DIRECTORS' REPORT

Your directors take pleasure in presenting the Forty-Fourth (44th) Board's Report on the business and operations of your
Company (the “Company” or “SJ Corporation Ltd.”), along with the audited financial statements for the Financial Year
(“FY”) ended March 31, 2025.

Financial Results:

The summarized financial performance of the Company for the FY 2024-25 and FY 2023-24 are given below:

Review of Operations

During the year under review, the Company has posted total revenue of Rs. 1531.09 lakhs as against Rs. 1554.80 lakhs
for the corresponding previous year. Further, the Company has occurred Loss of Rs. 20.18 lakhs (before comprehensive
income) as against profit of Rs. 0.61 lakhs for the corresponding previous year.

Dividend

In order to conserve resources, your Directors have not recommended any dividend on equity shares of the
Company.

Transfer to Reserves

For the financial year ended 31st March, 2025, the Board has not proposed to transfer any amount to Reserves.
Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014 during the year ended on 31st March, 2025.

Change in the nature of Business, If Any

During the year under review, The Company has altered its main object of the Memorandum of Association of the
Company by Addition of New Object as the Main Object Clause of the Memorandum of Association (the “MOA”) of the
Company by adding new sub-clauses 1 of Clause III (A) and Deletion of Existing sub-clauses 3 to 4 of Clause III (A)
of the Memorandum of Association (the “MOA”) of the Company.

Share Capital

The Particulars of share capital of the Company are as follows:

During the year under review, the Company has not issued Equity Shares.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as
Annexure I and is incorporated herein by reference and forms an integral part of this report.

Directors and Key Managerial Personnel

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company
Mrs. USHA SAVJIBHAI PATEL (DIN: 06986525), Non-Exe cut ive Director of the Company, retires by rotation and being
eligible; offers herself for re-appointment at the forthcoming 44th Annual General Meeting. The Board recommends the
said reappointment for shareholders' approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the
applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2)
of the Companies Act,2013.

Further. Pursuant to Section 203 of the Companies Act. 2013. the Key Managerial Personnel of the Company are:

As on 31st March, 2025, Company has following Non-Executive and Independent Directors:

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information
as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda
and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws
applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other
items on the agenda and also on the occasion of the Annual General Meeting ('AGM') of the Shareholders. Additional
meetings are held, when necessary.

Further, Committees of the Board meet whenever the need arises for transacting business. The recommendations of the
Committees are placed before the Board for necessary approval and noting.

During the year 08 (Eight) Board Meetings were held during the year ended 31st March, 2025, and the dates are 28th
May, 2024, 11th July, 2024, 13th August, 2024, 5th September, 2024, 25th October, 2024 19th November, 2024, 7th
February, 2025, and 17th March, 2025. The gap between any two Board meetings during this period did not exceed one
hundred and twenty days.

Attendance details of Directors for the year ended March 31, 2025 are given below:

Discussions with Independent Directors

The Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business
related issues, new initiatives and changes in the industry s pecific market scenario. At such meetings, the Executive
Directors and other Members of the Management make presentations on relevant issues.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the
Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

Composition of Audit Committee

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee
possess strong knowledge of accounting and financial management.

During the year 04 (Four) Committee Meetings were held during the year ended 31st March, 2025, and the dates are
28th May, 2024, 13th August, 2024, 25th October, 2024 and 7th February, 2025.

Details of the composition of the Committee and attendance during the year are as under'

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's
financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity

and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the
Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules
made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Composition of Nomination & Remuneration Committee

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration
of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination &
Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of
monetary and non-monetary outlay.

During the year 04 (Four) Committee Meetings were held during the year ended 31st March, 2025, and the dates are
28th May, 2024, 13th August, 2024, 10th October, 2024 and 7th February, 2025.

Details of the composition of the Committee and attendance during the year are as under:

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays do w n a framework in relation to remuneration of Directors. This
policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized
to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary
is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration
committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and
non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial
Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure II and is
available on our website www.sjcorp.in.

Details of remuneration paid to Directors and Key Managerial Personnel are as under:

Composition of Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal
of grievances of shareholders etc. The Committee reviews Shareholder's / Investor's complaints like non-receipt of Annual
Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share
certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the
Company including security holders.

The Company has not received any complaints from the investors during the financial year under review.

During the year 04 (Four) Committee Meetings were held during the year ended 31st March, 2025, and the dates are
28th May, 2024, 13th August, 2024, 25th October, 2024 and 7th February, 2025.

Details of the composition of the Committee and attendance during the year are as under:

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby
confirm that:

(a) In the preparation of the annual accounts, 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
at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

(e) The directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

(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.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure
III and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial
Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding
Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the
year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV and form an
integral part of this report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other
company.

Statutory Auditors and Auditors' Report

At the 40th Annual General Meeting held on 31st August, 2021, M/s. SDBA & Co., Chartered Accountants, were
appointed as Statutory Auditors of the Company to hold office till the conclusion of the 45th Annual General Meeting
to be held in financial year 2026.

Auditors Report as issued by M/s. SDBA & Co., Chartered Accountants, Auditors of the Company is self-explanatory
and need not call for any explanation by your Board.

Secretarial Auditor and Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. K. PRASHANT & CO., Company Secretaries,

(Proprietor Mr. Prashant V. Kathiriya, Practicing Company Secretary, CP: 19094), have been appointed Secretarial
Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.

The Secretarial Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. During
the FY 2024-25, the statutory auditors and secretarial auditor have not reported any instances of frauds committed in
the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act.
Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit
Committee of the Board periodically reviews the internal control systems with the management, and Statutory Auditors.
Further, M/s. JD Pawar & Associates, Chartered Accountants, FRN: 141721W was appointed as Internal Auditor of the
Company.

Employees' Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.sjcorp.in. The employees of the Company are made aware of the said policy at the
time of joining the Company.

Risk Management Policy

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.
These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of
risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization
as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Corporate Governance Report

The provisions of the Corporate Governance are not applicable to the Company pursuant to regulation 15(2)(a) of
Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Loans & Guarantees

During the year under review, the Company has not provided any loan, guarantee, security or made any investment
covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.
Loans by the Company

During the year under review, the Company has taken unsecured loan from the Director of the Company. More Details
are given in the notes to the financial statements forming part of this Annual Report.

Insurance

The properties/assets of the Company are adequately insured.

Related Party Transactions

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial
year 2024-25.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by
using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and
implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby
achieve cost savings. Energy costs comprise a very small part of the Company's total cost of operations. However, as
a part of the Company's conservation of energy program, the management has appealed to all the employees/workers
to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive
new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies
and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

The Company uses the service of in-house designers as well as those of free-lancers in developing product designs
as per the emerging market trends. The Company uses innovation in design as well as in technology to develop
new products.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing
products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

IV. The Company has not expended any expenditure towards Research and Development during the year under
review.

(c) Foreign Exchange Earnings and Out go: (Rs. in Lakhs)

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ('Rules'), the dividends, unclaimed for a consecutive
period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred
to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory
Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years
from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred
to the IEPF established by the Central Government. Accordingly, the Company has transferred eligible Shares to IEPF
Demat Account maintained by the IEPF authority within statutory timelines.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application
money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares,
amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making
an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take
a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the
attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website
of Ministry of Corporate Affairs www.iepf.gov.in.

Company has not declared dividend since 2017-18 and there is no amount remaining/unpaid with the company.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/ principal amount,
if any, standing to the credit of their account.

Corporate Social Responsibility

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility
Committee and frame a policy thereof.

Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our
Company.

Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal) Act, 2013:

The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015 and Companies (Accounts) Second
Amendment Rules, 2025 disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition
and Redressal) Act, 2013 are given as below:

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial
standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating
effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going
concern status of the Company and its future operations.

Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes and commitments, affecting the financial position of the Company which have
occurred between the end of the financial year of the company to which the financial statements relate and the date
of the report, except as mentioned in the report earlier.

Acknowledgement

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, Customers and Shareholders
of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India,
Bombay Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support
and guidance.

On behalf of the Board of Directors
PRAKASHKUMAR G. NAKARNAI

Place : Mumbai Chairman

Date : 14/08/2024 [DIN: 10753235]