Directors Report of Jaykay Enterprises Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 79^th (Seventy Ninth) Annual Report on the business and operations of Jaykay
Enterprises Limited ("the Company" or "JKE") along with the Audited Standalone and Consolidated Financial Statements and
the Auditors'' Report thereon for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Rs. in Lakhs unless otherwise stated)

	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	591	192	8064	5266
Other Income	2078	1818	1830	1397
Total Income	2669	2010	9894	6663
Earnings before Interest, Tax, Depreciation and Amortisation Expenses (EBITDA)	1800	1383	1784	1739
Less: Finance Cost	46	9	608	442
Less: Depreciation/ Impairment and Amortization	245	80	467	271
Profit before Tax	1509	1294	709	1026
Tax Expenses	242	1	(8)	66
Profit after Tax	1267	1293	717	960
Other Comprehensive Income / (Loss)	(172)	274	(168)	275
Total Comprehensive Income / (Loss)	1095	1567	549	1235
Earnings per Equity Share of Re. 1/- each
Basic (Rs.)	1.40	2.27	0.79	1.51
Diluted (Rs.)	1.40	2.27	0.79	1.51

2. PERFORMANCE HIGHLIGHTS

During the financial year 2024-25, your Company delivered improved operational performance both on a standalone and
consolidated basis, as detailed below:

Standalone Performance:

• Revenue from operations increased significantly to Rs. 591 lakh as against Rs. 192 lakh in the previous financial year.

• The Company registered EBITDA of Rs. 1,800 lakh during the financial year 2024-25 as compared to Rs. 1,383 lakh in the
previous financial year.

• Net Profit for the financial year 2024-25 was Rs. 1,267 lakh as against Rs. 1,293 lakh in the previous financial year.
Consolidated Performance:

• Revenue from operations increased to Rs. 8,064 lakh as against Rs. 5,266 lakh in the previous financial year.

• The Company registered EBITDA of Rs. 1,784 lakh during the financial year 2024-25 as compared to Rs. 1,739 lakh in the
previous financial year.

• Net Profit for the financial year 2024-25 was Rs. 717 lakh as against Rs. 960 lakh in the previous financial year.

3. DIVIDEND

Your Directors have not recommended any dividend on the Equity Shares of the Company for the period under review.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

5. CERTIFICATIONS

Your Company''s Silverygrey Division engaged in defence, aerospace & digital manufacturing has been certified for Quality
Management System as per ISO 9001:2015.

Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited), step down subsidiary of the Company,
operates state-of-the-art manufacturing facilities at its two units located at IDA Bollaram and IDA Cherlapally, Telangana, both of
which are also certified for Quality Management System as per ISO 9001:2015.

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

The Company has from time to time, during the year under review and current year, informed its stakeholders about the key
developments that took place by disseminating necessary information to the stock exchange and through various other means of
communication, inter-alia, including as under:

a. Jaykay Enterprises Limited:

i. Rights Issue of Equity Shares

During the previous year, the Company, pursuant to the approval of the Board of Directors, at its meeting held on
July 09, 2023, approved a Rights Issue of 5,84,57,688 fully paid-up equity shares of face value of Re. 1/- each, at a
price of Rs. 25/- per share (including a premium of Rs. 24/- per share), in the ratio of 1:1 to the existing shareholders
of the Company, for an amount not exceeding Rs. 14,614.42 lakhs. The Rights Issue received overwhelming success.

Subsequently, at its meeting held on September 11, 2024, the Rights Issue Committee of the Board of Directors of the
Company considered and approved the allotment in accordance with the terms of the Letter of Offer and the ''Basis of
Allotment'' finalized in consultation with the Registrar to the Issue, the Lead Manager to the Issue, and as approved
by BSE Limited (Designated Stock Exchange).

The proceeds from the Rights Issue are being utilised/proposed to be utilized towards the objects stated in the Letter
of Offer, in compliance with applicable regulatory requirements.

During the current year, the Board of Directors, at its meeting held on August 29, 2025, reviewed the feasibility of
pursuing the originally stated objects of utilization of the Rights Issue proceeds. Based on such reassessment, and
upon the recommendation of the Audit Committee, the Board has proposed to modify the end-use of the Rights
Issue proceeds, aligning them with the actual progress of capital expenditure plans while exploring other means
of funding for the original investment in projects mentioned in Rights Issue objects clause as and when required.
Accordingly, the resolution along with the proposed revised utilization of the Rights Issue proceeds is being placed
before the shareholders for approval at the ensuing 79th Annual General Meeting of JKE.

ii. Acquisition of Fully Paid-up Equity Shares of JK Technosoft Limited

During the year under review, the Company approved and completed the acquisition of 97.48% of the fully paid-up
equity share capital of JK Technosoft Limited ("JKTL") for a total purchase consideration of Rs. 88,89,61,902/-. The
acquisition was carried out by acquiring 54,53,754 fully paid-up equity shares of face value of Rs. 10/- each of JKTL,
at an acquisition price of Rs. 163/- per share, by way of share swap.

Accordingly, the Company allotted 54,53,754 equity shares of face value of Re. 1/- each, at an issue price of Rs. 163/-
per share, to the shareholders of JKTL on a preferential basis, for consideration other than cash, towards discharge of
the total purchase consideration.

Consequent to the acquisition, JKTL became a material subsidiary of the Company with effect from March 27, 2025,
thereby enabling the Company to consolidate the accounts of JKTL with its accounts resulting in a strong financial
position and consequently greater value for the shareholders.

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

During the current year, the Company approved and completed the acquisition of 1,24,07,276 partly paid-up equity
shares of face value of Rs. 10/- (Paid up Rs. 2.50/-) each of JK Technosoft Limited ("JKTL"), for a total purchase
consideration of Rs. 112,43,46,912/-. The acquisition was effected through a share swap, at an acquisition price of Rs.
163/- per share.

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

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

iv. Acquisition of additional stake in JK Defence & Aerospace Limited, a wholly owned subsidiary

During the year under review, the Company acquired additional stake in JK Defence & Aerospace Limited ("JK
Defence"), wholly owned subsidiary ("WoS") of the Company, as under:-

• On September 27, 2024, the Company subscribed to 1,00,00,000 equity shares of face value of Rs. 10/- each and
40,00,000 0.1% Optionally Convertible Redeemable Preference Shares ("OCRPS") of face value of Rs. 100/- each at
par, aggregating to Rs. 50,00,00,000/-, pursuant to a Rights Issue.

• On March 24, 2025, the Company was allotted 79,62,271 0.1% OCRPS of face value of Rs. 100/- each, aggregating
to Rs. 79,62,27,100/-, pursuant to the conversion of the outstanding loan (along with accrued interest) of Rs.
79,62,27,135/- previously extended by the Company to JK Defence. The conversion was undertaken with the
objective of restructuring the financial obligations of JK Defence, thereby facilitating its financial stability and
operational revival.

• On March 26, 2025, the Company subscribed to 4,00,000 0.1% OCRPS of face value of Rs. 100/- each at par,
aggregating to Rs. 4,00,00,000/-, pursuant to a Rights Issue.

During the current year:

• On May 19, 2025, the Company subscribed to 13,00,000 0.1% OCRPS of face value of Rs. 100/- each at par,
aggregating to Rs. 13,00,00,000/-, pursuant to a Rights Issue.

v. Acquisition of additional stake in JK Digital & Advance Systems Private Limited, a wholly owned subsidiary

During the year under review, on October 14, 2024, the Company acquired additional stake in JK Digital & Advance
Systems Private Limited, WoS of the Company, by subscribing to 1,00,00,000 equity shares of the face value of Rs.
10/- each at par and 5,00,000 0.1% OCRPS of face value Rs. 100/- each at par aggregating to Rs. 15,00,00,000/-,
pursuant to a Rights Issue.

During the current year, on May 13, 2025, the Company subscribed to 15,00,000 0.1% OCRPS of face value of Rs. 100/-
each at par, aggregating to Rs. 15,00,00,000/-, pursuant to a Rights Issue.

vi. Application for Listing on National Stock Exchange of India Limited

During the current year, pursuant to the approval of the Board of Directors at its meeting held on February 11, 2025,
the Company has made an application for the direct listing of its Equity Shares on the Main Board of the National
Stock Exchange of India Limited ("NSE"). The application is currently under consideration, and the Company is in
the process of obtaining the requisite approval from NSE.

vii. JKE Employee Stock Option Scheme 2025

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

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

b. JK Defence & Aerospace Limited

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

During the year under review, the Company through its WoS i.e. JK Defence, on June 02, 2024, acquired 1,94,03,363
partly paid-up equity shares of Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)
("Allen"), a step-down subsidiary of the Company, pursuant to a Rights Issue.

During the current year, upon completion of the payment of the call monies on the said shares, the shareholding of
JK Defence in Allen increased from 76.41% to 92.92%.

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

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

iii. Grant of Possession Certificate for Land Allotment to JK Defence & Aerospace Limited

During the previous year, JK Defence & Aerospace Limited, WoS of the Company, had received approval from the
Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government
of Karnataka for its investment proposal to establish a unit for the manufacture of "Precision Turned Components
and all types of Engineering Goods for the Defence, Aerospace and other Allied Industries including assembling in
all kinds of products of Defence and Aerospace Equipments", which, inter alia, included allotment of 5 acres of land
from Karnataka Industrial Areas Development Board ("KIADB") at Devanahalli General Industrial Area (ITIR),
Bangalore Rural District, along with necessary permission for water and power connections and associated NOC(s)
from state industry authority. The unit will be eligible for incentives and concession as per applicable policy of the
State.

During the year under review, JK Defence has been granted the possession certificate and has taken possession of the
aforesaid 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District.

c. Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

i. Receipt of Letter of Intenl/Communication from BrahMos Aerospace Private Limited and Bharat Dynamics
Limited by Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

During the current year, Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)
("Allen"), a step-down subsidiary of the Company, has received the following Letter of Intent ("LOI") /
Communication from:

- BrahMos Aerospace Private Limited - valued at approx. Rs. 94.45 Crores (including GST); and

- Bharat Dynamics Limited - valued at approx. Rs. 15.90 Crores (including GST).

The above LOI/Communication, upon conversion into definitive orders, are expected to strengthen Allen''s project
pipeline and contribute to the future revenues of Allen.

d. JK Digital & Advance Systems Private Limited:

i. Signing of Memorandum of Understanding by JK Digital & Advance Systems Private Limited with Neuro¬
Engineering Lab, All India Institute of Medical Sciences, New Delhi

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

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

ii. Signing of Memorandum of Understanding by JK Digital & Advance Systems Private Limited with Council of
Scientific & Industrial Research, through its constituent laboratory, Central Scientific Instruments Organisation,
Chandigarh

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

e. Neumesh Labs Private Limited

During the current year, a case of misappropriation of funds was detected in Neumesh Labs Private Limited ("Neumesh
Labs"), a material subsidiary of the Company and a 70:30 Joint Venture between the Company and Additive 3D Pte
Limited.

During recovery efforts for outstanding receivables of Neumesh Labs, it was discovered that a former Director of
Neumesh Labs and erstwhile Country Manager of EOS GmbH India Branch Office, had allegedly committed acts
involving misappropriation of funds, document falsification and criminal breach of trust. A criminal complaint has been
filed against the said individual, and recovery efforts are underway.

The Company and Neumesh Labs are closely monitoring the matter and are extending full cooperation to the investigating
authorities. Any material developments in this regard will be communicated as appropriate.

7. SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

Authorised Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2025,
the authorised share capital of the Company stood at Rs. 1,40,00,00,000/- divided into 1,25,00,00,000 Equity Shares of Re. 1/-
each; 2,00,000 - 11% Cumulative Redeemable Preference Shares of Rs. 100/- each; 6,00,000 - 14% Cumulative Redeemable
Preference Shares of Rs. 100/- each; 2,00,000 - 15% Cumulative Redeemable Preference Shares of Rs. 100/- each and 5,00,000
Unclassified Shares of Rs. 100/- each.

Issued, subscribed and Paid-up Capital

During the year under review, your Company allotted:

a. 5,84,57,688 equity shares of face value of Re. 1/- each, pursuant to the Letter of Offer dated August 17, 2024, issued to
the eligible shareholders under the Rights Issue.

b. 54,53,754 equity shares of face value of Re. 1/- each, at an issue price of Rs. 163/- per equity share, for consideration
other than cash, by way of share-swap, to the shareholders of JK Technosoft Limited, towards discharge of the total
purchase consideration of Rs. 88,89,61,902/- payable by the Company to the shareholders of JK Technosoft Limited, in
respect of acquisition of 54,53,754 fully paid-up equity shares of Rs. 10/- each held by them.

Further, during the current year, your Company allotted:

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

Consequent to the aforesaid allotments, the issued, subscribed and paid-up share capital of the Company increased from
Rs. 5,84,57,688/- divided into 5,84,57,688 equity shares of face value of Re. 1/- each to Rs. 13,02,87,066/- divided into
13,02,87,066 equity shares of face value of Re. 1/- each.

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

8. EMPLOYEES STOCK OPTION SCHEME

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

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

As on the date of this Report, no options have been granted under ESOP Scheme. Further, during the current year, no
changes have been made to the ESOP Scheme as approved by the shareholders.

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

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

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and
Protection Fund.

10. CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there has been no change in the nature of Company''s business.

11. SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

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

12. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2025, your Company had 10 subsidiaries (including 6 step down subsidiaries), 1 associate, and 1 joint
venture as under:

• Wholly Owned Subsidiaries:

- JK Defence & Aerospace Limited

- JK Digital & Advance Systems Private Limited

• Subsidiaries:

- JK Technosoft Limited

- Neumesh Labs Private Limited

• Step-down Subsidiaries:

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

- JKT Bangladesh Private Limited

- JK Tech US Inc (formerly Proserve Consulting Inc)

- JK Tech UK Limited

- JKT Europe B.V.

- JKT Netherlands B.V.

• Associate Company:

- Nebula3D Services Private Limited

• Joint Venture in the form of LLP:

- JK Phillips LLP

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

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Company has formulated a Policy for determining Material Subsidiaries, which is available on the Company''s website
at the following link: https://www.jaykayenterprises.com/policies/

Based on the audited consolidated financial statements of the Company for FY 2024-25, the following entities shall be
considered as material subsidiaries of the Company for FY 2025-26:

• JK Defence & Aerospace Limited

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

• Neumesh Labs Private Limited

• JK Technosoft Limited

• JK Tech US Inc (formerly Proserve Consulting Inc)

• JK Tech UK Limited

A brief description about Company''s Subsidiaries / Associate Company / Joint Venture during the financial year ended
March 31, 2025 is given below:

(i) JK Defence & Aerospace Limited

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

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

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

(ii) JK Digital & Advance Systems Private Limited

JK Digital & Advance Systems Private Limited ("JK Digital") was incorporated on July 27, 2023, with the objective of
leveraging additive manufacturing capabilities to offer digital manufacturing services for advanced systems, research
and development and other allied services.

The incorporation of JK Digital marks a strategic step to create a direct presence in the 3D printing and advanced systems
business domain under the "JK" brand. The experience, strength and collaborations entered into by Neumesh Labs
Private Limited will enable it to capitalize on its expertise. Further, it proposes to establish a Centre of Excellence,
enabling clients to undertake research and development of their products with the support of advanced facilities.

(iii) JK Technosoft Limited

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

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

JKTL is a Gen AI-focused data services organization delivering digital transformation solutions through a range
of services with a specialized focus on the Insurance & Financial Services and Retail & CPG sectors. At the core

of JKTL''s offerings is JIVA, an enterprise-grade Gen AI orchestrator that seamlessly unifies data, AI agents, and
industry context to deliver autonomous workflows. Its Agentic AI capabilities transform fragmented enterprise
systems into connected, context-aware processes that accelerate decision-making, reduce errors, and scale without
additional headcount. Complementing this, JKTL''s MDM Studio establishes a single source of truth by cleansing,
governing, and unifying data, ensuring AI-ready, trustworthy information pipelines. Together, these innovations
enable enterprises to move beyond siloed operations into a state of intelligent automation and enterprise autonomy.

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

(iv) Neumesh Labs Private Limited

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

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

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

With over three decades of experience, Allen has been catering to the Defence requirements of the nation and is
actively involved in indigenization, development, and production of advanced defence application products.
Prominent among its offerings are: Konkur Launcher Tubes, Pinaka Rocket Launch Tubes & Submarine Mine Laying
Equipment, underwater mines, Air frames for Brahmos etc.

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

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

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

Product range of Allen, across the spectrum of diversified applications for:		-
• Missiles & Rockets	• Underwater Weapons	• Radomes & Antennas
• Marine & Sub-marine	• Guns & Accessories	• Aerospace
• Railways	• Roadways Automotive	• Containers

(Vi) Nebula3D Services Private Limited

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

Nebula has extensive industry experience of nearly 19 years in offering digitization services, with specialization in
laser scanning, laser tracker applications, plant design, product tear-down benchmarking, and 3D CAD services. It
has successfully catered to leading OEMs in India and overseas, leveraging advanced engineering tools and skilled
resources.

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

(vii) JK Phillips LLP

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

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

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

13. FINANCIAL DETAILS OF SUBSIDIARIES / JOINT VENTURE / ASSOCIATES

A separate statement containing the salient features of the financial statements of the Company''s Subsidiaries /
Associate Company / Joint Venture, in the prescribed Form AOC-1, annexed as Annexure - V, forms part of this

Annual Report. Accordingly, the same is not reproduced here for the sake of brevity. The statement also provides the
details of the performance and financial position of each of the Subsidiaries / Associate Company / Joint Venture.
In accordance with Section 136 of the Companies Act, 2013 ("Act"), the Copies of audited financial statements of Company''s
Subsidiaries / Associate Company / Joint Venture are available on the Company''s website viz.

www.jaykayenterprises.com/investors/stock-exchange-compliances/audited-financial-statements-of-subsidiaries/ and
shall also be kept open for inspection at the registered office of the Company or through electronic mode. Further, the
same will also be available electronically for inspection by the members during the AGM.

14. CONSOLIDATED FINANCIAL STATEMENTS

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

15. INDIAN ACCOUNTING STANDARDS, 2015

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on March 31, 2025, and up to the date of this report, the Board of your Company was comprised of 6 (six) directors,
out of whom 1 (one) was Promoter and Executive Director (Chairman and Managing Director), 1 (one) was an Executive
Director (Joint Managing Director), 1 (one) was Non-Executive Non-Independent Director and 3 (three) were Non¬
Executive Independent Directors (including one woman director).

Further, during the year under review and up to the date of this report, following changes occurred in Directors and Key
Managerial Personnel of the Company:

DIRECTORS

• During the previous year, the Board of Directors, based on the recommendation of NRC, re-appointed Mr. Abhishek
Singhania (DIN: 00087844), as the Chairman and Managing Director of the Company for a further period of 3 (three)
consecutive years commencing from July 1, 2024 to June 30, 2027, without remuneration and not liable to retire by
rotation, subject to the approval of the shareholders of the Company. The said re-appointment was subsequently
approved by the shareholders through Postal Ballot on March 16, 2024.

• During the year under review, the Board of Directors, based on the recommendation of NRC, appointed Mr. Satish
Chandra Gupta (DIN: 01595040), as an Additional Director (in the category of Non-Executive Non-Independent
Director) w.e.f. April 15, 2024. However, due to unavoidable personal reasons, he resigned from the office of Director
w.e.f. May 10, 2024. The Board places on record its appreciation for the valuable contribution made by him during
his brief tenure on the Board.

• During the year under review, the Board of Directors, based on recommendation of NRC, re-designated Mr. Partho
Pratim Kar (DIN: 00508567), as the Joint Managing Director of the Company, under the category of Key Managerial
Personnel of the Company, to hold office for a period of 3 (three) consecutive years commencing from April 15, 2024
to April 14, 2027, without remuneration and liable to retire by rotation, subject to the approval of the shareholders
of the Company. The said re-designation was subsequently approved by the shareholders through Postal Ballot on
June 23, 2024.

• During the year under review, the Board of Directors, based on recommendation of NRC, re-appointed Mrs. Renu
Nanda (DIN: 08493324) as Non-Executive Independent Director of the Company for second consecutive term of 5
(five) years commencing from August 14, 2024 to August 13, 2029, subject to the approval of the shareholders of the
Company. The said re-appointment was subsequently approved by the shareholders through Postal Ballot on June
23, 2024.

Rationale for re-appointment of Mrs. Renu Nanda: The NRC after considering the positive outcome of the
performance evaluation of Mrs. Renu Nanda during her first term as an Independent Director, her skills, acumen,
knowledge, experience, time commitment to the Company, and the valuable contribution made by her, recommended
her re-appointment to the Board for a second term as a Non-Executive Independent Director of the Company.

• In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr.
Maneesh Mansingka (DIN: 00031476), Non-Executive Non-Independent Director of the Company is liable to retire by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director. His re-appointment
shall not constitute a break in his existing term as Non-Executive Non-Independent Director of the Company.

The brief resume of Mr. Maneesh Mansingka seeking re-appointment along with other details as stipulated under

Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by The Institute of Company
Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

Your Directors recommend his re-appointment at the ensuing AGM.

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed
or continuing as Directors of any company by virtue of any order passed by SEBI or any other statutory authority.

KEY MANAGERIAL PERSONNEL

• During the year under review, consequent to the re-designation of Mr. Partho Pratim Kar from Non-Executive Non¬
Independent Director to Joint Managing Director, he was also designated as a Key Managerial Personnel of the
Company w.e.f. April 15, 2024, by the Board of Directors based on the recommendation of NRC.

• During the year under review, Mr. Yogesh Sharma (M. No. A29286) resigned from the services of the Company w.e.f.
close of business hours of December 16, 2024. The Board of Directors on the recommendation of NRC appointed Ms.
Shikha Rastogi (M. No. A18226) as the Company Secretary & Compliance Officer of the Company w.e.f. February 11,
2025.

Pursuant to the provisions of Section 203 of the Act, the following officials are the Key Managerial Personnel of the
Company as on the date of this Report:

• Mr. Abhishek Singhania - Chairman and Managing Director

• Mr. Partho Pratim Kar - Joint Managing Director

• Mr. Sanjay Jain - Chief Financial Officer

• Ms. Shikha Rastogi - Company Secretary & Compliance Officer

Apart from the above, there is no other change in the Directors and Key Managerial Personnel during the year under
review and thereafter.

17. DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made thereunder, during the year under review, none of the directors of
the Company has received any commission from the Company or any of its subsidiaries, thus the said provision is not
applicable to your Company.

18. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

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

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as specified in the Act and the
SEBI Listing Regulations, are independent of the management and possess the requisite qualifications, integrity, expertise, and
experience, as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended). Disclosure
regarding the skills / expertise / competence / proficiency possessed by the Directors is provided in the Corporate Governance
Report, forming part of this Annual Report.

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

19. BOARD EVALUATION

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

Overview of evaluation framework and criteria

S. No.	Category	Criteria
1.	Board of Directors	Board structure, composition, diversity, experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, open for new ideas and practices, and overall effectiveness of Board as a whole.

2.	Board Committees	Optimum composition, effectiveness of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and due consideration of Committees'' decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3.	Individual Directors	Requisite qualification, skills and experience, understanding of the Company''s business, its market and its goals along with roles and responsibilities, ability to express disagreement & divergent views and independent judgement, open to new ideas and views from other members, confidentiality and adherence to legal obligations and Company''s code of conduct.
4.	Chairman and Managing Director	Leadership development, Board management, developing and delivering the Company''s strategy and business plans, encouragement to effective and open communication and active engagement.
5.	Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria: - Independence criteria and conflict of interest; - Providing external expertise and independent judgement that contributes to Board''s deliberations, strategy and performance.

Evaluation Process

• Structured questionnaire covering aforementioned aspects was shared with the Directors;

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

• The independent directors met separately on May 29, 2025 without the presence of non-independent directors and
discussed, inter-alia, following:¬
- The performance of non-independent directors and Board as a whole;

- The performance of the Chairman of the Company; and

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

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

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2024-25. Following is the summary of
outcome of evaluation:

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

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

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

20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

21. NOMINATION AND REMUNERATION POLICY

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

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

22. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended March 31, 2025;

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

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

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

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

23. MEETINGS OF THE BOARD AND ITS COMMITTEES
Board Meetings

The Board of Directors met 5 (five) times during the financial year 2024-25. The intervening gap between two Board
Meetings was within the maximum period prescribed under the Act. The details of Board Meetings and the attendance of
the Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Board Committees

The Company has following 5 (five) Board-level Committees, which have been established in compliance with the
requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Committee of Directors

e. Rights Issue Committee

The composition, terms of reference along with the details of meetings held during the financial year 2024-25 and attendance
of Committee members at the said meetings, have been provided in the Corporate Governance Report forming part of the
Annual Report.

All the recommendations made by Board Committees, including the Audit Committee, during the financial year 2024-25
were accepted by the Board.

24. GENERAL MEETING / POSTAL BALLOT

During the financial year ended March 31, 2025, apart from AGM of the Company held on September 27, 2024, the
Company had sought approval of the shareholders through the following Extraordinary General Meeting / Postal Ballot:

a. Postal Ballot notice dated April 05, 2024, for seeking approval of the shareholders for (i) Material Related Party
Transaction(s) to be entered into with JK Phillips LLP for the Financial Year 2024-25. The aforesaid matter was duly
approved by the shareholders of the Company on May 10, 2024 and the result of postal ballot was declared on May
13, 2024.

b. Postal Ballot notice dated May 10, 2024, for seeking approval of the shareholders for (i) Re-designation of Mr. Partho
Pratim Kar (DIN: 00508567) as the Joint Managing Director of the Company; and (ii) Re-appointment of Mrs. Renu
Nanda (DIN: 08493324) as an Independent Director of the Company. The aforesaid matters were duly approved by
the shareholders of the Company on June 23, 2024 and the result of postal ballot was declared on June 24, 2024.

c. Extraordinary General Meeting was held on March 10, 2025, for seeking approval of the shareholders for (i) issuance
of up to 54,53,754 Equity Shares of Jaykay Enterprises Limited ("JKE"), to the shareholders of JK Technosoft Limited
("JKTL"), through SWAP of fully paid-up Equity Shares of JKTL, which was duly approved by the shareholders of
the Company.

During the current year, the Company had sought approval of the shareholders through the following Postal Ballot:

d. Postal Ballot notice dated April 15, 2025, for seeking approval of the shareholders for (i) Issuance of up to 79,19,683
Equity Shares of Jaykay Enterprises Limited ("JKE"), to the shareholders of JK Technosoft Limited ("JKTL"), through
SWAP of partly paid-up Equity Shares of jKTl; (ii) Approval of ''JKE Employee Stock Option Scheme 2025''; and

(iii) To approve the grant of employee stock options to the eligible employees of the Group Company(ies) including
Subsidiary Company(ies) of the Company and Associate Company(ies) under ''JKE Employee Stock Option Scheme
2025''. The aforesaid matters were duly approved by the shareholders of the Company on May 15, 2025 and the result
of postal ballot was declared on May 19, 2025.

25. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public / members pursuant
to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore,
no amount of principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the
financial year 2024-25.

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

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

A. Conservation of Energy

a) Steps taken towards energy conservation / utilizing alternate source of energy: The Company is taking all
possible measures and gives priority to conserve energy.

Your Company has taken following significant energy conservation measures:

• Replacement of conventional fixtures with energy-efficient LED lighting.

• Regular preventive maintenance and proactive functionality checks of equipment, accessories, and fitments
to ensure optimal performance.

• Utilization of alternate sources of energy, wherever feasible and to the extent possible.

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation initiatives undertaken from time to time have led to
significant energy savings and consequent cost reduction.

B. Technology Absorption:

a) Efforts made towards technology absorption: The Company tends to use latest technology and equipments in
its business.

b) Benefits derived like product improvement, cost reduction, product development, import substitution etc: Not
Applicable

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

d) The expenditure incurred on Research & Development: NIL

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

27. AUDITORS AND AUDIT REPORTS
Statutory Auditors and Audit Report:

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

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

The Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for the
year ended March 31, 2025. The management response to the observations / comments contained in the Auditors'' Report
and Annexure thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

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

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

During the financial year 2024-25, the Statutory Auditors have not reported any incident related to fraud to the Audit
Committee or the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Varuna Mittal & Associates, Company
Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report
issued by them is annexed as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. During the financial year 2024-25, the Secretarial Auditors have not reported any matter
under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019,
a report on secretarial compliance issued by M/s. Varuna Mittal & Associates, Practicing Company Secretaries for the
year ended March 31, 2025 has been submitted to stock exchanges within the prescribed timeline. The same is available on
the website of the Company at https://www.jaykayenterprises.com/investors/stock-exchange-compliances/secretarial-
compliance-report/

The Board of Directors, upon the recommendation of the Audit Committee, at their meeting held on May 29, 2025 has
appointed M/s. Varuna Mittal & Associates, Company Secretaries, as Secretarial Auditors, for conducting Secretarial Audit
of the Company for a first term of 5 (five) consecutive years commencing from financial year 2025-26. The appointment as
approved by the Board, shall be placed for approval by members at the ensuing AGM in terms of Regulation 24A of SEBI
Listing Regulations.

The Company''s unlisted material subsidiaries, namely Neumesh Labs, Allen, and JKTL, have also undergone Secretarial
Audit in compliance with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Reports of Neumesh Labs,
Allen, and JKTL are annexed herewith as Annexure - II, Annexure - III, and Annexure - IV, respectively to this report.

The Secretarial Audit Reports of Neumesh Labs, Allen, and JKTL do not contain any qualification, reservation or adverse remark

28. MAINTENANCE OF COST RECORDS

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

29. RISK MANAGEMENT

Your Company has in place a Risk Management Policy which acts as an effective tool in identifying, evaluating, and
mitigating various business risks and prioritizing relevant action plans in order to mitigate such risks. In the opinion of
the Board of Directors, during the period under review, there are no elements of risk identified which may threaten the
existence of your Company.

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

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls commensurate with the size and nature of its business.
These controls are supported by well-defined policies and procedures to ensure the orderly and efficient conduct of
its business and operations including adherence to the Company''s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information.

The internal financial controls are supplemented by an extensive programme of internal audits, periodic management
reviews, and documented policies, guidelines and procedures. These are designed to ensure that financial and other records
are reliable for the preparation of financial information and other reports and for maintaining regular accountability of
the Company''s assets. The internal financial controls operate effectively and no material weakness exists. The Company
has a process in place to continuously monitor the same and identify potential gaps, if any, and implement new and / or
improved controls whenever the effect of such gaps have a material effect on the Company''s operations.

31. WEBLINK OF ANNUAL RETURN

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financial year ended
on March 31, 2025 is available on the Company''s website and can be viewed at: https://www.jaykayenterprises.com/
investors/annual-returns/.

32. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company with related parties during the year under review
were in the ordinary course of business and on an arm''s length basis. As per the provisions of Section 177 of the Act and
Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval
of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such
transactions.

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

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party
disclosures. As per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company
has formulated a policy on Related Party Transactions which is available on the Company''s website at the following
link: https://www.jaykayenterprises.com/policies/. The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and the Related Parties.

The details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the
notes to the standalone and consolidated financial statements forming part of this Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, approval of the members for all material related party transactions
will be taken at the ensuing AGM.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

In compliance with the provisions of the Act and SEBI Listing Regulations, the Company extends financial assistance to its group
managed entities, in the form of investment, loan, guarantee etc., from time to time in order to meet their business requirements.

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

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

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

• in the nature of Company''s business;

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

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

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

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

• During the financial year 2024-25, the Company allotted 54,53,754 equity shares of face value of Re. 1/- each, at
an issue price of Rs. 163/- per Equity Share, for consideration other than cash. The allotment was made towards
discharge of the total purchase consideration of Rs. 88,89,61,902/- payable by the Company to the shareholders of JK
Technosoft Limited, in respect of acquisition of 54,53,754 fully paid-up equity shares of Rs. 10/- each held by them,
through a preferential allotment on a share-swap basis.

• During the financial year 2025-26, the Company further allotted 79,17,936 equity shares of face value of Re. 1/- each
at an issue price of Rs. 142/- per equity share, for consideration other than cash. The allotment was made towards
discharge of the total purchase consideration of Rs. 112,43,46,912/- payable by the Company to the shareholders of
JK Technosoft Limited, in respect of acquisition of 1,24,07,276 partly paid-up equity shares of Rs. 10/- each (paid-up
Rs. 2.50/-) held by them, through a preferential allotment on a share-swap basis.

Since the aforesaid preferential allotments were made for consideration other than cash, there has been no inflow or
utilization of funds, and accordingly, the reporting requirements relating to variation/deviation in utilization of funds are
not applicable.

37. SECRETARIAL STANDARDS

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

38. LISTING ON STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited. The requisite annual listing fees for the financial
year 2025-26 have been paid to the Exchange. The address of BSE Limited and other information for shareholders are given
in the Corporate Governance Report forming part of Annual Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2024-25, as required pursuant to Regulation 34 read
with Schedule V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual
Report.

40. REPORT ON CORPORATE GOVERNANCE

Your Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and
accountability. The Board members support the broad principles of Corporate Governance and lays emphasis on its role
to align and direct the actions of the Company in achieving its objectives.

The report on Corporate Governance for the year under review, as stipulated under Regulation 34 read with Schedule V of
SEBI Listing Regulations is presented in a separate section and forms an integral part of the Annual Report. The certificate
from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached
thereto and forms part of the Annual Report.

41. CORPORATE SOCIAL RESPONSIBILITY

The Company''s profits, net worth and turnover are below the criteria as mentioned in Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the Corporate Social Responsibility provisions
were not applicable to the Company during the financial year 2024-25.

42. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

During the year under review, no personnel was denied access to the Chairperson of the Audit Committee. Further, no
complaint under whistle blower policy has been received during the year under review.

The said policy/ mechanism is available on the Company''s website at the following link:

https://www.jaykayenterprises.com/policies/

43. PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place an Insider Trading Policy
to Regulate, Monitor and Report trading by Designated Persons ("Code"). The said Code lays down guidelines which
provide the procedure to be followed and disclosures whilst dealing with the shares of the Company. The Company has
also put in place the institutional mechanism for prevention of insider trading. The Company has set up a mechanism for
monitoring the dealings in equity shares of the Company by the Designated Persons and their immediate relatives.

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

To foster a positive workplace environment free from harassment of any nature, your Company as a group has in place a
Policy on prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder. The
Policy aims at prevention of harassment of women employees and guarantees non-retaliation to complainants. Your
Company has complied with the provisions relating to constitution of Internal Committee under the POSH Act for dealing
with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial
year ended on March 31, 2025 are as under:

Particulars	Number
Number of complaints pertaining to sexual harassment filed during the financial year	Nil
Number of complaints pertaining to sexual harassment disposed off during the financial year	Nil
Number of complaints pertaining to sexual harassment pending as at the end of financial year	Nil

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

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

46. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been admitted against the Company under the Insolvency and Bankruptcy
Code, 2016.

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

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

48. SAFETY & HEALTH

The Company places utmost importance on the safety, health, and well-being of its employees and all stakeholders visiting
its facilities. Appropriate systems and measures have been adopted at the manufacturing units and office premises to
ensure a safe and secure working environment. The Company considers a safe, healthy, and conducive workplace to be an
essential right of every employee and acknowledges its responsibility to consistently uphold and promote this standard.

49. GREEN INITIATIVES

Electronic copies of the Annual Report 2024-25 and the notice of the 79^th AGM are being sent to all members whose email
addresses are registered with the Company / Depository Participant(s). The Members holding shares in physical form
who have not registered their email addresses with the Company and who wish to receive the Annual Report for the year
2024-25 can now register their e-mail addresses with the Company. For this purpose, they can send scanned copy of signed
request letter mentioning folio number, complete address and the email address to be registered along with self-attested
copy of the PAN Card and any document supporting the registered address of the Member, by email to the Company at
[e-mail].

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the
shareholders, financial institutions, banks, stock exchange, customers, vendors and other business associates during the year.
Your Directors would also like to express their gratitude to the Government of India and various government agencies for their
support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the dedication and hard work put in by all employees of Jaykay
Enterprises Limited Group, whose commitment has been instrumental in the Company''s progress and look forward to their
continued support in sustaining the growth of the Company in the years ahead.

For and on behalf of the Board of Directors

Sd/-

Abhishek Singhania
Chairman & Managing Director

Date: August 29, 2025

Place: New Delhi ^DIN^:°°°⁸⁷⁸⁴⁴

---

Mar 31, 2024

Your Directors are pleased to present the 78^th (Seventy Eighth) Annual Report on the business and operations of Jaykay Enterprises Limited (“the Company” or “JKE”) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Financial Year Ended		Financial Year Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from operations	192.34	29.70	5266.19	4695.53
Other income	1818.00	1262.74	1397.48	1170.29
Total income	2010.34	1292.44	6663.67	5865.82
Earnings before Interest, Tax, Depreciation and amortisation expenses (EBITDA)	1,382.53	806.97	1738.56	1369.53
Less: Finance cost	8.97	-	442.02	105.66
Less: Depreciation/ Impairment and amortization	80.33	25.64	270.88	158.43
Profit before Tax	1293.23	781.33	1025.66	1105.54
Tax expenses	0.59	2.59	65.79	278.82
Profit / (loss) after tax	1292.64	778.74	959.67	826.72
Other comprehensive income / (loss)	274.27	1299.94	275.27	1299.94
Total comprehensive income / (loss)	1566.91	2078.68	1235.14	2126.66
Earnings per equity share of Rs. 1/- each
Basic (Rs.)	2.27	1.58	1.51	1.43
Diluted (Rs.)	2.27	1.44	1.51	1.31

2. PERFORMANCE HIGHLIGHTS

The standalone revenue from operations of your Company stands increased to Rs. 192.34 lakh during the financial year (FY) 2023-24 as against Rs. 29.70 lakh during the previous financial year. EBITDA was Rs. 1,382.53 lakh for FY 2023-24 as compared to Rs. 806.97 lakh during the previous financial year. The Net Profit for the year under review was Rs. 1292.64 lakh for FY 2023-24 as against Rs. 778.74 lakh during the previous financial year.

The consolidated revenue from operations of your Company stands increased to Rs. 5266.19 lakh during FY 2023-24 as compared to Rs. 4695.53 lakh during the previous financial year. The consolidated EBITDA was Rs. 1,738.56 lakh for FY 2023-24 as compared to Rs. 1,369.53 lakh during the previous financial year. On consolidated basis, your Company earned a Net Profit of Rs. 959.67 lakh for FY 2023-24 as against Rs. 826.72 lakh during the previous financial year.

3. DIVIDEND

Your Directors have not recommended any dividend for the period under review.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to reserves.

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

In compliance with the provisions of the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations”) the Company extends financial assistance to its group managed entities, in the form of investment, loan, guarantee etc., from time to time in order to meet their business requirements.

Details of loans, guarantees, securities provided, or investments made as covered under the provisions of Section 186 of the Act, during the year under review, forms part of the Notes to the financial statements provided in this Annual Report.

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

• Incorporation of two Wholly-Owned Subsidiary Companies (WoS)

The Company had incorporated two WoS i.e. JK Defence & Aerospace Limited on July 03, 2023 with the object to undertake the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries and JK Digital & Advance Systems Private Limited on July 27, 2023 with the object of carrying on the business of 3D printing and advanced systems, research and development services and other allied activities.

• Acquisition of Equity Stake in Allen Reinforced Plastics Private Limited

During the year, the Company through its WoS i.e. JK Defence & Aerospace Limited had acquired 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen). Subsequently, Allen had become a subsidiary of JK Defence & Aerospace Limited and a step-down subsidiary of the Company with effect from July 09, 2023.

Post FY 2023-24, the Company through its WoS had further acquired additional 1,94,03,363 partly paid-up equity shares in Allen on June 02, 2024, offered via Rights Issue. On Completion of full payment, JK Defence, shareholding in Allen will increase to 92.92%.

• Rights Issue of Equity Shares

During the year, the Company after taking Board of Directors approval on July 09, 2023, announced the Rights Issue of 5,84,57,688 fully paid-up equity shares in the ratio of (1:1) at a price of Rs. 25/- per Equity Share (including a premium of Rs. 24/- per equity share) to the existing shareholders of the Company for an amount not exceeding Rs. 14,614.42 lakhs. The Company had filed the Draft Letter of Offer (DLOF) dated January 25, 2024.

Post FY 2023-24, the company received letter from Bombay Stock Exchange (BSE) granting in-principle approval for undertaking the Issue and SEBI had issued final observations on DLOF. Further, the Rights Issue Committee of the Board of Directors fixed the Record date i.e. Friday, July 19, 2024 for the purpose of determining the shareholders eligible to apply for the equity shares in the Rights Issue of the Company.

The company is in the process of filing the letter of offer with BSE and SEBI.

• Neumesh Labs Private Limited (Material Subsidiary) signs Memorandum of Understanding (“MoU”) with Agnikul Cosmos Private Limited

Neumesh Labs Private Limited, material subsidiary of the company entered into a MoU with Agnikul Cosmos Private Limited, a Chennai headquartered Space-tech start-up Company on August 9, 2023. The MoU includes supply and maintenance of Metal Printer, Part Printing and Supply of Metal Powder.

• Joint Venture with Phillips Machine Tools India Private Limited

The Company had entered into a Joint Venture with Phillips Machine Tools India Private Limited, a subsidiary of Phillips Corporation, USA, to form and constitute a Limited Liability Partnership (LLP) under the name and style of JK Phillips LLP pursuant to the Limited Liability Partnership Agreement dated December 20, 2023. The LLP has been formed on December 28, 2023 to carry out the business of trading and distribution of Advance systems which includes CNC machines, lathes, hydraulic press, 3D printers, moulding machines and accessories originally produced by Phillips and other manufacturing/ trading activities including after-sales services.

• Tripartite Agreement to manufacture Medical Implants executed between JK Digital & Advanced Systems Private Limited, EOS Electro Optical Systems India Private Limited and Meril Innovations Private Limited

During the year, JK Digital & Advanced Systems Private Limited a WoS of the Company had completed the execution of a Tripartite Manufacturing Agreement on January 19, 2024 with Meril Innovations Private Limited, Gujarat (Meril Life Sciences), a leading MedTech Solutions Company, for production of Medical Devices/Implants through 3D Printing along with its technology Partner EOS, Chennai a WoS of EOS GmBH of Germany.

The Agreement provides for JK Digital to Install, operate specified 3D Printers assisted by EOS, for manufacturing of Orthopedic Implants at Meril Life Sciences premises in Gujarat.

• Merger of Business of Silvergrey Engineers into the Company

In line with the approval of Board of Directors of the Company accorded on May 29, 2023 the Company had executed Dissolution cum Retirement Deed with Ujala Merchants and Traders Limited (UMTL) dated February 3, 2024, where in UMTL agreed to retire from the from the partnership of Silvergrey Engineers w.e.f. January 31, 2024, resulting the Company acquired the balance 1% stake in Silvergrey Engineers, pursuant to which the Company, will carry on the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries as a division/segment of the Company.

• Approval of Land Parcel to JK Defence & Aerospace Limited (WoS) in Bangalore Rural District

JK Defence & Aerospace Limited WoS of the Company, had been accorded an approval from the Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government of Karnataka on March 13, 2024 w.r.t. the investment proposal to establish a unit for manufacture of “Precision Turned Components and all types of Engineering Goods for the Defence, Aerospace and other Allied Industries including assembling in all kinds of products of Defence and Aerospace Equipments”.

The approval includes allotment of 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District and necessary permission for water and power connections and associated NOC(s) from state industry authority. The unit will be eligible for incentives and concession as per applicable policy of the State.

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

During Financial year 2023-24, there was no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2024, stood at Rs. 1,40,00,00,000 divided into 1,25,00,00,000 Equity Shares of Rs. 1/- each, 2,00,000-11% Cumulative Redeemable Preference Shares of Rs. 100/- each, 6,00,000-14% Cumulative Redeemable Preference Shares of Rs. 100/- each, 2,00,000-15% Cumulative Redeemable Preference Shares of Rs. 100/-each and 5,00,000 Unclassified Shares of Rs. 100/-each.

Issued, subscribed and Paid-up Capital

At the beginning of FY 2023-24 the issued, subscribed and paid-up Equity Share capital stood at Rs. 5,24,68,358/- divided into 5,24,68,358 equity shares of face value Rs. 1/- each.

During FY 2023-24, the Committee of Directors of the Company at their meeting held on June 26, 2023, approved the allotment of 59,89,330 Equity Shares of face value Rs. 1/- each, pursuant to conversion of Fully Convertible Warrants issued on June 11, 2022 at a price of Rs. 65/- per warrant by way of preferential allotment, to the persons belonging to “Promoter and Promoter group” category.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company stands increased from INR 5,24,68,358/- to Rs. 5,84,57,688/- equity shares of face value of Rs. 1/- each.

Proposed Rights Issue of Equity Shares

The Board of Directors at their meeting held on July 09, 2023 have approved issuance of 5,84,57,688 fully paid equity shares of face value of ?1/- each at a price of ? 25/- (including a premium of ?24/- per equity share) by way of rights issue to the existing equity shareholders of the Company in ratio of (1:1) i.e. 1 Rights Equity Share for every 1 fully paid-up equity shares for an amount aggregating to ?14,614.42 lakhs, in accordance with Companies Act, 2013 and the rules made thereunder, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018, as amended, and other applicable laws (‘Issue”).

Pursuant to the above referred board approval and as approved by the Rights Issue Committee in its meeting held on January 25, 2024, the company had filed the Draft Letter of Offer (“DLOF”) dated January 25, 2024, in connection with the issue with BSE and SEBI.

Post FY 2023-24, the company received letter from BSE granting in-principle approval for undertaking the Issue and SEBI had issued final observations on DLOF. Further, the Rights Issue Committee of the Board of Directors fixed the Record date i.e. Friday, July 19, 2024 for the purpose of determining the shareholders eligible to apply for the equity shares in the Rights Issue of the Company.

Inter-se-Transfer of Equity Shares among Promoter and Promoter group

Mr. Abhishek Singhania, Promoter and Chairman & Managing Director of the Company acquired 3,79,966 Equity Shares of face value of INR 1/- each representing 0.65% of the paid-up equity share capital of the Company on March 27, 2024 from JK Traders Limited, one of the member of the promoter and promoter group, through inter-se-transfer in reliance upon exemption provided in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Subsequently, the shareholding of Mr. Abhishek Singhania in the Company stand increased to 25.10%.

8. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES/ ASSOCIATES

As on March 31, 2024, the Company has 4 subsidiaries including one step down subsidiary,1 Associate Company and 1 Joint Venture in the form of LLP i.e. (i) Neumesh Labs Private Limited (Material Subsidiary) (ii) JK Defence & Aerospace Limited (WoS), (iii) JK Digital & Advance Systems Private Limited (WoS), (iv) Allen Reinforced Plastics Private Limited (Step-down Material Subsidiary), (v) Nebula3D Services Private Limited (Associate), (vi) JK Phillips LLP (“JK Phillips”) (JV LLP).

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of the Annual Report. Further, a separate statement containing the salient features of financial statements of the Company’s Subsidiaries/ Associate Company/Joint Venture, in the prescribed Form AOC-1, forms part of this Annual Report.

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

In terms of SEBI Listing Regulations, the Company has a policy in place for determining “material subsidiary”. The said policy is available on the website viz. https://www¦iavkaventerprises¦com/policies/¦

In terms of regulation 16(1)(c) of the SEBI Listing Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding FY. Further, in terms of regulation 24(1) of the SEBI Listing Regulations, at least one independent director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Based on the Audited Financials of the Company for FY 2023-24, pursuant to Regulation 16(1) and Regulation 24(1) of Listing Regulations, Neumesh and Allen shall be the material subsidiaries of the Company for the financial year 2024-25.

Brief description about Company’s Subsidiaries/ Associate Company/Joint Venture during FY ended March 31, 2024 are given below:

(i) Neumesh Labs Private Limited:

Neumesh Labs Private Limited (“Neumesh”) was incorporated on January 04, 2021, having its registered office at 29/1, D.D. Road, Kamla Tower, Kanpur, Uttar Pradesh-208001, pursuing its business of providing complete solutions for Additive Manufacturing including 3D manufacturing printing, Digital Set-up, sale of 3D Printers and market software products for 3D applications. It has a Center of Excellence for HiTech Manufacturing established in Bangalore. The Company’s manufacturing plant located at Plot No. 477B, 4^th Phase, Peenya Industrial Area, Bangalore, Karnataka.

Neumesh, has also indigenously developed a polymer printer JK Print 300 and JKPM3 series, a Powder Management System which was unveiled at IMTEX 23 Fair in Bengaluru.

During the year, Neumesh had entered into a MoU with Agnikul Cosmos Private Limited, a Chennai headquartered Space-tech start-up Company. The MoU includes supply and maintenance of Metal Printer, Part Printing and Supply of Metal Powder.

Financial Performance		(in Lakhs)
Particulars	FY ended March 31, 2024	FY ended March 31, 2023
Revenue from Operations	3,287.18	4,338.18
Profit/(Loss) after Tax	194.49	404.41

(ii) JK Defence & Aerospace Limited:

JK Defence & Aerospace Limited (“JK Defence”), was incorporated on July 03, 2023 as a wholly owned subsidiary of the Company, having its registered office at 4^th Floor JK Building, A-2 Local Shopping Centre, Masjid Moth, South Delhi, New Delhi-110048, with the primary objective to actively participate and undertake business of machining and manufacturing of precision-turned components and all type of engineering goods for the defence, aerospace and other allied industries.

During the year, JK Defence acquired 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen). Subsequently, Allen had become a subsidiary of JK Defence and a step-down subsidiary of the Company with effect from July 09, 2023. Subsequent to the close of FY 2023-24, JK defence had further acquired additional 1,94,03,363 partly paid-up equity shares in Allen on June 02, 2024, offered via Rights Issue. On Completion of full payment, JK Defence, shareholding in Allen will increase to 92.92%.

JK Defence focusses on Defence and Aerospace Sector to procure orders under the brand “JK” aided by enhanced understanding of the defence industry and leveraging synergies from Allen.

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

JK Defence had been accorded an approval from the Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government of Karnataka on March 13, 2024 w.r.t. the investment proposal to establish a unit for manufacture of “Precision Turned Components and all types of Engineering Goods for the Defence, Aerospace and other Allied Industries including assembling in all kinds of products of Defence and Aerospace Equipments”. The approval includes allotment of 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District and necessary permission for water and power connections and associated NOC(s) from state industry authority.

During the period/year ended March 31, 2024, JK Defence has reported loss of Rs. 653.50 Lakh.

(iii) JK Digital & Advance Systems Private Limited

JK Digital & Advance Systems Private Limited (“JK Digital”) was incorporated on July 27, 2023, having its registered office at 4^th Floor JK Building, A-2 Local Shopping Centre, Masjid Moth, South Delhi, New Delhi-110048, with the object of operating into 3D Printing works and advanced systems, research and developments services and other allied services.

The strategic decision to incorporate JK Digital is to establish a direct presence in the 3D Printing and Advanced systems business domain, under the brand of “JK”. The experience, strength and collaborations entered into by the Neumesh (material subsidiary), will enable the Company to capitalize on its expertise.

Further, it proposed to establish a Centre of Excellence, wherein the clients can carry out their Research & Development of their products.

JK Digital plans to operate on the model based on “Your place-Our machine-Our services-Your applications”. It had signed up with a customer viz M/s Meril Medical Innovation Private Limited wherein it would be setting up 3D printers and providing 3D manufacturing services. JK Digital will be manufacturing Medical Devices/Implants through 3D Printing along with its technology Partner EOS Electro Optical Systems India Private Limited, Chennai, a WoS of EOS GmBH of Germany.

During the period/year ended March 31, 2024, JK Digital has reported loss of Rs. 2.14 Lakh.

(iv) Allen Reinforced Plastics Private Limited:

Allen Reinforced Plastics Private Limited (“Allen”) was incorporated on December 31, 1987, having its registered office at 6-3-856/4, Sadath Manzil colony, Ameerpet, Opposite to Lane to Green Park Hotel, Hyderabad-500016, Telangana and is involved in the design, development, manufacture and testing of composite and allied engineering products for the purpose of Defence, Aerospace and Engineering products. On July 09, 2023 Allen became the step-down subsidiary of the Company through its acquisition by JK Defence & Aerospace Limited

Allen, has been catering to the Defence requirement of the nation for more than 32 years, and is involved in indigenization, development and production of defence applications products., prominent among them are Konkur Launcher Tubes, Pinaka Rocket Launch Tubes & Submarine Mine Laying Equipment, underwater mines, Air frames for Brahmos etc.

Allen has state of art manufacturing facilities at its two Units i.e., IDA Bollaram located at 155/B/1&2, Industrial Estate, Bollaram, Telangana-502325 and IDA Cherlapally located at Plot No. 204/3,4,7&8, Phase-II, Cherlapally, Telangana-500051.

Product range of Allen, across the spectrum of diversified applications for: -
• Missiles & Rockets	• Underwater Weapons	• Radomes & Antennas
• Marine & Sub-marine	• Guns & Accessories	• Aerospace
• Railways	• Roadways Automotive	• Containers

Financial Performance:		(in Lakhs)
Particulars	FY ended March 31, 2024	FY ended March 31, 2023
Revenue from Operations	2207.54	2,521.90
Profit/(Loss) after Tax	124.78	103.21

(v) Nebula3D Services Private Limited:

Nebula3D Services Private Limited (“Nebula”) was incorporated on March 06, 2015, having its registered office at No. 966, 18^th B Cross, 2^nd Main, Ideal Home Township, Rajarajeshwari Nagar, Bangalore, Bangalore-560098, Karnataka, pursuing business of providing full suite of Digital Engineering Services to Automotive, Aerospace, Heavy Engineering, Oil & Gas and Power & Energy sectors. Its Digital Engineering Services include reverse engineering, plant modelling, 3D scanning,3D product designing.

Nebula has a rich experience of almost 18 years in providing digitization services specialized in laser scanning, laser tracker, plant design, product tear-down benchmarking and 3D CAD services for leading OEMs in India and overseas using advanced engineering tools and experienced resources.

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

Financial Performance: (in Lakhs)
Particulars	FY ended March 31, 2024	FY ended March 31, 2023
Revenue from Operations	284.91	305.74
Profit/(Loss) after Tax	-106.66	-88.82

(vi) JK Phillips LLP:

JK Phillips LLP a Limited Liability Partnership (“LLP”) was incorporated on December 28, 2023, having its registered office at 2^nd Floor JK Building, A2 Local Shopping Complex, Greater Kailash, New Delhi-110048, pursuant to an Agreement dated December 20, 2023 entered into between the Company and Phillips Machine Tools India Private Limited, a subsidiary of Phillips Corporation, USA.

The Company has made an initial capital contribution of Rs. 1,00,000/- (Rupees One Lakhs Only) in the LLP and holds 50% of the right to share profit in the JV LLP.

The LLP has been formed to carry on the business of trading and distribution of Advance systems which includes CNC machines, lathes, hydraulic press, 3D printers, moulding machines and accessories originally produced by Phillips and other manufacturing/trading activities including after-sales services.

During the period/year ended March 31, 2024, JK Phillips LLP has reported loss of Rs. 5.56 Lakh.

9. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors’ Report, form part of the Annual Report. As per the provisions of Section 129 of the Act, the Consolidated Financial Statements of the Company and its subsidiary are attached in the Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (“MD&A REPORT”)

As required under Regulation 34 read with Schedule V of Listing Regulations, the MD&A Report is presented in a separate section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic developments, performance and state of affairs of the Company’s business, risk management systems and other material developments (on consolidated basis) during the year under review.

11. MEETINGS OF THE BOARD AND ITS COMMITTEES Meetings of the Board

The Board meets at least four times in a year, within a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part-A of Schedule II of the Listing Regulations. The dates for the Board and Committee Meetings are generally decided in advance and communicated to the directors in timely manner. The Board also meets and conduct additional meetings as and when required and thought fit. The Management discuss the items to be included in the Board/Committee(s) agenda.

The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled during the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of Chairman of the meeting and with the consent of majority of the Board/Committee members present in the Meeting, including independent director(s). The Senior Management officials are also invited to various Board / Committee meetings to provide additional input on the matters being discussed by the Board and its Committees. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During the FY 2023-24, Board met Six (6) Board times on April 18, 2023, May 29, 2023, July 09, 2023, August 10, 2023, November 07, 2023, and February 06, 2024 details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Committees of the Board

The Company has the following 5 (Five) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Committee of Director

5. Rights Issue Committee

The composition, terms of reference, details of meetings of Board and Committee(s) during the FY 2023-24 have been provided under the Corporate Governance Report forming part of this Annual report.

All the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders’ value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

As on March 31,2024, the Board was comprised of 6 (six) directors, out of which 1 (one) was a Promoter and Executive Director (Chairman and Managing Director), 2 (two) were Non-Executive and Non-Independent Directors and 3 (three) were Non-Executive Independent Directors (including one Woman Independent Director).

Further, during the year under review and till date of this report, following changes occurred in directorship and key managerial personnel of the Company:

DIRECTORS

• Mr. Abhishek Singhania (DIN: 00087844) was re-appointed as Chairman & Managing Director (“CMD”) of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on February 06, 2024, who shall not be liable to retire by rotation, for a further period of 3 (three) years commencing from July 1, 2024 to June 30, 2027 without remuneration. Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder’s approval was obtained through Postal Ballot on March 16, 2024.

• Mr. Satish Chandra Gupta (DIN: 01595040) who was appointed as an Additional Director (Non-Executive and Non-Independent) by the Board of Directors of the Company at their meeting held on April 15,2024. Subsequently, due to some unavoidable personal reasons, resigned with effect from May 10, 2024.

• Mr. Partho Pratim Kar (DIN:00508567) was re-designated as Joint Managing Director (“JMD”) of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on April 15, 2024, who shall be liable to retire by rotation, for a period of 3 (three) years commencing from April 15, 2024 to April 14, 2027, without remuneration. Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder’s approval was obtained through Postal Ballot on June 23, 2024.

• Mrs. Renu Nanda (DIN: 08493324) was re-appointed as the Non- Executive Independent Director of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on May 10, 2024, for a second term of 5 (Five) years commencing from August 14, 2024 to August 13, 2029, Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder’s approval was obtained through Postal Ballot on June 23, 2024.

Rationale for re-appointment of Mrs. Renu Nanda: Nomination and Remuneration Committee, after taking into account the positive outcome of the performance evaluation of Mrs. Renu Nanda during her first term as an Independent Director and considering her skills, acumen, knowledge, time commitment to Company, experience, as well as her contribution to the Company, recommended her re-appointment to the Board for a second term as the the Non- Executive Independent Director of the Company.

• In terms of the provisions of Section 152 of the Act, Mr. Partho Pratim Kar (DIN:00508567), JMD of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, he has offered himself for re-appointment. The Board members recommends his re-appointment at the ensuing AGM for due consideration and approval of members of the Company. Mr. Partho Pratim Kar shall continue to hold his office of JMD and such re-appointment as director shall not be constitute a break in his appointment.

Brief profile of Mr. Partho Pratim Kar along with details as required under SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), are provided in the Notice convening the 78^th AGM.

None of the above Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

KEY MANAGERIAL PERSONNEL

• Mr. Abhishek Pandey (Membership No: ACS 21958) resigned as the Company Secretary & Compliance Officer of the Company with effect from close of business hours on April 14, 2023, to pursue other career opportunities. Consequent to the resignation of Mr. Abhishek Pandey, the Board on the recommendation of NRC, had appointed Mr. Yogesh Sharma (Membership No: ACS 29286) as the Company Secretary & Compliance Officer of the Company with effect from April 18, 2023.

• Consequent upon re-designation of Mr. Partho Pratim Kar from Non-Executive, Non-Independent Director of the Company to Joint Managing Director, He was also appointed as the Key Managerial Personnel of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on April 15, 2024.

Pursuant to the provisions of section 203 of the Act, Mr. Abhishek Singhania, Chairman and Managing Director, Mr. Partho Pratim Kar, Joint Managing Director, Mr. Sanjay Jain, Chief Financial Officer and Mr. Yogesh Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on the date of this report.

13. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Listing Regulations the Independent Directors of the Company have given a written declaration to the Company confirming that they meet the criteria of independence as stipulated under Act and Listing Regulations, and that they have complied with the Code of Conduct specified in Schedule IV to the Act and also that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with the Listing Regulations, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence/proficiency possessed by the Directors is given in detail in the Report on Corporate Governance forming part of the Annual Report.

Independent Directors have also confirmed that they have registered their names in the independent directors’ databank with the Indian Institute of Corporate Affairs.

14. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, The Board in coordination with and the recommendation of the Nomination and Remuneration Committee (NRC), carried out an annual evaluation of the performance of the entire Board, its Committees and of individual directors including Independent Directors based out of the criteria and framework adopted by the Board. The Board considered and discussed the inputs received from the Directors.

Overview of evaluation framework and criteria:
Sr. No.	Category	Criteria
1.	Board of Directors	Board structure, composition, diversity, experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, open for new ideas and practices, and overall effectiveness of Board as a whole.
2.	Board Committees	Optimum composition, effectiveness of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and due consideration of Committees’ decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3.	Individual Directors	Requisite qualification, skills and experience, understanding of the Company’s business, its market and its goals along with roles and responsibilities, ability to express disagreement & divergent views and independent judgement, open to new ideas and views from other members, confidentiality and adherence to legal obligations and Company’s code of conduct
4.	Chairman and Managing Director	Leadership development, Board management, developing and delivering the Company’s strategy and business plans, encouragement to effective and open communication and active engagement.
5.	Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria: - Independence criteria and conflict of interest; - Providing external expertise and independent judgement that contributes to Board’s deliberations, strategy and performance.

Evaluation Process

• Structured questionnaire covering aforementioned aspects were shared with the Directors;

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

• The independent directors met separately on May 10, 2024 without the presence of non-independent directors and discussed inter-alia following:- The performance of non-independent directors and Board as a whole;

- The performance of the Chairman of the Company and

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

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

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2023-24. Following is summary of outcome of evaluation:

• The results of evaluation were shared with the Board, Chairman of respective Committees;

• The directors expressed their satisfaction with the evaluation process and

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

• management

15. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. All Directors and Senior Management Personnel had affirmed that they have complied with the provisions of the said code during FY 2023-24. For further details, please refer the Corporate Governance Report.

16. NOMINATION AND REMUNERATION POLICY

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

The Nomination and Remuneration Policy is available and can be accessed from the website at the link: https://www.iaykaventerprises.com/policies.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care for 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;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished below. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, this Report is being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of your Company or at the email address [e-mail] .

• Ratio of the remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2023-24 is as follows: Mr. Partho Pratim Kar is 29.98.

• Percentage increase in remuneration of Mr. Partho Pratim Kar Non-Executive Non-Independent Director¹ in the financial year 2023-24 is Nil.

• Percentage increase in remuneration of Mr. Sanjay Jain Chief Financial Officer and Mr. Yogesh Sharma Company Secretary in the financial year 2023-24 are Nil.

• The percentage increase in the median remuneration of employees for the financial year was - 68.16%.

• The total number of permanent employees on the rolls of the Company as on March 31, 2024 were 28².

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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: During the FY 2023-24, 12.5% is average increment of employees other than managerial personnel and there has been no change in the overall remuneration of managerial personnel during FY 2023-24.

• It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

Notes:

1. Mr. Partho Pratim Kar was re-designated as the Joint Managing Director of the Company for a period of 3 (three) years commencing from April 15, 2024 to April 14, 2027 (both days inclusive) and in terms of the employment agreement entered into with him and the Company all the existing arrangements including payment of remuneration as management consultancy fees to Mr. Partho Pratim Kar have been done away with.

2. The increase in number of employees in comparison to previous financial year is due to merger of entire business of Silvergrey Engineers into the Company.

Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

• Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the aggregate, was not less than One Crore and Two lakh rupees: NIL.

• Details of employees Employed for a part of the financial year who were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL.

• Details of employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

It is hereby affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

19. CHANGE IN THE NATURE OF THE BUSINESS

There has been no change in the change in the nature of business during period under review.

20. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of your Company which have occurred during the FY 2023-24 and till the date of this report.

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

During the year under review there were no variation/deviation in utilization of funds raised through preferential issue in terms of Regulation 32 of Listing Regulations.

Further the entire proceeds raised by issuance of 59,89,330 fully convertible warrants on preferential basis to the persons belonging to ‘promoter and promoter group’ have been fully utilized for the objects as stated in the explanatory statement to the notice of extra-ordinary general meeting dated 12.04.2022.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has an adequate system of internal financial controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. Such internal financial controls are supplemented by an extensive programme of Internal Audits, review by Management and documented policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Company’s assets. Internal Financial Control of the Company are adequate with reference to the Financial Statements and operating effectively.

23. PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has in place an Insider Trading Policy to Regulate, Monitor and Report trading by Designated Persons (“Code”). The said Code lays down guidelines which provide the procedure to be followed and disclosures whilst dealing with the shares of the Company. The Company has also put in place the institutional mechanism for prevention of insider trading. The Company has set up a mechanism for monitoring the dealings in equity shares of the Company by the Designated Persons and their immediate relatives.

24. PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits covered under Chapter V of the Act. Further, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2024.

25. ANNUAL RETURN

In terms of Section 92, 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is placed on the website of the Company, at the link: https://www.iaykayenterprises.com/investors/annual-returns/.

26. RELATED PARTY TRANSACTIONS

During the year under review:

a) all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis;

b) contracts / arrangements / transactions which were material, were entered into with related parties in accordance with the Policy of the Company on Related Party Transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The members may refer Notes to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

The Policy on Related Party Transactions as approved by the Board is available on the Company’s website and can be accessed at https://www.iaykaventerprises.com/policies. Prior omnibus approval is obtained for related party transactions which are of a repetitive nature and/or entered in the ordinary course of business and are at arm’s length basis.

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

Information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are furnished hereunder:

A. Conservation of Energy

a) Steps taken for energy conservation / utilizing alternate source of energy: The Company is taking all possible measures and gives priority to conserve energy.

Your Company has taken following significant energy conservation measures:

• The Company focused on replacement of existing fixtures LED lights for energy efficiency.

• The equipment’s, accessories and fitments are under regular preventive maintenance and proactive functionality checks and

• The Company has used alternate source of energy, whenever and to the extent possible

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation measures taken from time to time have resulted in considerable reduction of energy and thereby reducing the cost.

B. Technology Absorption:

a) Efforts in brief, made towards technology absorption:- The Company tends to uses latest technology and Equipments in its business.

b) Benefits derived like product improvement, cost reduction, product development, import substitution etc: Not Applicable

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

d) The expenditure incurred on Research & Development: NIL

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

28. AUDITORS AND AUDITOR’S REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 76^th Annual General Meeting (‘AGM’) of the Company held on September 20, 2022, approved the appointment of M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No. 000186C) as the Statutory Auditors for a period of five (5) consecutive years, until the conclusion of the 81^st AGM to be held in the year 2027.

The Report given by M/s P. L. Tandon & Co. on the Financial Statements of your Company for the financial year ended 31^st March 2024 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditor’s Report are self-explanatory and do not call for any comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year ended 31^st March 2024, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Secretarial Audit was carried out by M/s. Varuna Mittal & Associates, Company Secretaries (Peer Review Number: 2745/2022), for the financial year ended 31^st March 2024, appointed as Secretarial Auditors of your Company for the financial year 2023-24. The Secretarial Audit Report for the FY 2023-24 is enclosed as “Annexure-I” to this Board Report.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act.

In addition to the above, a report on secretarial compliance issued by M/s. Varuna Mittal & Associates, Company Secretaries for the FY ended March 31, 2024 has been submitted to stock exchanges within the prescribed timeline.

The Company’s unlisted material subsidiaries viz. Neumesh and Allen have also undergone Secretarial Audit in terms of regulation 24A of SEBI Listing Regulations. The Secretarial Audit Reports of Neumesh and Allen are also annexed herewith as Annexure - II and Annexure - III, respectively to this report.

The Secretarial Audit Reports of Neumesh do not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Allen confirms that the Company has complied with the applicable provisions of the Act, Rules and that there were no deviations or non-compliances except Compliance of Section 152 of the Act, no Director was retire by rotation in the Annual General Meeting held on September 30, 2023.

The Board of Allen confirms and ensures the compliance of provision of Section 152 of the Act, i.e. approval to appoint a Director in place of retiring director be placed at every AGM the Company going forward.

Internal Auditor

Pursuant to the provisions of Section 138 read with Rule13 of the Companies (Accounts) Rules, 2014 your Company has engaged the services of M/s. Alok Pandey & Company, Chartered Accountants to conduct the internal audit of the functions and activities of the Company for the Financial Year 2023-2024.

And based on internal audit activities carried out by them it was reported that the internal controls are adequate and are operating effectively and commensurate with the size and the nature of business operations.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

30. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

31. RISK MANAGEMENT

Your Company has in place a Risk Management Policy and in the opinion of the Board of Directors, during the period under review, there were no elements of risk identified which may threaten the existence of your Company.

The Company has been from time to time been analyzing various risk assessment and minimization procedures including addressing various risks impacting the Company. The Company’s documented Risk Management Policy acts as an effective tool in identifying, evaluating and managing significant risks and prioritizing relevant action plans in order to mitigate such risks. The Risk Management Policy has been posted on the website of the Company at the link: https://www.iaykaventerprises.com/policies.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a whistleblower mechanism to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct and Ethics. The Policy provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

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

During the year under review No complaint/grievance under Whistle Blower has been received by the Company.

The Whistle Blower Policy has been posted on the website of the Company at the link: https://www. iaykayenterprises.com/polides

33. CORPORATE SOCIAL RESPONSIBILITY

The Company’s profits, net worth and turnover are below the criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not applicable to the Company during the F.Y. 2023-24.

Annual report on Corporate Social Responsibility is annexed hereto as Annexure -IV.

34. REPORT ON CORPORATE GOVERNANCE (“CG REPORT”)

The Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability. The Board members support the broad principles of Corporate Governance and lays emphasis on its role to align and direct the actions of the Company in achieving its objectives. The CG Report for the year under review, as stipulated under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

The certificate from the Practicing Company Secretary (i.e. M/s. Varuna Mittal & Associates, Company Secretaries (Firm Registration No. S2020DE762400) confirming compliance with the conditions of Corporate Governance is enclosed as an Annexure to the CG Report.

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

The Company as a group has in place a Prevention of Sexual Harassment (POSH) Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The policy on Sexual Harassment adopted to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

Details regarding complaints pending at the beginning, received and disposed of during the FY 2023-24 etc. are disclosed in the Corporate Governance Report.

36. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards i.e. SS-1 & SS-2, issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act and that such systems are adequate and operating effectively.

37. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS

The Company had received Adjudication Order passed by SEBI vide Ref No. Order/SS/RK/2020202023-24/29750 dated November 09,2023 in respect of irregularities found in the business as Registrar to an Issue & Share Transfer Agent (Category II) during the inspection carried out by SEBI for the period April 01, 2020, to December 31, 2021. Further, SEBI has imposed a penalty of Rs. 10 lacs on the Company, which was duly deposited by the Company to SEBI.

The said penalty pertains to the non-compliance made by the Company in the FY 20-21 and the same does not have any impact on the Company going concern status and the operations in future.

Apart from above there were no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

38. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its associate have adopted “IND AS” with effect from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.

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

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company hasn’t entered any sort of OTS (One- Time Settlement) with banks, financial institutions in respect of any type of secured loans, unsecured loans, Lease or any other type of credit facilities in respect of its indebtedness, furthermore there weren’t any significant differences in respect of valuation while obtaining loan from banks, financial institutions during the financial year ended March 31, 2024.

41. ADDITIONAL INFORMATION

• Land Ownership Dispute Rishra, District Hooghly, Kolkata

In and around May, 2021 a demand was raised upon the company by Rishra Municipality to pay the outstanding tax in respect of the land. The company in order to comply with the demand raised by the Municipality and in lieu of practicing good governance, paid the outstanding amount. Thereafter, the company made an application before the municipality for name change in the mutation record from JK Steel Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality circulated a public notice thereby inviting objections/suggestions from the public at large. No objections or dispute was raised by any person. Hence, Rishra Municipality after following due process of law, was pleased to grant mutation in favour of the company.

That while the company was in the possession of the land, there was an order from the Hon’ble High Court of Calcutta (“High Court”) directing the Official Liquidator of Rishra Steel Ltd. to take charge and custody of the land. The company had filed an appeal against the said order before the Division Bench of the High Court. The High Court during the pendency of the matter has recorded an observation disputing the ownership of the land in question.

It is pertinent to note that the official liquidator who is claiming the ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance deed. The aforesaid appeal has been disposed off by the High Court, giving the company liberty to agitate all the claims before the Kolkata bench of the Hon’ble NCLT (“NCLT”).

The intervention application was listed on many occasions and was also heard at length by the Hon’ble bench, however, the NCLT rejected the application filed by the company on the grounds that the ownership of the land in question is disputed and cannot be ascertained by NCLT. Pertinently, it was also observed that the land was sold to Rishra in exchange of consideration, but conveyance deed was not executed by the parties. In light of the above and based on the true facts and circumstances, the company has accepted the order of NCLT and has decided not to prefer an appeal to the aforesaid impugned order of the NCLT.

• Update on Land at Jhalawar, Rajasthan

With respect to the matter of transfer of land situated at Prithvipura, Jhalawar, Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village (MVV), the District Collector Jhalawar, Rajasthan had sought approval from the Industries and Commerce Department (Group-II), Government of Rajasthan for the transferring of leasehold rights from Jaykay Enterprises Limited to MVV.

The Industries and Commerce Department (Group-II), Government of Rajasthan vide letter dated 16^th June 2023 had provided approval to the District Collector, Jhalawar for transferring of leasehold rights in favour of MVV for the remaining period of 99 (ninety-nine) years to be reckoned from the date of allotment.

Thereafter, the company received the full and final payment from Mukundra Vedic as agreed under the Agreement dated 04.12.2021. The Industries and Commerce Department (Group-II) under the Government of Rajasthan, upon being satisfied with all the compliances, executed a new lease deed in favour of Mukundra Vedic, thereby concluding the transaction for the transfer of land in the name of Mukundra Vedic.

GENERAL

No disclosure or reporting is made in respect following items, as there were no transactions during FY 2023-24:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of employee stock options;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

• There were no amount proposed to be transferred to the general reserves;

• In terms of the provisions of Section 73 of the Act read with the relevant rules made thereunder, the Company

had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2024;

• No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

• The details about the policy developed and implemented by the Company on corporate social responsibility initiatives taken;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution;

• There was no revision in the financial statements;

• The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2023-24 and

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2024.

• There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines.

ACKNOWLEDGEMENT

The Board wish to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchange, customers, vendors, members during FY 2023-24.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the Jaykay Enterprises Limited Group and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

---

Mar 31, 2023

The Directors have pleasure in presenting their 77^th (Seventy Seventh) Annual Report on the business and operations of your Company i.e. Jaykay Enterprises Limited (‘the Company’) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

			(INR in Lakhs)
	Standalone		Consolidated
Particulars	FY ended March 31, 2023	FY ended March 31, 20221	FY ended March 31, 2023	FY ended March 31, 20221
Revenue from operations	29.70	15.40	4695.53	1070.15
Other income	1262.74	430.50	1170.29	412.74
Total income	1292.44	445.90	5865.82	1482.89
Total expenditure	485.47	433.95	4471.62	1196.44
Operating profit	806.97	11.95	1394.19	286.45
Less: Finance cost	-	-	105.66	18.72
Profit before depreciation, Exceptional & Extraordinary items, tax and share of (profit)/loss in Associates	806.97	11.95	1288.53	267.73
Less: Depreciation/ Impairment and amortisation	25.64	18.09	158.44	18.11
Profit before Exceptional items & Extraordinary items, tax and share of (profit)/loss in Associates	781.33	(6.14)	1130.10	249.62
Exceptional items	-	73.00	-	73.00
Tax expenses	2.59	-	278.82	64.50
Net profit / (loss) after tax and before share of (profit) / loss in Associates	778.74	(79.14)	851.28	112.12
Share of profit / (loss) in Associates	-	-	(24.56)	1645.94
Net profit / (loss) after tax	778.74	(79.14)	826.72	1758.06
Other comprehensive income / (loss)	1299.94	371.05	1299.94	371.44
Total comprehensive income / (loss)	2078.68	291.91	2126.66	2129.50
Earnings per equity share
Basic (INR)	1.58	(0.17)	1.43	3.70
Diluted (INR)	1.44	(0.16)	1.31	3.34

Further, your Company at its Extraordinary General Meeting (“EGM”) held on May 07, 2022 amended its object clause of the Memorandum of Association of the Company (“MOA”) with the insertion of clauses w.r.t. Defence & Aerospace Sector (as the new lines of business) with a view to make the activities of the Company diversified and profitable.

In addition your Company has also amended its object clause of the MOA w.r.t running of Hotel, Club, Resort and Lounge and other allied hospitality related activities as the new lines of business.

Your Company also proposes to diversify into Real Estate activities and will move forward by developing its own Land Bank or through Joint Venture, Joint Development Model, Development Model (DM) acting as Project Management Consultant, Real Estate Management and other allied activities.

State of affairs post FY 22-23

Subsequent to the close of financial year 2022-23, the Board of Directors at their meeting held on May 29, 2023 has provided in-principal approval for the merger of business of SGE into the Company.

In addition, your Company has incorporated two Wholly Owned Subsidiary i.e. JK Defence & Aerospace Limited (CIN: U26515DL2023PLC416434) on July 03, 2023 with the object to undertake the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries including trade and deal in all kinds of products related to Defence and Aerospace equipments and JK Digital & Advance Systems Private Limited (CIN: U26204DL2023PTC417784) on July 27, 2023 with the object to undertake the business of Digital and Technical Consultancy Services, 3D Scanning, create Software Engineering Lab for gaining deep insight into the field of software technology, design, develop and market software products for 3D and activities relating to software development for any industry.

In order to further expand and to allow the integration of existing business plans in a synergistic manner, your Company, through its wholly owned subsidiary i.e. JK Defence & Aerospace Limited (“JK Defence”) has acquired the 76.41% equity stake on July 09, 2023 in Allen Reinforced Plastics Private Limited (“Allen”) which is engaged in the business of designing development, manufacturing, and testing of advanced composite engineering products made or composed of fibre glass, glass mat, plastic, resins etc. applications in defence/ aerospace/logistics & electrical industries and supplying critical components to key defence projects in the country, such as BrahMos, Pinaka, SMILE, Akash missiles etc. to defence undertakings such as DRDO, ISRO, OFB, BHEL, BDL. Accordingly, Allen Reinforced Plastics Private Limited has become a subsidiary of JK Defence and a step-down subsidiary of your Company with effect from July 09, 2023.

CONSOLIDATED: The Revenue from Operations was INR 4695.53 Lakhs for the year ended March 31, 2023 as compared to INR 1070.15 Lakhs in the previous year. The Company’s profit for the year ended March 31, 2023 was INR 826.72 Lakhs as compared to INR 1758.06 Lakhs in the previous year.

STANDALONE: The Revenue from Operations was INR 29.70 Lakhs for the year ended March 31, 2023 as compared to INR 15.40 Lakhs in the previous year. The Company’s profit for the year ended March 31, 2023 was INR 778.74 Lakhs as compared to loss of INR 79.14 Lakhs in the previous year.

3. PERFORMANCE OF THE SUBSIDIARY /ASSOCIATE COMPANY

As on March 31, 2023, the Company has one (1) unlisted material subsidiary named Neumesh Labs Private Limited and one (1) Associate Company, named Nebula3D Services Private Limited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiary and associates in Form AOC-1 forms part of this Annual Report.

Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standard 28 ( Ind AS-28 ) “Investments in Associates” issued by The Institute of Chartered Accountants of India (ICAI) form part of the Annual Report and Accounts.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on Company’s website at https://www.jaykayenterprises.com/.

In terms of SEBI Listing Regulations, the Company has a policy in place for determining “material subsidiary”.

The said policy is available on the website viz.. https://www.jaykayenterprises.com/Policies.html. Based on the audited financials of the Company for FY 2022-23, Neumesh Labs Private Limited, have been identified as material subsidiary of the Company for FY 2023-24 in terms of regulation 16(1)(c) and Regulation 24(1) of SEBI Listing Regulations.

• Neumesh Labs Private Limited (Neumesh):

Neumesh, an unlisted material subsidiary of your Company is pursuing its business in 3D printing Software, further additive manufacturing Lab footprint etc.. In Neumesh the Center of Excellence (COE) for Hi-Tech Manufacturing established in Bangalore, became operational from March 30, 2022.

Neumesh, has also started its AM labs business. This is in line with various State Governments opening COE across engineering colleges and ITIs’. GOI in its 2023 budget announcement stated its intentions to establish COE’s across the country. Considering, huge numbers of COE’s that will be established, the demand for high quality polymer printers for training purposes will be high. Therefore, Jaykay Enterprises Limited along with its eco system partners have indigenously developed a polymer printer JK Print 300 and JKPM3 series, a Powder Management System which was unveiled in IMTEX 23 Fair in Bengaluru. The initial customer response has been encouraging. The JK Print 300 Printer is suitable for usage in prototyping, consumer goods, Automobile, and architecture for low volume production. The machine is ideal for usage in low volume production and training of students and technicians. The JK PM 3 Powder Management System will optimize productivity and economics keeping in mind highest quality standards of parts produced by 3D metal printers. Neumesh, is working in tandem with the Governments Make in India program. Neumesh has started working on IAF prototyping projects and is looking closely at the MEA Oil & Gas market.

Revenue from Operations of Neumesh Labs Private Limited was INR 4338.18 Lakhs for the year ended March 31, 2023 as compared to INR 1054.75 Lakhs in the previous year and its profit for the year ended March 31, 2023 was INR 404.41 Lakhs as compared to profit of INR 182.26 Lakhs in the previous year.

• Nebula3D Services Private Limited (Nebula):

Nebula, an Associate Company of the Company has improved performance and is projecting a 20% growth in the revenue. Nebula operates in the business of reverse engineering, plant scanning and modelling, which is showing an upward trend. During the year under review the turnover of Nebula3D Services Private Limited has been increased. However substantial increase in expenses resulted in increase in losses.

Revenue from Operations of Nebula3D Services Private Limited was INR 305.74 Lakhs for the year ended March 31, 2023 as compared to INR 264.48 Lakhs in the previous year and its loss for the year ended March 31, 2023 was INR 88.82 Lakhs as compared to loss of INR 63.82 Lakhs in the previous year.

4. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Subsequent to the close of financial year 2022-23, your Company has incorporated two Wholly Owned Subsidiaries namely JK Defence & Aerospace Limited (CIN: U26515DL2023PLC416434) on July 03, 2023 and JK Digital & Advance Systems Private Limited (CIN: U26204DL2023PTC417784) on July 27, 2023.

Further, your Company, through its wholly owned subsidiary i.e. JK Defence & Aerospace Limited (“JK Defence”) has acquired the 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen) on July 09, 2023, as a result, Allen has become a subsidiary of JK Defence and a step-down subsidiary of the Company.

5. DIVIDEND

Your Directors have not recommended any dividend for the year under reporting.

6. TRANSFER TO RESERVES

The Directors have decided not to transfer any amount to the general reserve for the year under review.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Subsequent to the close of financial year 2022-23, the Committee of Directors of the Company at their meeting held on June 26, 2023 has, considered and approved the allotment of 59,89,330 (Fifty Nine Lakh Eighty Nine Thousand Three Hundred Thirty) Equity Shares of Face Value of INR 1/- (Indian Rupees One) each, pursuant to conversion of warrants into equivalent number of Equity Shares, allotted on June 11, 2022 at the Issue Price of INR 65/- (Indian Rupees Sixty Five) each to the Promoter & Promoter Group, on preferential basis, pursuant to the exercise of options attached to the Warrants.

The allottees paid the warrant exercise price i.e. balance 75% of issue price amounting to INR. 29,19,79,837.5/-(Indian Rupees Twenty Nine Crore Nineteen Lakh Seventy Nine Thousand Eight Hundred Thirty Seven and Fifty paise only).

Accordingly, the issued and paid-up capital of the Company stands increased to INR 5,84,57,688/- (Indian Rupees Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) consisting of 5,84,57,688 (Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) equity shares of INR 1/- (Indian Rupees One) each after the close of financial year 2022-23.

Further the Board of Directors at their meeting held on July 09, 2023 considered and approved the proposal for raising of funds by way of the Rights Issue of Equity Shares, to eligible equity shareholders of the Company for a maximum amount not exceeding INR 150 Crores (Indian Rupees One Hundred Fifty Cores).

For more details, please refer Point No. 9 of this Directors’ Report.

8. CHANGE IN THE NATURE OF THE BUSINESS

The Board of Directors of the Company in its meeting held on 13^th August 2021 decided to permanently close its Registrar and Share Transfer Agent activities subject to completion of the necessary formalities in accordance with the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, the Company appointed Alankit Assignments Limited as the Registrar & Share Transfer Agents (RTA) of the Company.

With a view to make the activities of the Company diversified and profitable, your Company at its Extraordinary General Meeting (“EGM”) held on May 07, 2022 amended its object clause of the Memorandum of Association of the Company (“MOA”) with the insertion of clauses w.r.t. Defence & Aerospace Sector (as the new lines of business)

Further, your Company has also amended its object clause of the MOA w.r.t running of Hotel, Club, Resort and Lounge and other allied hospitality related activities as the new lines of business and proposes to diversify into Real Estate activities and will move forward by developing its own Land Bank or through Joint Venture, Joint Development Model, Development Model (DM) acting as Project Management Consultant, Real Estate Management and other allied activities.

For more details, please refer Point No. 2 of this Directors’ Report.

9. SHARE CAPITAL• Authorised Capital

During Financial year 2022-23, there was no change in the authorised share capital of the Company. As on March 31, 2023, authorised share capital of the Company stood at Rs. 1,40,00,00,000 divided into 1,25,00,00,000 Equity Shares of Rs. 1/- each, 2,00,000-11% Cumulative Redeemable Preference Shares of Rs. 100/- each, 6,00,000-14% Cumulative Redeemable Preference Shares of Rs. 100/- each, 2,00,000-15% Cumulative Redeemable Preference Shares of Rs. 100/-each and 5,00,000 Unclassified Shares of Rs. 100/-each.

• Issued, subscribed and Paid-up Capital

The issued, subscribed and paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 5,24,68,358/-(Indian Rupees Five Crore Twenty Four Lakh Sixty Eight Thousand Three Hundred Fifty Eight only) divided into 5,24,68,358 (Five Crore Twenty Four Lakh Sixty Eight Thousand Three Hundred Fifty Eight) Equity Shares of face value Re. 1/- (Indian Rupees One) each.

Details of Changes in the Capital Structure

During the year financial year 2021-22, the Committee of Board of Directors of the Company, at their meeting held on August 20, 2021, approved the allotment of 40,87,500 Equity Shares of face value of Re. 1/- each pursuant to conversion of 40,87,500 Fully Convertible Warrants (“Warrants"), issued as on February 18, 2021 at an issue price of Rs. 10/- each, by way of preferential allotment, to the persons belonging to "Promoter and Promoter group" category.

Details of the persons belonging to "Promoter and Promoter group" category, No of Equity Shares & warrants allotted on preferential basis, No. of Equity Shares allotted upon conversion of warrants and No. of Warrants left after conversion are as follows:

S.	Name of Allottees	No of Equity	No. of	No. of Equity Shares	No. of Warrants
No.		Shares	Warrants	allotted upon conversion	left after
		(allotted on	(allotted on	of warrants	conversion
		18.02.2021)	18.02.2021)	(as on 20.08.2021)
1	Abhishek Singhania	30,00,000	41,00,000	18,50,000	22,50,000
2	J K Traders Ltd	33,70,000	49,19,000	22,37,500	26,81,500

During the year under review, the Committee of Directors of the Company at their meeting held on August 16, 2022 has considered and approved the allotment of 48,76,106 Equity Shares of Face Value of Rs. 1/- each, pursuant to conversion of warrants into equivalent number of Equity Shares, which were allotted on February 18, 2021 at the Issue Price of Rs. 10/each.

The details of allotment are as follows:

S.No.	Name of Allottee	No. of Equity Shares allotted upon conversion of warrants
1	Abhishek Singhania	21,94,606
2	J K Traders Ltd	26,81,500
	Total	48,76,106

Out of 41,00,000 warrants allotted to Mr. Abhishek Singhania, total no. of 55,394 warrants were forfeited due to non exercise of warrants by Mr. Abhishek Singhania.

Further, during the year under review, the Board of Directors of the Company at its meeting held on April 12, 2022, and Shareholders of the Company in its Extra Ordinary General meeting held on May 7, 2022 has approved the preferential issue of 59,89,330 Fully Convertible Warrants (“Warrants”) of face value Rs. 1/-(Rupees One Only) each, aggregating up to Rs 38,93,06,450 at an issue price of Rs. 65/- per warrant, to the below mentioned persons belonging to the Promoter & Promoter Group:

S.No.	Name of Allottees	Category	No. of Warrants
1	Abhishek Singhania	Promoter	49,05,940
2	Pioneer Projects Limited	Promoter Group	10,83,390

Further, the Committee of Directors of the Company at their meeting held on June 11, 2022 has, considered and approved the allotment of 5,989,330 Fully Convertible Warrants to the persons belonging to the Promoter & Promoter Group at an issue price of Rs. 65/- per warrant by way of preferential allotment to following person:

S.No.	Name of Allottees	Category	No. of Warrants
1	Abhishek Singhania	Promoter	49,05,940
2	Pioneer Projects Limited	Promoter Group	10,83,390

Subsequent to FY 22-23 the Committee of Directors of the Company at their meeting held on June 26, 2023 has, considered and approved the allotment of 59,89,330 Equity Shares of Face Value of Re. 1/- each, pursuant to conversion of warrants into equivalent number of Equity Shares, which were allotted on June 11, 2022 at the Issue Price of Rs. 65/- each to the Promoter & Promoter Group, on preferential basis pursuant to the exercise of options attached to the Warrants allotted on June 11, 2022.

The details of allotment are as follows:
S.N	Name of Allottee	No. of Equity Shares allotted upon conversion of warrants
1	Abhishek Singhania	49,05,940
2	Pioneer Projects Limited	10,83,390
	Total	59,89,330

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stands increased to Rs. 5,84,57,688/- (Rupees Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight only) divided into 5,84,57,688 (Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) Equity Shares of face value Re. 1/- each.

Further, The Board of Directors of your Company has at their meeting held on July 09, 2023 considered and approved the raising of funds by way of the Rights Issue of Equity Shares, to eligible equity shareholders of the Company for a maximum amount not exceeding Rs.150 Crores (Rupees One Hundred Fifty Cores) subject to applicable laws.

Details raising of funds by way of right issue are as follows:

S.No	Particulars	Details
1	Details of Securities	Fully paid up equity shares of INR. 1 each.
2	Type of Issue	Right Issue of Equity Shares
3	Equity Shares offered through the issue	5,84,57,688
4	Face Value per equity shares	INR 1/-
5	Issue Price Per equity shares	INR 25/-
6	Rights Entitlement Ratio	1 Equity share for every 1 Equity share held by the eligible Equity shareholders in the Company as on record date to be notified later
7	Outstanding Equity Shares before right issue	5,84,57,688 Equity Shares of INR 1/- each
8	Outstanding Equity Shares post right issue (assuming full subscription)	11,69,15,376 Equity Shares of INR 1/- each

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

During the year under review There is no variation/deviation in utilization of funds raised through preferential issue in terms of regulation 32 (1) & (4) of Listing Regulations.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

• Ratio of the remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2022-23:

S. No	Name	Designation	Remuneration Paid (2022-23) (Rs.)	Ratio of Remuneration of each Director to the median remuneration of employees
1	Mr. Partho Pratim Kar	Non-Executive Non Independent Director	12,00,000	2.26

• Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2022-23:

S. No	Name	Designation	Percentage (%) increase in remuneration
1	Mr. Partho Pratim Kar	Non-Executive Non-Independent Director	0
2	Mr. Sanjay Jain*	Chief Financial Officer	0
3	Mr. Abhishek Pandey**	Company Secretary & Compliance Officer	0

Notes:

* Mr. Sanjay Jain was appointed as Chief Financial Officer of the Company w.e.f. May 01, 2022.

** Mr Abhishek Pandey has resigned from the office of the Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of April 14, 2023 and Mr Yogesh Sharma was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. April 18, 2023

• The percentage increase in the median remuneration of Employees for the financial year was 7.52 %.

• The Company has 5 permanent Employees on the rolls of Company as on 31st March 2023.

• Average increase made in the salary of employee other than the managerial personnel in the financial year was 71.76%.

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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: During the FY 2022-23, 71.76% is average increment other than managerial personnel from the FY 2021-22 to 2022-23. There has been no change in the overall remuneration of managerial personnel during FY 2022-23

• It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

• Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the aggregate, was not less than One Crore and Two lakh rupees: NIL.

• Details of employees Employed for a part of the financial year who were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL.

• Details of employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

13. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OFEMPHASIS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the

going concern status and the Company’s operations in future.

• Land Ownership Dispute Rishra, District Hooghly, Kolkata

In and around May, 2021 a demand was raised upon the company by Rishra Municipality to pay the outstanding tax in respect of the land. The company in order to comply with the demand raised by the Municipality and in lieu of practicing good governance, the company paid the outstanding amount. Thereafter, the company made an application before the municipality for name change in the mutation

record from JK Steel Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality circulated a public notice thereby inviting objections/suggestions from the public at large. No objections or dispute was raised by any person. Hence, Rishra Municipality after following due process of law, was pleased to grant mutation in favour of the company.

That while the company was in the possession of the land, there was an order from the High Court of Calcutta directing the Official Liquidator of Rishra Steel Ltd. to take charge and custody of the land. The company had filed appeal against the said order before the Division Bench, High Court of Calcutta. The High Court during the pendency of the matter has recorded an observation disputing the ownership of the land in question. It is pertinent to note that the official liquidator who is claiming the ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance deed. The aforesaid appeal has been disposed off by the High Court, giving the company liberty to agitate all the claims before the NCLT, Calcutta. In light of the above and based on the true facts and circumstances the company has filed an application for intervention in the Company Petition pending before the Hon’ble NCLT, Kolkata and has further tendered various notes which are on record before the bench for determining its ownership rights in view of the title documents and land records.

14. PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet under Section 73 and 74 of the Companies Act, 2013.

15. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Any actual or potential violation, howsoever insignificant or perceived as such is a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Company cannot be undermined.

In compliance with the provisions of Section 177 of the Companies Act 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, a Whistle Blower Policy/ Vigil Mechanism was established for directors and employees to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behaviour, violation of the Company’s Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests of the business of the Company. Whistle Blowers may send their concerns/complaints to the Chairman of Audit Committee in a sealed envelope marked confidential, for appropriate action. The Whistle Blower Policy/ Vigil Mechanism provides a mechanism for employees and Directors of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. The Vigil Mechanism provides for adequate safeguards against victimization of employees and Directors who use the Vigil Mechanism.

During the year under review No complaint/grievance under Whistle Blower has been received by the Company.

The Whistle Blower Policy has been posted on the website of the Company at the link: https://www. jaykayenterprises.com/Policies.html

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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, the Company has adopted a Prevention of Sexual Harassment (POSH) Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee have also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

Details regarding complaints pending at the beginning, received and disposed of during the Financial Year 2022-23 etc. are disclosed in the Corporate Governance Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company’s profits, net worth and turnover are far below the criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not applicable to the Company during the F.Y. 2022-23.

Annual report on Corporate Social Responsibility is annexed hereto as Annexure -1

18. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Risk management is an indispensable part of the Company’s strategy. The Company operates in an environment wherein various types of risks emanating from internal as well as external sources which, if not managed properly, could lead to disruption in business and impact the attainment of main objectives of the organization.

The Company has been addressing various risks impacting the Company and the Company’s documented Risk Management Policy acts as an effective tool in identifying, evaluating and managing significant risks and prioritising relevant action plans in order to mitigate such risks. The Risk Management Policy has been posted on the website of the Company at the link: https://www.jaykayenterprises.com/Policies.html

20. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and Senior Management. The Nomination and Remuneration Policy is available and can be accessed from the website at the link: https://www.jaykayenterprises.com/Policies.html

21. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Indian Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Independent Directors approves Related Party Transactions. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at the link: https://www.jaykayenterprises.com/Policies.html

22. AUDITORS’ REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2023.

There is no qualification, reservation or adverse remark or disclaimer made in the Auditor’s Report, needing explanations or comments by the Board.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

24. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its associate have adopted “IND AS” with effect from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.

25. INTERNAL CONTROL SYSTEM• INTERNAL CONTROL

The Company’s internal control system is commensurate with its size, scale and complexities of its operations. An Independent firm of Chartered Accountants carries out Internal Audit on regular intervals to detect flaws in the system. Internal Audit report are prepared on the respective areas to create awareness and corrective actions are taken to rectify them. These reports are reviewed by the Audit Committee of the Board for follow up action.

The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

• INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures which commensurate with the size & nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board was comprised of 6 (six) Directors, out of which 1 (one) was a Promoter and Executive Director (Chairman and Managing Director), 2 (two) were Non-Executive and Non-Independent Directors and 3 (three) were Non-Executive Independent Directors.

Further, during the year under review and till date of this report, following changes occurred in directorship and key managerial personnel of the Company:

DIRECTORS APPOINTMENTS• Mr. Maneesh Mansingka

The Board of Directors of the Company have approved the proposal for the candidature for appointment of Mr. Maneesh Mansingka (DIN: 00031476) as Non-Executive Non-Independent Director of the Company in its meeting held on April 12, 2022 and the members of the Company in the Extra-ordinary General Meeting of the Company held on May 07, 2022, have approved the appointment of Mr. Maneesh Mansingka as Non-Executive Non-Independent Director of the Company.

• Mr. Rajiv Bajaj & Mr. Rajesh Relan

Mr. Rajiv Bajaj (00011638) and Mr. Rajesh Relan (DIN 00505611) were appointed as an additional director on the Board of the Company with effect from August 10, 2022. Their appointment as an Non-Executive Independent Director was approved by the members of the Company at the 76^th Annual General Meeting of the Company held on September 20, 2022 for a term of 5 (five) consecutive years, commencing from August 10, 2022.

RE-APPOINTMENT OF DIRECTOR• Mr. Partho Pratim Kar

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Members of the Company at their 76^th Annual General Meeting held on September 20, 2022 had re-appointed Mr. Partho Pratim Kar (DIN: 00508567) Non-Executive Non-Independent Director of the Company, who was liable to retire by rotation.

None of the above Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

The appointment of new directors is recommended by the Nomination and Remuneration Committee (‘NRC’) on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. For appointment of an independent director, the NRC evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, determine the role and capabilities required of an independent director. The Board, on the recommendation of the NRC, evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

DIRECTORS CESSATIONS• Mr. Anil Kumar Dalmia

With deep regret, we report the sad demise of our Non-Executive Independent Director, Mr. Anil Kumar Dalmia (DIN 00789089) on April 11, 2022. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Dalmia to the Board during his tenure as a director.

• Dr. Krishna Behari Agarwal

Due to health issues and other commitments, Dr. Krishna Behari Agarwal (DIN:00339934) Non-Executive Independent Director has resigned from the Board of the Company with effect from June 15, 2022.

• Mr. Ravindra Kumar Tandon

Due to other commitments, Mr. Ravindra Kumar Tandon (DIN 00159472) Non-Executive Independent Director has resigned from the Board of the Company with effect from August 17, 2022.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company’s Articles of Association, Mr. Maneesh Mansingka, Non-Executive Non-Independent Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Brief profile of Mr. Maneesh Mansingka is provided in the Notice of ensuing 77^th AGM. Appropriate resolution for his re-appointment is being placed for the approval of the members of the Company at the ensuing 77^th AGM.

KEY MANAGERIAL PERSONNEL

• Mr. Abhishek Singhania

The members of the Company at the 75^th Annual General Meeting held on September 28, 2021 approved the appointment of Mr. Abhishek Singhania (DIN-00087844) as Managing Director of the Company for a period of three years commencing from July 1, 2021 to June 30, 2024. Further, the Board of Directors has re-designated Mr. Abhishek Singhania as ‘Chairman and Managing Director’ of the Company in its meeting held on April 12, 2022.

Mr. Abhishek Singhania belongs to promoter and promoter group of the Company and a Singhania scion.

• Mr. Sanjay Kumar Jain

The Board of Directors of the Company, in its meeting held on April 12, 2022 have approved the appointment of Mr. Sanjay Kumar Jain (ICAI Membership No: 89301) as the Chief Financial Officer (CFO) of the Company with effect from May 01, 2022.

• Mr. Abhishek Pandey (Post FY 2022-23)

Mr. Abhishek Pandey (Membership No.: ACS 21958) has resigned from the post of, Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of April 14, 2023 to pursue other career opportunities The Board places on record its appreciation for the valuable contribution made by Mr. Abhishek Pandey during the course of his service.

• Mr. Yogesh Sharma (Post FY 2022-23)

The Board, on the recommendation of NRC, has appointed Mr. Yogesh Sharma (Membership No.: ACS 29286) as the Company Secretary and Compliance Officer of the Company with effect from April 18, 2023.

27. MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at least four times in a year, within a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part-A of Schedule II of the Listing Regulations. The dates for the Board and Committee Meetings are generally decided in advance and communicated to the directors in timely manner. The Board also meet and conduct additional meetings as and when required and thought fit. The Management discuss the items to be included in the Board/Committee(s) agenda. The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled during the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of Chairman of the meeting and with the consent of majority of the Board/Committee members present in the Meeting, including independent director(s). The Senior Management officials are also invited to various Board / Committee meetings to provide additional input on the matters being discussed by the Board and its Committees.

The Board has constituted various committees viz., Audit Committee (“AC"), Nomination and Remuneration Committee (“NRC"), Stakeholders Relationship Committee (“SRC"), in compliance with the requirements of Companies Act, 2013 and Listing Regulations .

During the financial year 2022-23, Five Board Meetings were convened and held the details of which are given in the Corporate Governance Report forming part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

The details of meetings of Board and Committee(s) and changes in composition of the Committee(s) during the Financial Year 2022-23 have been provided under the Corporate Governance Report forming part of this Annual report.

28. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, The Board in coordination with and the recommendation of the Nomination and Remuneration Committee (NRC), carried out an annual evaluation of the performance of the entire Board, its Committees and of individual directors including Independent Directors based out of the criteria and framework adopted by the Board. The Board considered and discussed the inputs received from the Directors.

A structured questionnaire was prepared, covering various aspects of functioning of the Board and its Committees, such as adequacy of constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meetings, Board’s focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual director’s performance,

the questionnaire covers various aspects like his/her skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; sufficient understanding and knowledge of the Company and the sector in which it operates; understanding and fulfilling the functions as assigned to him / her as director; ability to function as an effective team member; actively takes initiatives with respect to various areas; availability for Board meetings and attends the meeting regularly and timely, without delay; adequate commitment to Board and the Company; effective contribution to the Company and in the Board meetings; demonstrating highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.) and exercise of his / her own judgment and voices opinion freely.

During the evaluation process, Board members submitted their response on a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board. The independent directors met separately without the presence of non-independent directors and discussed, inter-alia, the performance of non-independent directors and Board as a whole and the performance of the Chairman of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

Based on majority of the feedback, the directors expressed satisfaction with the overall evaluation process.

29. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Listing Regulations the Independent Directors of the Company have given a written declaration to the Company confirming that they meet the criteria of independence as stipulated under Act and Listing Regulations, and also that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with the Listing Regulations, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence/proficiency possessed by the Directors is given in detail in the Report on Corporate Governance forming part of the Annual Report.

The Company has taken requisite steps for inclusion of the names of all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, (“IICA”). Accordingly, the Independent Directors of the Company have registered themselves with the IICA.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care for 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;

(iv) They have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. AUDITORS AND AUDITOR’S REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with relevant rules made there under, M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No. 000186C) were appointed as Statutory Auditor of the Company at 76^th AGM of the Company held on September 20, 2022 to hold office as Statutory Auditors for a period of five (5) consecutive years, until the conclusion of the 81^st AGM to be held in the year 2027.

M/s P.L. Tandon & Co. has given unmodified opinion on the Company’s standalone and consolidated financial statements for FY 2022-23. The Company continues to adopt best practices to ensure the regime of unmodified Financial Statements.

Auditor’s Report on the standalone and consolidated financial statements of the Company for FY 2022-23 forms part of the Annual Report. The auditor’s report does not contain qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s Banthia & Company, Company Secretaries (Peer Review Number:1822/2022), were appointed as Secretarial Auditors of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is enclosed as ”Annexure-2”.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act except to the extent as mentioned below:

- During the financial year 2022-23 the Company has made delayed submission of Regulation 31 -Shareholding Pattern and Regulation 33 - Limited review report for the quarter ended June 30, 2022 to which the BSE has imposed fine of INR. 2,360/- and INR 11,800/- respectively And the Company has duly paid the fines as imposed by the BSE and made applications for waiver.

- Further none of the Independent Director of JayKay Enterprises Limited was appointed as the director on the Board of unlisted material subsidiary i.e. Neumesh Labs Private Limited during the financial year 2022-23.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial compliance issued by M/s. Banthia & Company, Company Secretaries for the FY ended March 31, 2023 has been submitted to stock exchanges within the prescribed timeline.

For good corporate governance, the company is required to change the Secretarial Auditor of the Company at regular interval. In this regard, M/s Varuna Mittal & Associates, Company Secretaries has been finalized as the Secretarial Auditor of the Company for the financial year 2023-24.

In accordance with Regulation 24A of the Listing Regulations, M/s Varuna Mittal & Associates, Company Secretaries, the Secretarial Auditor of Neumesh Labs Private Limited conducted the Secretarial Audit for the FY 2022-23. The Secretarial Audit Report of Neumesh is annexed herewith as “Annexure-2A” to this Board Report.

The Secretarial Audit Report of Neumesh confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except for non-appointment of the Independent Director of JKE on the Board of Neumesh for the financial year 2022-23.

The Board confirms that Mrs. Renu Nanda (DIN: 08493324) Non-Executive Independent Director on the Board of your Company has been appointed as a Director of Neumesh Labs Private Limited (“Neumesh”) w.e.f. May 29, 2023.

Internal Auditor

Pursuant to the provisions of Section 138 read with Rule13 of the Companies (Accounts) Rules, 2014 your Company has engaged the services of M/s. Alok Pandey & Company, Chartered Accountants to conduct the internal audit of the functions and activities of the Company for the Financial Year 2022-2023.

And based on internal audit activities carried out by them it was reported that the internal controls are adequate and are operating effectively and commensurate with the size and the nature of business operations.

32. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act and that such systems are adequate and operating effectively.

33. ANNUAL RETURN

In terms of Section 92, 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is placed on the website of the Company, at the link: https://www.jaykayenterprises.com/Annual_Return.html

34. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Jaykay Enterprises Limited, the Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as per Regulation 34 of the Listing Regulations, for the year under review is presented in a separate section forming part of the Annual Report for the financial year 2022-23.

36. STATUTORY INFORMATIONInformation as per sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, are furnished hereunder:

A. Conservation of Energy

a) Steps taken for energy conservation / utilizing alternate source of energy: The business operations does not account for substantial energy consumption. However, the Company is taking all possible measures and gives priority to conserve energy.

Your Company has taken following significant energy conservation measures:

• The Company focused on replacement of existing fixtures LED lights for energy efficiency.

• The equipments, accessories and fitments are under regular preventive maintenance and proactive functionality checks;

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation measures taken from time to time have resulted in considerable reduction of energy and thereby reducing the cost.

B. Research & Development (R & D): NAC. Technology Absorption:

(a) & (b) Efforts in brief, made towards technology absorption, adaptation & innovation and Benefits derived as a result of these efforts, e.g. product improvement, cost reduction, product development, import substitution etc.- NIL

(c) In case of imported technology (imported during last 5 years reckoned from the beginning of the financial year), following information may be furnished: NIL

(d) The expenditure incurred on Research & Development: NIL

D. Foreign Exchange Earnings and Outgo

During the year under review, the details of Foreign Exchange earnings and Outgo of the Company are as under

Foreign Exchange earnings: - NIL Outgo-NIL

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

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

38. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company hasn’t entered any sort of OTS (One- Time Settlement) with banks, financial institutions in respect of any type of secured loans, unsecured loans, Lease or any other type of credit facilities in respect of its indebtedness, furthermore there weren’t any significant differences in respect of valuation while obtaining loan from banks, financial institutions during the financial year ended March 31, 2023.

39. ADDITIONAL INFORMATION Update on Land at Jhalawar, Rajasthan

With respect to the matter of transfer of land situated at Prithvipura, Jhalawar, Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village (MVV), the District Collector Jhalawar, Rajasthan had sought approval from the Industries and Commerce Department (Group-II), Government of Rajasthan for the transferring of leasehold rights from Jaykay Enterprises to MVV.

Further, the Industries and Commerce Department (Group-II), Government of Rajasthan vide letter dated 16^th June 2023 have provided approval to the District Collector, Jhalawar for transferring of leasehold rights in favour of MVV for the remaining period of 99 (ninety-nine) years to be reckoned from the date of allotment.

GENERAL

No disclosure or reporting is made in respect following items, as there were no transactions during FY 2022-23:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There were no amount proposed to be transferred to the general reserves;

• In terms of the provisions of Section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2023;

• No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

• The details about the policy developed and implemented by the Company on corporate social responsibility initiatives taken.

• There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution;

• There was no revision in the financial statements;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations;

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2023.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State and the Central Governments and various regulatory authorities in India.

Your Company’s employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholder is also greatly valued. Your Directors look forward to your continued support.

1

Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

2. PERFORMANCE OF THE COMPANY AND STATE OF COMPANY’S AFFAIRS State of affairs during FY 22-23

During the year under review, Jaykay Enterprises Limited (“the Company”) has acquired 99% stake in Bangalore based partnership firm M/s. Silvergrey Engineers (SGE) inter-alia engaged in manufacturing and supply of parts and accessories to defence equipment manufacturing industry, catering to Customers including HAL, BEL, ISRO, Gas Turbine Research Establishment, Aeronautical Development Agency, Tata Advance Systems amongst others. SGE presently has manufacturing facilities located at Bengaluru. The Company has positive future outlook for the said firm.

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Mar 31, 2015

Dear members,

The Directors presents the Annual Report and Audited Statements of Account for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

2014-15 (Rs. in Lacs)

Revenue from operations 33.25

Other Income 521.98

Profit before Depreciation & Tax 113.28

Depreciation 8.90

Profit before Tax 104.38

Tax Expenses (MAT) 18.20

Profit After Tax For the Year 86.18

Balance brought forward from Previous Year 3439.34

Adjustment of Depreciation 4.55

Balance carried to Balance Sheet 3520.97

2. OVERALL PERFORMANCE:-

During the year under report your Company's main income has been from Registrar and Share Transfer Agent's activities. Besides, the Company also earned income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax remained Rs. 113.28 Lacs. Since Company's net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.18.20 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year remained Rs.86.18 lacs.

3. REHABILITATION PACKAGE

As reported earlier proceeding under the provisions of The Sick Industrial Companies Act, 1985 (the 'SICA') is undergoing before Board for Industrial & Financial Reconstruction ('BIFR'). The Audited Balance Sheet of the Company as at 31.03.2013 shows that the Company's Net worth turned positive. As per legal advice your Company moved an application before BIFR seeking de- registration from BIFR in order to come out from the purview of SICA and the said application is pending for disposal.

4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY

The Company has no Subsidiary Company but only one Associate Company, J.K. Cotton Ltd. In terms of 3rd proviso to Rule 6 of the Companies (Accounts) Rules, 2014 and as per Board's decision attaching the report on performance and financial position of the Associate Company has been dispensed with.

5. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 3,71,34,752/-. During the year under review, the Company has not issued any further shares.

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

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

8. PERSONNEL

No employee drawn remuneration in excess of the limits as specified under the amended provisions of Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014 throughout or part of the financial year under review.

None of the employee is a relative of any Director of the Company. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designation Remuneration paid No. 2014-15 2013-14

1 Mr. Ashok Gupta* Managing 1240519 N.A. Director (KMP)

2 Mr. Chandra Prakash Sr. General 725802 N.A. Agarwal** Manager (Taxation) & Chief Financial Officer (KMP)

3 Mr. Prabhat Kumar Dy. Manager 673173 N.A. Mishra (Legal) & Company Secretary (KMP)

S. Name Increase in Ratio/time per No Remuneration Median of from previous employee year remuneration

1 Mr. Ashok Gupta* N.A. 4.01

2 Mr. Chandra Prakash N.A. 2.35 Agarwal**

3 Mr. Prabhat Kumar N.A. 2.18 Mishra

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS

No significant or material order has been passed by the Regulator or Courts or Tribunals during the financial year.

10. CORPORATE GOVERNANCE

A report on Corporate Governance alongwith the Auditors' Certificate on its compliance, forms an integral part of this Report.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.

12. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in annexed Corporate Governance Report. The Risk Management Policy has been posted on the website of the Company.

14. REMUNERATION POLICY

The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and Board for approval. Board of Directors approves yearly pecuniary transaction limits with individual related party. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.

16. AUDITORS' REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2015. Auditors' Report to the shareholders does not contain any qualification in the financial statements for the year under report.

17. INTERNAL CONTROLS

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

18.1 Your Directors express their profound grief and sorrow on the sad demise of Dr. Gaur Hari Singhania (DIN 00054848), Promoter Director and Chairman of the Board of Directors. Dr. Gaur Hari Ji was a well known figure in the business world and has been associated with several public corporate and government companies. Apart from his business interest he was deeply involved with the educational, medical, sports, cultural and social activities of the Kanpur City. He was the founder Chairman of U.P Stock Exchange and founder Patron of Associated Chamber of Commerce. He was President/Chairman of U.P Cricket Association. His demise is a great loss not only to your Company but to the city of Kanpur and the state of U.P Your Directors pay their respectful homage and tribute to this extraordinary human being, a great leader, an iconic industrialist and a leading statesman.

18.2 Your Directors also express their grief and sorrow on the sad demise of Shri Govind Hari Singhania (DIN 00159580), Promoter Director and Vice-Chairman of the Company. He had been the Director in the Company since 1980. He held important positions viz. Past-President of the Associated Chambers of Commerce & Industry of India (ASSOCHAM), International Chamber of Commerce (ICC), Association of Synthetic Fiber Industry (ASFI), Association of Manmade Fiber Industry (AMFI), Merchants' Chamber of Uttar Pradesh and as Chairman of Board of Governors of Indian Institute of Technology (IIT), Kanpur. The Board remembered with gratitude leadership and advice provided by him.

18.3 Shri Yadupati Singhania (DIN 00050364) a Promoter Director has relinquished from the office of Managing Director & CEO of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Yadupati Singhania during his tenure.

18.4 After the resignation of Shri Yadupati Singhania from the office of Managing Director & CEO, on September 1, 2014 Shri Ashok Gupta (DIN 00135288) has been appointed as Managing Director of the Company.

18.5 Shri Ramapati Singhania (DIN 00247419), a Promoter Director has relinquished from Directorship of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Ramapati Singhania during his tenure.

18.6 Shri Jagendra Swarup (DIN 00164708), Independent Director have left for heavenly abode. Your Company expressed tribute and gratitude for his contribution to the Company.

18.7 Smt. Vidhi Nidhipati Singhania (DIN 00293520),

as an Additional Director pursuant to Section 161 of the Companies Act, 2013 with effect from August 13, 2014 holds office upto the date of the ensuing AGM. The Company has received requisite Notice from a Member under section 160 of the Companies Act, 2013 proposing the name of Smt. Vidhi Nidhipati Singhania for appointment as Director of the Company.

18.8 In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Ashok Gupta (DIN 00135288) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

18.9 With the coming into force of the Companies Act 2013, the Board appointed the existing Independent Directors viz Dr. Krishna Behari Agarwal, Shri Ravindra Kumar Tandon, Shri Anil Kumar Dalmia and Shri Kedar Nath Mehrotra as Independent Directors each for a term upto five years under the Act. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

19. KEY MANAGERIAL PERSONNEL

During the year under report, the Company has ratified the appointment and/or appointed the following Officials as Key Managerial Personnel:-

S.No Name of the Official Designation

1 Shri Ashok Gupta Managing Director*

2 Shri Chandra Prakash Agarwal Sr. General Manager (Taxation) & CFO**

3 Shri Prabhat Kumar Mishra Dy. Manager (Legal) & Company Secretary

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

20. Meetings of the Board of Directors

During the year 2014-15, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Chairman and other Non-Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

22. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care for 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;

(iv) They have prepared the annual accounts on a going concern basis; and

(v) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

23. STATUTORY AUDITOR

M/s. PL. Tandon & Co., Chartered Accountants, Kanpur, Statutory Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Section 139 read with Section 141 of the Companies Act, 2013. You are requested to consider their appointment.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Banthia & Company, Kanpur, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year 2014-15 is annexed herewith as "Annexure - A".

There is no secretarial audit qualification for the year under report.

25. STATUTORY INFORMATION:-

25.1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

25.2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as "Annexure -B" and forms an integral part of this Report.

26. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work. Your Directors also wishes to thank the Shareholders/Stakeholders.

FOR AND ON BEHALF OF THE BOARD

ASHOK GUPTA Dr. K. B. AGARWAL Place : Kanpur Managing Director Director Dated: 26th May, 2015 DIN 00135288 DIN - 00339934

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Mar 31, 2014

TO THE MEMBERS

The Directors presents the Annual Report and audited Statements of Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

2013-14

(Rs. in Lacs)

Revenue from operations 42.25

Other Income 476.23

Profit before Depreciation & Tax 186.43

Depreciation 5.80

Profit before tax 180.63

Tax Expenses (MAT) 33.81

Profit after Ta x for the year 146.82

Balance brought forward from previous year 3292.52

Balance carried to Balance Sheet 3439.34

2. OVERALL PERFORMANCE

During the year under report your Company''s main income has been from Registrar and Share Transfer Agent''s activities. Besides, the Company also had income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax was Rs.186.43 Lacs. Since Company''s net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.33.81 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year is Rs.146.82 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last year, on moving SLP by Kota Workers'' Union and Staff Associations the Hon''ble Supreme Court stayed order of Rajasthan High Court and further allowed the "Rehabilitation Process to continue." In compliance with the directions of the Hon''ble Supreme Court, M/s. Arafat Petrochemicals Pvt. Ltd., the purchaser of Kota Units had submitted a Modified Draft Rehabilitation Scheme (MDRS) before BIFR stating the reason that the existing Kota Plants were of obsolete technology and were in dilapidated condition and could not be restarted in its present condition. The said scheme is pending for final approval. These factors are creating hurdles in further revival of the Company.

5. AUDITORS'' REPORT

Auditors'' Report to Shareholders does not contain any disqualification and/or matter of emphasis.

6. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

7. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance

Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

8. PARTICULARS OF EMPLOYEES

No employee drawn remuneration in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

9. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

11. DIRECTORS

(a) Dr. Gaur Hari Singhania''s (DIN 00054848) term as Chairman of the Company is expiring on 31st August, 2014. The Remuneration Committee in its meeting has considered the matter and observed that Dr. Gaur Hari Singhania has been associated with the Company since 1954 holding various important positions such as Managing Director and Chairman. In view of his long association with the Company and the vast experience with the industry, it was felt by the Remuneration Committee considered and recommended that Dr. Gaur Hari Singhania be appointed the Non- Executive Chairman for a period of 5 (five) years with effect from 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting, so that the Company may take advantage of his rich experience and knowledge, without any remuneration, perks and perquisites.

Dr. Gaur Hari Singhania shall be a rotational Director of the Company and liable to retire by rotation at Annual General Meeting.

(b) Shri Govind Hari Singhania''s (DIN 00159580) term as Vice-Chairman of the Company is expiring on 31st August, 2014. He has been associated with the Company since 1980 holding various important positions. In view of his long association and on the basis of recommendation of Remuneration Committee, he has been re-appointed as Non-Executive Vice Chairman of the Company for a period of 5 (Five) years w.e.f. 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting. His appointment is without any salary and perquisites.

(c) Two of your Directors namely Shri Ramapati Singhania(DIN 00247419) and Shri Anil Kumar Dalmia (DIN 00789089) will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

Subject to approval of shareholders in the ensuing General Meeting Shri Anil Kumar Dalmia (DIN 00789089) now being appointed/confirmed as an Independent Director for a term upto five consecutive years and to hold office till relevant Annual General Meeting as per provisions of Companies Act, 2013.

(d) During the year under the report Shri Kedar Nath Mehrotra (DIN 06749349) has been appointed as an Additional Director on the Board of Directors of the Company w.e.f. 12th August, 2013 and he holds the office up to the ensuing Annual General Meeting. The Company has received notice from a shareholder, proposing his candidature for the office of Director of the Company along with the requisite fees.

(e) In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. K.B. Agarwal (DIN 00339934), Shri Jagendra Swarup (DIN 00164708) & Shri Ravindra Kumar Tandon (DIN 00159472) being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors upto five consecutive years till respective Annual General Meeting. Respective notices have been received from member(s) proposing their candidature for the office of Directors of the Company. In the opinion of the Board Dr K.B. Agarwal, Shri Jagendra Swarup & Shri Ravindra Kumar Tandon fulfills the conditions specified in the Companies Act, 2013 and rules framed thereunder for their appointment as Independent Directors of the Company and are independent of the management.

12. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis

13. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur (ICAI Registration No.000186C), Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for reappointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

14. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work.

FOR AND ON BEHALF OF THE BOARD

Place: Kanpur (GAUR HARI SINGHANIA)

Dated: 29th May, 2014 CHAIRMAN

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Mar 31, 2013

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

2012-13 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 855.96

Profit before Depreciation 505.93

Profit for the year 499.87

Exceptional Items 3103.63

Profit before tax 3603.50

Tax adjustment of earlier year 111.60

Profit for the year 3715.10

Balance from previous year (422.58)

Balance carried to Balance Sheet 3292.52

2. OVERALL PERFORMANCE

During the year Company''s main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.505.93 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.3715.10 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2013 after adjusting aforesaid profit has become positive at Rs.3663.87 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last, Kota Workers'' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swarup and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Anil Kumar Dalmia has been appointed a director of the Company w.e.f. 28th May, 2012 in the casual vacancy caused due to resignation of Shri Kailash Nath.

11. RESPONSIBILITY STATEMENT

The Directors confirm that

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis

12. AUDITORS

M/s. PL. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 21st May, 2013 CHAIRMAN

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Mar 31, 2012

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

2011-12 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 537.15

Profit before Depreciation 174.00

Depreciation 5.61

Profit for the year 168.39

Exceptional Items (101.36)

Profit before tax 67.03

Provision for Income Ta x written back 334.71

Profit for the year 401.74

Balance from previous year (824.32)

Balance carried to Balance Sheet (422.58)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.174.00 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.401.74 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2012 after adjusting aforesaid profit was negative at Rs.51.23 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

The Company's net worth is still in negative and the Company continues to be a sick industrial unit under the provisions of SICA, 1985. Further, as reported last, Kota Workers' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings are given in the Notes on Financial Statements, in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Ramapati Singhania and Dr. K.B. Agawal will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Kailash Nath has ceased to be director consequent upon his resignation with effect from 4th November, 2011. Your directors wish to place on record their warm appreciation for the valued services and advice rendered by Shri Kailash Nath during tenure of his office.

(c) After close of the year Shri Anil Dalmia has been appointed as director of the Company in the casual vacancy caused due to resignation of Shri Kailash Nath. Your Directors wish to place their warm welcome to Shri Anil Dalmia on his induction on the Board.

11. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

12. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 28th May, 2012 CHAIRMAN

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Mar 31, 2011

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

2010-11 (Rs. in Lacs) Other Income 425.24

Profit before Depreciation 7.05

Depreciation 9.43

Profit for the year (2.38)

Extra Ordinary Items 254.06

Profit before tax 251.69

Provision for Income Tax -

Profit after tax 251.69

Balance from previous year (1076.01)

Balance carried to Balance Sheet (824.32)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.7.05 lacs. However, after depreciation and writing back of the excess provisions and certain other write backs, profit for the year was Rs.251.69 lacs. There is no income tax liability for the year due to brought forward losses. The net worth as at 31.3.2011 after adjusting aforesaid profit was negative at Rs.452.97 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As the Company's net worth is still in negative, the Company continues to be a sick industrial unit under the provisions of SICA, 1985. As reported last, despite the fact that the Company has implemented the scheme pertaining to Kota complex fully, yet Kota workers' unions continue to challenge the orders by filing cases before various judicial forums. Several cases filed by the workers' unions are continuing. In one of the cases, the matter has been referred to Supreme Court, which is pending. The Company is making its best efforts to protect it from adverse consequences. This is resulting in unavoidable costly litigations.

5. REDUCTION OF EQUITY SHARE CAPITAL

As reported last, the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each and accordingly the new Share Certificates have been dispatched to all the shareholders, who hold the shares in physical form and to the shareholders, who hold shares in de-mat form by crediting the new shares in their respective accounts.

The above new shares have been listed on the Bombay and UP. Stock Exchanges

6. CHANGE OF NAME OF THE COMPANY

During the year under report, the name of the Company has been changed to Jaykay Enterprises Limited' with effect from 15th October, 2010 vide fresh Certificate of Incorporation consequent upon change of name issued by the Registrar of Companies, U.P & Uttarakhand.

7. ALTERATION IN OBJ ECTS CLAUSE OF MEMORANDUM Of ASSOCIATION

During the year under report, the Objects Clause of the Memorandum of Association of the Company has been changed incorporating certain new business activities.

8. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

9. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

10. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

11. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

13. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Company's Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office or on its e-mail address.

14. DIRECTORS

Two of your directors namely Shri R.K. Tandon and Shri Kailash Nath will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

15. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

16. AUDITORS

M/s. PL. Tandon and Co., CharteredAccountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956You are requested to consider their appointment.

FOR AND ON BE HALF OF THE BOARD

(GAURHARISINGHANIA) CHAIRMAN

Place: Kanpur Dated :27th May, 2011

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Mar 31, 2010

The Directors submit the Annual Report and audited Statements of Account for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

2009-10

(Rs. in Lacs)

Other Income 619.00

Profit before Depreciation 213.26

Depreciation 9.54

Profit for the year 203.72

Extra Ordinary Items 661.54

Profit before tax 865.26

Provision for Interest on Income Tax 32.24

Profit after tax 833.02

Balance from previous year 16742.51

Less: Adjustment against reduction of capital (14833.48)

Balance carried to Balance Sheet (1076.01)



2. OVERALL PERFORMANCE

During the year, the Company had income only from interest, rent and Registrar & Transfer Agents activities. After meeting fixed over-head expenses, the prof for the year was Rs.203.72 lacs. After certain write back of provisions/suppliers accounts, write off of non-recoverable debts, the year resulted in a surplus before tax of Rs.865.26 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As reported last, pursuant to the order of Honble AAIFR all the Companys plants including Jhalawar plant have been sold and thus the Company has implemented the rehabilitation package approved by Honble AAIFR in toto except few assets. Sale proceeds received are utilized for discharging of liabilities. As the Companys net worth is still negative, it continues to be a sick industrial unit within the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. Despite the fact that the Company has already implemented the scheme, Workers Union(s) and Staff Association, Kota continue to file and challenge the orders at various judicial platforms on account of one or the other ground. Thus, several cases are pending at various levels of judiciary. Company is taking effective steps to protect it from adverse consequences. Besides, several old litigations and claims filed by various parties are also daunting the Companys efforts for revival.

5. REDUCTION OF EQUITY SHARE CAPITAL

During the year under report with a view to restructure its Balance Sheet and after seeking your approval, the Company filed a petition to Honble Allahabad High Court seeking their confirmation for reduction of its paid-up Equity Share Capital & Reserves by adjusting the same against accumulated losses of the Company, which was approved by the Honble Allahabad High Court by an Order dated 18th December, 2009. Accordingly the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each. New Share Certificates have been in process of dispatch to all the shareholders, who hold the shares in physical form.

As required, the Company has filed application for listing of new shares with Bombay and UP. Stock Exchanges, which is still in process and on getting approval the Demat Accounts of shareholders, who are holding shares in Demat form shall get credit with new equity shares.

6. CHANGE OF NAME OF THE COMPANY

As all the existing manufacturing activities of the Company have been dispensed with and the Board of Directors is exploring possibilities of new avenues, it has decided to change the name of the Company to Jay Kay Enterprises Limited, which may synchronise its new activities. Necessary resolution in this regard is contained in the notice of ensuing Annual General Meeting of the Company. You are requested to consider and approve the same.

7. ALTERATION IN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION

The Company proposes to alter Its Objects Clause contained in the Memorandum of Association so as to incorporate certain new business activities. Necessary resolutions in this regard are being circulated to the shareholders through Notice of Postal Ballot as required by law. You are requested to exercise your option through postal ballot and give your consent to the proposal.

8. NOTICE OF POSTAL BALLOT

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, a notice is being sent to all the shareholders seeking their assent/ dissent through Postal Ballot on the proposed Special Resolutions under Sections 17,149(2A) and 372A of the Companies Act, 1956. You are requested to consider and approve the same.

9. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors Report along with the Auditors Certificate on its compliance. However, Note on Management discussions and Analysis Report is not being given, as none of the Companys plants were in operation.

10. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors Report.

11. PARTICULARS OF EMPLOYEES

Statement of Employee getting salary in excess of the limits as specified under the provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review is appended. However, in terms of provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may send the request to the Company at its Registered Office.

12. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public. The unclaimed amounts relating to Public deposits redeemed by the Company relating to earlier years had been deposited by the Company in "Investors Education and Protection Fund" set up by the Central Government pursuant to the provisions of Section 205 C of the Companies Act, 1956 last year and there is no unclaimed amount remaining outstanding with the Company as on date.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

14. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Companys Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office.

15. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swamp and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) After close of the year, Shri K.V. Murthy has ceased to be a director consequent upon his resignation with effect from 1st May, 2010. Your directors wish to place on record their warm appreciation for the valuable services and advice rendered by Shri K.V. Murthy during tenure of his office.

16. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. AUDITORS

M/s. P. L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re- appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.



FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated :21st May, 2010 CHAIRMAN