DIRECTORS' REPORT

Your Directors have pleasure in presenting the 80^th (Eightieth) Annual Report on the business and operations of Jaykay
Enterprises Limited ("the Company" or "JKE") along with the Audited Standalone and Consolidated Financial Statements and
the Auditors' Report thereon for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2026 is summarized below:

2. PERFORMANCE HIGHLIGHTS

During the financial year 2025-26, your Company delivered improved operating and financial performance on both

standalone and consolidated basis. The key highlights of the performance are set out below:

Standalone Performance:

• Revenue from Operations increased to Rs. 605 lakh as compared to Rs. 591 lakh in the previous financial year.

• Profit before Tax (before Exceptional Items) increased to Rs. 1,928 lakh as compared to Rs. 1,509 lakh in the previous
financial year.

• Profit after Tax increased significantly to Rs. 27,837 lakh from Rs. 1,267 lakh in the previous financial year. The
increase was primarily driven by the exceptional item recognized during the year, together with the improvement in
the Company's underlying operating performance.

Consolidated Performance:

• Revenue from Operations increased significantly to Rs. 23,965 lakh from Rs. 8,064 lakh in the previous financial year,
primarily driven by the acquisition of J K Technosoft Limited, along with strong growth in the Defence & Digital
manufacturing business.

• Profit before Tax (before Exceptional Items) increased to Rs. 4,459 lakh as compared to Rs. 709 lakh in the previous
financial year.

• Profit after Tax increased significantly to Rs. 21,565 lakh as compared to Rs. 717 lakh in the previous financial year.
The increase was attributable to the improvement in consolidated operating performance, together with the impact
of the exceptional item recognized during the year.

3. DIVIDEND

Your Directors have not recommended any dividend on the Equity Shares of the Company for the financial year under

review.

4. TRANSFER TO RESERVES5. CERTIFICATIONS

Your Company's Precision Machining Division, engaged in defence, aerospace & digital manufacturing, is certified for its
Quality Management System as per ISO 9001:2015.

Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited) ("Allen"), a step down subsidiary
of the Company, operates state-of-the-art manufacturing facilities at its two units located at IDA Bollaram and IDA
Cherlapally, Telangana, both of which are certified for Quality Management System as per ISO 9001:2015. Allen's Testing
Laboratory at IDA Bollaram is accredited by the National Accreditation Board for Testing and Calibration Laboratories
(NABL) in accordance with ISO/IEC 17025:2017 for laboratory management systems.

During the current year, Allen also obtained "AS9100:D and ISO 9001:2015" Certifications from Intertek Testing Services
NA, Inc., for its facility at IDA Bollaram, for "Design, Development, Manufacturing, Assembling and Testing of FRP and
allied products".

During the current year, JK Digital & Advance Systems Private Limited, a wholly owned subsidiary of the Company,
obtained following Certifications from BSCIC Certifications Private Limited for the Manufacture and Sale of Additive
Manufactured Sterile Revision Surgery Hip Implants, Augments, Spinal Implants and Patient Specific Implants:

• ISO 13485:2016 - Medical Device - Quality Management System

• ISO 9001:2015 - Quality Management System

• ISO 14001:2015 - Environmental Management System

• ISO 45001:2018 - Occupational Health & Safety Management System

6. SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW AND TILL THE DATE OF THIS REPORT

During the year under review and till the date of this Report, the Company kept its stakeholders informed of all material
developments by making the requisite disclosures to the Stock Exchanges in accordance with the applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and through
other appropriate modes of communication. The significant events during the said period are summarised below:

a. Jaykay Enterprises Limited:

i. Acquisition of Partly Paid-up Equity Shares of JK Technosoft Limited

During the year under review, the Company approved and completed the acquisition of 1,24,07,276 partly paid-
up equity shares of face value of Rs. 10/- (Paid up Rs. 2.50/-) each of JK Technosoft Limited ("JKTL"), for a
total purchase consideration of Rs. 1,12,43,46,912/-. The acquisition was effected through a share swap, at an
acquisition price of Rs. 163/- per share.

In consideration of the aforesaid acquisition, the Company allotted 79,17,936 equity shares of face value of
Re. 1/- each, at an issue price of Rs. 142/- per share, to the shareholders of JKTL on a preferential basis, for
consideration other than cash, towards discharge of the purchase consideration.

Pursuant to the aforesaid acquisition, the Company's shareholding in JKTL increased from 97.48% to 99.07%
(assuming full conversion of partly paid-up shares into fully paid-up shares).

ii. JKE Employee Stock Option Scheme 2025

During the year under review, your Company implemented the 'JKE Employee Stock Option Scheme 2025'
("ESOP Scheme") covering eligible employees of the Company, its Group Company(ies) including Subsidiary
Company(ies) of the Company and its Associate Company(ies), which was approved by the shareholders of the
Company on May 15, 2025.

Under the ESOP Scheme, a pool of 30,00,000 employee stock options ("Stock Options") has been approved for
grant to eligible employees, as may be determined by the Nomination and Remuneration Committee ("NRC")
from time to time, in one or more tranches. As on the date of this Report, no Stock Options have been granted
under the ESOP Scheme.

iii. Listing of Equity Shares on the National Stock Exchange of India Limited

During the year under review, pursuant to receipt of listing and trading approval from the National Stock
Exchange of India Limited ("NSE"), the Company's 13,02,87,066 Equity Shares of face value of Re. 1/- each were
listed and admitted to trading on the Main Board of NSE with effect from the commencement of trading hours
on December 03, 2025, under the trading symbol "JAYKAY", through the Direct Listing route.

The listing of the Company's equity shares on NSE marks a significant milestone in the Company's growth
journey and is expected to enhance its market visibility, strengthen investor outreach and support long-term
value creation.

iv. Subscription to Optionally Convertible Redeemable Preference Shares of JK Defence & Aerospace Limited,
a Wholly Owned Subsidiary

Shares ("OCRPS") of JK Defence & Aerospace Limited ("JK Defence"), wholly owned subsidiary ("WoS") of the
Company, pursuant to rights issues, as under:

• May 19, 2025 - 13,00,000 OCRPS of face value of Rs. 100/- each at par, aggregating to Rs. 13,00,00,000/-.

• October 09, 2025 - 36,00,000 OCRPS of face value of Rs. 100/- each at par, aggregating to Rs. 36,00,00,000/-.

• December 09, 2025 - 2,00,000 OCRPS of face value of Rs. 100/- each at par, aggregating to Rs. 2,00,00,000/-.

v. Subscription to Optionally Convertible Redeemable Preference Shares of JK Digital & Advance Systems
Private Limited, a Wholly Owned Subsidiary

During the year under review, the Company subscribed to 0.1% OCRPS of JK Digital & Advance Systems Private
Limited ("JK Digital"), WoS of the Company, pursuant to rights issues, as under:

• May 13, 2025 - 15,00,000 OCRPS of face value of Rs. 100/- each at par, aggregating to

Rs. 15,00,00,000/-.

During the current year, the Company subscribed to 0.1% OCRPS of JK Digital, pursuant to rights issues, as
under:

• June 09, 2026 - 1,50,000 OCRPS of face value of Rs. 100/- each at par, aggregating to

Rs. 1,50,00,000/-.

vi. Acquisition of the Business Undertaking of Patange Industries Private Limited

During the current year, the Company acquired the Business Undertaking of Patange Industries Private Limited,
engaged in the business of Precision Manufacturing, Fabrication and Engineering Design services, by way of a
slump sale on a going concern basis.

The acquisition of the Business Undertaking is aligned with the Company's strategic objective of expanding its
presence in the Defence & Aerospace sector while strengthening its engineering and technological capabilities.
It is also expected to enhance the Company's operational capabilities in the design, analysis and manufacturing
of complex engineering structures.

vii. Proposed Fund Raising by way of Rights Issue

During the current year, the Board of Directors, at its meeting held on July 13, 2026, approved the proposal for
raising of funds by way of the issue of partly-paid up equity shares of the Company to its eligible shareholders
as on the record date (to be notified subsequently) on a right basis ("Rights Issue"), for a maximum amount of
up to Rs. 1,55,00,00,000 (Rupees One Hundred and Fifty-Five Crore) (the "Issue"), subject to receipt of necessary
approvals, as applicable and in accordance with applicable provisions of the Companies Act, 2013 ("Act"), the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and
other applicable laws.

The Company will make the requisite disclosures and filings in accordance with the applicable provisions of the
SEBI Listing Regulations, applicable SEBI regulations and circulars, and other applicable laws as the Rights Issue
progresses.

b. JK Defence & Aerospace Limited, a Wholly Owned Subsidiary of the Company

i. Acquisition of additional Equity Stake in Allen Reinforced Plastics Limited (formerly Allen Reinforced
Plastics Private Limited)

During the year under review, JK Defence completed the payment of call monies in respect of 1,94,03,363 partly
paid-up equity shares of Allen, which had been allotted to JK Defence pursuant to a rights issue.

Consequent upon payment of the call monies, JK Defence's shareholding in Allen increased from 76.41% to
92.92%, thereby strengthening the Group's controlling stake in Allen.

ii. Final Allotment of Industrial Land in Lucknow to JK Defence & Aerospace Limited by Uttar Pradesh
Expressways Industrial Development Authority

During the year under review, JK Defence received the final allotment letter from the Uttar Pradesh Expressways
Industrial Development Authority ("UPEIDA"), Lucknow, for an industrial land parcel measuring 4.9 hectares
(49,000 square meters), for the purpose of establishing Defence Production Industry under Defence Industrial
Corridor Project, Lucknow Node.

c. Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited), a step-down subsidiary of
the Company

i. Receipt of Orders from BrahMos Aerospace Private Limited and Bharat Dynamics Limited

During the year under review, Allen received the following Orders:

- BrahMos Aerospace Private Limited - aggregating approximately Rs. 94.45 Crores (inclusive of GST) for the
manufacture of Composite Parts; and

- Bharat Dynamics Limited - aggregating approximately Rs. 15.90 Crores (inclusive of GST) for the
manufacture of Launcher Tubes & Packing Boxes.

ii. Receipt of ISO Certifications

During the current year, Allen obtained "AS9100:D and ISO 9001:2015" Certifications from Intertek Testing
Services NA, Inc., for its facility at IDA Bollaram, for "Design, Development, Manufacturing, Assembling and
Testing of FRP and allied products".

d. JK Digital & Advance Systems Private Limited, a Wholly Owned Subsidiary of the Company

i. Execution of Memorandum of Understanding with the Neuro-Engineering Lab, All India Institute of Medical
Sciences, New Delhi

During the year under review, JK Digital entered into a Memorandum of Understanding on May 09, 2025, with
the Neuro-Engineering Lab, All India Institute of Medical Sciences, New Delhi ("NEL-AIIMS"), to establish a
collaborative framework between NEL-AIIMS and JK Digital for the development of neurosurgical instruments
through an iterative process of design, prototyping, and validation.

Under this collaboration, JK Digital will undertake the manufacturing of neurosurgical instruments through the
use of metal 3D printing and high-precision machining as per the designs and technical requirements provided
by NEL-AIIMS.

ii. Execution of Memorandum of Understanding with the Council of Scientific & Industrial Research, through
its constituent laboratory, Central Scientific Instruments Organisation, Chandigarh

During the year under review, JK Digital entered into a Memorandum of Understanding on May 23, 2025, with
the Council of Scientific & Industrial Research, through its constituent laboratory, Central Scientific Instruments
Organisation, Chandigarh to collaborate on the research and development of metal implants by using additive
manufacturing technology.

iii. Execution of Transfer of Technology Agreement with Central Scientific Instruments Organisation,
Chandigarh - a CSIR laboratory

During the year under review, JK Digital executed a Transfer of Technology ("ToT") Agreement on September
09, 2025, with the Central Scientific Instruments Organisation, Chandigarh - a CSIR laboratory, for the indigenous
manufacturing of advanced 3D-printed lattice orthopedic implants using additive manufacturing technology.

This ToT Agreement covers seven state-of-the-art orthopedic implant technologies, primarily for Spinal and
Hip surgeries, including TLIF, PLIF, Buttress & Shim Augments, Shell & Wedge Augments, Lattice Cones, Cage
Constructs, and Lattice Acetabular Cups. The Agreement grants JK Digital the right to utilize the Know-How for
indigenous manufacturing of advanced 3D-printed lattice orthopedic implants using additive manufacturing
technology for a period of 7 years.

This Agreement enables domestic production of high-value implants, reducing reliance on imports and
supporting the Government of India's 'Make in India' initiative in the healthcare sector and strengthens India's
medical device ecosystem with globally benchmarked, advanced technologies.

This collaboration has positioned the Company as one of the first Indian players to offer indigenously
manufactured 3D-printed lattice medical implants at affordable costs and marks a major milestone for Jaykay
Enterprises Limited, reinforcing its long-term strategy of advancing affordable healthcare solutions through
indigenous innovation and technology leadership.

iv. Receipt of ISO Certifications

During the current year, JK Digital has been awarded the following Certifications by BSCIC Certifications Private
Limited for Manufacture and Sale of Additive Manufactured Sterile Revision Surgery Hip Implants, Augments,
Spinal Implants and Patient Specific Implants:

• ISO 13485:2016 - Medical Device - Quality Management System

• ISO 9001:2015 - Quality Management System

• ISO 14001:2015 - Environmental Management System

• ISO 45001:2018 - Occupational Health & Safety Management System

Together, these internationally recognized certifications establish a strong foundation of Quality, Compliance,
Safety, Sustainability, and Continuous Improvement, enabling JK Digital to serve customers across regulated
global healthcare markets.

e. Neumesh Labs Private Limited, a Subsidiary of the Company

During the year under review, a case of misappropriation of funds was detected in Neumesh Labs Private Limited
("Neumesh Labs"), earlier a material subsidiary of the Company and a 70:30 Joint Venture between the Company
and Additive 3D Pte Limited. In connection with the aforesaid matter, Neumesh Labs also received a notice of
investigation from the Ministry of Corporate Affairs during the current year.

The Company and Neumesh Labs are extending full cooperation to the investigating authorities. Appropriate
disclosures, if any, shall be made in accordance with the applicable laws and regulations as and when any material
developments arise.

f. JK Phillips LLP, a Joint Venture

Receipt of Orders / Letter of Acceptance from Ircon International Limited

During the year under review, J K Phillips LLP, a 50:50 Joint Venture between the Company and Phillips Machine
Tools India Private Limited (a subsidiary of Phillips Corporation, USA), received the following Orders / Letter of
Acceptance from Ircon International Limited, a Navratna Company and a Govt. of India Undertaking:

• GE-Package-1 : Design, Supply, Installation, Commissioning & Training of various types of CNC Machines for
MSME Training Centers located at various locations on turnkey basis, for a contract value of Rs. 162.25 Crores
(inclusive of GST).

• GE-Package-2 : Design, Supply, Installation, Commissioning & Training of various types of plant & machineries
for MSME Training Centres located at various locations in India on turnkey basis, for a contract value of
Rs. 139.48 Crores (inclusive of GST).

7. SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE
Authorised Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31,
2026, the authorised share capital of the Company stood at Rs. 1,40,00,00,000/- divided into 1,25,00,00,000 Equity Shares
of Re. 1/- each; 2,00,000 - 11% Cumulative Redeemable Preference Shares of Rs. 100/- each; 6,00,000 - 14% Cumulative
Redeemable Preference Shares of Rs. 100/- each; 2,00,000 - 15% Cumulative Redeemable Preference Shares of Rs. 100/-
each and 5,00,000 Unclassified Shares of Rs. 100/- each.

Issued, subscribed and Paid-up Capital

During the year under review, your Company allotted 79,17,936 equity shares of face value of Re. 1/- each, at an issue price
of Rs. 142/- per equity share, for consideration other than cash, by way of share-swap, to the shareholders of JK Technosoft
Limited, towards discharge of the total purchase consideration of Rs. 112,43,46,912/- payable by the Company to the
shareholders of JK Technosoft Limited, in respect of acquisition of 1,24,07,276 partly paid-up equity shares of Rs. 10/-
each (paid-up Rs. 2.50/-) held by them.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company increased from
Rs. 12,23,69,130/- divided into 12,23,69,130 equity shares of face value of Re. 1/- each to Rs. 13,02,87,066/- divided into
13,02,87,066 equity shares of face value of Re. 1/- each.

During the year under review, the Company has not issued any equity shares with differential rights / sweat equity shares
under Rule 4 and Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

8. EMPLOYEES STOCK OPTION SCHEME

During the year under review, with a view to incentivize key employees for their contribution to the Company's growth,
foster a culture of employee ownership, attract and retain top talent and align employees' interests with the Company's
long-term objectives, your Company implemented a new Employee Stock Option Scheme i.e. 'JKE Employee Stock
Option Scheme 2025' ("ESOP Scheme") covering eligible employees of the Company, its Group Company(ies) including
Subsidiary Company(ies) of the Company and its Associate Company(ies), for which approval of shareholders of the
Company was received on May 15, 2025.

The NRC of the Board of Directors of the Company, inter-alia, administers and monitors the ESOP Scheme of the Company
in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE)
Regulations").

As on the date of this Report, no stock options have been granted under the ESOP Scheme. Further, no variation or
modification has been made to the ESOP Scheme as approved by the shareholders.

The ESOP Scheme is in compliance with the SEBI (SBEB & SE) Regulations as well as the related resolutions passed by the
shareholders of the Company on May 15, 2025.

A Certificate from the Secretarial Auditors of the Company confirming that the ESOP Scheme has been implemented in
accordance with the SEBI (SBEB & SE) Regulations and the related resolutions passed by the shareholders of the Company
will be made available for inspection by the members at the AGM of the Company.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and
Protection Fund pursuant to the provisions of the Act and rules made thereunder.

10. CHANGE IN THE NATURE OF THE BUSINESS11. SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the year under review, no significant and material orders were passed by any regulator or court or tribunal which
may impact the going concern status of the Company and your Company's operations in future.

12. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2026, your Company had 10 (Ten) subsidiaries (including 6 (Six) step down subsidiaries), 1 (One) associate,
and 1 (One) joint venture as under:

• Wholly Owned Subsidiaries:

- JK Defence & Aerospace Limited

- JK Digital & Advance Systems Private Limited

• Subsidiaries:

- JK Technosoft Limited

- Neumesh Labs Private Limited

• Step-down Subsidiaries:

- Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

- JK Tech US Inc

- JK Tech UK Limited

- JKT Bangladesh Private Limited

- JKT Europe B.V.

- JKT Netherlands B.V.

• Associate Company:

- Nebula3D Services Private Limited

• Joint Venture in the form of LLP:

- JK Phillips LLP

Each subsidiary / associate / joint venture functions independently under the supervision of its respective Board of
Directors or governing body, with due responsibility to protect and enhance stakeholder value.

In compliance with the SEBI Listing Regulations, the Company has formulated a Policy for determining Material Subsidiaries,
which is available on the Company's website at the following link: https://www.jaykayenterprises.com/policies/

Based on the audited consolidated financial statements of the Company for FY 2025-26 and in accordance with the criteria
prescribed under the SEBI Listing Regulations, the following entities shall be considered as material subsidiaries of the
Company for FY 2026-27:

• JK Defence & Aerospace Limited

• Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

• JK Technosoft Limited

• JK Tech US Inc

• JK Tech UK Limited

A brief description about Company's Subsidiaries / Associate Company / Joint Venture during the financial year ended
March 31, 2026 is given below:

(i) JK Defence & Aerospace Limited

JK Defence & Aerospace Limited ("JK Defence") was incorporated on July 03, 2023, as a wholly owned subsidiary of the
Company, with the primary objective to actively participate and undertake business of machining and manufacturing
of precision-turned components and all type of engineering goods for the defence, aerospace and other allied industries.

JK Defence is strategically focused on the Defence and Aerospace sector and aims to secure orders from the Government
of India and its undertakings leveraging its capabilities in additive manufacturing, precision engineering, and
composites, along with synergies from Allen.

It has proposed to set up a manufacturing facility for defence related products such as Missile System, Assembly parts
Brackets, Door Assembly Parts for Airbus, Landing Gear parts, Indian Naval System-Chassis Assembly Parts, Missile
Parts-Front Panel Assembly, etc.

(ii) JK Digital & Advance Systems Private Limited

JK Digital & Advance Systems Private Limited ("JK Digital") was incorporated on July 27, 2023, with the objective of
developing and manufacturing advanced orthopaedic implants and patient-specific medical devices using state-of-the-
art metal additive manufacturing (3D printing) technologies.

JK Digital is building a world-class manufacturing ecosystem dedicated to the design, development, validation,
manufacturing, and commercialization of high-performance medical implants that meet international quality and
regulatory standards.

Under its flagship brand Neobone™, JK Digital™ is developing and manufacturing a comprehensive portfolio of
orthopaedic solutions, including:

JK Digital is also establishing a Centre of Excellence (CoE) for Medical Additive Manufacturing, bringing together
surgeons, biomedical engineers, materials scientists, manufacturing experts, and academic institutions to accelerate
innovation in next-generation implant technologies.

(iii) JK Technosoft Limited

JK Technosoft Limited ("JKTL") is a public limited company, incorporated on March 07, 1988, under the provisions
of the Companies Act, 1956. JKTL has a global presence through its wholly owned subsidiaries in UK (JK Tech UK
Limited - 100%), US (JK Tech US Inc - 100%), Bangladesh (JKT Bangladesh Private Limited - 100%) and Netherlands
(JKT Europe B.V. - 100% by virtue of controlling the Board) & (JKT Netherlands B.V., step-down subsidiary of JKTL
and subsidiary of JKT Europe B.V. - 100% by virtue of controlling the Board).

JKTL is engaged in the business of Information Technology (IT) services (Application Development, Integration &
Support, IT Consulting, Mobility, Portal Services, Hyper Automation), Artificial Intelligence/Machine Learning, Data
Transformation, Cloud Engineering, Enterprise Solutions (QAD, Microsoft Progress etc.), Education and Training
(IT/Non-IT, Industry Induction and Mobile Solutions).

JKTL is a Gen AI-focused data services organization delivering digital transformation solutions through a range
of services with a specialized focus on the Insurance & Financial Services and Retail & CPG sectors. At the core
of JKTL's offerings is JIVA, an enterprise-grade Gen AI orchestrator that seamlessly unifies data, AI agents, and
industry context to deliver autonomous workflows. Its Agentic AI capabilities transform fragmented enterprise
systems into connected, context-aware processes that accelerate decision-making, reduce errors, and scale without
additional headcount. Complementing this, JKTL's MDM Studio establishes a single source of truth by cleansing,
governing, and unifying data, ensuring AI-ready, trustworthy information pipelines. Together, these innovations
enable enterprises to move beyond siloed operations into a state of intelligent automation and enterprise autonomy.

Beyond these flagship platforms, JKTL offers a robust suite of services in data transformation and cloud engineering,
helping clients modernize legacy systems, design intelligent pipelines, build scalable architectures, and implement
secure governance frameworks. With measurable outcomes such as improved efficiency, revenue protection, faster
time-to-market, and enhanced customer experiences, JKTL empowers organizations to drive innovation, boost
productivity, and accelerate their digital transformation journey. Its clientele include Unilever, ICON, Mansfields,
Varsity, Gategroup, Thermo Fisher, Segdwick, Inveniam, Belden, Allied World, HBK, Alliant International, One
Shield, Specsavers, Mark Anthony and Lowell etc.

(iv) Neumesh Labs Private Limited

Neumesh Labs Private Limited ("Neumesh Labs") was incorporated on January 04, 2021 and is engaged in the business
of providing complete solutions for Additive Manufacturing including 3D manufacturing printing, Digital Set-up, sale
of 3D Printers and market software products for 3D applications.

(v) Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited) ("Allen") was incorporated
on December 31, 1987 and is engaged in the design, development, manufacture and testing of composite and allied
engineering products for the purpose of Defence, Aerospace and Engineering products.

With over three decades of experience, Allen has been catering to the Defence requirements of the nation and is
actively involved in indigenization, development, and production of advanced defence application products.

Prominent among its offerings are: Konkur Launcher Tubes, Pinaka Rocket Launch Tubes & Submarine Mine Laying
Equipment, underwater mines, Air frames for Brahmos etc.

Allen has state-of-the-art manufacturing facilities at the following locations:

• IDA Bollaram located at 155/B/1&2, Industrial Estate, Bollaram, Telangana-502325

• IDA Cherlapally located at Plot No. 204/3,4,7&8, Phase-II, Cherlapally, Telangana-500051.

(vi) Nebula3D Services Private Limited

Nebula3D Services Private Limited ("Nebula") was incorporated on March 06, 2015 and is engaged in providing a
full suite of Digital Engineering Services to the Automotive, Aerospace, Heavy Engineering, Oil & Gas, and Power &
Energy sectors. Its Digital Engineering Services portfolio includes reverse engineering, plant modelling, 3D scanning
and 3D product designing.

Nebula has extensive industry experience of nearly 11 years in offering digitization services, with specialization in
laser scanning, laser tracker applications, plant design, product tear-down benchmarking, and 3D CAD services. It
has successfully catered to leading OEMs in India and overseas, leveraging advanced engineering tools and skilled
resources.

Nebula has its plant located at No. 966, 18^th - B Cross, 2^nd Cross Rd, Ideal Homes Twp, RR Nagar, Bengaluru, Karnataka.

(vii) JK Phillips LLP

JK Phillips LLP, a Limited Liability Partnership ("LLP") was incorporated on December 28, 2023, pursuant to an
Agreement dated December 20, 2023 entered into between the Company and Phillips Machine Tools India Private
Limited, a subsidiary of Phillips Corporation, USA.

The Company has made an initial capital contribution of Rs. 1,00,000/- (Rupees One Lakh Only) in the LLP and holds
a 50% share in the profits of the LLP.

The objective of the LLP is to engage in the business of trading and distribution of advanced systems, including CNC
machines, lathes, hydraulic presses, 3D printers, moulding machines, and related accessories manufactured by Phillips,
along with other manufacturing and trading activities, including provision of after-sales services.

13. FINANCIAL DETAILS OF SUBSIDIARIES / JOINT VENTURE / ASSOCIATES

Pursuant to Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of the Company's Subsidiaries / Associate Company / Joint Venture, in the
prescribed Form AOC-1, is annexed as Annexure - VI and forms part of this Annual Report. Accordingly, the same is not
reproduced here for the sake of brevity. The statement also provides the details of the performance and financial position
of each of the Subsidiaries / Associate Company / Joint Venture.

In accordance with Section 136 of the Act, the Copies of audited financial statements of Company's Subsidiaries /
Associate Company / Joint Venture are available on the Company's website viz. www.jaykayenterprises.com/investors/
stock-exchange-compliances/audited-financial-statements-of subsidiaries/and shall also be kept open for inspection at
the registered office of the Company or through electronic mode. Further, the same will also be available electronically for
inspection by the members during the AGM.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the provisions of
Section 129 of the Act, Regulation 33 of the SEBI Listing Regulations, Ind AS 110 as specified under the Companies (Indian
Accounting Standards) Rules, 2015, and Schedule III to the Act, are attached herewith and, together with the Auditors'
Report thereon, form part of this Annual Report.

15. INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements comply, in all material respects, with the Indian Accounting Standards notified under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions
of the Act.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a pivotal
role in overseeing the management of the Company and safeguarding the interests of all stakeholders. It ensures that the
Company has well-defined goals aligned with the creation of long-term value for shareholders and other stakeholders and
sustainable growth. The Board is supported by the management and Senior Management Team in ensuring the effective
functioning of the Company.

As on March 31, 2026 and up to the date of this Report, the Board of your Company was comprised of 6 (six) directors,
out of whom 1 (one) was Promoter and Executive Director (Chairman & Managing Director), 1 (one) was an Executive
Director (Joint Managing Director), 1 (one) was Non-Executive Non-Independent Director and 3 (three) were Non¬
Executive Independent Directors (including one Woman Independent Director).

DIRECTORS

Re-appointment of Executive Directors:

• The Board of Directors, at its meeting held on August 14, 2026, based on the recommendation of the NRC, approved the
re-appointment of Mr. Abhishek Singhania (DIN: 00087844) as the Chairman & Managing Director of the Company for a
further period of 3 (three) consecutive years with effect from July 01, 2027, subject to the approval of the shareholders, as
his current term of office will expire on June 30, 2027. The terms and conditions of his re-appointment are set out in the
Explanatory Statement forming part of the Notice convening the ensuing AGM of the Company.

• The Board of Directors, at its meeting held on August 14, 2026, based on the recommendation of the NRC, approved the re¬
appointment of Mr. Partho Pratim Kar (DIN: 00508567) as the Joint Managing Director of the Company for a further period
of 3 (three) consecutive years with effect from April 15, 2027, subject to the approval of the shareholders, as his current
term of office will expire on April 14, 2027. The terms and conditions of his re-appointment are set out in the Explanatory
Statement forming part of the Notice convening the ensuing AGM of the Company.

Director retiring by rotation:

• In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Partho
Pratim Kar (DIN: 00508567), Joint Managing Director of the Company, is liable to retire by rotation at the ensuing AGM
and, being eligible, has offered himself for re-appointment as director. His re-appointment as a Director shall not constitute
a break in his existing term as Joint Managing Director of the Company.

Profile of Directors seeking re-appointment:

The brief resume of the Directors seeking re-appointment, along with other details as stipulated under Regulation 36(3) of the

SEBI Listing Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the

Notice convening the ensuing AGM of the Company.

Your Directors recommend the re-appointment of the aforesaid directors at the ensuing AGM.

Further, none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as

Directors of any company by virtue of any order passed by SEBI or any other statutory authority.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the following officials are the Key Managerial Personnel ("KMP") of the

Company as on the date of this Report:

• Mr. Abhishek Singhania - Chairman & Managing Director

• Mr. Partho Pratim Kar - Joint Managing Director

• Mr. Sanjay Jain - Chief Financial Officer

• Ms. Shikha Rastogi - Company Secretary & Compliance Officer

There was no change in the composition of the Board of Directors or KMP during the year under review and up to the date of

this Report, except for the re-appointments as specifically stated above.

17. DISCLOSURE ABOUT RECEIPT OF COMMISSION

Pursuant to the provisions of Section 197(14) of the Act and rules made thereunder, during the year under review, none of
the directors of the Company has received any commission from the Company or any of its subsidiaries. Accordingly, the
provisions of Section 197(14) of the Act are not applicable to the Company.

18. DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company has in place a Directors and Officers ("D&O") Liability Insurance Policy covering its Directors and Officers for
such quantum and against such risks as determined by the Board of Directors, to safeguard them against liabilities arising in
the course of the performance of their duties.

19. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. The
Independent Directors have further confirmed that there has been no change in the circumstances affecting their status as
Independent Directors during the year under review. They have also confirmed that they have complied with the Company's
Code of Ethics and Business Conduct for Board Members and Senior Management.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as specified in the Act and the
SEBI Listing Regulations, are independent of the management and possess the requisite qualifications, integrity, expertise,
and experience. Disclosure regarding the skills / expertise / competence / proficiency possessed by the Directors is provided
in the Corporate Governance Report, forming part of this Annual Report.

In addition, the Company has received confirmation from all Independent Directors that they are registered with the
Independent Directors' Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar, in compliance with Rule
6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

20. BOARD EVALUATION

In accordance with the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Board of Directors, in
consultation with and on the recommendation of the NRC, carried out the annual performance evaluation of the Board
as a whole, its Committees and individual directors including Independent Directors. The evaluation was conducted
in accordance with the framework and criteria approved by the Board. The Board considered and discussed the inputs
received from the Directors.

Overview of Evaluation Framework and Criteria

Evaluation Process

• A structured evaluation questionnaire covering the above parameters was circulated to all Directors.

• During the evaluation process, Board members submitted their response on a scale of 1 (strongly disagree) to 5
(strongly agree) and evaluated the performance of Board, its Committees and individual directors, including
Chairman of the Board.

• The Independent Directors met separately on May 27, 2026, without the presence of non-independent directors and
members of the management, and inter-alia:-

- reviewed the performance of the non-independent directors and Board as a whole;

- reviewed the performance of the Chairman of the Company; and

- assessed the quality, quantity and timeliness of flow of information between the management of the Company
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The NRC also carried out evaluation of each Director's performance. The performance evaluation of the Independent
Directors was carried out by the entire Board, excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever
their respective term expires.

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2025-26. Following is the summary of
outcome of evaluation:

• The results of evaluation were shared with the Board and Chairperson of respective Committees;

• The directors expressed their satisfaction with the evaluation process; and

• The results of evaluation showed high level of commitment and engagement of Board, its various committees and
management.

The Board also noted the valuable suggestions received during the evaluation process for further strengthening its
effectiveness and governance practices.

21. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Ethics and Business Conduct for its Directors and Senior Management Personnel.
All Directors and Senior Management Personnel had affirmed that they have complied with the provisions of the said
code during the year under review. Further details are provided in the Corporate Governance Report forming part of this
Annual Report.

22. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing
Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director.
The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key
Managerial Personnel, Senior Management Personnel and other employees of the Company. The extract of the Nomination
and Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of
this Annual Report.

The Nomination and Remuneration Policy is available on the Company's website at the following link: https://www.
jaykayenterprises.com/policies/

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to directors' responsibility statement, it is hereby
confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2026 and of the profit of the Company for the year ended March 31, 2026;

c) the directors 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;

d) the directors have prepared the annual accounts on a going concern basis;

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

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

24. MEETINGS OF THE BOARD AND ITS COMMITTEES
Board Meetings

During the financial year 2025-26, the Board of Directors met 7 (seven) times. The intervening gap between any two
consecutive Board Meetings was within the maximum period prescribed under the Act. The details of the Board Meetings
held during the financial year 2025-26 and the attendance of the Directors thereat are provided in the Corporate Governance
Report forming part of this Annual Report.

Board Committees

The Board has constituted the following 5 (five) Committees in compliance with the applicable provisions of the Act, the
SEBI Listing Regulations, and other applicable laws, as well as to meet the business requirements of the Company:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Committee of Directors

e. Rights Issue Committee

The composition, terms of reference along with the details of meetings held during the financial year 2025-26 and attendance
of Committee members at the said meetings, have been provided in the Corporate Governance Report forming part of this
Annual Report.

All the recommendations made by Board Committees during the financial year 2025-26 were accepted by the Board.

25. GENERAL MEETING / POSTAL BALLOT

During the financial year ended March 31, 2026, apart from AGM of the Company held on September 30, 2025, the
Company sought the approval of its shareholders through the following Postal Ballots:

a. Postal Ballot notice dated April 15, 2025, for seeking approval of the shareholders for (i) Issuance of up to 79,19,683
Equity Shares of Jaykay Enterprises Limited ("JKE"), to the shareholders of JK Technosoft Limited ("JKTL"), through
SWAP of partly paid-up Equity Shares of JKTL; (ii) Approval of 'JKE Employee Stock Option Scheme 2025'; and
(iii) To approve the grant of employee stock options to the eligible employees of the Group Company(ies) including
Subsidiary Company(ies) of the Company and Associate Company(ies) under 'JKE Employee Stock Option Scheme
2025'.

The aforesaid matters were duly approved by the shareholders on May 15, 2025 and the result of postal ballot was
declared on May 19, 2025.

b. Postal Ballot notice dated November 11, 2025, for seeking approval of the shareholders for Material Related Party
Transactions of the Company with certain related parties and Material Related Party Transactions amongst certain
subsidiaries / related parties of the Company for the financial year 2025-26, in accordance with the applicable
provisions of the Act and the SEBI Listing Regulations.

The aforesaid matters were duly approved by the shareholders on December 25, 2025 and the result of postal ballot
was declared on December 26, 2025.

c. Postal Ballot notice dated March 25, 2026, for seeking approval of the shareholders for Material Related Party
Transactions of the Company with certain related parties and Material Related Party Transactions amongst certain
subsidiaries / related parties of the Company for the financial year 2026-27, in accordance with the applicable
provisions of the Act and the SEBI Listing Regulations.

The aforesaid matters were duly approved by the shareholders of the Company on May 23, 2026 and the result of postal
ballot was declared on May 25, 2026.

Further details are provided in the Corporate Governance Report forming part of this Annual Report.

26. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public / members pursuant
to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly,
no amount of principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the
financial year 2025-26.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as
required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished
hereunder:

A. Conservation of Energy

a) Steps taken towards energy conservation / utilizing alternate source of energy: The Company continues to
promote responsible and efficient use of energy across its operations.

During the year under review, the Company undertook various measures aimed at improving energy efficiency
and reducing avoidable consumption, including:

• Progressive adoption of energy-efficient LED lighting and electrical fixtures.

• Periodic maintenance and monitoring of electrical equipment and associated infrastructure to ensure
optimum operating efficiency.

• Encouraging responsible consumption of electricity and other energy resources across operational facilities.

• Evaluation and use of renewable or alternate sources of energy wherever commercially and operationally
feasible.

b) Capital Investment on Energy Conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation initiatives undertaken from time to time have
contributed towards efficient utilization of energy resources, reduction in unnecessary consumption and
optimization of operating costs.

B. Technology Absorption:

a) Efforts made towards technology absorption: The Company tends to use latest technology and equipments in
its business. Emphasis is placed on improving operational efficiency, service quality and productivity through
appropriate technology adoption.

b) Benefits derived like product improvement, cost reduction, product development, import substitution etc:

Not Applicable

c) In case of imported technology (imported during last 3 years reckoned from the beginning of the financial
year), following information may be furnished: NIL

d) The expenditure incurred on Research & Development: NIL

C. Foreign Exchange Earnings and Outgo: During the year under review, there was neither inflow nor outflow of
foreign exchange.

!8. AUDITORS AND AUDIT REPORTS
Statutory Auditors and Audit Report:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. P. L.
Tandon & Co., Chartered Accountants (ICAI Registration No. 000186C), were appointed by the members at the 76^th AGM
of the Company held on September 20, 2022, as Statutory Auditors of the Company, for a period of five (5) consecutive
years till the conclusion of the 81^st AGM of the Company to be held in the year 2027.

M/s. P. L. Tandon & Co. has confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company.

The Statutory Auditors have expressed an unmodified opinion on the Standalone Financial Statements of the Company
for the financial year ended March 31, 2026. However, the Statutory Auditors have expressed a qualified opinion in their
Audit Report on the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

The management's response to the qualified opinion/ emphasis of matters and other observations/comments contained in
the Auditors' Report and Annexure thereto have been suitably provided in the respective notes to the Financial Statements
referred to therein.

Further, the Key Audit Matter as contained in the Auditors' Report on the Standalone Financial Statements is also
mentioned as Key Audit Matter in the Auditors' Report on the Consolidated Financial Statements in similar manner.
The management response thereto has been suitably given in the respective Notes to the Financial Statements referred to
therein.

The Notes to financial statements and other observations, if any, in the Auditors' Report are self-explanatory and therefore,
do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit
Committee or the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board of Directors, upon
the recommendation of the Audit Committee, had appointed M/ s. Varuna Mittal & Associates, Practicing Company
Secretaries (Firm Registration Number: S2020DE762400 and Peer Reviewed Certificate No. 6087/2024), as the Secretarial
Auditor of the Company for a first term of five (5) consecutive years commencing from the financial year 2025-26 till the
financial year 2029-30, which was subsequently approved by the shareholders by way of an ordinary resolution passed at
the AGM held on September 30, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by them is annexed as Annexure - I to
this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the
financial year 2025-26, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no
detail is required to be disclosed under Section 134(3)(ca) of the Act.

Further, in compliance with Regulation 24A of the SEBI Listing Regulations and applicable SEBI circulars, a report on
secretarial compliance issued by M/s. Varuna Mittal & Associates, Practicing Company Secretaries for the year ended
March 31, 2026 has been submitted to the stock exchanges within the prescribed timeline. The same is available on the
website of the Company at https://www.jaykayenterprises.com/investors/stock-exchange-compliances/secretarial-
compliance-report/

The Company's unlisted material subsidiaries incorporated in India for the financial year 2025-26, namely JK Defence,
Allen, JKTL and Neumesh Labs, have also undertaken Secretarial Audit in compliance with Regulation 24A of the SEBI
Listing Regulations. The respective Secretarial Audit Reports of JK Defence, Allen, JKTL and Neumesh Labs are annexed
herewith as Annexure - II, Annexure - III, Annexure - IV and Annexure - V, respectively to this report.

The Secretarial Audit Reports of JK Defence, Allen, JKTL and Neumesh Labs do not contain any qualification, reservation

or adverse remark.

29. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
Company is not required to maintain cost records as its turnover during the financial year under review did not exceed
the threshold limit prescribed under Rule 3 of the said Rules.

30. RISK MANAGEMENT

Your Company has in place a Risk Management Policy which provides a structured framework for identification,
assessment, monitoring and mitigation of various business, financial, regulatory and other risks that may impact the
Company's operations and objectives. The Policy also facilitates prioritization of risks and implementation of appropriate
mitigation measures. In the opinion of the Board of Directors, during the period under review, there were no risks identified
which may threaten the existence of your Company.

From time to time, the Company reviews and updates its risk assessment and minimization procedures to strengthen its
ability to effectively respond to emerging challenges. The Risk Management Policy is available on the Company's website
at the following link: https://www.jaykayenterprises.com/policies/

31. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls commensurate with the size, scale and nature of its
business. These controls are supported by well-defined policies and procedures to ensure the orderly and efficient conduct
of its business and operations, 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 information.

The internal financial controls are supplemented by an extensive programme of internal audits, periodic management
reviews, and documented policies, guidelines and procedures. These controls are designed to ensure the reliability
of financial and other records for the preparation of financial information and reports and for maintaining proper
accountability of the Company's assets.

The internal financial controls operate effectively and no material weakness exists. The Company has in place a process
for continuously monitoring the effectiveness of its internal financial controls and identifying potential gaps, if any, and
implementing appropriate new or improved controls, wherever considered necessary.

32. WEBLINK OF ANNUAL RETURN

Pursuant to the provisions of Sections 134 and 92(3) of the Act, the Annual Return of the Company for the financial year
ended on March 31, 2026 is available on the Company's website and can be viewed at: https://www.jaykayenterprises.
com/investors/annual-returns/.

33. RELATED PARTY TRANSACTIONS

During the year under review, all contracts / arrangements / transactions entered into with related parties were in the
ordinary course of business and on an arm's length basis. In accordance with the provisions of Section 177 of the Act
and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained prior
approval of the Audit Committee for related party transactions, including omnibus approval for transactions which were
repetitive in nature or were anticipated to be entered into in the ordinary course of business, and / or under specific
agenda items for entering into such transactions. In accordance with the applicable regulatory requirements, approval of
Related Party Transactions is granted by the Independent Directors serving on the Audit Committee.

The Company has not entered into any material related party transactions falling within the scope of Section 188(1) of the
Act during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not
applicable.

As per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has
formulated a policy on Related Party Transactions which is available on the Company's website at the following link:
https://www.jaykayenterprises.com/policies/. The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and the Related Parties.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party
disclosures. The details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel
Rules") are provided in the prescribed format and annexed herewith as Annexure - VII to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
(3) of the Managerial Personnel Rules, is provided in a separate annexure forming part of this Report. Having regard to
the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. The said information is available for inspection at the Registered Office of the
Company during working hours till the date of AGM and any member interested in obtaining such information may write
to the Secretarial Department of the Company and the same will be furnished on request.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company, in compliance with the applicable provisions of the Act and the SEBI Listing Regulations, extends financial
assistance to its group managed entities, from time to time, in the form of investments, loans, guarantees, or securities, to
meet their business requirements.

The details of loans, guarantees, securities provided, and investments made during the financial year under review, as
covered under the provisions of Section 186 of the Act, have been disclosed in the notes to the Financial Statements
forming part of this Annual Report.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the year under review,
there have been no material changes, except as disclosed elsewhere in the Annual Report:

• in the nature of Company's business;

• in the Company's subsidiaries or in the nature of business carried out by them; and

• in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which
can affect the financial position of the Company between the end of the financial year and the date of this Report.

37. EXPLANATION REGARDING VARIATION/DEVIATION IN UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ISSUE

During the year under review, the Company allotted 79,17,936 equity shares of face value of Re. 1/- each at an issue price
of Rs. 142/- per equity share, for consideration other than cash. The allotment was made towards discharge of the total
purchase consideration of Rs. 112,43,46,912/- payable by the Company to the shareholders of JK Technosoft Limited,
in respect of acquisition of 1,24,07,276 partly paid-up equity shares of Rs. 10/- each (paid-up Rs. 2.50/-) held by them,
through a preferential allotment on a share-swap basis.

Since the aforesaid preferential allotment was made for consideration other than cash, there has been no inflow or
utilization of funds. Accordingly, the reporting requirement relating to variation/deviation in utilization of funds is not
applicable.

38. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries
of India relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied
with by the Company, during the year under review.

39. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited.

During the year under review, upon receipt of listing and trading approval from NSE, the Company's Equity Shares of face
value of Re. 1/- each were listed and admitted to trading on the Main Board of NSE with effect from the commencement
of trading hours on December 03, 2025, under the trading symbol "JAYKAY", through the Direct Listing route.

The requisite annual listing fees for the financial year 2026-27 have been duly paid to both the Stock Exchanges. The
addresses of the Stock Exchanges and other relevant information for the shareholders are provided in the Corporate
Governance Report forming part of this Annual Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2025-26, as required pursuant to Regulation 34
read with Schedule V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of this
Annual Report.

41. REPORT ON CORPORATE GOVERNANCE

Your Company has always placed emphasis on conducting its affairs with diligence, transparency, responsibility, and
accountability. The Board members support the broad principles of Corporate Governance and lay emphasis on its role in
providing guidance, direction, and oversight to align the actions of the Company towards achieving its objectives.

The Report on Corporate Governance for the year under review, as stipulated under Regulation 34 read with Schedule V
of SEBI Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

The certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance
is annexed to the said Corporate Governance Report.

42. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2025-26, the provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of
the Act became applicable to the Company for the first time.

The Company has duly complied with the applicable provisions of Section 135 of the Act read with the rules made thereunder
and has undertaken its CSR obligations in accordance with the applicable statutory requirements. The prescribed CSR
contribution for the financial year 2025-26 has been duly made towards eligible CSR activities in accordance with the
provisions of the Act.

In accordance with the provisions of Section 135(9) of the Act, the functions prescribed to be discharged by the CSR
Committee are being discharged by the Board of Directors of the Company. The Board is responsible for approving,
overseeing and monitoring the CSR activities of the Company and ensuring compliance with the applicable provisions of
the Act.

The Annual Report on CSR Activities for the financial year 2025-26, as required under the Act, is annexed to this Report as
Annexure - VIII and forms an integral part of this Report. The CSR Policy of the Company is available on the website of
the Company at https://www.jaykayenterprises.com/policies/.

43. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has in place a Whistle Blower Policy / Vigil Mechanism for the Directors and Employees of the Company
to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behaviour, violation of the
Company's Code of Ethics and Business Conduct, and any other event which would adversely affect the interests of the
business of the Company. The Policy provides for adequate safeguards against victimization of director(s)/ employee(s)
who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional
cases.

Detailed disclosure relating to the Whistle Blower Policy / Vigil Mechanism is provided in the Corporate Governance
Report forming part of this Annual Report.

During the year under review, no Director or Employee was denied access to the Chairperson of the Audit Committee.
Further, no complaint was received under the Whistle Blower Policy during the year under review.

The said policy/ mechanism is available on the Company's website at the following link: https://www.jaykayenterprises.
com/policies

44. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place an
Insider Trading Policy to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives
("Code"). The Code lays down the procedures and disclosure requirements to be followed while dealing in the securities
of the Company and is designed to preserve the confidentiality of unpublished price sensitive information and prevent its
misuse.

The Company has also established an institutional mechanism for the prevention of insider trading in compliance with
the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Further, the Company has put in place
appropriate systems and procedures for monitoring the dealings in equity shares of the Company by the Designated
Persons and their immediate relatives.

45. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to providing and maintaining a safe, secure and inclusive work environment that is free
from sexual harassment and discrimination. The Company has in place a Policy on Protection, Prevention & Redressal of
Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder.

The Policy provides a framework for prevention, prohibition and redressal of complaints relating to sexual harassment at
the workplace and ensures protection against retaliation to complainants. Your Company has duly constituted an Internal
Complaints Committee in compliance with the provisions of the POSH Act to redress complaints of sexual harassment, if any.

Pursuant to the provisions of the SEBI Listing Regulations, the details relating to complaints under the POSH Act for the
financial year ended March 31, 2026 are as under:

46. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has duly complied with the applicable provisions of the Maternity Benefit Act,
1961.

47. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application under the provisions of the Insolvency and Bankruptcy Code, 2016, was
admitted against the Company by the National Company Law Tribunal.

48. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION
DONE WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, the Company has not entered into any one-time settlement with any Bank or Financial
Institution in respect of loans availed by it. Accordingly, the disclosure relating to the difference between the valuation
carried out at the time of one-time settlement and the valuation carried out while availing such loans is not applicable.

49. SAFETY, HEALTH AND WELL-BEING

The Company is committed to providing and maintaining a safe, healthy, and secure working environment for its
employees and all other stakeholders visiting its facilities. Appropriate policies, systems, and preventive measures have
been implemented across its manufacturing units and office premises to promote occupational health and safety and to
ensure compliance with applicable statutory and regulatory requirements.

The Company believes that a safe and conducive workplace is fundamental to employee well-being and operational
excellence. It continues to strengthen its safety culture through regular monitoring, awareness initiatives, training programs,
and continuous improvement of safety practices, with the objective of minimizing workplace risks and safeguarding the
health, safety, and well-being of all employees.

50. GREEN INITIATIVES

In support of the Green Initiative of the Ministry of Corporate Affairs and to promote paperless communication, electronic
copies of the Annual Report for the financial year 2025-26 and the Notice convening the 80^th AGM are being sent to all
members whose email addresses are registered with the Company or their respective Depository Participant(s).

Members holding shares in physical form who have not yet registered their email addresses with the Company and who wish
to receive the Annual Report for the financial year 2025-26 and other communications electronically are requested to register
their e-mail addresses by sending a scanned copy of signed request letter mentioning their folio number, complete postal
address and the email address, along with self-attested copy of their PAN Card and a self-attested copy of any document
supporting their registered address, by email to Alankit Assignments Limited, Company's RTA at rta@alankit.com or at
Company's email address: cs@jaykayenterprises.com.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued trust, support and cooperation extended
by the shareholders, customers, financial institutions, banks, stock exchanges, vendors, business associates and all other
stakeholders during the year under review.

The Board also expresses its gratitude to the Government of India, various regulatory authorities and government agencies for
their continued guidance and support.

Your Directors further place on record their deep appreciation for the dedication, hard work and valuable contribution of
all employees of the Jaykay Enterprises Limited Group. Their unwavering commitment and collective efforts have been
instrumental in the Company's growth and performance. The Board looks forward to their continued support in achieving the
Company's strategic objectives and creating sustainable value for all stakeholders.

For and on behalf of the Board of Directors

Sd/-

Abhishek Singhania

Date: August 14, 2026 Chairman & Managing Director

Place: New Delhi DIN:00087844