Directors Report of Jagan Lamps Ltd.

Mar 31, 2024

The Directors of your Company have pleasure in presenting the 32^nd Annual Report of the Company on the business and operations of the Company, along with standalone audited financial statements for the financial year ended March 31, 2024 and Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS FOR 31.03.2024

The Company''s financial performance for the year under review along with previous year''s figures are given hereunder-

(Rs. In Lacs)

	Year ended on
	31.03.2024	31.03.2023
Revenue from Operations	5,117.23	4,676.60
Other Income	68.11	89.78
Total Income	5,185.34	4,766.38
Total Expenses	4,792.59	4,410.74
Profit/Loss before Tax	392.75	355.64
Tax Expenses	99.07	89.19
Profit/Loss after Tax	293.68	266.46
|eps	4.02	3.69

The above figures are extracted from the audited standalone financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the "Listing Regulations").

2. STATE OF COMPANY''S AFFAIRS/PERFORMANCE AND MATERIAL CHANGES AND COMMITMENTS

The revenue from the operation of the Company for the financial year 2023-24 was Rs. 5,117.23/- lakh, increased by 9.42% over the previous financial year''s revenue of Rs. 4,676.60/- lakh. Whereas the Company has booked the profit after tax ("PAT")for financial year 2023-24 of Rs. 293.68/- lakh as compared to profit of Rs. 266.46/- lakh in the previous financialyear.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

3. TRANSFER TO RESERVE

An amount of Rs.293.68Lacs has been transferred to General Reserve for financial year ended on 31^st March, 2024.

4. DIVIDEND

During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company. The Company has transferred the entire amount of profit for accumulation and for value addition of the stakeholder''s wealth.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of business of Company during the financial year ended 31^st March, 2024.

6. DETAIL OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary, Joint Ventures and Associate Company.

7. SHARECAPITAL

There was no change in Share Capital of Company during the year. The Company has not issued any shares by way of public offer, right issue, bonus issue during the period ended in 31^st March, 2024 and the Company does not have any stock options scheme at present or in past. The Company has also not issued any shares with differential voting rights or sweat equity during the said period.

Hence, the Paid up share capital of the Company stands at Rs. 7,29,52,330/- (Rupees Seven Crore Twenty Nine Lacs Fifty Two Thousand Three Hundred Thirty Only) and authorized share capital of the Company stands at Rs. 9,00,00,000/- (Rupees Nine Crores Only) on the MCA record.

8. FIXED DEPOSIT / PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the preview of Section 73 of the Companies Act, 2013 ("the Act") during the year under review.

There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of a combination of executive and non-executive directors with woman directors. The 50% of the board members are the"non-executive Independent Directors".

a) Retirement by Rotation:

Pursuant to provisions of Section 152(6) of the Companies Act, 2013 (''Act") and in accordance with the Article of Association of the Company,Mr. Raghav Aggarwal, Non- Executive Director of the Company (DIN: 09131499)is liable to retire by rotation in the ensuing Annual General Meeting (AGM) of the Company and being eligible have offered himself for re-appointment.The Nomination and Remuneration Committee and Board of Directors of the Company, after considering that Mr. Raghav Aggarwal is not disqualified under Section 164 of the Companies Act, 2013 which restrict him from appointment, hence, recommended his re-appointment to shareholders for their approval. The detailed profile of Mr. Raghav Aggarwal (DIN: 09131499) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 32nd Annual General Meeting of the Company.

b) Appointment of Directors:

During the year under review, the re-appointments of Mr. Hemant Mangla and Mr. Saras Kumar as "NonExecutive Independent Directors" were approved by the Shareholders in the last Annual General Meeting of the Company dated 30th September, 2023 for a second term of five years, not liable to retire by rotation as allowed in the Companies Act, 2013. Their re-appointment was recommended by the Board of Directors of the Company following the recommendation of Nomination and Remuneration Committee as required.

c) Key Managerial Personnel

Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed there under are as on 31st March, 2024-

S. No.	Name	Designation
1.	Mr. Ashish Aggarwal	Chairman & Managing Director
2.	Mrs. Rekha Aggarwal	Chief Financial Officer
3.	Mr. Pratyus Kumar	Company Secretary & Compliance Officer

During the reporting period, there is following incidence of changes in the place of Company Secretary & Compliance officer of the Company:

Name	Effective Date of	Effective Date of
	Appointment (if any)	Cessation (if any)
Mr. Sandeep Yadav	N/A	April 23, 2023
Ms. Anuradha Malik	July 07, 2023	August 11, 2023
Mr. Pratyus Kumar	October 16, 2023	N/A

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess requisite qualifications, experience, expertise and hold high standards of integrity.

10. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company had already constituted Nomination and Remuneration Committee as required under Sub-Section (1) of Section 178 of the Companies Act, 2013 comprising of Mr. Hemant Mangla (Independent Director) chairman of the Committee, Mrs. Shweta Nathani (Independent Director) and Ms. Rekha Aggarwal (Non-Executive Director), Members of the Committee.

The Company has also formulated a Policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section

178 (3) of the Companies Act, 2013 and the same is available on the website of the Company at-http://www.jaganlamps.com/disclosures-and-grievances.aspx

11. BOARD EVALUATION

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors. The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013,that theymeets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circum

stances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Board.

Director	Inter-se Relationship Between Directors
	Directors	Relationship
Mr. Ashish Aggarwal	Ms. Rekha Aggarwal	Wife
	Mr. Raghav Aggarwal	Son

There is no other inter se relation between directors as per the provisions of Companies Act, 2013.

14. DIRECTOR RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies, the review performed by the management and the relevant Board Committees, the Board with the concurrence of the Audit Committee is of the opinion that the company Internal financial controls were adequate and effective as on 31^st March 2024.

Pursuant to section 134(5) of the Companies Act 2013, the Board of Directors to the best of their Knowledge and ability confirm:-

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That 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 at the end of financial year and of the profit and loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) That proper system to ensure compliance with the provisions of all applicable laws were in place and that such system were adequate and operating effectively; and

f) That proper internal financial control was laid down and that such internal financial controls are adequate and were operating effectively.

15. AUDITORS

a) Statutory Auditors and Auditor''s Report

At the twenty-seventh AGM held on September 30, 2019 the Members approved appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 32^nd AGM.

The Board of Directors of the Company as per the recommendation of the Audit Committee has approved the re-appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory

Auditors of the Company for a further term of five years as per section 139 of the Companies Act, 2013 at their meeting held on 12^th August, 2024 who shall hold office since the date of ensuing Annual General Meeting (i.e 32^nd AGM) and will remain continue till 37^th Annual General Meeting if such appointment is approved by the shareholders in the Annual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

b) Secretarial Auditors

The Board had appointed M/s Mehak Gupta& Associates(Membership No. FCS 10703, CP No. 15013), Practicing Company Secretaries,New Delhi, to conduct secretarial audit for the financial year 2023-24. During the year under review the company complies with all applicable Secretarial Standards.

The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed as Annexure-I.The Secretarial Report annexed to this report are self-explanatory.The Secretarial Auditor reported delay in filing Annual Secretarial Compliance Report for year ended 2023, it is clarified that the said compliance was applicable to the Company first time due to exceed the Net Worth limit of twenty-five crore rupees, hence, it is allowable to the Company to comply the Regulation 24A within six months as represented by the Company to BSE.

Secondly, it is mentioned that one of the Independent Director Mr. Hemant Mangla was re-appointed late by the Board after his expiry of tenure. It is clarified to the stakeholders that the said re-appointment was taken at the immediate next Board meetingwhich was due and the said appointment was approved by the Shareholders in the Annual General Meeting of the Company.

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

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s. Mehak Gupta & Associates, Company Secretaries (Membership No. FCS 10703, CP No. 15013) as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their consent for appointment.

A Secretarial Compliance Report for the financial year ended March 31, 2024 as required under Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stock exchanges within due time.

c) Internal Auditors

Mr. Surendra Parsad, employee of the Company is the Internal Auditor of the Company for the financial year 2023-24. During the period under review no fraud was reported by the Auditors. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

d) Cost Auditors

There is no statutory requirement to appoint the Cost Auditor as per Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules,2014.

16. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. A separate report on Corporate Governance for the financial year ended 31st March 2024 as required under Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of the annual report.

A certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance under Schedule V(E) of the SEBI Listing Regulations is also annexed to the report on Corporate Governance.

17. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92 (3) of the Act, the annual return for the financial year 2023-24 is available on website of the Company at http://www.iaganlamps.com/annual-returns.aspx

18. MEETING OF THE BOARD

Meetings of the Board are held on regular intervals to discuss and decide on various business policies, strategies, operational, financial and other matters. Due to business exigencies, the Board also approve some proposals through resolution passed by circulation from time to time. During the financial year 2023-24, ten (10) Board Meetings and one separate meeting of Independent Directors of the Company were held. Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms an integral part of this Annual Report.

19. BOARD COMMITTEES

In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted the following Committees in order to effectively carry out some of the diverse functions of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the constitution of these Committees, which are in accordance with regulatory requirements, are published on the website of the Company viz.

http://www.iaganlamps.com/disclosures/Composition%20of%20various%20committes%20of%20Board%20of%20Di rectors.pdf.

The details of the composition of the committees of the Board, meetings held during the financial year, etc. are set out in the Report on Corporate Governance, forming part of this Annual Report.

During the year under review, all recommendations of the Committees of the Board have been accepted by the Board of Directors.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a policy on related party transactions which is also available on Company''s website at http://www.iaganlamps.com/disclosures/Policv%20on%20Materialitv%20of%20and%20dealing%20with%20Related %20Party%20Transactions.pdf. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

All related party transactions are placed before the Audit Committee for review and approval.The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2021-22 in the prescribed format, AOC-2 is annexed as Annexure-II to the Board Report.

Disclosure of all the transactions entered by the Company with related parties is set out in Notes of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not granted any Loans, Guarantees, provided any securities or made Investmentsunder the provisions of Section 186 of the Companies Act, 2013 read with rules framed thereunder.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

23. POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI"). Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the company''s website at www.iaganlamps.com.

29. INSIDER TRADING -CODE OF CONDUCT

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Insider Trading Code. TheCode provides framework for dealing with the securities of Company in mandatedmanner.The above Insider Trading-code of conduct can be accessed on the company''s website at www.iaganlamps.comm.

30. FINANCIAL YEAR

The Company follows the Financial Year commence from 1 April and ends 31 March of subsequent year.

31. INSURANCE OF PROPERTIES AND ASSETS OF THE COMPANY

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, burglary etc.

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

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''soperations in future.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

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.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY

The Company has continued its efforts to organize incremental improvements in energy conservation across plant locations, plant equipment and technologies.

(i) Regular review of energy conservation, consumption and effective control and utilization of energy.

(ii) The Company has deployed an LED-based lighting system at the factory which is helping in curtailing lighting energy consumption.

(iii) Increasing awareness in the employees through counseling session for environmental safety to educate like-

• Monitors are turned off by employees before leaving for the day. Desktops and laptops hibernate when not in use for more than ten minutes.

• The staff ensures that lights are switched off when employees are not in the office

• Monitoring of switching off the air conditioners and other electrical equipment which are not requiredWithin the premises, diesel generator sets are used only in case of extreme necessity, and these are well maintained to increase efficiency, resulting in less wastage of fuel

(iv) Steps taken by the Company for utilising alternate source of energy:

Company is exploring alternate source of energy like roof top solar plants in factories to maximize the utilization of alternate source of energy. However, presently alternate source of energy is very low.

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-

• The Company has installed latest Technology Equipment using PLC Controls.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:-The Company is now using 47.28% of imported raw Material during the financial year 2023-24 as against 41.22% until last financial Year 2022-23.

(iii) in case of imported technology- Not Applicable

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development: NIL

Your company is manufacturing Halogen Lamps with well established technologies and hence does not require any Research and Development efforts.

(C) FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Lakhs)

Earnings from Exports 1866.56

Outgo Import of Raw Material & Capital Goods 1815.73

Foreign Travel / Mkt. Expenses 4.21

Exhibition 0.00

Commission 7.44

Others 0 . 4 5

NET EARNING 38.73

36. RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company and also taking steps as and when required to mitigate the risk such as various insurance like marine, fire etc.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and Employees pursuant to section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The mechanism provides adequate safeguards against victimization of Director(s) and Employee(s) and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. 6The Policy on Vigil Mechanism/ Whistle Blower Mechanism is available on the website of the Company viz. http://www.iaganlamps.com/disclosures/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policv.pdf.

During the financial year under review, no complaint pertaining to the Company was received under the Whistle Blower Mechanism.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and sexual harassment. Therefore, the Company has in place a policy on "Prevention of Sexual Harassment at Workplace", pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) read with the Rules thereunder. The Company is committed to providing a safe and conducive work environment for all its employees. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. During the financial year under review, no complaints were received from any of the employees regarding Sexual Harassment at workplace.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure III to the Boards'' Report.The statement pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014in respect of employees of your Company, will be provided upon request.

However, considering the first proviso to section 136(1) of the Act, the Report, excluding the aforesaid statement, is being sent to the Members of the Company. In terms of Section 136 of the Act, the said statement is open for inspection by the members.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual report annexed as Annexure-IV.

41. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within preview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

42. ANNUAL COMPLIANCE AFFIRMATION:

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the "Code of Conduct for Board of Directors and Senior Management Personnel".

43. GENERAL DISCLOSURES:

YourDirectors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

b. The Company does not have any subsidiarieshence, disclosure on remuneration orcommission received by the Managing Directoror the Whole-time Directors of the Companyfrom any of its subsidiaries is not applicable.

c. The Company does not have any scheme ofprovision of money for the purchase of its ownshares by employees or by trustees for thebenefit of employees;

d. Disclosure on non-exercising of voting rights inrespect of shares purchased directly byemployees under a scheme pursuant to Section67(3) of the Companies Act, 2013 is notapplicable.

e. As per Regulation 34(3) read with Schedule V of the Listing Regulations, there are no shares lying in the Suspense Account of the Company so details are not applicable.

f. The Company has not made any application andthere are no pending proceedings under theInsolvency and Bankruptcy Code, 2016.

g. there was no instance of one-timesettlement with Banks or Financial Institutionsduring the financial year 2023-24.

44. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

45. ACKNOWLEDGEMENT

Your Company has been able to perform efficiently because of the creativity, integrity and continuous improvement in functions and areas as well as the efficient utilization of the Company''s resources for profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the JAGAN family. Their dedicated efforts and enthusiasm has been integral to your Company''s growth.

For and on Behalf of the Board For Jagan Lamps Ltd.

Sd/- Sd/-

Ashish Aggarwal Rekha Aggarwal

Dated: 30.08.2024 Managing Director Director

Place :Kundli, Haryana DIN - 01837337 DIN- 07887630

---

Mar 31, 2023

Your Directors have pleasure in presenting the 31^st (THIRTY FIRST) Annual Report on the business and operations of the Company for the year ended March 31, 2023 and the Audited Financial Statement of the Company along with Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS FOR 31.03.2023 (Rs. In Lacs)

	Year ended on
	31.03.2023	31.03.2022
Revenue from Operations	4676.60	4469.87
Other Income	89.78	139.89
Total Income	4766.38	4609.76
Total Expenses	4410.74	4275.50
Profit/Loss before Tax	355.64	334.26
Tax Expenses	89.18	95.35
Profit/Loss after Tax	266.46	238.91
EPS	3.69	3.40

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the "Listing Regulations").

2. COMPANY''S PERFORMANCE AND MATERIAL CHANGES AND COMMITMENTS

The Revenue from operations grew by 4.62% during the year to ?4676.60 Lacs from ^4469.87 Lacs in previous year. The Profit before tax was grew by 6.40% during the year to ? 355.64 Lacs from ^334.26 Lacs in the previous year.

There were no material changes and commitments occurred between the end of financial year ended as on 31 March, 2023 and the date of this report which affects financial position of the Company.

3. TRANSFER TO RESERVE

An amount of Rs. 194.84 Lacs has been transferred to General Reserve for financial year ended on 31^st March 2023.

4. DIVIDEND

The Board of Directors does not recommend any dividend for the year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in nature of business of the company.

6. DETAIL OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint Ventures and Associate Company.

7. SHARE CAPITAL

The Paid up equity share capital as on 31^st March, 2023 was 729.52 Lacs. The Company in their Board meeting held on 14.11.2022 has allotted 1,38,783 equity shares of Rs. 10 each pursuant to conversion of 73,000 Compulsory Convertible Debentures (CCDs) on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

There was no public issue, right issue, bonus issue during the period under report. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity during the period under report.

8. FIXED DEPOSIT / PUBLIC DEPOSITS

During the year under review, the company has neither accepted nor renewed any deposits in Terms of Chapter V of the Companies Act, 2013 and Rules framed there under.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The board of directors of the Company comprises of a combination of executive and non-executive directors with woman directors and 50% of the board of directors comprises of non-executive directors.

RETIREMENT BY ROTATION:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One third of these Directors are required to retire every year. Ms. Rekha Aggarwal (DIN: 07887630) will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for re-appointment. A detailed profile of Ms. Rekha Aggarwal (DIN: 07887630) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 31^st Annual General Meeting of the Company. The Board recommends his re-appointment for members approval.

RE-APPOINTMENT OF DIRECTORS:

The Board of Directors of the Company at its meeting held on August 12, 2023, after taking into consideration recommendations of the Nomination & Remuneration Committee of the Company and subject to requisite approvals of the shareholders at the ensuing 31st Annual General Meeting, have reappointed: a) Mr. Hemant Mangla as Non- Executive Non-Independent Director of the Company for second term of 5 (five) years with effect from July 25, 2023; b) Mr. Saras Kumar as Non-Executive Non-Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) years with effect from August 14, 2023. In the opinion of the Board, Mr. Hemant Mangla and Mr. Saras Kumar possesses requisite skills & expertise required for the business and operations of the Company.

CHANGE IN THE BOARD & KEY MANAGERIAL PERSONNEL

Mr. Sandeep Yadav resigned from the position of Company Secretary & Compliance Officer of the Company with effect from closing of working hours of April 23, 2023. The Board at its meeting held on July 05, 2023, pursuant to the recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha

Malik as Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company w.e.f. July 06, 2023. There has been no other change in the Directors and Key Managerial Personnel of the Company during the financial year under review.

10. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company had already constituted Nomination and Remuneration Committee as required under SubSection (1) of Section 178 of the Companies Act, 2013 comprising of Mr. Hemant Mangla (Independent Director) chairman of the Committee, Ms. Rekha Aggarwal (Non-Executive Director), Mrs. Shweta Nathani (Independent Director), Members of the Committee.

The Company has also formulated a Policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013 and the same is annexed as Annexure-I with this report.

11. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2023 and as on the date of Annual Report have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Independent Directors shall undertake the online proficiency self-assessment test, as applicable, in accordance with the timeline as per Rule & Regulations as applicable.

13. RELATION BETWEEN DIRECTORS INTER -SE AS PER SECTION 2(77) OF THE COMPANIES ACT 2013

Director	Inter-se Relationship Between Directors
	Directors	Relationship
f	Ms. Rekha Aggarwal	Wife
Mr. Ashish Aggarwal	Mr. Raghav Aggarwal	Son

There is no other inter se relation between directors as per the provisions of Companies Act, 2013.

14. DIRECTOR RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies, the review performed by the management and the relevant Board Committees, the Board with the concurrence of the Audit Committee is of the opinion that the company Internal financial controls were adequate and effective as on 31^st March 2023.

Accordingly, pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to the best of their Knowledge and ability confirm:-

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That 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 at the end of financial year and of the profit and loss of the company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) That proper system to ensure compliance with the provisions of all applicable laws were in place and that such system were adequate and operating effectively; and

f) That proper internal financial control were laid down and that such internal financial controls are adequate and were operating effectively.

15. STATUTORY AUDITORS AND AUDITOR''S REPORT

At the twenty-seventh AGM held on September 30, 2019 the Members approved appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 32^nd AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Auditor''s in their report does not contain any qualification, reservation or adverse remark or disclaimer.

The Auditors have not reported any fraud committed against the Company by its officers or employees during the financial year 2022-23. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

16. SECRETARIAL AUDITORS

The Board had appointed M/s Mehak Gupta & Associates (Membership No. FCS 10703, CP No. 15013), Practicing Company Secretaries, New Delhi, to conduct secretarial audit for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31 March 2023 is enclosed as Annexure-II. The said Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Auditors have not reported any fraud committed against the Company by its officers or employees during the financial year 2022-23. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

17. INTERNAL AUDITORS

Mr. Surendra Parsad, employee of the Company is the Internal Auditor of the Company for the financial year 2022-23. During the period under review no fraud was reported by the Auditors. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

18. COST AUDITORS

There is no statutory requirement to appoint the Cost Auditor as per Section 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.

19. CORPORATE GOVERNANCE

As per Regulation 15(2) of the listing Regulations, the compliance with corporate governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of regulation 46 (2) and para C,D,E of Schedule V is not applicable to the Company during the year under review.

20. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.jaganlamps.com.

21. BOARD MEETINGS

During the financial year 2022-23, 08 (Eight) Board Meetings (06.05.2022, 30.05.2022, 12.08.2022, 30.08.2022, 12.10.2022, 14.11.2022, 07.01.2023 & 14.02.2023) were convened and held. The detail of the attendance of Board meeting mentioned below:

¦ Name of Director	Designation	Category	Attendance Particulars
			Board Meetings	Last AGM
Mr. Ashish Aggarwal	Managing Director	Promoter/Executive Director	08/08	Yes
Mrs. Rekha Aggarwal	Director	Promoter/Non Executive Director	08/08	Yes

	Mrs. Raghav Aggarwal	Director	Non Executive Director	01/08	No
	Ms. Shweta Nathani	Director	Independent Non Executive Director	08/08	Yes
	Mr. Hemant Mangla	Director	Independent Non Executive Director	08/08	Yes
	Mr. Saras Kumar	Director	Independent Non Executive Director	08/08	Yes

None of the directors of the Board serve as Member of more than 10 committees nor do they chair more than 5 Committees as per the requirements of the Listing Agreement.

22. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee as required under companies act 2013, which comprises of Mr. Saras Kumar, as the Chairman, Mrs. Shweta Nathani and Ms. Rekha Aggarwal as Members of the Committee. All the recommendations made by the Audit committee were accepted by the Board.

During the financial year 2022-23 Five Audit Committee Meetings (21.05.2022, 06.08.2022, 05.11.2022, 03.01.2023 & 06.02.2023) were convened and held.

23. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The Board has constituted an Nomination & Remuneration Committee as required under companies act 2013, which comprises of Mr. Hemant Mangla, as the Chairman, Mrs. Shweta Nathani and Mrs. Rekha Aggarwal as the Members. All the recommendations made by the committee were accepted by the Board.

During the financial year 2022-23 One Nomination & Remuneration Committee Meetings (30.08.2022) was convened and held.

24. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder relationship Committee has formed pursuant to the listing regulations for specifically looks in to redressal of shareholders and investors'' complaints such as transfer of shares, non receipt of share certificates, non-receipt of Balance sheet, non receipt of declared dividends if any and to ensure expeditious transfer process etc. The committee comprises of Mr. Saras Kumar, as the Chairman, Mrs. Shweta Nathani and Mr. Ashish Aggarwal, as Members of the committee.

During the Financial Year 2022-23, 3 (Three) Stakeholders Relationship Committee meetings (09.05.2022, 30.05.2022 & 15.02.2023) was convened and held.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2022-23 in the prescribed format, AOC-2 is annexed as Annexure-III to the Board Report. The policy on Related Party Transactions has been uploaded on the website i.e. www.jaganlamps.com.

Disclosure of all the transactions entered by the Company with related parties is set out in Notes of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, Company neither gave any Loans, Guarantees nor made Investments which are covered under the Provisions of Section 186 of the Companies Act, 2013.

27. DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year 2022-23, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

28. POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI"). Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the company''s website at www.jaganlamps.com.

29. INSIDER TRADING -CODE OF CONDUCT

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner. The above Insider Trading-code of conduct can be accessed on the company''s website at www.jaganlamps.com.

30. FINANCIAL YEAR

The Company follows the Financial Year commence from 1 April and ends 31 March of subsequent year.

31. INSURANCE OF PROPERTIES AND ASSETS OF THE COMPANY

The properties and assets of the company are adequately insured during the period under review.

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

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There were no material changes and commitments affecting Financial Position between the end of the financial year and the date of report.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY

The Company has continued its efforts to organize incremental improvements in energy conservation across plant locations, plant equipment and technologies.

(i) Regular review of energy conservation, consumption and effective control and utilization of energy.

(ii) The Company is under discussion to Install Solar power Plant.

(iii) The capital investment on energy conservation equipments:- Under Negotiations

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-

The Company has installed latest Technology Equipment using PLC Controls.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:- The Company is now using 41.22% of Imported raw Material during the financial year 2022-23 as against 48.47% until last financial Year 2021-22.

(iii) in case of imported technology- Not Applicable

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development: NIL

Your company is manufacturing Halogen Lamps with well established technologies and hence does not require any Research and Development efforts.

(C) FOREIGN EXCHANGE EARNING AND OUTGO (Rs. in Lakhs)

Earnings from Exports 2252.36

Outgo Import of Raw Material & Capital Goods 1591.94

Foreign Travel / Mkt. Expenses 1.55

Exhibition 9.88

Commission 22.94

Others 0.33

NET EARNING 625.72

36. RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can be accessed through website of the Company viz. www.jaganlamps.com.

During the financial year under review, no complaint pertaining to the Company was received under the Whistle Blower Mechanism.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the Rules thereunder, your Company has formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. During the financial year under review, no complaints were received from any of the employees regarding Sexual Harassment at workplace.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Board Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office and / or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

40. DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE,2014

(I) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:

Except the remuneration paid to Mr. Ashish Aggarwal, Managing Director of the Company, none of other directors drawing remuneration from the Company.

The ratio of the remuneration of Mr. Ashish Aggarwal, Managing Director to the median remuneration of the employees is 20.96%.

(ii) The percentage increase in remuneration of each Director, Chief Financial officer and Company Secretary during the Financial Year 2022-23 are as under:

S.No	Name of Director/KMP and Designation	% Increase in remuneration in FY 202223
1	Mr. Ashish Aggarwal (M anaging Director	0.00 %
2.	M s. Rekha Aggarwal (CFO)	0.00 %
4.	Mr. S andeep Y adav (Company Secretary	2.62 %

(iii) The percentage increase in the mediation remuneration of employees of the Company for the financial year 2022-23:

The median remuneration of the employees in the financial year 2022-23 was increased by 8.33% as compared to last financial year.

(iv) The number of permanent employees on the rolls of the Company as on 31.03.2023:

There were 139 permanent employees on the rolls of the company as on 31.03.2023.

(v) The average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year i.e. 2022-23 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees excluding the managerial personnel for financial year2022-23 is 30.74%.

Average percentile increase in the remuneration of managerial personnel in the last financial year 2022-23 is 0.00%.

(vi) Particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than 60 lakh rupees per financial year or five lakh rupees per month:

None of the employees posted and working outside India, not being directors or their relatives, drawing more than 60 lakh rupees per financial year or five lakh rupees per month.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015("Listing Regulations") The Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual report attached as Annexure- IV.

42. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within preview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

43. ANNUAL COMPLIANCE AFFIRMATION:

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct for Board of Directors and senior management personnel.

44. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable.

c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable.

e. As per Regulation 34(3) read with Schedule V of the Listing Regulations, there are no shares lying in the Suspense Account of the Company so details are not applicable.

f. The Company has not made any application and there are no pending proceedings under the Insolvency and Bankruptcy Code, 2016.

g. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2022-23.

45. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include

changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

46. ACKNOWLEDGEMENT

The Directors thank the Company''s employees, customers, vendors and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their cooperation.

The Directors appreciate and value the contribution made by every member of the JAGAN family. Their dedicated efforts and enthusiasm has been integral to your Company''s growth.

For and on Behalf of the Board For Jagan Lamps Ltd.

Sd/- Sd/-

Dated: 01.09.2023 Ashish Aggarwal Rekha Aggarwal

Place : Kundli (Haryana) Managing Director Director

DIN-01837337 DIN-07887630

---

Mar 31, 2015

Not available

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Mar 31, 2011

Dear Share Holders,

The Directors have pleasure in presenting the Ninteenth Annual Report on the business and operations of the Company for the year ended March 31, 2011 and the Audited Statement of Accounts of the Company along with Auditors Report thereon.

FINANCIAL HIGHLIGHTS Year Ended 31/03/2011

Sales & Other Income 170167492

Total Expenditure 156254055

Profit before Interest & Depreciation 13913437

Interest 0

Depreciation 5907770

Net Profit 8005667

Provision for Taxes 2350000

Income Tax Adjustments 92889

Surplus carried to Balance Sheet 5562778

EPS(Rs) 0.81

PERFORMANCE HIGHLIGHT

Despite Challenges, your company provided quality products and due to this , your company had achieved its targets. Further the profit of your company are better as compared to the correspondent Year.

This achievement has been made possible by the high effort of the staff and the management of the company

BUSINESS

Your Company is mainly in the business of manufacturing of Automotive Bulbs & Lights. The Automobile industry has booked fantastic growth beyond their initial expectations,which is good signal for your company. The Company holds 100% Export oriented status.

MODERNIZATION OF PLANT

Your company has recently installed an Automatic Line to produce halogen bulbs, which is in continuation to its efforts for becoming market leader in its line. All investments has been made from internal Accruals. Your company has invested for R & D facility for facilitating in New Development for new products as demanded in European & American Market at low cost for high Quality products.

OPPORTUNITIES

Hie Marketing Team of your company is regularly in the process of expanding its exports in the new markets as we are doing in the past as well.

THREATS

- Regular Increase in Energy prices, Fuel Prices, Running Cost may adversely affect the profitability of the company.

- Increase in the cost of work force may impact the profitability of the company.

- Slow down of the economic situation ail over the world may effect the sales and profitability of the company.

Your management is highly optimistic about the future.

LOCALIZING OF RAW MATERIALS

The management is towards urgently progress in localizing of Imported raw materials in order to reduce its cost.

RISK AND CONCERN

Though the management keep complete watch on the expenses and wastage at production level even the operating margins are under huge pressure due to increase in energy prices, raw material cost & other input costs are creating pressure on operating margins. It, may not be possible for the company to recover the entire increase in raw material and input costs from the customers.

SEGMENTWISE PERFORMANCE

As per the relative segment reporting requirements, the company operates in Single Segment of Automotive Bulbs & Lights.

LISTING OF SHARES

The Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd., Mumbai, having Company Code 530711 and Delhi Stock Exchange Association Ltd., having Company Code 7355. The Listing Fees up to the Financial Year 2011 -12 has been paid.

INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)

The annual custodial fees for the Financial Year 2011-12 have been paid to National Securities Depository Limited (NSDL) and Central Depository Services Ltd., (CDSL). The ISIN Number of the company is INE144C01014.

REGISTRAR AND SHARE TRANSFER AGENT

The Members are requested to correspond with Companies. Registrar and Share Transfer Agent "Mas Services Ltd., T-34, 2nd Floor Okhla Industrial Area Phase -II, New Delhi - 110020" for change of address, Physical transfer of shares, De-mat requests and other investors related matters are placed before the Transfer Committee on fortnight basis. Dematerialization of shares are processed within 15 days. Other miscellaneous matters are processed by the Registrar within 30 days.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company has a proper and adequate system of internal controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and all the transactions are authorized, recorded and reported correctly. It ensures that all financial and other records are reliable for preparing financial statements and other data for maintaining accountability of assets.

CONSERVATION OF ENERGY

The company continues its policy of priority to energy conservation measures including regular review of energy conservation, consumption and effective control and utilization of energy.

QUALITY

Your company is quality driven organization. All personal are critical during high growth. The theme of the management of your company is quality oriented & committed to Quality.

DEVELOPMENT IN HUMAN RESOURCES

Sound Human resources development policies of the company ensures that each employee as an individual and contributes to the performance of the company, regular in house training programs for all employees help in this objective.

Employees are the most valuable asset of the company. Your Company strongly recommends that employees are the key pillar in our success it is our belief that employees have to be given the right environment for their talents to bloom and they need to be nurtured as one of our most important assets. Our constant endeavor has therefore been to provide them with an enabling atmosphere where they are motivated to deliver their best. Initiatives have been taken to become a performance driven organization by retaining and developing leadership potential. The company is committed to continuously improve safety and health of employees.

CAUTIONARY NOTE

Certain statements in the management discussions and analysis section may be forward looking and are stated as required by applicable laws and regulations, may affect the actual results, which would be different from directors report and sales in terms of future performance and outlook.

FIXED DEPOSIT / PUBLIC DEPOSITS

The company has not accepted any Fixed Deposits u/s 58A of the Companies Act during the year under Review.

FOCUS POINT

The management of your company is committed for availability of funds, localization of imported raw materials, impact of of commodity price & quality. Growth, profitability & Customer satisfaction is the main theme of your company.

ACTION PLAN

The management always work by concrete action plan for continuous Growth & profitability. The Company has deployed new policies such as :-

a) The staff of your company is all more efficient operations & more productive people.

b) consolidated buying for favorable rates, c) Yield improvement, d) Productivity, suggestion scheme, quality & people management.

AUDITORS

M/s Bhasin Raghavan & Co. Chartered Accountants, New Delhi, Auditors of the Company retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The observation of the Auditors contained in the Auditors Report, read with Notes on Accounts are self explanatory and do not call for any further clarifications.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the shareholders, State & Central Government authorities, vendors, bankers, customers and other business associates for their support and co-operation extended to the company,

Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels.Their dedicated efforts and enthusiasm has been inteqral to vour Company's impressive qrowth.

For and on Behalf of the Board of Directors For Jagan Lamps Ltd., Sd/- (S.P.Aggrawal) Managing Director

Dated : 30.07.2011 Place : Kundli

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report on the Business and Operations of the Company for the year ended March 31, 2010 and the Audited Statement of Accounts of the Company along with Auditors Report thereon.

FINANCIAL HIGHLIGHTS Year Ended 31/03/2010

Sales & Other Income 113415094

Total Expenditure 108035651

Profit before Interest & Depreciation 12088534

Interest 0

Depreciation 5087380

Net Profit 7001154

Provsion for Taxes 2085000

Income tax Adjustments 2522565

Surplus carried to Balance Sheet 2393589

EPS (Rs.) 0.35

PERFORMANCE HIGHLIGHT

As you are aware that the world is facing economic crises and the business is facing severe recession but the sales of your company has increased by about 6.25% as compared to the sales of previous year. The profitablity of your company has also incressed as compared to the correspondent year. This achievement has been made possible by the entiring efforts of the staff and the management of your Company.

BUSINESS

Your Company is mainly in the Business of Manufacturing Automotive Bulbs and Lights. The Company holds 100% Export oriented status. During the year, your company has imported a new Automatic manufacturing line of machine to produce best quality of Halogen bulbs. This will increase the sales as well as the profitability of your company.

OPPORTUNITIES

The Marketing Team of your company is in the process of expanding its exports in the-new markets where your company is not representing at the moment.

THREATS

- Regular Increse in Energy prices, Fuel Prices, Running Cost may adversely affect the profitability of the Company.

- Increase in the cost of work force may have impact the profitability of the company.

- Slow down of the econmic situation all over the world may effect the sales and profitabilty of your company

RISK AND CONCERN

Though the management keeps complete watch on the expenses and wastage at production level even then operating margins are under huge presssure due to increase in energy prices, raw material cost & other input costs, which are creating pressure on operating margins. It may not be possible for the company to recover the entire increase in raw materials and input costs from the customers.

SEGMENTWISE PERFORMANCE

As per the relative segment reporting requirments, the company operates in Single Segment of Automotive Bulbs and Lights.

LISTING OF SHARES

The Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd., Mumbai, having Company Code 530711 and Delhi Stock Exchange Association Ltd., having Company Code 7355. The Listing Fees for the Financial Year 2010-11 has been paid.

INTERNATIONAL SECURITIES IDENTIFICATION NUMBER {ISIN)

The annual custodial fees for the Financial Year 2010-11 have been paid to National Securities Depository Limited (NSDL) and Central Depository Services Ltd.(CDSL). The ISIN Number of the company is INE144C01014.

REGISTRAR AND SHARE TRANSFER AGENT

The Members are requested to correspond with companys Registrar and Share Transfer Agent"Mas Services Ltd., T-34, 2nd Floor Okhla Industrial Area Phase-ll, New Delhi-110020" for Change of address, Physical transfer of shares, Demat requests and other investor related matters. lt is advised to send the request directly to the registrar & share transfer agent for speedly disposal.

Shares lodged for transfer at the Registrars address are normally processed and approved by the Share Transfer Commitee on fortnight basis. Dematerjalization of shares are processed within 15 days. Other miscellaneous matters are processed by the Registrar within 30 days.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a proper adequate system of Internal Controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions , are authorized, recorded and reported correctly. It ensures that all financial and other records are reliable for preparing financial statements and other data for maintaining accountability of assets.

CONSERVATION OF ENERGY:

The Company Continues its policy of priority to energy conservation measures including regular review of energy conservation, consumption and effective control on utilisation of energy. As a responsible citizen, the staff members, Managers & Managment of your company commits to Promote Greenery, save water, save energy , minimise wastage & encourage recyclling.

QUALITY POLICY AND CERTIFICATION :

The company is committed to provide consistent good quality products to its worldwide customers and to achieve the world class quality in the products manufactured. Every employee is involved in ensuring quality of products at all times. Management on its part is fully committed to further improve quality and provides all the sources to accomplish this task. The Company is Certified for ISO 9001:2000 .

DEVELOPMENT IN HUMAN RESOURCE:

Sound Human resources development policies of the company ensures that each employee as an individual and contributes to the performance of the company, regular in house training programs for all employees help in this objective.

Employees are the most valuable asset of the company. Your Company strongly recommends that employees are the key pillar in our success it is our belief that employees have to be given the right environment for their talents to bloom and they need to be nurtured as one of our most important assets. Our constant endeavor has therefore being to provide them with an enabling atmosphere where they are motivated to deliver their best. Initiatives have been taken to become a performance driven organization by retaining and developing leadership potential. The company is committed to continuously improve safety and health of employees.

CAUTIONARY NOTE

Certain statements in the management discussions and analysis section may be forward looking and are stated as required by applicable laws and regulations, may affect the actual results, which would be different from directors report and sales in terms of future performance and outlook.

FIXED DEPOSIT/PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposits U/s 58A of the Companies Act during the year under Review.

AUDITORS

M/s Bhasin Raghavan & Co., Chartered Accountants, New Delhi, Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The observations of the Auditors contained in the Auditors Report, read with Notes on Accounts are self explanatory and do not call for any further clarifications.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the shareholders, State & Central Goverment authorities, vendors, bankers, customers and other business associates for their support and co-operation extended to the company.

Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels.

Their dedicated efforts and enthusiasm has been integral to your Companys impressive growth.

For and on Behalf of the Board of Directors For Jagan Lamps Ltd. sd/- Dated : 31/07/2010 (S.P. Aggarwal)

Place : Kundli Managing Director