The Board of Directors ('the Board') take pleasure in presenting the Directors' Report as a part of the Twenty Sixth Annual Report of Jai Balaji Industries Limited ('the Company') together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

FINANCIAL & OPERATIONAL PERFORMANCE

The Revenue from operations of the Company for the financial year under review is H6,350.80 crores as compared to H6,413.78 crores during the previous financial year. The Company has made net profits of H557.88 crores during the F.Y. 2024-25 as compared to a profit of H879.56 crores during the F.Y. 2023-24.

Although financial performance softened during the year under review as compared to previous year, the Company remained resilient and focused on long-term objectives. Despite the complexities of the global operating environment and the pressure on commodity prices the company's strategic focus on value-added products and operational efficiencies has enabled it to navigate these challenges effectively. The Company remain committed to leveraging its strengths to drive sustainable growth and meet the evolving demands of both domestic and international markets.

Your Company is committed to its vision to emerge as an efficient producer of iron and steel products. It is focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company's cumulative product wise actual production details are given hereunder:

The actual production of Sponge Iron was 2,46,770 MT during the year 2024-25 as compared to 2,37,157 MT during the year 2023-24. For Pig Iron, the actual production was 5,43,185 MT and 4,28,629 MT during the year 2024-25 and 2023-24 respectively. The actual production of Steel Bars/Rods was 2,20,466 MT during the year 2024-25 as compared to 2,52,709 MT during the year 2023-24. For Billets/MS Ingot, the actual production was 1,66,271 MT and 1,52,390 MT during the year 2024-25 and 2023-24 respectively. The actual production of Ferro Alloys was 1,24,362 MT during the year 2024-25 as compared to 1,15,384 MT during the year 2023-24. In case of Ductile Iron Pipe, the actual production was 2,81,913 MT and 2,42,121 MT during the year 2024-25 and 2023-24 respectively. For Sinter, the actual production was 8,27,893 MT and 6,22,480 MT during the year 2024-25 and 2023-24 respectively. The actual production of Coke was 3,36,766 MT during the year 2024-25 as compared to 3,25,051 MT during the year 2023-24.

Further, the Board at its meeting held on 12^th May, 2025, approved the proposal to expand the company's portfolio by entering into the business of OPVC pipes/ tubes/ fittings etc. in addition to its existing business. The aim behind such proposed expansion is to leverage synergies with the Company's existing product portfolio and to explore new growth opportunities.

SUBSIDIARIES AND JOINT VENTURE COMPANIES Subsidiary

The Company had incorporated a new subsidiary, Kesarisuta Industries Uganda Limited in July, 2023 in Uganda. The Subsidiary company was incorporated with an object of selling Ductile Iron Pipes and other. The said subsidiary had not commenced its operations and has not made any transactions from the date of its incorporation. The Board of Directors of the Company at their meeting held on 16^th April 2025 approved the closure of the said subsidiary.

Joint Ventures

Your Company continues to have two joint venture (JV) companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31^st March, 2025.

- Andal East Coal Company Private Limited (AECCPL)

'Andal East Coal Company Private Limited' which is currently under liquidation was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal NonCoking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

- Rohne Coal Company Private Limited(RCCPL)

'Rohne Coal Company Private Limited' was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

The Hon'ble Supreme Court vide its Order dated 24^th September, 2014 had cancelled number of coal blocks allotted to various companies. These include two coal blocks viz. Andal Coal Block in the State of West Bengal and Rohne Coal Block in the State of Jharkhand allocated to the company jointly with other parties. The Company has fully provided for the diminution in the value of investment in joint ventures. Further, AECCPL is under liquidation.

None of the Companies have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statements of the subsidiary and joint ventures of the Company is provided in Form AOC-1 attached as Annexure-'A' to the Board's Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.

As per the provisions of Section 136 of the Act, the standalone & consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiary, are available on the website of the Company viz., "www.jaibalajigroup.com". These documents are also available for inspection at the Registered Office of the Company during business hours.

DIVIDEND

In lieu of requirement of funds for operations of the Company, your Directors do not recommend any dividend for the financial year ended 31^st March, 2025.

The Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://iaibalaiigroup. com/wp-content/uploads/2021/12/Dividend Distribution Policy.pdf

TRANSFER TO RESERVES

During the financial year 2024-25, the Company has not transferred any amount to the General Reserve. For details regarding the transfer to other reserves please refer to note No.17 of the financial statements for the year which are self-explanatory.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2025 stands at H 1,89,00,00,000.

During the year under review, the Company has converted 1,88,00,000 warrants into equivalent number of equity shares of H10/- each on receipt of full consideration in respect of above warrants.

Thereafter, during the year under review, the Board of Directors of your Company, subject to the approval of members, approved the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of H10 (Rupees Ten only) each, fully paid-up, was sub-divided into 5 (five) equity shares having face value of H2 (Rupees Two only) each, fully paid-up. Further, the members vide resolution passed by way of Postal Ballot on 19^th December 2024 approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association and Articles of Association of your Company. Pursuant to the approval of the shareholders, each equity share of face value of H10/- (rupees ten only) each, fully paid- up, has been sub-divided into 5 (five) equity shares of face value of H2/- (rupees two only) each, fully paid-up, ranking pari-passu in all respects from the record date i.e. 17^th January, 2025. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where the Equity Shares of your Company are listed (BSE and NSE) effective from 17^th January 2025 i.e. the record date for the purpose of sub-division/ split of equity shares of your Company under the new ISIN i.e., INE091G01026.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares stands as follows:

Pursuant to the Sub-division/ split of equity shares of Equity Shares, there have been no changes in the total share capital of the Company.

DECLARATION ON FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND UTILISATION OF SUCH FUNDS DURING THE YEAR UNDER REVIEW

The Board at its meeting held on 15^th December, 2022 had considered and approved the issue and allotment of upto 2,20,00,000 convertible warrants at a price of H45/- each. The object of the issue was for repayment of debt and for general corporate purpose. Thereafter, pursuant to approval of the members vide an Extra-Ordinary General Meeting held on 11^th January, 2023 and other statutory approvals, the Board at its meeting held on 20^th January, 2023 allotted 2,20,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of H10/- each at a premium of H35/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations. The Company had realized 25% upfront money amounting to H24,75,00,000/- before the allotment of convertible warrants i.e 20^th January, 2023. Thereafter, during FY 2023-24, 32,00,000 warrants out of the total 2,20,00,000 warrants were converted into Equity Shares, on payment of the balance 75% allotment monies amounting to H10,80,00,000/- from the respective allottees.

Further during the year under review, remaining 1,88,00,000 warrants out of the total 2,20,00,000 warrants were also converted into Equity shares on realisation of the balance 75% allotment monies amounting to H63,45,00,000/- from the respective allottees.

The proceeds realized at the time of allotment of warrants and at the time of conversion of said warrants into equity shares were solely utilized for the objects as specified in the offer document/ Explanatory Statement of the Notice of the General Meeting and there was no deviation in the utilisation of funds during the year under review.

As on 31^st March, 2025, no warrants are pending for conversion into Equity shares.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company or its subsidiary.

BRANCH OFFICE

During the year under review, in view of the growth and potential business opportunities in Europe, the Company had established a branch office in the Netherlands for the purpose of expanding its operations and enhancing its presence in the European market.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.

Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31^st March, 2025. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

a. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Sanjiv Jajodia (DIN: 00036339) is liable to retire by rotation at the 26^th Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Shri Sanjiv Jajodia (DIN: 00036339) as director liable to retire by rotation.

During the year under review, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors at their meeting held on 29^th July, 2024 had appointed Shri Rajendra Prasad Ritolia (DIN: 00119488) as an Additional Director (Category- Non Executive Independent Director) of the Company w.e.f 29^th July, 2024, subject to approval of the shareholders. Thereafter, pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of Companies Act, 2013("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Act and Regulation 17, 17(1A) and other applicable regulations of the SEBI (LODR) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof), the members of the Company at the 25^th Annual General Meeting held on 13^th September, 2024, approved the appointment of Shri. Rajendra Prasad Ritolia (DIN: 00119488) as an Independent Director of the Company for a period of 5 (five) years w.e.f . 29^th July, 2024, not liable to retire by rotation, who meets the criteria as per Section 161(1) of the Act for being appointed as an Independent Director and in respect of whom a notice in writing under Section 160 of the Act has been received by the Company from a member, proposing his candidature for the office of director.

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

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 16^th April, 2025 appointed Shri Pradip Kumar Tibdewal (DIN: 07977787) as an Additional Director (Category- Non Executive Independent Director) of the Company w.e.f 16^th April, 2025, subject to approval of the shareholders. Thereafter, pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Act and Regulation 17 and other applicable regulations of the SEBI (LODR) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof), the members of the Company approved the appointment of Shri Pradip Kumar Tibdewal (DIN: 07977787) as an Independent Director of the Company for a period of 2 (two) years w.e.f 16^th April, 2025, not liable to retire by rotation, by passing a special resolution through postal ballot on 14^th June, 2025. He meets the criteria as per Section 161(1) of the Act for being appointed as an Independent Director and in respect of whom a notice in writing under Section 160 of the Act has been received by the Company from a member, proposing his candidature for the office of director.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 8^th August, 2025, approved the re-appointment of Shri Gaurav Jajodia (DIN: 00028560) and Shri Rajiv Jajodia (DIN: 00045192) as Whole-time Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification or re-enactment thereof), subject to approval of the members at the ensuing Annual General Meeting and such other authorities as may be required, for a further period of 3 (three) years commencing from 1^st September, 2025 and approved the terms and conditions of their re-appointment.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 8^th August, 2025, appointed Shri Parthasarathi Mukhopadhyay (DIN: 01968529) as an Additional Director (Category- Non Executive Independent Director) of the Company w.e.f 8^th August, 2025 for a period of 2 (two) years, subject to approval of the members at the ensuing Annual General Meeting.

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

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

During the year under review, there has been no change in Key Managerial Personnel of the Company.

b. Remuneration of Directors

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, had approved the revision in the remuneration payable to Shri Aditya Jajodia, Chairman & Managing Director of the Company and Shri Sanjiv Jajodia, Shri Rajiv Jajodia, Shri Gaurav Jajodia and Shri Bimal Kumar Choudhary, Whole-time Directors of the Company with effect from 1^st April, 2024 till the remaining period of their tenure, which was subsequently approved by the members of the Company at the 25^th Annual General Meeting held on 13^th September, 2024.

Further, pursuant to the authority granted to the Board by the Members of the Company at it's Annual General Meeting held on 13^th September, 2024, to alter and vary the remuneration from time to time as may be mutually agreed, subject to a specified limit, the Board of Directors at their meeting held on 16^th April, 2025, approved revision in remuneration of Shri Aditya Jajodia, Chairman and Managing Director, Shri Sanjiv Jajodia, Whole-Time Director and Chief Financial Officer, Shri

Rajiv Jajodia and Shri Gaurav Jajodia, Whole-Time Director(s) of the Company, with effect from 01^st April, 2025 till the remaining period of their tenures.

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

c. Independent Directors and declarations given by them

All the Independent Directors of your Company have submitted requisite declarations under Section 149(7) of the Act confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). They have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct and there has been no change in the circumstances affecting their status as independent directors of the Company.

The Board is of the opinion that the Independent Directors of the Company including those appointed during the year possess requisite qualifications, expertise, experience and proficiency in the varied fields and holds highest standards of integrity. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

d. Separate Meeting of Independent Directors of the Company

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

e. Familiarization programme for Independent Directors

In terms of Regulation 25 of the Listing Regulations, the Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. new independent directors inducted into the Board attends an orientation program conducted by the Company. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment/

re-appointment outlining his / her role, function, duties and responsibilities.

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

COMMITTEES OF THE BOARD

The Company has various Board level committees in accordance with the requirement of Companies Act, 2013. The Board has the following committees as under:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Management (Finance) Committee

- Corporate Social Responsibility Committee

- Internal Complaints Committee

- Risk Management Committee

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

MEETINGS OF THE BOARD HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. During the year under review, 7 (seven) meetings were convened and held on 10^th April, 2024, 25^th April, 2024, 13^th June, 2024, 11^th July, 2024, 29^th July, 2024, 12^th November, 2024 and 11^th February, 2025; the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was well within the period prescribed under the Companies Act, 2013 as well as Listing Regulations.

A detailed report on the Board, it's Committees, its composition, detailed charter including terms of reference, number of Board and Committee meetings held and attendance of the directors at each meeting is provided in the report on the Corporate Governance, which forms part of this report.

BOARD EVALUATION>

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the committees of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

SECRETARIAL STANDARD

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. In the preparation of annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 and of the profit of the Company for the year ended on that date;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the financial year ended 31^st March, 2025, have been prepared on a going concern basis;

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

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

NOMINATION AND REMUNERATION POLICY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) embodies a strategic approach to foster sustainable community development and serve as a catalyst for inclusive growth. Jai Balaji Industries Limited has strived to deliver on its responsibilities towards its communities, people and society at large. The key philosophy of the CSR initiative of the Company is to promote development through social and economic transformation. The objective is to improve the quality of life of communities through long-term value creation for all stakeholders.

At Jai Balaji, we believe that our responsibilities extend beyond our business operations to positively impact the communities where we operate. We aim to provide full fledged support in improving our social communities and creating a net positive society.

The Company undertakes its CSR Programmes in areas of health, nutrition, water, education, livelihoods, infrastructure, sports, disabilities, grassroots governance and empowering the voice of women within communities.

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

During the year under review, the Company has spent H10.01 crores on CSR activities. A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee are set out in Annexure 'B' of this Report in the format prescribed in the Companies(Corporate Social Responsibility) Rules, 2014.

The Company has pioneered various CSR initiatives in the past years even when the provisions were not applicable on it in view of losses. The Company continues to address societal challenges through societal development programmes and remains focused on improving the quality of life.

Further, the Chief Financial Officer of the Company has certified that the amount spent on CSR expenditure during the FY 2024-25 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transaction entered into by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arm's length basis. During the year, the company did not enter into any transaction, contract or arrangement with any related party that could be considered material. Accordingly, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable. There have been no materially significant Related Party Transactions entered into by the Company during the year under review. The details of related party transactions of the Company are mentioned in Note No.43 of the Notes to Financial Statements including transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the ordinary course of business and are at arm's length. All RPTs are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company's website at https://jaibalajigroup. com/wp-content/uploads/2022/05/Related_Party_Policy.pdf

RISK MANAGEMENT

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

The Company has formulated and implemented a Risk Management Policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control, mitigate and manage such risks.

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

The details of the said Committee are covered in the Corporate Governance Report forming part of this report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

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

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

The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of 'The Companies (Accounts) Rules 2014, your Company has appointed M/s Agrawal Tondon & Co., Chartered Accountants, as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that stakeholders'have placed in the Company. We consider disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time.

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

MAINTENANCE OF COST RECORDS

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

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR

M/s Das & Prasad, Chartered Accountants had been appointed as the Statutory Auditor of the Company at the 24^th Annual General Meeting (AGM) held on 21^st September, 2023 to hold the office from the conclusion of the AGM till the conclusion of 29^th AGM.

The reports given by the Auditors, M/s. Das & Prasad, Chartered Accountants with an unmodified opinion on the audited standalone and consolidated financial statements of the Company for the year ended 31^st March, 2025 forms a part of this Annual Report.

The Auditors in their report have stated two points in the para relating to "Emphasis of matter" in the Independent Auditors Report w.r.t. outstanding balances of trade receivables, trade payables and loans and advances & for the diminution in the value of investment in two joint venture companies, the clarification/details for the same are provided in Note no. 54 & 49 of the Financial Statement.

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

COST AUDITOR

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. M/s. Mondal & Associates, Cost Accountants, has been the Cost Auditor of the Company for the F.Y. 2024-25. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Mondal & Associates, Cost Accountants, for conducting the cost audit of the Company for Financial Year 2025-26 at their meeting held on 8^th August, 2025.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for the financial year 2025-26 is required to be ratified by the members of the Company. Accordingly, resolution seeking members' ratification for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.

Your Company has filed the Cost Audit Report for the financial year 2023-24 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company appointed M/s. MKB & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2025 forms part of the Board's Report as Annexure-'D'. The Secretarial Auditors' Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer except that, there was a delay in taking the shareholder's approval under Regulation 17(1A) of the SEBI Listing Regulations, for appointment of Mr. Rajendra Prasad Ritolia (DIN: 00119488), Independent Director aged more than 75 years and delay in intimation for resignation of Mr. Alok Pandey, Senior Management Personnel of the Company under Regulation 30 of the SEBI Listing Regulations.

The Management is of the view that the Company has duly complied with the Regulation 17 (1A) read with 17 (1C) of the SEBI Listing Regulations, as Shri Rajendra Prasad Ritolia was appointed as Non-Executive Independent Director of the Company by way of Special Resolution passed by the shareholders within a period of three months from the date of his appointment on the Board. Further, the Board took note of the auditor's remarks and ensured that the Company would continue to abide by the SEBI Listing Regulations and would take all steps to comply with its requirement in true-spirit.

M/s. MKB & Associates has also issued the Annual Secretarial Compliance Report, in terms of the regulatory requirements. The Annual Secretarial Compliance Report has been duly submitted to the Stock Exchanges for the financial year ended March 31, 2025.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations, the Company is required to appoint Secretarial Auditor for a term of five consecutive years, with the approval of the Members at its AGM. Accordingly, the Board of the Company, on the recommendation of the Audit Committee has approved the appointment of M/s. MKB & Associates, Company Secretaries (Firm Registration Number P2010WB042700) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, i.e. from financial year 2025-26 to financial year 2029-30 subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the secretarial audit report for the aforesaid period.

M/s. MKB & Associates, Company Secretaries (Firm Registration Number: P2010WB042700) have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

COPY OF ANNUAL RETURN

A copy of the Annual Return of the Company pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company under the weblink https://www. jaibalajigroup.com/annual-return.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31^st March, 2025 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Note No. 5 and 43 of Financial Statements and other relevant notes of the financial statement provided in the Annual Report.

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government and no balance of such amount is lying with the Company as on date.

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

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company's operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") regarding corporate governance. A report on the Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure 'E' forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

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

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

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

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

The role of ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During the year under review, the Company has organized an Awareness/ Orientation Programme for its female employees on 11^th March, 2025, to create awareness among them regarding their fundamental rights and give insight of the law relating to Prevention of Sexual Harassment of woman at work place.

The Company has duly complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint w.r.t. sexual harassment was received by the Committee during the year. The details of Complaints pertaining to Sexual Harassment are given in Corporate Governance Report.

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

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

Company to enable the investor community to take informed investment decisions with regard to the Company's securities.

LISTING

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

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

OTHER DISCLOSURES

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

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

- The Company has duly complied with provisions relating to the Maternity Benefit Act 1961 during the year under review.

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

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

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

ACKNOWLEDGEMENT

Your Company continues its persistent focus on strengthening competition in all its businesses. The Company always endeavour to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.

Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and cooperation extended by them to the Company.

Your Directors wishes to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business.