Jainam Ferro Alloys (I) Ltd

To,

The Members,

Jainam Ferro Alloys (I) Limited

Your Directors take pleasure in presenting their 11thAnnual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended as on 31st March, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), this report covers the Financial Results, Statutory Reports and other key initiatives /developments made during the financial year 2024-25.

1. FINANCIAL STATEMENT:

The Company's financial performance, for the year ended as on March 31, 2025 is summarized below:

The Board's Report is prepared based on the Standalone & Consolidated Financial Statements of the company.

Amount in Lakhs.

2. PERFORMANCE OF COMPANY:

Standalone Operations:

During the year the Company has generated revenue from operations of Rs. 22,139.48 (in lacs) as compared to previous year Rs. 18,968.71 (in lacs) and has earned profit after tax of Rs. 1,072.63 (in lacs) as compared to previous year Rs. 606.85 (in lacs).

Consolidated Operations:

During the year the Company has generated revenue from operations of Rs. 22193.32 (in lacs) as compared to previous year Rs. 18,989.67 (in lacs) and has earned profit after tax of Rs. 998.50 (in lacs) as compared to previous year Rs. 533.53 (in lacs).

The detailed comments on the operating and financial performance of the Company, during year under review have been given in the Management Discussions & Analysis.

3. DIVIDEND:

In order to preserve the profit and to utilize such amount in the business activities, your directors do not recommend any dividend during the year 2024-25.

4. TRANSFER TO RESERVE:

Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2024-25.

5. BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

Subsequent to the end of the financial year, the following changes took place in the composition of the Board:

Cessation due to Demise:

The Company intimated to the Stock Exchange(s) under Regulation 30 of SEBI LODR Regulations on 03rd July, 2025 regarding the sad demise of Mr. Gyan Das Manikpuri (DIN: 09082141), Non- Executive Director, on 02nd July, 2025. The Board places on record its deep appreciation of the valuable services rendered and guidance provided by him during his tenure.

Appointment of Additional Director:

The Board of Directors, at its meeting held on 13th August, 2025, appointed Mr. Sunil Kumar Pathak (DIN: 11199669) as an Additional Director (Non-Executive, Non-Independent) of the Company, in accordance with the provisions of Section 161(1) of the Companies Act, 2013 and applicable SEBI LODR Regulations. His appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting and such other approvals as may be required.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the

Act. As required by law, this position is also reflected in the Auditors' Report.

6. CHANGE IN SHARE CAPITAL:

i. Increase in the Authorized Capital of the Company during the financial year: There is no change during the Year.

ii. Increase in the Paid Up Share Capital of the Company during the financial year: During the year under review, the Company has allotted 11,50,000 (Eleven Lakhs Fifty Thousand) Equity Share Warrants, each carrying a right to subscribe to one equity share of face value of ?10/- (Rupees Ten only) at a price of ?221/- (Rupees Two Hundred and Twenty-One only) per equity share (including a premium of ?211/- per equity share), on a preferential basis to persons belonging to the "non-promoter" category.

The said issue of equity share warrants has been made in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, read with the applicable rules made thereunder and in compliance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The warrant holders are entitled to apply for and be allotted equivalent number of equity shares of the Company upon exercise of the right attached to the warrants within the prescribed period, subject to payment of balance consideration at the time of such conversion.

Subsequent to the reporting period, on 28th April 2025, the Company has allotted equity shares upon exercise of Equity Share Warrants by certain warrant holders. Consequent to this allotment, the paid-up share capital of the Company stands increased. The requisite filings with the Registrar of Companies and other statutory authorities are being made in compliance with applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

7. MAJOR EVENTS DURING THE F.Y. 2024-25

During the financial year 2024-25, one of the significant corporate events undertaken by the Company was the preferential issue of 11,50,000 (Eleven Lakhs Fifty Thousand) Equity Share Warrants.

8. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2024-2025 is available on the company's website

In compliance of various relaxations provided by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) in the year 2024-25, Annual Report including the Notice of 11th Annual General Meeting (AGM) is being sent in electronic mode to members whose e-mail address were available with its Registrar and Transfer Agent (RTA) or Depositories Participants (DP's).

As per the SEBI amended Regulation 36(1)(b) of the SEBI LODR Regulations 2015 to require listed entities to send a letter with the web-link to the annual report to shareholders who haven't registered their email addresses. This change, effective from December 12, 2024, eliminated the need to send physical abridged reports to these shareholders, streamlining the process and promoting digital access to the annual report, therefor the company will only send the web-link of annual report to the shareholders whose emailed is not registered with Company/RTA instead of physical copy of annual report and notice of AGM.

The members are again requested to register their e-mail address with Company or RTA for receiving e-copies of Annual Report, Notice to the AGM and other shareholder's communication.

9. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the company

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

11. AUDITORS & THEIR REPORT:

(a) Statutory Auditor:

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. S M A G AND ASSOCIATES LLP (formerly known as Sunil Johari & Associates), Chartered Accountants (Firm Registration No. 005960C), were appointed as the Statutory Auditors of the Company for their second term of five years, commencing from the 9th Annual General Meeting up to the conclusion of the 14th Annual General Meeting of the Company

The Standalone and Consolidated Auditors' Report together with the Notes on Financial Statements for the year ended March 31, 2025, are self-explanatory and do not contain any qualification, reservation, or adverse remark except the following:

The Statutory Auditors have observed that one of the immovable properties disclosed in the Standalone Financial Statements, being rights in respect of manganese ore mines at Village Jagantola, Tehsil Baihar, District Balaghat, Madhya Pradesh, is not held in the name of the Company.

In this regard, the Board of Directors clarifies as under:

- Pursuant to a sale deed dated June 21, 2016, the Company acquired the ferro alloy plant of M/s Raghuvir Ferro Alloys Private Limited along with the manganese ore mines allotted in their name. Although the said lease was valid and subsequently extended by the State Government up to 2058, the lease deed continued to remain in the name of M/s Raghuvir Ferro Alloys Private Limited, pending completion of formal transfer procedures with the concerned regulatory authorities.

- The Company engaged independent experts, prepared mining plans and DGPS survey reports, and complied with departmental assessments. However, by order dated December 26, 2024, the Directorate of Geology and Mining, Government of Madhya Pradesh, suspended the mining lease on account of non-fulfilment of certain stipulated covenants.

- The management is presently carrying out a cost–benefit analysis of the available options. Based on the outcome, the Company may consider reinstatement of the lease and submit the mining plan for approval, pursuant to which the mines shall be transferred in the Company's name.

The Board further assures the Members that, apart from the aforesaid matter, all other leasehold immovable properties are duly held in the name of the Company.

(b) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel), 2014 the Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates (M No.: 62496 & CP No. 23604) Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Auditors have submitted their report as provided under Annexure-IV to this Board's Report, confirming compliance by the Company of all the provisions of applicable laws.

The Secretarial Audit Report does not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

(c) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rues, 2014. The Board of Directors of the Company have appointed M/s. Arindam & Associates, Practicing Cost Auditor Firm (FRN 000559) as the Cost Auditors of the company for conducting Cost Audit for the Financial Year under review.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/S. ACK & Associates, Chartered Accountant (FRN. No. 0027450C), Chartered Accountant were reappointed as Internal Auditors for the Financial Year under review.

12. NUMBER OF BOARD MEETINGS:

The Board meets at regular intervals to review strategic, operational and financial performance of the Company, apart from other agenda items. In case of business exigencies or urgent matters, resolutions are passed by circulations, as permitted by law, which are confirmed in the next Board / Committee meeting. There were 6 (Six) Board Meetings held during the Financial Year 2024-25 viz.

The intervening period between any two consecutive Board meetings was within the maximum time gap prescribed under the Act, Listing Regulations and the Secretarial Standard.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

14. COMMITTEES OF THE BOARD:

The Company has constituted various Committees for smooth functioning of the Board. The composition of all the Committees is in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

There are currently four Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders' Relationship Committee III.Nomination and Remuneration Committee IV.Corporate Social Responsibility Committee

I. AUDIT COMMITTEE:

During the Financial Year 2024-25 under review 3 (Three) meetings of the Audit Committee were held, on 28/05/2024, 03/09/2024 and 28/10/2024.

The Composition of Audit Committee for Financial year 2024-25 as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the AuditCommittee.

Terms & Scope of Work of Committee:

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms ofappointment of auditors of our Company;

c) Reviewing and monitoring the auditor's independence and performance and the effectiveness ofaudit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f) Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

- Matters required to be included in the Director's Responsibility Statement to be includedin the Board's report in terms of clause (c) of sub-section 3 of section 134 of the CompaniesAct, 2013;

- Changes, if any, in accounting policies and practices and reasons for the same;

- accounting entries involving estimates based on the exercise of judgment by management;

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with listing and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Modified opinion(s) in the draft audit report.

g) Reviewing, the half yearly financial statements with the management before submission to the Board for approval;

h) Reviewing with the management the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ providedunder the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority;

x) reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.

y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

z) Review of (1) management discussion and analysis of financial condition and results of operations; (2) management letters / letters of internal control weaknesses issued by the statutory auditors; (3) internal audit reports relating to internal control weaknesses; (4) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (5) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

During the Financial Year 2024-25 under review 2 (Two) meetings of the Stakeholder's

Relationship Committee were held, dated 28/05/2024 and 28/10/2024.

The Composition of Stakeholder's Relationship Committee as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the AuditCommittee.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder's Relationship Committee include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

III. NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2024-25 under review 3 (Three) meetings of the Nomination and Remuneration Committee were held, dated 28/05/2024, 03/09/2024, and 28/10/2024.

The Composition of Nomination and Remuneration Committee as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Nomination and Remuneration Committee.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, keymanagerial personnel and other employees

c) while formulating the policy under (b) above, ensure that

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

d) such other functions / activities as may be assigned / delegated from time to time by the Board ofDirectors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

e) formulation of criteria for evaluation of performance of independent directors and the board of directors;

f) devising a policy on diversity of board of directors;

g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

h) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

i) Recommend to the board, all remuneration, in whatever form, payable to senior management.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provisions of Section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has constituted the Corporate Social Responsibility ("CSR) Committee comprises of the following:

During the Financial Year 2024-25 under review 2 (Two) meetings of the CSR Committee were held, dated 28/05/2024 and 28/10/2024.

The Composition of the CSR committee is as follows: -

Company Secretary and Compliance Officer of our Company would act as the Secretary to the CSR Committee.

Your Company is committed to build a sustainable business with strong social relevance and a commitment to inclusive growth and contribute to the society by supporting causes on various concerns including road safety, healthcare, environmental sustainability, promoting education, promoting sports and other rural development activities.

In pursuance of our vision that we desire to be a ‘Company which society wants to exist', we are dedicated towards fulfilling the social objectives through various CSR activities. The Company shall make its endeavor to positively impact and influence the Society for its sustainable development.

During the year 2024-25 the Company has spent Rs. 51,47,919/- (Rupees Fifty-One Lacs Forty- Seven Thousand Nine Hundred Nineteen Only). Details for the same attached as Annexure – III.

15. FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and IndependentDirectors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

16. DECLARATION BY INDEPENDENT DIRECTORS:

Declaration under Section 149(6) of the Companies Act, 2013 pertaining to criteria of independence has been given by the Independent Directors to the Board of Directors. All the Independent Directors have registered themselves on the online database of the Indian Institute of Corporate Affairs (IICA), notified under Section 150 of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess integrity and necessary expertise & experience.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have selected such accounting policies & 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 financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for 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;

iv. The Directors have prepared the Annual Accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi. 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.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company between the end of FY 2024-25 and the date of this report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the CompaniesAct, 2013.

20. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors' Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF COMPANIES ACT, 2013:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the financial statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in notes to Accounts forming part of the financial statement.

23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANE EARNINGS AND OUTGO:

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

A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy: The Company is putting continuous efforts to reduce the energy consumption and maximize the possible saving like replacing the conventional light with the LED light in the plant premises. Further, during the year under review the company has also installed and commenced 4MW captive Solar Power Plant

(ii) the steps taken by the company for utilizing alternate sources of energy: the company has installed and commenced Solar Power Plant.

(iii) the capital investment on energy conservation equipment's: Approx capex of ? 13 crores.

B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption: No such effort currently made by the Company.

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

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

- the details of technology imported; NA

- the year of import; NA

- whether the technology been fully absorbed; NA

- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA

- the expenditure incurred on Research and Development; NA

C) FOREIGN EXCHANGE EARNING AND OUTGO

The Details of foreign exchange earnings and outgo as required under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

(Rs. In Lakhs)

24. RISKS MANAGEMENT AND AREA OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company has one subsidiary companies (JW Diagnostic and Research Center Private Limited Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 as Annexure I in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

26. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

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

28. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

29. POLICY/VIGIL MECHANISM/CODE OF CONDUCT:

The Company has adopted the Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2024-25, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believesin "Zero Tolerance" against bribery, corruption and unethical dealings behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.All Management Staff were given appropriate training in this regard.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:

Workplace Harassment and Maternity Benefit Disclosures

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, and in compliance with Section 134 of the Companies Act, 2013, the Company provides the following disclosures regarding workplace harassment and maternity benefits:

i). Prevention of Sexual Harassment (POSH) at Workplace

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

ii). Compliance with the Maternity Benefit Act, 1961:

The Company confirms that it has complied with all provisions of the Maternity Benefit Act, 1961, including payment of maternity leave, medical benefits, and other entitlements to eligible employees during the year.

The Board affirms its commitment to creating a safe, respectful, and supportive workplace environment for all employees, and continuous efforts are made to strengthen policies and awareness programs in line with applicable laws and best practices.

31. CORPORATE GOVERNANCE:

As per the guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with Corporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company, hence Corporate Governance Report do not form part of this Report.

32. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 28/10/2024 for the

F. Y. 2024- 25. The object of Independent Meeting was to review the performance of Non- Independent Director and theBoard as a whole including the Chairperson of the Company. The Company assures to held the Separate Meeting of Independent Director of the Company as earliest possible.

33. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2024-25.

34. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

35. LISTING FEES:

The Equity Shares of the Company is listed on NSE Limited (SME Platform) and the Company has paid the applicable listing fees to the Stock Exchange till date.

36. CFO CERTIFICATION:

The Chief Executive Officer and/or Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 is not applicable on the company as the company is SME company and according to Regulation 15(2)(b) of SEBI (LODR) the Regulation 17 to Regulation 27 and clauses (b) to (i) and (t) of sub- regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to SME Companies.

37. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are the disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in Annexure II.

39. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report as attached in Annexure IV.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The company is not required to conduct the valuation by the bank and valuation done at the time of One-time settlement during the period under review.

42. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Company's progress. Your directors, also acknowledge the hard work, dedication and Commitment of the employees.