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DIRECTORS' REPORT

Jai Corp Ltd.

GO
Market Cap. ( ₹ in Cr. ) 2770.52 P/BV 2.02 Book Value ( ₹ ) 78.05
52 Week High/Low ( ₹ ) 401/81 FV/ML 1/1 P/E(X) 41.64
Book Closure 19/09/2025 EPS ( ₹ ) 3.79 Div Yield (%) 0.32
Year End :2025-03 

Your Directors are pleased to present the Fortieth Annual Report and the audited accounts for the year ended
31st March 2025.

FINANCIAL SUMMARY:

(' in Lakh)

Year Ended

Year Ended

31-03-2025

31-03-2024

Profit before Depreciation, Finance Costs,

Exceptional Items & Income - tax

9,384.40

7,969.22

Less: Finance Costs

15.81

13.74

Depreciation and Amortization Expense

736.53

835.45

Profit before Exceptional Items & Income-tax

8,632.06

7,120.03

Exceptional Items

-

-

Profit before Income-tax

8,632.06

7,120.03

Less: Provision for Taxation:

Current Tax

1,696.20

1,693.31

Deferred Tax Expense/ (Credit)

(128.99)

(1.41)

Income Tax Earlier Years

(140.67)

-

Net Profit after Tax from Continuing Operations

7,205.52

5,428.13

Profit/ (Loss) before Tax from Discontinued Operations

(47.87)

(51.87)

Tax Expenses of Discontinued Operations

(12.39)

(12.83)

Net Profit/(Loss) after Tax from Discontinued Op.

(35.47)

(39.04)

Net Profit for the Year

7,170.05

5,389.09

Other Comprehensive Income (net)

302.20

(18.49)

Total Comprehensive Income

7,472.25

5370.60

Statement of Retained Earnings

At the beginning of the year

54,082.04

49,585.19

Add: Profit for the year

7170.05

5,389.09

Add: Transfer from FVOCI

179.15

-

Less: Dividend paid on Shares

(892.25)

(892.25)

Balance at the end of the year

60,359.00

54,082.04

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of the business of the Company during the year or subsequently.

SHARE CAPITAL:

The paid-up Share Capital of the Company at the commencement of the financial year on 1st April 2024 was
' 1,784.49 lakh. During the year the Company bought back 29,44,415 equity shares at ' 400/- per share resulting
in a payment of ' 11,777.66 lakh.

Consequently, the paid-up Share Capital of the Company as on 31st March 2025 was ' 1,755.05 lakh. The
Company has not issued shares with differential voting rights, granted stock options sweat equity shares and none
of the Directors of the Company hold any such share or convertible instrument issued by the Company.

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the gross turnover of the Company’s Steel Division was ' 0.30 crore as compared
to the previous year’s gross turnover of ' 0.26 crore. The Division reported a loss of ' 1.20 crore during the year
under review as against a loss of ' 0.05 crore of the previous year.

The Plastic Processing Division of the Company
achieved a gross turnover of ' 511.64 crore as
compared to the previous year’s gross turnover of
' 457.58 crore. The Division reported a profit of ' 65.98
crore during the year under review as against a profit of
' 65.27 crore of the previous year.

The Spinning Division of the Company achieved a gross
turnover of ' Nil as compared to the previous year’s
gross turnover of ' NIL crore. The Division reported a
profit of ' (0.48) crore during the year under review as
against a profit of ' (0.52) crore of the previous year.
The operation of this Division has been discontinued,
and the Company is in the process of disposing of the
assets of this Division.

During the year under review, the production of Plastic
Processing Division increased to 39,425 MT from
36,165 MT during 2023-24.

The third-party production (job work) of GP/GC coils
and sheets is Nil during the 2024-25 and 2023-24. The
production of GP/GC coils and sheets is Nil during the
2024-25 and 2023-24.

AMOUNTPROPOSED TO BE CARRIED TO GENERAL
RESERVE AND AMOUNT RECOMMENDED TO BE
PAID BY WAY OF DIVIDEND:

Your Directors have decided not to transfer any amount
to the General Reserve.

Your directors declared a special interim dividend for
the financial year 2025-26 of ' 5.00/- (500 per cent)
per equity share on 17,55,04,995 equity shares of face
value '
1/- each for the financial year ended 31st March
2026. This amounted to ' 8,775.25 lakh. The dividend
was paid to those shareholders holding equity shares
on the record date of 1st August 2025. No special
interim dividend was recommended on 44,600 shares
forfeited and not re-issued.

Your Directors have also recommended a dividend of
' 0.50/- (50 per cent) per equity share on 17,55,04,995
equity shares of face value ' 1/- each for the financial
year ended 31st March 2025. This will amount
to ' 8,77.52 lakh and, if approved at the ensuing
40th Annual General Meeting, will be paid to members
whose names appear on the Register of Members on
the record date as mentioned in the Notice to the 40th
Annual General Meeting. In respect of shares held in
dematerialized form, it will be paid to members whose
names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited
as beneficial owners as on that date. No dividend was
recommended on 44,600 shares forfeited and not
re-issued.

Pursuant to the requirements of Regulation 43A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the “Listing
Regulations”), the Company has formulated a dividend
distribution policy and disclosed it on the website. The
Uniform Resource Locator (“URL”) for this Policy is:

http://www.jaicorpindia.com/pdf/Dividend-Distribution-

Policv.pdf.

ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section
92 of the Companies Act, 2013 (“the Act”) can be
viewed on the Company’s website. The Uniform
Resource Locator (“URL”) for the Annual Return is:
http://www.jaicorpindia.com/investor/annualreports.
html
.

NUMBER OF MEETINGS OF THE BOARD:

Eight meetings of the Board of Directors and one
meeting of the Independent Directors of the Company
were held during the financial year 2024-25. Further
details in this regard are furnished in the Corporate
Governance Report given elsewhere in this Annual
Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Anand
Jain (DIN: 00003514) retires by rotation and being
eligible has offered himself for re-appointment at the
ensuing Annual General Meeting. The Board, on the
recommendation of the Nomination and Remuneration
Committee, recommends the re-appointment of Mr.
Anand Jain (DIN: 00003514) for the approval of the
members.

After the year under review, Mr. Amit Kumar Mundra
(DIN: 01491934) was appointed as an additional
director of the Company in the category of independent
director for a term of 5 years w.e.f. 26th July 2025. This
appointment is subject to approval of the shareholders.
Pursuant to Section 161 of the Companies Act,
2013. Mr. Mundra will hold office of a director up to
the date of the ensuing Annual General Meeting. The
Company has received notice under Section 160 of the
Companies Act, 2013 from a shareholder proposing
his name for appointment as an independent director.
The Board, on the recommendation of the Nomination
and Remuneration Committee, recommends
the appointment of Mr. Amit Kumar Mundra
(DIN: 01491934) as an independent director of the
Company. The Committee and the Board are of the
view that, given the knowledge and experience, the
appointment of Mr. Amit Kumar Mundra will benefit the
Company.

Appropriate resolutions seeking members’ approvals
to the above are appearing in the Notice convening
the 40th Annual General Meeting. Brief resume of all
Directors including those proposed to be appointed/ re¬
appointed, nature of their expertise in specific functional
areas and names of public limited companies in which
they hold directorship, memberships/chairmanships
of Board Committees, are provided elsewhere in the
Annual Report. The Directors who are being appointed/

re-appointed have intimated to the Company that they
are eligible for appointment/ re-appointment. Pursuant
to the provisions of Regulation 25 (2A) of the Listing
Regulations, the members must pass a special
resolution for the appointment of the independent
director.

The tenure of Ms. Shruti Anup Shah (DIN: 08337714)
as an independent director ended with 29th June 2025.
She informed the Company that she preferred not to
continue for a second term as her limit of independent
directorships was getting exhausted and that there was
no other reason for not renewing her tenure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c)
read with 134(5) of the Act, it is hereby stated that:

(a) in the preparation of the annual accounts for
the financial year ended 31st March 2025, the
applicable accounting standards read with
requirements set out under Schedule III to the
Act have been followed and there are no material
departure(s) from the same.

(b) appropriate accounting policies have been
selected and applied consistently and the Directors
have 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 on 31st March 2025
and of the profit including total comprehensive
income of the Company for that period.

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

(d) the annual accounts for the financial year ended
31st March 2025 have been prepared on a ‘going
concern’ basis.

(e) internal financial controls have been laid down to
be followed by the Company. The internal financial
controls are adequate and were operating
effectively.

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

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

The Independent Directors have given their respective
declarations under Sections 149(7) and 150(3) of the
Act and under Regulation 25 of the Listing Regulations.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial
Standards have been duly followed by the Company.

COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178 OF THE
COMPANIES ACT, 2013:

(a) Qualifications of directors:

(i) A candidate for executive directorship should
possess administrative skills and functional
experience or knowledge of the division or
department entrusted to such director. The
candidate should have strong attributes of a
leader and inter-personal skills to deal with the
Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent
director shall possess appropriate skills,
experience and knowledge in one or
more fields of finance, law, management,
sales, marketing, administration, research,
corporate governance, technical operations
or other disciplines related to the Company’s
business.

(b) Process of selection to the Board/ extending
invitation to a potential candidate:

One of the roles of the Nomination and
Remuneration Committee (“N&RC”) is to
periodically identify competency gaps in the Board,
evaluate potential candidates as per the criteria
stated above, ascertain their availability and make
suitable recommendation to the Board.

In selecting a suitable candidate as an independent
director, the N&RC will also look into the data
bank that is proposed to be set up pursuant to the
provisions of Section 150 of the Companies Act,
2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates
in the event of resignation, retirement or demise
of an existing Board member. Based on the
recommendation of the N&RC, the Board through
its Chairman/ N&RC will then invite the prospective
person to join the Board as a director.

In case the shareholders recommend any person
as a director pursuant to the provisions of Section
151 of the Act and the Rules made thereunder,
the N&RC shall consider that candidate and
make suitable recommendation to the Board.
The procedure pertaining to appointment of small
shareholders’ director laid down in Rule 7 of the

Companies (Appointment and Qualification of
Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction:

A new director will be given a formal induction and
orientation with respect to the Company’s vision,
core values, business operations, corporate
governance norms, financials etc. The Board will
carry out a continuous education of its members.

In respect of independent directors, as required
under Regulation 25(7) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations’), the Company will familiarize
them about the organization, their roles, rights,
responsibilities in the Company, nature of the
industry in which the Company operates, business
model of the Company, etc.

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee
remuneration payable to directors.

The executive directors including managing
directors are paid remuneration by way of salary,
perquisites, contribution to provident fund,
superannuation fund, gratuity, encashment of
leave etc. as per the terms of agreement entered
into with them and approved by the shareholders
pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for
attending each Board and/or Committee meeting
except for those committees where no sitting fee
is payable to attend the meetings. Such a fee shall
be fixed by the Board of Directors on receiving
recommendation in that respect from the N&RC.
Shareholder’s approval will be taken where the
same is mandated by the provisions of the Act
and/ or the Listing Regulations.

No commission is presently payable to the directors
and the Company has presently not granted any
stock option to its directors. Independent directors
are not entitled to stock options as mandated by
law.

(e) Re-imbursement of expenses of non-executive
directors:

The Company recognizes that non-executive
directors, particularly non-executive promoter
directors, also play a vital role in the business of the
Company. The non-executive promoter directors
contribute their time, energy, and expertise in
helping the Company garner business and run
its operations successfully, thereby ultimately
resulting in value addition to the Company.

It is fair that the expenses incurred by directors
exclusively for the purposes of the Company be
borne by the Company or be reimbursed to them.

Payment may be made on their behalf either by the
Company or be paid by them directly. Where the
concerned director seeks to claim reimbursement,
he/she is required to submit a claim along with
relevant particulars in supporting of the expenses
incurred.

The Nomination & Remuneration Policy for
Directors, KMPs & Senior Management is available
at the website of the Company. The Uniform
Resource Locator (“URL”) for this Policy is:
www.
iaicorpindia.com/pdf/nomination remuneration.pdf
.

AUDITORS AND AUDITORS’ REPORTS:

Pursuant to the provisions of the Act, approval of
the members was obtained to appoint Chaturvedi &
Shah LLP, Chartered Accountants (Registration No.
101720W/W100355 issued by the Institute of Chartered
Accountants of India) from the conclusion of the 37th
Annual General Meeting till the conclusion of the sixth
annual general meeting thereafter.

The Central Government approved the appointment of
Tadhani & Co., Cost Accountants as the cost auditor
for the financial year 2024-25. The Board has re¬
appointed Tadhani & Co. as the Cost Auditor for the
financial year 2025-26. The remuneration payable to
Tadhani & Co. is subject to approval of the members at
the ensuing 40th Annual General Meeting.

The Board has continued with the appointment of
Kakaria and Associates LLP, Chartered Accountants
as the Internal Auditor for the financial year 2025-26
under Section 138 of the Act. They carried out the
internal audit as per the scope approved by the Audit
Committee for the year 2024-25.

Ms. Payal Chirag Thakkar of Payal Kotak and
Associates, Company Secretary in Whole-time Practice
was appointed as the Secretarial Auditor for 2024-25.
The Secretarial Audit Report issued pursuant to the
provisions of Section 204 of the of the Act and the
Secretarial Compliance Report issued pursuant to the
provisions of Regulation 24A of the Listing Regulations
are given in
Annexure-1.

Pursuant to the requirements of Regulation 24A of
the Listing Regulations it is proposed to appoint Ms.
Payal Chirag Thakkar of Payal Kotak and Associates,
Company Secretary in Whole-time Practice (Mem. No.
A50018/ CoP 20944 issued by the Institute of Company
Secretaries of India) as the Secretarial Auditor for a
period of 5 years with effect from 1st April 2025, subject
to the approval of the members at the ensuing 40th
Annual General Meeting.

There are no qualifications, reservations or adverse
comments in the Standalone Auditors’ Report and the
Secretarial Audit and Compliance Reports.

The Auditor has expressed a qualified opinion in the
Consolidated Auditors’ Report and pursuant to the

provisions of Regulation 34(2) of the Listing Regulations.
Statement on Impact of Audit Qualifications is given in
Annexure-2.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments
under Section 186 of the Act are given in
Annexure- 3.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION
188 OF THE COMPANIES ACT, 2013:

The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of
Section 188 of the Act are given in Form AOC-2 in
Annexure-4.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, 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:

In terms of Section 134(3)(l) of the Act there are no
material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year and date of this
Report.

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

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation

of energy: The Company has taken
various steps for minimization of energy
consumption by putting continuous efforts
towards optimization of operating and
processing activities, up-gradation of plant
equipment etc.

ii) the steps taken by the Company for
utilizing alternate sources of energy:
Nil

iii) the capital investment on energy
conservation equipment:
Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully
absorbed and the plants are being operated
efficiently.

ii) the benefits derived like product
improvement, cost reduction, product
development or import substitution:

The Company produces quality products and

is constantly making efforts to reduce cost
and develop products so that it leads to import
substitution.

iii) In case of imported technology (imported
during the last 5 years reckoned from the

beginning of the financial year)

The details of

The

Whether

If not fully

technology

year of

the

absorbed areas

imported

import

technology

where this has

been fully

not taken place,

absorbed

reasons thereof

(a)

(b)

(c)

(d)

Not Applicable

iv) the expenditure incurred on Research and
Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual
inflows during the year and the foreign exchange
outgo during the year in terms of actual outflows.

(' in Lakh)

Particulars

31-03-2025

31-03-2024

1) FOB Value of Exports

5,183.54

3,977.29

2) CIF Value of Imports

12.17

18.98

3) Expenditure in Foreign

172.54

361.38

Currency

STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF A RISK MANAGEMENT
POLICY FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS OF
RISK, IF ANY, WHICH IN THE OPINION OF THE
BOARD MAY THREATEN THE EXISTENCE OF THE
COMPANY:

The Risk Management Committee took note of the
implementation of steps to identify, manage and
mitigate the risks affecting the Company as per the
Risk Management Policy.

The Audit Committee and the Board are also apprised
of the risks and the measures taken by the Company to
mitigate the same.

The Company has adequate insurance cover for the
normal business risks.

THE DETAILS ABOUT THE POLICY DEVELOPED
AND IMPLEMENTATION BY THE COMPANY
ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation
by the Company on Corporate Social Responsibility
(CSR) initiatives taken during the year is given in
Annexure- 5

The CSR Policy is available at the website of the
Company. The URL for this Policy is:
http://www.
iaicorpindia.com/pdf/CSRPolicy.pdf.

STATEMENT INDICATING THE MANNER IN
WHICH FORMAL ANNUAL EVALUATION OF
PERFORMANCE HAS BEEN MADE OF THE BOARD,
ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

An annual evaluation was carried out of the performance
of the Board, its Committees and that of the individual
Directors. A structured questionnaire was prepared
covering various aspects of the Board’s functioning. Input
received from the Directors were suitably incorporated
in the questionnaire. Similar exercise was carried out to
evaluate the performance of individual directors and that
of the Committees. Performance evaluation of Directors
individually was carried out by the Board, with the Director
being evaluated staying out. Independent Directors at
their separate meeting evaluated the performance of the
Board, the non-independent directors and the Chairman.
Performance of the Secretarial Department was also
included in the evaluation.

The Directors expressed their satisfaction at the
performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE
BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR:

During the year under review, there is no change in
subsidiary, joint venture or associate company.

After the end of the financial year, Jai Corp Welfare
Foundation, a wholly-owned subsidiary that was
registered under Section 8 of the Companies Act, 2013
secured necessary approval to surrender its license
and is now a public limited company.

PERFORMANCE AND FINANCIAL POSITION OF
EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT:

Highlights of the performance of subsidiaries,
associates and ioint venture companies and their
contribution to the overall performance of the Company
during the period under report is presented in
Form
AOC-1
given elsewhere in the Annual Report and is
not being reproduced here to avoid repetition.

Urban Infrastructure Holdings Private Limited
(“UIHPL”), an associate company, after obtaining
necessary approvals reduced its share capital by
over 99 per cent and paid to the Company 371.97
lakh towards return of capital and deemed dividend.
However, there is no change in the proportionate share
holding of the Company in UIHPL.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Act and in accordance
with Ind AS 110 - Consolidated Financial Statements

read with Ind AS 28 - Investments in Associates and
Ind AS 31 - Interests in Joint Ventures, the audited
consolidated financial statements are provided
elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED
UNDER CHAPTER V OF THE ACT AND DEPOSITS
WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE
COMPANIES ACT, 2013:

The Company has not accepted any deposit covered
under Chapter V of the Act nor any deposit not in
compliance with the requirements of Chapter V of the
Act.

THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

No order has been passed by any Regulator, Court or
Tribunal impacting the going concern status and the
Company’s operations in future.

The Hon’ble Bombay High Court passed an order
dated 31st January 2025 wherein the Court has
ordered investigation by the Central Bureau of
Investigation (“CBI”) in relation to certain complaints
made by an individual against
inter alia the Company,
its subsidiaries and its Chairman. Pursuant to that
Order, the CBI has filed a First Information Report
(“FIR”) and the investigation is going on. The Company
is extending its full cooperation to the authorities during
the course of investigation, as per applicable laws.

THE DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control
with reference to the financial statements. During the
year under review, such controls were put to test and
were found to be adequate.

INSOLVENCY AND BANKRUPTCY CODE AND
ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
There has not been any instance of one-time settlement
of the Company with any bank or financial institution.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OF THE COMPANIES ACT, 2013
OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit
Committee or to the Board of Directors of the Company.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the

Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the information sought thereat is given in
Annexure-6.

Neither the Managing Director nor the Director-Works was paid commission from the Company and they did not
receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

A. Top ten employees in terms of remuneration drawn:

Name, Age,
Qualification

Designation and Nature
of Employment Whether
contractual or otherwise

Remuneration
Received (in '

Date of
Joining and
experience

Particulars
of last

employment

Given in Annexure- 6

B. Name of employee employed throughout the financial year ended 31st March 2025 and was in receipt
of remuneration not less than ' 1,02,00,000/- or more per annum:

Name, Age,
Qualification

Designation
and Nature of
Employment

Remuneration
Received (in ')

Date of Joining
and experience

Particulars of last
employment

Not Applicable

C. Name of employee employed for part of the financial year ended 31st March 2025 and was in receipt
of remuneration not less than ' 8,50,000/- or more per month:

Name, Age,
Qualification

Designation
and Nature of
Employment

Remuneration
Received (in ')

Date of Joining
and experience

Particulars of last
employment

Not Applicable

D. Name of employees employed throughout the
financial year or part thereof, was in receipt
of remuneration in that year which, in the
aggregate, or as the case may be, at a rate
which, in the aggregate, is in excess of that
drawn by the managing director or whole-time
director or manager and holds by himself or
along with his spouse and dependent children,
not less than two percent of the equity shares
of the company.

There is no employee who was in receipt of
remuneration in excess of that drawn by the
managing director or whole-time director or
manager and holds by himself or along with his
spouse and dependent children, not less than two
percent of the equity shares of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK
OPTION:

The Company has not issued any shares with
differential rights, sweat equity or as employee stock
options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent
Directors Mr. Kaushik Deva (Chairman), Ms. Priyanka
S. Fadia, and Ms. Amita J. Jasani. Non-executive
Director, Mr. Virendra Jain is the other member of the
Committee.

All recommendations made by the Audit Committee
were accepted by the Board.

COST AUDIT:

The maintenance of cost records as specified by the
Central Government under sub-section (1) of Section
148 of the Act is required by the Company and,
accordingly, such accounts and records are made and
maintained.

INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no complaints
reported to the Board.

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial and
satisfactory during the year under review.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS
TO IEPF:

Pursuant to the provisions of Section 124 of Act, the
declared dividends which remained unpaid/ unclaimed
for a period of 7 years along with all shares in
respect of such unpaid or unclaimed dividends were
transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central

Government pursuant to Section 125 of the Companies
Act, 2013. During the year under review, ' 8,07,084/-
was transferred as unpaid or unclaimed dividend and
44,099 equity shares were also transferred.

CORPORATE GOVERNANCE:

The Company is committed to maintaining highest
standards of corporate governance. Your Directors
adhere to the requirements of the Securities and
Exchange Board of India’s corporate governance
practices and has implemented all the mandatory
requirements. A separate section on Corporate
Governance forms part of the Annual Report. A
certificate from the statutory auditors of the Company
regarding compliance of the requirements of Regulation
34(3) read with Schedule V to the Listing Regulations is
attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

The Management Discussion and Analysis Report
portion of the Corporate Governance Report for the
year under review, as stipulated under Regulation
34(3) read with Schedule V to the Listing Regulations
is given in
Annexure-7.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability
Report for the year under review, as stipulated under
Regulation 34(2)(f) of the Listing Regulations is given
in
Annexure- 8.

OUTLOOK:

The Company is also taking steps to improve the
performance and efficiency of its existing manufacturing
businesses. Your directors are confident that the
Company will continue to flourish in these activities.

ACKNOWLEDGEMENT:

Your directors express their grateful appreciation
for the assistance and co-operation received from
banks, financial institutions, Government authorities,
customers, vendors and shareholders during the
year under review. Your directors also wish to place
on record their deep sense of appreciation for the
committed services by the executives, staff and
workers of the Company.

For and on behalf of the Board of Directors

Mumbai, Anand Jain

14th August 2025 Chairman

DIN:00003514