Directors Report of Jyoti Global Plast Ltd.

Mar 31, 2025

Your Director have pleasure in presenting their 22nd Annual Report on the business and operation of
the company and the accounts for the financial year ended 31st March 2025.

1. Financial Summary or Highlights/Performance of the Company (Standalone)

The Board''s Report shall be prepared based on the stand-alone financial statements of the
company. (Rs.In

Lacs)

Particulars	2024-25	2023-24
Sales and Other Income	9379.79	8796.41
Less: Total Expenses	8575.59	8307.67
Profit before Tax (PBT)	804.20	488.74
Less: Current Tax	(198.84)	(103.52)
Deferred Tax	2.70	(23.69)
Net Profit after Tax (PAT)	608.06	361.53
Share Capital	1550.00	50.00
Reserves	584.48	1476.42
Total shareholder funds	2134.48	1526.42
Earnings Per Share
1) Basic

	3.90	2.37
2) Diluted
	3.90	2.37

2. Reserves & Surplus:

The Company has transferred Rs. 608.06 to the Reserves for the Financial Year ended March
31,2025.

3. Operations & State of Affairs of the Company:

During the financial year under review, the Company had not ventured into any new business and
had not carried out any business activities. New business avenues are still under consideration.

4. Change in the nature of business, if any:

There is no change in the nature of business for the financial year under review.

5. Capital Structure:

A) Authorized Share Capital

During the period under review, the Authorized share capital of the Company has been increased
from Rs. 50,00,000 (Rupees Fifty Lakhs Only) to Rs. 5,00,00,000 (Rupees Five Crores Only) divided
into 50,00,000 equity shares of Rs.10 (Rupees Ten Only) each as approved by the shareholders in
Extraordinary General Meeting held on 24th April, 2024.

Further vide Extra-Ordinary General Meeting Resolution dated 04th January, 2025 the equity share
capital has been increased from Rs. 5,00,00,000 (Rupees Five Crores Only) to Rs. 22,00,00,000
(Rupees Twenty Two Crores) divided into 2,20,00,000 (Two Crores Twenty Lakhs) equity shares
of Rs. 10 each.

B) Paid up share Capital

The paid-up share capital of the Company was increased from Rs. 50,00,000 (Rupees Fifty Lakhs)
divided into 5,00,000 shares of 10 (Rupees Ten Only) each to 15,50,00,000 (Fifteen Crore Fifty
Lakhs) divided into 1,55,00,000 (One Crore Fifty Five Lakhs) shares of 10 (Rupees Ten Only) each
on account of:

• Allotment of 1,50,00,000 (One Crore Fifty Lakhs) Bonus Equity Shares of Rs. 10/- (Rupees
Ten Only) each fully paid-up aggregating to Rs. 15,00,00,000 /- (Rupees Fifteen Crore only)
to the existing shareholders by passing resolution at the meeting of the Board dated March
18, 2025.

6. Dividend:

Your Company has not declared any interim dividend during the financial year under review and
considering the financial position of the Company and future orientation, the Board did not
recommend any final dividend for the financial year ended March 31, 2025.

7. Details of new subsidiaries, associates and joint ventures:

Your Company does not have any Subsidiaries, Associates and Joint Ventures and during the
Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate of
the Company.

8. Directors and Key Managerial Personnel

The constitution of board and key managerial personnel during the year is as follows:

S. No	Name	Designation	Date of appointment	Date of cessation & Mode of Cessation
1.	Hiren Bhawanji Shah	Managing Director	06/01/2004	-
2.	Deven Bhawanji Shah	Whole-time Director	06/01/2004	-
3.	Bhawanji Khimji Shah	Director	06/01/2004	-
4.	Sharadchandra Kishorilal Patel	Independent Director	01/02/2025	-
5.	Gajanan Vinayak Godbole	Independent Director	01/02/2025	-
6.	Swati Sandeep Nivalkar	Independent Director	01/02/2025	-

9. Directors:

A) Changes in Directors and Key Managerial Persons:

During the period under review, there has been following changes in Directors and Key
Managerial Persons:

The designation of Mr. Deven Bhawanji Shah (DIN: 00467647) has changed from Director to
Whole Time Director and also appointed as Chief Executive Officer (CEO) of the Company by
the members at the Extra Ordinary General Meeting held on February 01, 2025.

The designation of Mr. Hiren Bhawanji Shah (DIN: 00467575) has changed from Director to
Managing Director by the members at the Extra Ordinary General Meeting held on February
01, 2025.

The designation of Mr. Bhawanji Khimji Shah (DIN: 00467483) has changed from Director to
Executive Chairman of the Company by the members at the Extra Ordinary General Meeting
held on February 01, 2025.

Mr. Gajanan Vinayak Godbole (DIN: 10910386) has been appointed as Non-Executive
Independent Director by the members at the Extra Ordinary General Meeting held on February
01, 2025.

Mrs. Swati Sandeep Nivalkar (DIN: 06922647) has been appointed as Non-Executive
Independent Director by the members at the Extra Ordinary General Meeting held on February
01, 2025.

Mr. Sharadchandra Kishorilal Patel (DIN: 01514926) has been appointed as Non-Executive
Independent Director by the members at the Extra Ordinary General Meeting held on February
01, 2025.

Mr. Karan Deven Shah has been appointed as Chief Financial Officer (CFO) of the Company by
the Board at the Board meeting held on February 01, 2025.

Ms. Shrutika Lalan Mandal has been appointed as Company Secretary of the Company by the
Board at the Board meeting held on February 01, 2025.

B) Declaration by an Independent Director(s) and reelection, if any:

In accordance to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent
Directors appointed by the members of the Company have given Declaration to the effect that
they meet all the criteria of Independence as per sub-section (6) of Section 149 of the
Companies Act, 2013 at the first meeting of the Board in which they participated as a Director,
at the first meeting of the Board in every financial year and thereafter whenever there was any
change in the circumstances which may affect their status of Independence.

C) Details of Managerial Remuneration required to be Disclosed in Board Report as per
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

NAME	AMOUNT (IN Lakhs)
Bhawanji K Shah	3.62
Deven B Shah	5.46
Hiren B Shah	5.47

D) Policy on director''s appointment and remuneration:

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of Directors and
policies of the Company relating to remuneration of Directors, KMP and other employees
is available on the Company''s website at www.iyotiglobalplast.com.

E) Disclosure of remuneration of employees covered under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

None the employees of the Company, who was employed throughout the financial year, was in
receipt of remuneration in aggregate of Rupees One Crore & Two lakhs or more or if employed
for the part of the financial year was in receipt of remuneration of Rupees Eight Lakhs & Fifty
Thousand or more per month.

10. Meetings:

Board Meetings

During the Financial Year 2024-25, the Company held 14 board meetings of the Board of Directors
as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
Companies Act, 2013 were adhered to while considering the time gap between two meetings.
Further, the requisite quorum was present for all the meetings.

No. of Meeting	Date of Meeting
1	April 01, 2024
2	June 25, 2024
3	August 27, 2024
4	September 05, 2024
5	October 24, 2024
6	January 03, 2025
7	February 01, 2025
8	February 24, 2025
9	March 03, 2025
10	March 18, 2025
11	March 21, 2025
12	March 24, 2025
13	March 29, 2025
14	March 31, 2025

Annual General Meeting:

The 22^nd Annual General Meeting of the company shall be held on Monday, 29^th September, 2025 at
03:00 p.m. at the registered office of the company.

Extra Ordinary General Meeting:

During the year, the Company held 6 Extra Ordinary General Meeting as per Section 100 of
Companies Act, 2013.

No. of Meeting	Date of Meeting
1	^^^^^^^^^^^^“September 18, 2024
2	October 25, 2024
3	January 04, 2025
4	February 01, 2025
5	March 05, 2025
6	March 25, 2025

11. Committees and its Composition

Pursuant to provisions of Section 177, 178 and other applicable provisions of the Companies Act,
2013, the company has constituted various committees, namely Audit Committee, Nomination and
Remuneration Committee and Stakeholder Relationship Committee.

The Composition of such committees is as follows:

Audit Committee:

Sr. No	Name	DIN	Designation
1	Gajanan Vinayak Godbole	10910386	Chairperson
2	Swati Sandeep Nivalkar	06922647	Member
3	Hiren Bhawanji Shah	00467575	Member

Nomination and Remuneration Committee:

Sr. No	Name	DIN	Designation
1	Sharadchandra Patel	01514926	Chairperson
2	Swati Sandeep Nivalkar	06922647	Member
3	Gajanan Vinayak Godbole	10910386	Member

Stakeholder Relationship Committee:

Sr. No	Name	DIN	Designation
1	Swati Sandeep Nivalkar	06922647	Chairperson
2	Gajanan Vinayak Godbole	10910386	Member
3	Sharadchandra Patel	01514926	Member

Internal Complaint Committee:

Sr. No	Name	Designation
1	Ms. Jaya Ambetkar	Presiding Officer
2	Mr. Karan Deven Shah	Member
3	Mr. Machhindra pansare	Member
4.	Ms. Suneeta Mane	External Member (NGO)

12. Deposit:

During the year, the Company did not accept any deposits from the general public and
shareholders in terms of the provisions of Section 73 of the Act. Further, no amount on account of
principal or interest on deposits from the public was outstanding as on March 31, 2025.

13. Statutory Auditors:

During the year, the members had appointed M/ s. RHDB and Co. LLP, Chartered Accountants (Firm
Registration No. 132490W) as Statutory Auditor of the Company to fill the casual vacancy caused
by resignation of M/s. Gosar & Gosar, Chartered Accountants (Firm Registration No. 103332W) at
the Extra Ordinary General Meeting held on February 01, 2025.

14. Auditors'' Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks
in their report are self-explanatory and do not call for any further comments.

15. Secretarial Audit and Secretarial Audit Report:

The provisions of section 2 04 of the Companies Act, 2013 are not applicable to the company, hence,
the company is not required to undertake the Secretarial Audit for the financial year 2024-25.

16. Disclosure as Maintenance of Cost Records under sub-section (1) of Section 148 of the
Companies Act, 2013:

The Company has maintained cost records as required under Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014.

17. Cost Auditor:

The Company is not required to appoint cost auditor under Section 148 of the Companies Act, 2013
for the financial year 2024-25.

18. Extract of Annual Return:

The Company has website and the annual return of the Company will also be published on the same
namely www.iyotiglobalplast.com

19. Risk Management Policy:

To ensure the effectiveness of our risk management framework, the Company has developed and
implemented a risk management policy which identifies major risks which may threaten the
existence of the Company. The same is also subject to its review from time to time. Risk mitigation
process and measures have been also formulated and clearly spelled out in the said policy. The
policy on Risk Management has been displayed on the Company''s website at
www.iyotiglobalplast.com.

20. Formal Annual Evaluation:

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance evaluation of the
non-executive directors and executive directors.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and
also its committees were undertaken in a separate meeting of Independent Directors without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors also assessed the quality, quantity and timeliness of information required for the Board
to perform its duties properly.

Based on the findings from the evaluation process, the Board will continue to review its procedures,
processes and effectiveness of Board''s functioning, individual Director''s effectiveness and
contribution to the Board''s functioning in the Financial Year 2024-25 with a view to practice the
highest standards of Corporate Governance.

21. Particulars of Loans, Guarantees or Investments Under Section 186

The Company has not made any Loans and Investments and Guarantees in relation to section 186
of the Companies Act, 2013 during the fiscal year.

22. Particulars of Contracts or Arrangements with Related Parties

The Related Party Transactions entered into by the Company during FY 2024-25 are in accordance
with Section 188 of the Companies Act, 2013 and appropriate disclosures regarding the same have
been made in Form AOC-2 as attached with the Board Report. The details of the Related Party
Transactions form a part of the Directors'' Report and also notes to the accounts of this Annual
Report.

23. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company''s goal has always been to create an open and safe workplace for every employee to
feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to
the best of their abilities. In line to make the workplace a safe environment, the Company has set
up a policy on prevention of sexual harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH
Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the
framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The
policy on Sexual Harassment has been displayed on the Company''s website at
www.jyotiglobalplast.com.

The Company has not received any complaints of work place complaints, including complaints on
sexual harassment during the year under review.

The Company has in place an Internal Complaints Committee (ICC) in compliance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

^^^^^^^^^^^^^^^^"During the Financial Year 2024-25
Number of complaints received	0
Number of complaints disposed of	0
Number of cases pending for more than 90 days	0

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Conservation of energy is of utmost significance to the Company. The operations of the Company
are not energy intensive, however every effort is made to ensure optimum use of energy by using

energy efficient computers, process and other office equipment. Constant efforts are made
through regular/ preventive maintenance and upkeep of existing electrical equipment to
minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities.

A) Conservation of Energy: Nil

B) Technology Absorption: Nil

C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was
Rs. Nil and the total foreign exchange earned was Rs. Nil

25. Details of policy developed and implemented by the company on its corporate social
responsibility initiatives

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility
are not applicable to the Company for the Financial Year 2024-25

26. Adequacy of Internal financial controls:

Your Company has Internal Control system to ensure an effective internal control environment that
provides assurance on the efficiency of conducting business, including adherence to the Company''s
policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of Accounting records and the timely preparation of reliable financial disclosures.

27. Establishment of Vigil Mechanism:

The Company has in place the Vigil Mechanism which provides mechanism to its directors, employees
and other stakeholders to raise concerns about any wrongdoing in the Company and provide for
adequate safeguards against victimization of the persons who avail this mechanism.

The Vigil Mechanism Policy and Whistle Blower Policy had been recommended by the Audit Committee
and thereafter approved and adopted by the Board of Directors of the Company. The Vigil Mechanism
and Whistle Blower Policy has been displayed on the Company''s website at www.jyotiglobalplast.com.

28. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report

During the period under review following material changes took place within the Company namely,

The Board at their meeting dated March 03, 2025 approved raising of capital through Initial Public
Offering (“IPO”).

Further, the Draft Red Herring Prospectus was approved by the Board of Directors and filed with the
National Stock Exchange of India Limited on March 31, 2025. The said Draft Red Herring Prospectus was
approved by the National Stock Exchange of India Limited (“NSE”) vide Approval Letter dated May 29,
2025.

Subsequent to receiving of approval from the National Stock Exchange of India Limited approving the
Draft Red Herring Prospectus (“DRHP”), the Company filed Red Herring Prospectus (“RHP”) with
National Stock Exchange of India Limited (“NSE”) on July 22, 2025, and Prospectus with National Stock
Exchange of India Limited (“NSE”) on August 07, 2025 which was approved by the National Stock
Exchange of India Limited (“NSE”) vide Approval Letter dated August 11, 2025.

The Company has successfully completed the Initial Public Offering (“IPO”) of its equity shares through
fresh issue of 53,70,000 Equity Shares of the face value of Rs. 10/- each comprising of a fresh issue of
43,20,000 Equity Shares and Offer for Sale of 10,50,000 Equity Shares at an offer price of Rs.66/ - per
Equity Share (including a Share Premium of Rs.56/- per Equity Share) through book building process.
The equity shares of your Company have been listed on the National Stock Exchange of India
Limited ("NSE”) on Monday, August 11, 2025.

29. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future:

During the period under review, the Company vide its Special Resolution dated October 25, 2024 has
passed resolution for Conversion of Company from Private Company to Public Company.

The Registrar of Companies, Mumbai approved the application for conversion, and the Company was
converted into Public Company w.e.f. 17.12.202

30. Directors'' Responsibility Statement:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures.

(b) The directors had 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 period;

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

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

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

31. Corporate Governance:

The Company has adopted best corporate governance practices and is committed to conducting its
business in accordance with the applicable laws, rules and regulations. The Company''s c orporate
governance practices are driven by effective and strong Board oversight, timely disclosures, transparent
accounting policies and high level of integrity in decision making. The policy on Corporate Governance
has been displayed on the Company''s website at www.jyotiglobalplast.com.

32. Compliance with Secretarial Standard:

The Company has complied with the applicable Secretarial Standards (as amended from time to time)
on meetings of the Board of Directors i.e. SS-1 and Meeting of Shareholders i.e. SS-2, issued by the
Institute of Company Secretaries of India and approved by Central Government under sub-section (10)
of Section 118 of the Companies Act, 2013.

Proceedings pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, there were NO application/s made or proceeding were pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.

33. Difference in Valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial institution along with
the reasons thereof is not applicable.

34. Maternity Benefit:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

35. Audit Trail:

As per the proviso to sub-rule (1) of rule 3 of the Companies (Accounts) Rules, 2014, the accounting
software used by the Company for maintaining its books of accounts has a feature of recording audit
trails for each and every transaction, creating an edit log of each change made in the books of accounts
along with the data when such change were made and the audit trail cannot be disabled, and pursuant
to sub-rule (g) of rule 11 of the Companies (Audit and Auditors) Rules, 2014, the Board hereby declares
that audit trail (edit log) facility has been operated throughout the year for all transactions and the audit
trail feature has been preserved and not tampered with by the Company as per the statutory
requirements for record retention.

36. Appointment of Designated Person:

Pursuant to sub-rule (4) of rule 9 of the Companies (Management and Administration) Rule, 2014, every
Company shall be responsible for furnishing and extending co-operation for providing information to
the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company,
in accordance to the same and sub-rule (5) of the aforementioned rule the Company may designate a
person a person to fulfil the obligation under this rule.

However, the Company is yet to formally designate someone through a duly convened Board meeting
hence in accordance to sub-rule (6) of rule 9 of the Companies (Management and Administration) Rule,
2014, Ms. Shrutika Mandal, Company Secretary and Compliance Officer of the Company is deemed to be
the designated person.

37. Acknowledgements:

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve
the results.

For and on behalf of the Board
JYOTI GLOBAL PLAST LIMITED

Hiren Bhawanji Shah Deven Bhawanji Shah

Managing Director Whole Time Director & CEO

DIN:00467575 DIN: 00467647

Address: R-554/555TTC M I D C Area Address: R-554/555TTC M I D C Area

Rabale, Navi Mumbai - 400701 Rabale, Navi Mumbai - 400701

Date: 05/09/2025
Place: Navi Mumbai