During the year under review, based on the recommendation
of the Nomination and Remuneration Committee, the Board
of Directors of the Company at their meeting held on 16^th
April, 2025 appointed Shri Pradip Kumar Tibdewal (DIN:
07977787) as an Additional Director (Category- Non Executive
Independent Director) of the Company w.e.f 16^th April, 2025,
subject to approval of the shareholders. Thereafter, pursuant
to the provisions of Sections 149, 152 and other applicable
provisions, if any of the Act, the Companies (Appointment and

Qualification of Directors) Rules, 2014 read with Schedule IV of
the Act and Regulation 17 and other applicable regulations of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended from time to time (including any
statutory modification(s) or re-enactment(s) thereof), the
members of the Company approved the appointment of Shri
Pradip Kumar Tibdewal (DIN: 07977787) as an Independent
Director of the Company for a period of 2 (two) years w.e.f 16^th
April, 2025, not liable to retire by rotation, by passing a special
resolution through postal ballot on 14^th June, 2025. He meets
the criteria as per Section 161(1) of the Act for being appointed
as an Independent Director and in this respect a notice in
writing under Section 160 of the Act has been received by the
Company from a member, proposing his candidature for the
office of director.

Smt. Rakhi Bajoria (DIN: 07161473) and Smt. Seema Chowdhury
(DIN: 07158338) completed their second term of 5 (five)
consecutive years as Independent Directors of the Company
on 16^th April, 2025 and consequently ceased to be Directors of
the Company with effect from the closure of business hours
on 16^th April, 2025. The Board of Directors and Management
of the Company placed on record their sincere appreciation
for the services rendered by Smt. Rakhi Bajoria and Smt.
Seema Chowdhury.

Further, based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors of the
Company at their meeting held on 8^th August, 2025, appointed
Shri Parthasarathi Mukhopadhyay (DIN: 01968529) as an
Additional Director (Category- Non Executive Independent
Director) of the Company w.e.f 8^th August, 2025 for a period of 2
(two) years, subject to approval of the shareholders. Thereafter,
pursuant to the provisions of Sections 149, 152 and other
applicable provisions of the Act, the Companies (Appointment
and Qualification of Directors) Rules, 2014 read with Schedule IV
of the Act and Regulation 17 and other applicable regulations
of the SEBI Listing Regulations, as amended from time to time
(including any statutory modification(s) or re-enactment(s)
thereof), the members of the Company at the 26^th Annual
General Meeting held on 18^th September, 2025, approved
the appointment of Shri Parthasarathi Mukhopadhyay (DIN:
01968529) as an Independent Director of the Company for
a period of 2 (two) years w.e.f. 8^th August, 2025, not liable to
retire by rotation, who meets the criteria as per Section 161(1)
of the Act for being appointed as an Independent Director and
in respect of whom a notice in writing under Section 160 of
the Act has been received by the Company from a member,
proposing his candidature for the office of director.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the
Company at their meeting held on 8^th August, 2025, also
approved the re-appointment of Shri Rajiv Jajodia (DIN:

00045192) and Shri Gaurav Jajodia (DIN: 00028560) as Whole¬
time Directors of the Company in accordance with the
provisions of the Companies Act, 2013 and the rules made
there under (including any statutory modification(s) or re-
enactment(s) thereof ), subject to approval of the members
and such other authorities as may be required, for a period
of 3 (three) years commencing from 1^st September, 2025 and
approved the terms and conditions of their re-appointment.
Thereafter, pursuant to the provisions of Sections 196, 197,
198, 203 and other applicable provisions of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Schedule - V of the
Act (including any statutory modification(s) or re-enactment(s)
thereof), the members of the Company at the 26^th Annual
General Meeting held on 18^th September, 2025, approved the
re-appointment of Shri Rajiv Jajodia (DIN: 00045192) and Shri
Gaurav Jajodia (DIN: 00028560) as Whole-time Directors of the
Company for a period of 3 (three) years commencing from 1^st
September, 2025 and approved the terms and conditions of
their re-appointment.

Further, Shri Ashim Kumar Mukherjee (DIN: 00047844)
completed his second term of 5(five) consecutive years as
Independent Director of the Company and consequently
ceased to be the director of the Company with effect from
closure of business hours on 01^st December, 2025. The Board
of Directors and the Management of the Company placed on
record their deep appreciation for the contributions made by
Shri Ashim Kumar Mukherjee during his association with the
Company over the years.

After closure of the financial year, based on the recommendation
of the Nomination and Remuneration Committee, the Board of
Directors of the Company at their meeting held on 30^th May,
2026, approved the re-appointment of Shri Sanjiv Jajodia (DIN:
00036339) as Whole-time Director of the Company for a further
period of 3 (three) years commencing from 30^th June, 2026,
in accordance with the provisions of the Act and the rules
made thereunder (including any statutory modification(s) or
re-enactment(s) thereof), subject to approval of the members
at the ensuing Annual General Meeting and such other
authorities as may be required, and also approved the terms
and conditions of his re-appointment.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the
Company at their meeting held on 14^th August, 2026,
appointed Shri Babu Swadesh Sharma (DIN:11862049) as an
Additional Director (Executive Director) for a period of 3 (three)
years commencing from 15^th September, 2026, in accordance
with the provisions of the Act and the rules made thereunder
(including any statutory modification(s) or re-enactment(s)
thereof), subject to approval of the members at the ensuing
Annual General Meeting and such other authorities as may

be required, and also approved the terms and conditions of
his appointment.

Further, the current tenure of Shri Pradip Kumar Tibdewal
(DIN: 07977787) and Shri Parthasarathi Mukhopadhyay (DIN:
01968529) as Non-Executive Independent Directors of the
Company is scheduled to expire on 15^th April, 2027 and 7^th
August, 2027. Considering their valuable contributions to the
Board and based on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors, at
its meeting held on 14^th August, 2026, approved their re¬
appointment as Non-Executive Independent Directors of
the Company for a second term of 5(five) consecutive years
commencing from 16^th April, 2027 and 8^th August, 2027
respectively, subject to approval of the Members at the ensuing
Annual General Meeting of the Company.

Shri Bimal Kumar Choudhary, Whole-time Director (DIN:
08879262) whose tenure will complete as Whole-time Director
from the close of business hours on 14^th September, 2026 has
stepped down from the Directorship of the Company from the
close of business hours on 14^th September, 2026. The Board of
Directors and Management of the Company placed on record
their sincere appreciation for the services rendered by Shri
Bimal Kumar Choudhary.

None of the directors are disqualified for being appointed as
Directors, as specified in Section 164(2) of the Companies Act,
2013 read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

In terms of the Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all independent
directors of the Company have registered with IICA (Manesar)
as an Independent Director to continue to hold the office as an
independent director in any company.

During the year under review, there has been no other change
in Key Managerial Personnel of the Company except as
stated above.

b. Remuneration of Directors

Based on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors at their
meeting held on 16^th April, 2025, approved revision in
remuneration of Shri Aditya Jajodia, Chairman and Managing
Director, Shri Sanjiv Jajodia, Whole-Time Director and Chief
Financial Officer, Shri Rajiv Jajodia and Shri Gaurav Jajodia,
Whole-Time Directors of the Company, with effect from 01^st
April, 2025 till the remaining period of their tenures. The Board
approved such revision pursuant to the authority granted
by the Members of the Company at the Annual General
Meeting held on 13^th September, 2024, to alter and vary the
remuneration from time to time as may be mutually agreed,
subject to a specified limit.

Details pertaining to their remuneration have been provided
in the copy of Annual Return available on the website of the
Company under the weblink:https://www.iaibalaiigroup.com/
annual-return

c. Independent Directors and declarations given
by them

All the Independent Directors of the Company have
furnished the requisite declarations under Section 149(7) of
the Act, affirming that they continue to satisfy the criteria of
independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations. They
have further confirmed compliance with Schedule IV to the Act
and the Company's Code of Conduct, and that there has been
no change in circumstances which may affect their status as
Independent Directors of the Company.

The Board is of the view that the Independent Directors,
including those appointed during the year, possess the
requisite qualifications, expertise, experience, and professional
proficiency across diverse fields and uphold the highest
standards of integrity. Further, in accordance with Section 150
of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the Independent
Directors have confirmed that they are registered with the
databank maintained by the Indian Institute of Corporate
Affairs. The Independent Directors who were required to
undertake the online proficiency self-assessment test have
successfully qualified the same.

d. Separate Meeting of Independent Directors of
the Company

Details of separate meeting of Independent Directors of the
Company held in terms of Schedule IV of the Companies
Act, 2013 and Regulation 25(3) of the Listing Regulations are
given in Corporate Governance Report which forms part of the
Annual Report.

e. Familiarization programme for Independent Directors

In compliance with Regulation 25 of the Listing Regulations, the
Company has in place a structured familiarisation programme
for its Independent Directors. Familiarisation initiatives were
conducted with the objective of enhancing the Independent
Directors' understanding of the Company's business model and
operations, regulatory environment, governance framework
and risk management practices. Further, at the time of the
appointment of an Independent Director, the Company issues
a formal letter of appointment/re-appointment outlining his/
her role, function, duties and responsibilities.

The details of such familiarisation programmes are available
at the website of the Company athttps://jaibalajigroup.
com/familiarization-programmes-imparted-to-independent-
directors/

COMMITTEES OF THE BOARD

The Company has various Board level committees in accordance
with the requirements of the Companies Act, 2013, which are
as under:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders' Relationship Committee

Ý Management (Finance) Committee

Ý Corporate Social Responsibility Committee

Ý Internal Complaints Committee

Ý Risk Management Committee

All the recommendations made by the Committees of the Board
including the Audit Committee were accepted by the Board.

MEETINGS OF THE BOARD HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on
business policy and strategy apart from other Board Business.
During the year under review, 5 (five) meetings were convened and
held, i.e., on 16^th April, 2025, 12^th May, 2025, 8^th August, 2025, 14^th
November, 2025 and 12^th February, 2026; the details of which are
given in the Corporate Governance Report. The intervening gap
between the meetings was well within the period prescribed under
the Companies Act, 2013 and SEBI Listing Regulations.

A detailed report on the Board of Directors and its Committees,
including their composition, terms of reference, meetings held
during the year, attendance of Directors at each meeting is provided
in the report on the Corporate Governance, which forms part of
this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has carried out an annual evaluation
of its own performance, the performance of its Committees and
that of Individual Directors. The performance evaluation of the
I ndependent Directors was carried out by the entire Board, excluding
the Director being evaluated. The performance evaluation of the
Chairperson and Non-Independent Directors was carried out by the
Independent Directors at their separate meeting. The evaluation
process considered various aspects including the composition of
the Board, experience and competencies of Directors, governance
practices and the contribution of Directors towards the strategic
direction and effective functioning of the Company.

SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and (5) of the Act, the Board of
Directors, to the best of their knowledge and ability, state and
confirm that:-

1. In the preparation of annual accounts for the financial year
ended 31^st March, 2026, the applicable accounting standards
have been followed along with proper explanation relating to
material departures;

2. We 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 as on 31^st March, 2026 and of
the profit of the Company for the year ended on that date;

3. We have 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;

4. The annual accounts for the financial year ended 31^st March,
2026, have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company
were laid down and that such internal financial controls were
adequate and were operating effectively;

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

NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination
and Remuneration policy which includes the terms and conditions
for appointment and payment of remuneration to the Directors,
Key Managerial Personnel (KMP) and other Senior Management
Personnel (SMP) including criteria for determining qualifications,
positive attributes, independence of a director as per Schedule IV of
the Companies Act, 2013. The said policy has been made available
on the website of the Company athttps://iaibalaiigroup.com/wp-
content/uploads/2021/02/nomination-remuneration-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Jai Balaji Industries Limited, Corporate Social Responsibility (CSR)
is an integral part of the Company's commitment to sustainable
development and responsible corporate citizenship. The Company
regards CSR as a catalyst for fostering inclusive growth and creating
enduring social value, with a focus on contributing meaningfully
to the economic and social advancement of the communities in
which it operates.

The Company firmly believes that its responsibilities extend beyond
business performance and encompass active participation in
addressing societal challenges. Guided by this philosophy, your
Company remains committed to undertaking initiatives that
promote community welfare, strengthen social infrastructure
and enhance the overall quality of life of the underprivileged and
marginalized sections of society.

The Company's CSR initiatives are strategically designed to generate
sustainable and measurable impact across diverse areas of social

development. The Company endeavours to contribute towards
inclusive and sustainable development while creating long-term
value for society and its stakeholders.

In terms of the provisions of the Section 135 of the Companies Act,
2013, the Company has a Corporate Social Responsibility Committee.
The terms of reference of the Corporate Social Responsibility
Committee is provided in the Corporate Governance Report. The
Company's CSR policy which provides guidelines to conduct CSR
activities of the Company formulated under recommendation of
Corporate Social Responsibility Committee is available under the
web linkhttps://iaibalaiigroup.com/wp-content/uploads/2024/05/
Corporate-Social-Responsibilty-Policy.pdf

During the year under review, the Company has spent Rs. 11.09
crores on CSR activities. A detailed report on the CSR activities
inter- alia disclosing the composition of CSR Committee are set
out in Annexure "A" of this Report in the format prescribed in the
Companies(Corporate Social Responsibility) Rules, 2014.

Further, the Chief Financial Officer of the Company has certified that
the amount spent on CSR expenditure during the FY 2025-26 have
been utilised for the purpose and in the manner approved by the
Board of Directors of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Over the years, your Company has built a reputation for conducting
business with integrity, maintaining a zero-tolerance policy towards
unethical behaviour, thereby fostering a positive work environment
and enhancing credibility among stakeholders.

Pursuant to the provisions of Section 177(9) of the Act, read with
the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of the Listing Regulations, your Company has a Whistle
Blower Policy in place for its directors and employees to provide a
formal mechanism to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of your Company's
code of conduct or ethics policy and also report instances of leak
of unpublished price sensitive information. The policy provides
for adequate safeguards against victimization of employees who
avail of the mechanism and provides assurances and guidelines on
confidentiality of the reporting process and protection from reprisal
to complainants and also provides for direct access to the Chairman
of the Audit Committee.

The Audit Committee oversees the functioning of this policy and
your company hereby affirms that no Director/Employee has been
denied access to the Chairman of the Audit Committee.

During the year under review, no such incident was reported to
the Company.

The details of the Whistle Blower Policy is available on your
Company's website viz., "www.iaibalaiigroup.com" under the web
link at https://iaibalaiigroup.com/wp-content/uploads/2021/02/
whistle-blower-policy.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Company has established a robust framework for the
governance and monitoring of Related Party Transactions (RPTs) in
compliance with the applicable provisions of the Companies Act,
2013, the SEBI Listing Regulations and the Company's Policy on
Related Party Transactions.

The Company obtains prior omnibus approval from the Audit
Committee for Related Party Transactions that are repetitive in
nature and are undertaken in the ordinary course of business and
on an arm's length basis. The omnibus approvals are granted in
accordance with the criteria prescribed under applicable laws and
are subject to such conditions as may be stipulated by the Audit
Committee. All RPTs are placed before the Audit Committee and the
Board for review on a quarterly basis.

The Company has formulated a policy on materiality of related party
transactions for purpose of identification and monitoring of such
transactions. The policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions
between the Company and related parties. The updated Policy can
be accessed on the Company's website athttps://iaibalaiigroup.
com/wp-content/uploads/2022/05/Related Party Policy.pdf

All contracts, arrangements and transaction entered into by the
Company with related parties during the financial year 2025-26
were in the ordinary course of business and on an arm's length basis.
Further, no material related party transactions were entered into by
the Company during the financial year 2025-26. Accordingly, the
disclosure in Form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not applicable. The details of related party transactions
of the Company are mentioned in Note No. 43 of the Notes to
Financial Statements.

RISK MANAGEMENT

The Company has established a comprehensive risk management
framework that seeks to identify all kinds of anticipated risks
associated with the business and to take remedial actions to
minimize any kind of adverse impact on the Company. The
Company understands that risk evaluation and risk mitigation is an
ongoing process within the organization and is fully committed to
identify and mitigate the risks in the business.

The Risk Management Committee of the Board has been constituted
to enhance the focus on risk identification and mitigation ofpotential
risk and to comply with the statutory provisions. The Company has
formulated a Risk Management Policy in accordance with the SEBI
Listing Regulations, to identify and monitor business risk and assist
in measures to control, mitigate and manage such risks well within
time so as to avoid hindrance in its growth obiectives that might in
any way threaten the existence of your Company. The said policy
is reviewed by the Risk Management Committee and the Board of
Directors on regular basis.

INTERNAL AUDIT AND INTERNAL FINANCIAL
CONTROL & ITS ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Directors
have an overall responsibility for ensuring that the Company
has implemented a robust system and framework of internal
financial controls.

JBIL has laid down an adequate system of internal controls, policies
and procedures for ensuring orderly and efficient conduct of
the business, including adherence to the company's policies,
safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures. The Board
considers that the internal financial controls are adequate and
operating effectively. Effectiveness of internal financial controls is
ensured through management reviews, controlled self-assessment
and independent testing by the Internal Audit Team.

Pursuant to the provisions of Section 138 of the Act read with Rule
13 of the Companies (Accounts) Rules 2014, your Company has
appointed M/s Agrawal Tondon & Co., Chartered Accountants, of
Suite 606-08, The Chambers, 1865, Rajdanga Main Road, 3^rd Floor,
Opposite Gitanjali Stadium, Kolkata - 700107, as the Internal Auditor
of the Company who also evaluates the functioning and quality of
internal controls and reports its adequacy and effectiveness through
periodic reporting.

The Internal Auditor submits detailed reports periodically to the
management and the Audit Committee. The Audit Committee
actively reviews the adequacy and effectiveness of the internal
audit functions of your Company and monitors the implementation
of the same. The Committee also calls for comments of the Internal
Auditors about the Company's internal controls, scope of audit as
and when required which gives them an additional insight on the
assessment of such controls. Such adequate internal control system
helps in identification of potential operation processes.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company is committed to maintaining high standards
of transparency and accountability, which are fundamental
to building and sustaining stakeholder trust. We consider
robust disclosure practices to be an essential mechanism for
communicating our strategic initiatives, operational and financial
performance, and the long-term value generated for stakeholders.
By ensuring clear, accurate, and timely disclosures, the Company
reinforces its commitment to good governance and responsible
business conduct.

In compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability Report
("BRSR") along with the assurance is annexed as Annexure "B" and
forms an integral part of this Report.

MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as
specified by the Central Government in compliance with Section
148(1) of the Act.

AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS

As per the provisions of Section- 139(1) of the Companies Act,
2013, upon recommendation of the Audit Committee and
approval of Board, M/s Das & Prasad, Chartered Accountants had
been appointed as the Statutory Auditor of the Company by the
members at the 24^th Annual General Meeting (AGM) held on 21^st
September, 2023 to hold the office from the conclusion of that AGM
till the conclusion of 29^th AGM.

The reports given by the Auditors, M/s. Das & Prasad, Chartered
Accountants with an unmodified opinion on the Audited Financial
Statements of the Company for the year ended 31^st March, 2026
forms a part of this Annual Report.

The Auditors in their report have stated two points in the para
relating to "Emphasis of matter" in the Independent Auditors Report
w.r.t. outstanding balances of trade receivables, trade payables and
loans and advances & for the diminution in the value of investment
in two joint venture companies, the clarification/details for the same
are provided in Note no. 53 & 49 of the Financial Statement.

During the year under review, the Auditors have not reported any
fraud under Section 143(12) of the Companies Act, 2013, therefore
no detail is required to be disclosed under Section 134(3)(ca) of
the Act.

COST AUDITORS

Pursuant to Section 148(2) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, the cost audit record
maintained by the Company is required to be audited. M/s. Mondal
& Associates, Cost Accountants has been the Cost Auditor of the
Company for the F.Y. 2025-26.

Further, the Board of Directors, on the recommendation of the Audit
Committee, appointed M/s. Mondal & Associates, Cost Accountants,
as the Cost Auditor for conducting the cost audit of the Company for
Financial Year 2026-27 at their meeting held on 14^th August, 2026. In
compliance with the provisions of the Act, the remuneration payable
to the Cost Auditors for the financial year 2026-27 is required to be
ratified by the members of the Company. Accordingly, resolution
seeking members' ratification for remuneration to be paid to Cost
Auditors for FY 2026-27 is included in the Notice convening Annual
General Meeting.

Your Company has filed the Cost Audit Report for the financial year
2024-25 with the Registrar of Companies, Ministry of Corporate
Affairs in the XBRL mode within the due date during the year
under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations(as amended), M/s. MKB & Associates, Practising
Company Secretaries (FRN: P2010WB042700) has been appointed
as the Secretarial Auditor of the Company for a term of 5 (five)
consecutive years commencing from FY 2025-26 till FY 2029-30
at 26^th Annual General Meeting of the Company held on 18^th
September, 2025, to undertake secretarial audit as required under
the Act and SEBI Listing Regulations.

M/s. MKB & Associates have confirmed that they have subjected
themselves to Peer Review process by the Institute of Company
Secretaries of India ("ICSI") and hold valid certificate issued by the
Peer Review Board of ICSI.

The Secretarial Audit Report in Form MR-3 for the financial year
ended 31^st March, 2026 forms part of the Board's Report as
Annexure-"C". The Secretarial Auditors' Report to the shareholders
for the year under review does not contain any qualification,
reservation, adverse remark or disclaimer except that, there was
a delay in intimation for resignation of Mr. Sanjay Agarwal, Senior
Management Personnel of the Company under Regulation 30 of the
SEBI Listing Regulations.

The Management recognized that the delay was purely inadvertent
and occurred due to an internal oversight. The Board took note of
the auditor's remarks and ensured that the Company would take all
steps to comply with its requirement in true-spirit.

M/s. MKB & Associates has also issued the Annual Secretarial
Compliance Report, in terms of the applicable SEBI Regulations
and circulars. The Annual Secretarial Compliance Report has been
duly submitted to the Stock Exchanges for the financial year ended
March 31, 2026.

COPY OF ANNUAL RETURN

A copy of the Annual Return of the Company as on 31^st March,
2026 pursuant to Section 92(3) read with 134(3)(a) of the Act
has been placed on the website of the Company under the web
linkhttps://iaibalaiigroup.com/annual-return/

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans given, investments made and guarantees
provided by the Company under Section 186 of the Companies Act,
2013, have been disclosed in the financial statements provided in
this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY

No significant or material orders have been passed by any regulators
or Courts or Tribunals impacting the going concern of the Company
and its future operations.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act read with
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 and the relevant circulars
and amendments thereto ('IEPF Rules'), the dividend which
remained unpaid or unclaimed for a period of seven years from the
date they became due for payment, have been transferred to the
IEPF established by the Central Government and no balance of such
amount is lying with the Company as on date.

Members are hereby informed that pursuant to Section 124(6) of
the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, all shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more,
have been transferred by the Company to IEPF and no such shares
are underlying with the Company as on date. Any person whose
unclaimed or unpaid amount, along with shares, if any, has been
transferred by the Company to IEPF Authority may claim their
refunds from the IEPF Authority by accessing the following link:
http://www.iepf.gov.in/

CORPORATE GOVERNANCE

The Company continues to uphold robust standards of corporate
governance through transparent practices, sound management
systems and unwavering compliance with applicable laws and
regulations. Guided by strong ethical values, the Company remains
focused on responsible decision making, equitable value creation
and effective oversight, while fulfilling its social and environmental
responsibilities. This governance framework supports sustainable
growth and safeguards the long term interests of all stakeholders.
The Company has complied with the requirements of the Listing
Regulations regarding corporate governance.

A report on the Corporate Governance practices and the Auditors'
Certificate on compliance of mandatory requirements thereof are
given as an annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis is
provided as a separate section in the Annual Report.

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

The relevant information pertaining to conservation of energy,
technology absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of Companies (Accounts) Rules, 2014 are given in
Annexure "D".

PARTICULARS OF EMPLOYEES AND OTHER
RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required
under section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 are annexed to this report as Annexure "E"

The statement containing names of employees in terms of
remuneration drawn and their other details as required to be
furnished under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms
part of this report. Further, the report and the accounts are being
sent to the Members excluding the aforesaid statement. In terms
of Section 136 of the Companies Act, 2013 the said statement is
open for inspection at the Registered Office of the Company. Any
Member interested in obtaining a copy of the same may write to the
Company Secretary atiaibalaii@iaibalaiigroup.com

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a zero tolerance against discrimination and
sexual harassment at the workplace and has adopted a Policy on
"Prevention of Sexual Harassment of Women at Workplace" and
matters connected therewith or incidental thereto covering all the
aspects as contained under "The Sexual Harassment of Women at
Workplace (Prohibition, Prevention and Redressal) Act, 2013".

The Company has duly complied with provisions relating to the
constitution of Internal Complaints Committee (ICC) under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, to redress complaints received regarding
sexual harassment. The role of ICC is not restricted to mere redressal
of complaints but also encompasses prevention and prohibition of
sexual harassment.

During the year under review, the Company has organized an
Awareness/ Orientation Programme for its female employees on
12^th March, 2026, awareness of employees' rights and responsibilities
and strengthen understanding of the legal requirements under the
Prevention of Sexual Harassment of Women at Workplace Act.

No complaint w.r.t. sexual harassment was received by the
Committee during the year. The summary of Complaints received
and disposed off pertaining to Sexual Harassment are given in
Corporate Governance Report.

CODE OF CONDUCT TO REGULATE, MONITOR
AND REPORT TRADING BY DESIGNATED PERSONS
AND CODE OF PRACTICES AND PROCEDURES
FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations,
2015, the Board of Directors of the Company have adopted the
Code of Conduct to regulate, monitor and report trading by its
designated persons and immediate relatives of designated persons
towards achieving compliance with these Regulations and a Code
of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information to ensure timely and adequate disclosure
of price sensitive information to the Stock Exchange(s) by the
Company to enable the investor community to take informed
investment decisions with regard to the Company's securities.

LISTING

The equity shares of your Company are listed on the National Stock
Exchange of India Limited (NSE) and the BSE Limited (BSE).

Both NSE and BSE have nationwide trading terminals which enable
the shareholders / investors to trade in the shares of your Company
from any part of the country without any difficulty.

OTHER DISCLOSURES

During the year under review:

Ý The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise;

Ý The Company has not issued any shares (including sweat equity
shares) to employees of the Company under any scheme;

Ý The Company has duly complied with provisions relating to the
Maternity Benefit Act 1961.

Ý During the year under review, the Company has not
raised any fund through preferential allotment or qualified
institutional placement.

Ý Neither any application was made, nor any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016
against the Company.

Ý There was no instance of one-time settlement with Banks or
Financial Institutions. Therefore, disclosure as per rule 8(5)(xii) of
Companies (Accounts) Rules, 2014 is not applicable.

Ý Neither the Managing Director nor the Whole time Directors of
your Company received any remuneration or commission from
its subsidiary.

ACKNOWLEDGEMENT

Your Directors expresses its sincere gratitude to the Company's
suppliers, vendors, investors, financial institutions, banks, the
Central and State Governments, regulatory authorities, and all
other business associates for their continued support, trust, and
cooperation, which have contributed significantly to the Company's
progress and success

Your Company remains committed to strengthening its competitive
position across all business segments through strategic initiatives
and operational excellence. It continues to pursue the judicious
and efficient allocation of resources with a view to generating
sustainable value and delivering long-term growth, while
safeguarding and enhancing shareholder interests over the short,
medium, and long term.

The Board also places on record its deep appreciation for the
dedication, commitment, and contributions of the Company's
employees. Their unwavering efforts, professionalism, and pursuit
of excellence have been instrumental in driving the Company's
achievements and sustaining its growth across all areas of
the business.

On behalf of the Board of Directors

Sd/-

Aditya Jajodia

Place: Kolkata Chairman & Managing Director

Date: 14^th August, 2026 (DIN: 00045114)