Directors Report of Jainam Ferro Alloys (I) Ltd.

Mar 31, 2025

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

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

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

The Boardâs Report is prepared based on the Standalone & Consolidated Financial
Statements of the company.

Amount in Lakhs.

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	22139.48	18968.71	22193.32	18989.67
Other Income	479.28	527.22	482.45	530.22
Total	22618.76	19495.93	22675.77	19519.89
Profit Before Interest, Tax & Depreciation	1970.11	1118.93	20757.62	18457.48
Less: Financial cost	175.99	153.31	180.09	153.50
Less: Depreciation	337.05	136.92	352.64	151.37
Profit before Tax	1457.07	828.70	1385.42	757.55
Less: Current Tax	309.09	233.27	309.09	233.27
Less: Deferred Tax Asset / (Liability)	73.88	(12.19)	76.37	(10.02)
Less: Tax Expense of Earlier Years	1.47	0.76	1.47	0.76
Profit after Tax	1072.63	606.85	998.50	533.53

Standalone Operations:

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

Consolidated Operations:

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

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

TDfvjDEH

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

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

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

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

Cessation due to Demise:

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

Appointment of Additional Director:

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

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the
Act. As required by law, this position is also reflected in the Auditorsâ Report.

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

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

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

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

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

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

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

As per the SEBI amended Regulation 36(1)(b) of the SEBI LODR Regulations 2015 to require listed
entities to send a letter with the web-link to the annual report to shareholders who haven''t
registered their email addresses. This change, effective from December 12, 2024, eliminated the

need to send physical abridged reports to these shareholders, streamlining the process and
promoting digital access to the annual report, therefor the company will only send the web-link
of annual report to the shareholders whose emailed is not registered with Company/RTA instead
of physical copy of annual report and notice of AGM.

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

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

i5"Ti5Ectorsandkeymanagerialpersonnel

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

Sr. No.	Name	Designation
1.	Mr. Archit Parakh (DIN: 06797522)	Managing Director
2.	Mr. Arpit Parakh (DIN: 06797516)	Whole-time Director
3.	Ms. Namita Bai Parakh (DIN: 08165874)	Non-Executive Director
4.	Mr. Gyan Das Manikpuri (DIN:09082141)	Non-Executive Director
5.	Mr. Keshav Sharma (DIN: 09529899)	Non-Executive Independent Director
6.	Mr. Rohit Parakh (DIN: 01729344)	Non-Executive Independent Director
7.	CS Aakash Agarwal	Company Secretary and Compliance Officer
8.	Mr. Raj Kishor Vishwakarma	Chief Financial Officer

(a) Statutory Auditor:

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

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

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

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

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

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

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

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

(b) Secretarial Auditor:

Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Auditors have submitted their report as provided under
Annexure-IV to this Boardâs Report, confirming compliance by the Company of all the
provisions of applicable laws.

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

(c) Cost Auditors:

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

(d) Internal Auditors:

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

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

S. No.	Date of Meeting	Total Number of director: associated as on the date o meeting	Attendance
S. No.	Date of Meeting		Number o Director Attended	% of Attendance
1	28/05/2024	6	6	100
2	13/07/2024	6	6	100
3	03/09/2024	6	6	100
4	28/10/2024	6	6	100
5	28/01/2025	6	6	100
6.	31/03/2025	6	6	100

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

13.ANNUALEVALUATIONOFPEFORMANCEOFTHEBOARD:

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

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

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

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

14-committEESOEiiTHEmOARDi

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

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

I. Audit Committee

II. Stakeholdersâ Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility Committee

I. AUDIT COMMITTEE:

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

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

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

Terms & Scope of Work of Committee:

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

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

c) Reviewing and monitoring the auditorâs independence and performance and the
effectiveness of audit process;

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

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

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

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

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

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

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

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

â¢ Disclosure of any related party transactions; and

â¢ Modified opinion(s) in the draft audit report.

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

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

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

j) Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

z) Review of (1) management discussion and analysis of financial condition and results of

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

II. STAKEHOLDERSâ RELATIONSHIP COMMITTEE:

During the Financial Year 2024-25 under review 2 (Two) meetings of the Stakeholderâs

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

The Composition of Stakeholderâs Relationship Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Arpit Parakh	Member	Whole time Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

the Audit Committee.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholderâs Relationship Committee include the following:

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

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

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

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

III. NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2024-25 under review 3 (Three) meetings of the Nomination and

Remuneration Committee were held, dated 28/05/2024, 03/09/2024, and 28/10/2024.

The Composition of Nomination and Remuneration Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director

Mrs. Namita Bai Parakh	Member	Non-Executive Non-Independent Director
Mr. Keshav Sharma	Member	Non-Executive Independent Director

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

the Nomination and Remuneration Committee.

Terms & Scope of Work of Committee:

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

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

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

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

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

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

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

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

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

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

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

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

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

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

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

The Composition of the CSR committee is as follows: -

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive Independent Director

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

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

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

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

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

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

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

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

(b) a program on Corporate Governance;

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal
letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

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

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

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

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

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

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

vi. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

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

ABSORPTION,ANDFOREIGNEXCHANEEARNINGSANDOUTGO:

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

A) CONSERVATION OF ENERGY:

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

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

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

B) TECHNOLOGY ABSORPTION:

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

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

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

â¦ the details of technology imported; NA

â¦ the year of import; NA

â¦ whether the technology been fully absorbed; NA

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

â¦ the expenditure incurred on Research and Development;

C) FOREIGN EXCHANGE EARNING AND OUTGO

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

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Foreign Exchange Outgo	Nil	Nil
Foreign Exchange Earnings	Nil	Nil

24.risksmanagemeNTâ¢NDâ¢rEAâ¢fâ¢oncerN"

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

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

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

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

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

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

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

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

The Company has adopted the Whistle Blower Policy in line with the provisions of the Section
177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and
employees to report their genuine concerns actual or suspected fraud or violation of the
Companyâs code of conduct. The said mechanism also provides for adequate safeguards
against victimization of the persons who use such mechanism and makes provision for direct
access to the chairperson of the Audit Committee. We confirm that during the financial year
2024-25, no employee of the Company was denied access to the Audit Committee. The said
Whistle Blower Policy is available on the website of the Company at www.jainamferro.com.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day-to-day business operations of the company.
The Company believesin âZero Toleranceâ against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to counter such acts. The
Code has been posted on the Company''s website www.jainamferro.com.

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

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

Workplace Harassment and Maternity Benefit Disclosures

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, and in compliance with
Section 134 of the Companies Act, 2013, the Company provides the following disclosures
regarding workplace harassment and maternity benefits:
i). Prevention of Sexual Harassment (POSH) at Workplace

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

The following is a summary of sexual harassment complaints received and disposed of during
the financial year 2024-25:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil
Complaints pending beyond 90 days	Nil

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

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

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

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

During the year under review, one Independent Director Meeting held on 28/10/2024 for the
F. Y. 2024- 25. The object of Independent Meeting was to review the performance of NonÂ¬
Independent Director and theBoard as a whole including the Chairperson of the Company. The
Company assures to held the Separate Meeting of Independent Director of the Company as
earliest possible.

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

34-pREVENTONOFiNSIDEEIRADJNGi

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

Further, the Company has implemented and is in compliance with the provisions of Regulation
3 and Regulation 5 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including
maintenance of the Structured Digital Database (SDD) as prescribed by SEBI.

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

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

37.PARTICULARSOFEMPLOYEESANDRELATEDINFORMATION:

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

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

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

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

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

For and on behalf of the Board of Directors
Jainam Ferro Alloys (I) Limited

Sd/- Sd/-

Archit Parakh Arpit Parakh

(Managing Director) (Whole time Director)

DIN:06797522 DIN:06797516

Date: 04^th September, 2025
Place: Raipur

Mar 31, 2024

Your directors take pleasure in presenting their 10 ^th Annual Report on the business & operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the year ended as on 31^st March, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), this report covers the Financial Results, Statutory Reports and other key initiatives / developments made during the financial year 2023-24.

1. FINANCIAL STATEMENT:

The Company''s financial performance, for the year ended as on March 31, 2024 is summarized below:

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

Amount in Lakhs.
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24
Revenue from Operations	18968.71	25540.73	18989.67
Other Income	527.22	319.56	530.22
Total	19495.93	25860.29	19519.89
Profit Before Interest, Tax &	1118.93	3333.54	1062.41
Depreciation
Less: Financial cost	153.31	115.20	153.30
Less: Depreciation	136.92	79.28	151.37
Profit before Tax	828.70	3139.07	757.55
Less: Current Tax	233.27	801.08	233.27
Less: Deferred Tax Asset / (Liability)	(12.19)	(3.49)	(10.02)
Less: Tax Expense of Earlier Years	0.76	16.74	0.76
Profit after Tax	606.85	2324.73	533.53

2. PERFORMANCE OF COMPANY:

Standalone Operations:

During the year the Company has generated revenue from operations of Rs. 19495.93 (in lacs) (including other income) as compared to previous year Rs. 25,860.29/- (in lacs) and has earned profit after tax of Rs. 606.85/- (in lacs) as compared to previous year Rs. 2324.73/- (in lacs).

Consolidated Operations:

During the year the Company has generated revenue from operations of Rs. 19519.89/- (in lacs) (including other income) and has earned profit after tax of Rs. 533.53/- (in lacs).

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

3. DIVIDEND:

In order to preserve the profit and to utilize such amount in the business activities, your directors do not recommend any dividend during the year 2023-24.

4. TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to general reserve.

5. BOARD OF DIRECTORS:

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

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors'' Report.

6. CHANGE IN SHARE CAPITAL:

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

ii. Increase in Paid up capital of the Company during the financial year: There is no change during the Year.

7. MAJOR EVENTS DURING THE F.Y. 2023-24

During the F.Y. 2023-24 there was no major event like FPO/Preferential Issue/bonus Issue/right issue, no major events took place during the Financial Year.

8. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2023-2024 is available on the company''s website www.jainamferro.com.

In compliance of various relaxations provided by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) in the year 2023-24, Annual Report including the Notice of 10^thAnnual General Meeting (AGM) is being sent in electronic mode to members whose e-mail address were available with its Registrar and Transfer Agent (RTA) or Depositories Participants (DP''s).

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

9. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its main line of business or object and continues to be in the same line of business as per main object of the company, however the company approve the alteration and addition of object clause of the memorandum of Association of the company and approve by the shareholder in 9^th Annual General Meeting of the company which was held on 29th September 2023.

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

Sr. No.	Name	Designation
1.	Mr. Archit Parakh (DIN: 06797522)	Managing Director
2.	Mr. Arpit Parakh(DIN: 06797516)	Whole-time Director
3.	Ms. Namita Bai Parakh (DIN: 08165874)	Non-Executive and Non-Independent Director
4.	Mr. Gyan Das Manikpuri (DIN:09082141)	Non-Executive Director
5.	Mr. Keshav Sharma (DIN: 09529899)	Non-Executive Independent Director
6.	Mr. Rohit Parakh (DIN: 01729344)	Non-Executive Independent Director
7.	CS Aakash Agarwal	Company Secretary and Compliance Officer
8.	Mr. Raj Kishor Vishwakarma	Chief Financial Officer

11. AUDITORS & THEIR REPORT:

(a) Statutory Auditor:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sunil Johari & Associates, Chartered Accountants, (Firm Registration No. 005960C) was

appointed as the statutory auditors of the Company for Second term of consecutive Five years, commencing from conclusion of 9th AGM till the conclusion of 14th AGM of the Company.

The Standalone & consolidated Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor''s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

(b) Secretarial Auditor:

The Secretarial Auditors have submitted their report as provided under Annexure-IV to this Board''s Report, confirming compliance by the Company of all the provisions of applicable laws.The Secretarial Audit Report does not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

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

The Cost Auditors Report for financial year 2023-24 referred to in the Cost Auditor''s Report are selfexplanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

12. INTERNAL AUDITORS:

The Company has appointed M/S. Ashish Krishnani and Company, Chartered Accountant, Chartered Accountant, Raipur as Internal Auditor of the company in terms of section 138 of the Companies Act, 2013 for the financial year 2023-24 and internal Auditor has conducted the audit for F.Y. 2023-24 Auditor''s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

13. NUMBER OF BOARD MEETINGS:

During the year under review, 5 (Five) Board meetings were held, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates: 29/05/2023, 07/08/2023, 04/09/2023, 10/11/2023 and 02/03/2024.

14. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

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

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

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

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

15. COMMITTEES OF THE BOARD:

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

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

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility Committee

I. AUDIT COMMITTEE:

During the Financial Year 2023-24 under review 3 (Three) meetings of the Audit Committee were held, on 29/05/2023, 07/08/2023 and 10/11/2023.

The Composition of Audit Committee for Financial year 2023-24 as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

Terms & Scope of Work of Committee:

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

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

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

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

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

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

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

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

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

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

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

â¢ Disclosure of any related party transactions; and

â¢ Modified opinion(s) in the draft audit report.

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

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

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

j) Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

During the Financial Year 2023-24 under review 2 (Two) meetings of the Stakeholder''s Relationship

Committee were held, dated 29/05/2023 and 10/11/2023.

The Composition of Stakeholder''s Relationship Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Arpit Parakh	Member	Whole time Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

Committee.

Terms & Scope of Work of Committee:

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

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

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

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

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

During the Financial Year 2023-24 under review 4 (Four) meetings of the Nomination and Remuneration Committee were held, dated 29/05/2023, 07/08/2023, 04/09/2023 and 10/11/2023

The Composition of Nomination and Remuneration Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director
Mrs. Namita Bai Parakh	Member	Non-Executive Non Independent Director
Mr. Keshav Sharma	Member	Non-Executive Independent Director

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

Nomination and Remuneration Committee.

Terms & Scope of Work of Committee:

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

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

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

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

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

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

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

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

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

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

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

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

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

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

During the Financial Year 2023-24 under review 2 (Two) meetings of the CSR Committee were held, dated 29/05/2023 and 10/11/2023.

The Composition of the CSR committee is as follows: -

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive Independent Director

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

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

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

During the year 2023-24 the Company has spent Rs. 49,33,864/- (Rupees Forty-Nine Lac Thirty-three Thousand Eight hundred sixty-four Only). Details for the same attached as Annexure -III.

16. FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

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

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

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

(b) a program on Corporate Governance;

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. DECLARATION BY INDEPENDENT DIRECTORS:

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

18. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors held their separate meeting on 10th November, 2023 inter alia, to discuss:

â¢ Review the performance of Independent Directors.

â¢ Review the performance of the Non-Independent Directors.

â¢ Review the performance of the committees and Board as a whole.

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

â¢ Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

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

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

There are no material changes and commitments affecting the financial position of the Company between the end of FY 2023-24 and the date of this report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

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

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

22. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

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

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

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

A) CONSERVATION OF ENERGY:

(ii) the steps taken by the company for utilizing alternate sources of energy: The Company has alternate source of energy whenever and to the extent possible.

(iii) the capital investment on energy conservation equipment''s: Nil

B) TECHNOLOGY ABSORPTION:

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

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

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

â¦ the details of technology imported; NA

â¦ the year of import; NA

â¦ whether the technology been fully absorbed; NA

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

â¦ the expenditure incurred on Research and Development; NA

C) FOREIGN EXCHANGE EARNING AND OUTGO

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

(Rs. In Lakhs)
Particulars	2023-24	2022-23
Foreign Exchange Outgo	Nil	Nil
Foreign Exchange Earnings	Nil	Nil

26. RISKS MANAGEMENT AND AREA OF CONCERN:

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

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

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

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review the company has subscribed 3,75,000 Equity Shares at a price of Rs. 40/- per share of M/ s JW Diagnostic and Research Center Private Limited on the basis of Preferential Allotment resulting to which JW Diagnostic and Research Center Private Limited becomes the subsidiary of the Company and pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 as detailed in annexure I in this Board''s Report.

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

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

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

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

30. INTERNAL FINANCIAL CONTROL SYSTEM:

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

31. POLICY/VIGIL MECHANISM/CODE OF CONDUCT:

Committee. The said Whistle Blower Policy is available on the website of the Company at www.jainamferro.com.

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

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

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

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

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

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

33. CORPORATE GOVERNANCE:

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

34. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2023-24.

35. PREVENTION OF INSIDER TRADING:

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

All Board of Directors and the designated employees have confirmed compliance with the Code.

36. LISTING FEES:

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

37. CEO & CFO CERTIFICATION:

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

38. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are the disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in Annexure II.

39. SECRETARIAL STANDARDS:

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

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

There is no application made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

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

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

42. ACKNOWLEDGEMENT:

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

Mar 31, 2023

The Directors take pleasure in presenting their 9^thAnnual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended as on 31^st March, 2023.

1. FINANCIAL STATEMENT:

The Company''s financial performance, for the year ended as on March 31, 2023 is summarized below:

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

Amount in Lakhs.
Particulars	2022-23	2021-22
Revenue from Operations	25540.73	20005.94
Other Income	319.56	154.70
Total	25860.29	20160.64
Profit Before Interest, Tax & Depreciation	3333.54	3914.56
Less: Financial cost	115.20	102.67
Less: Depreciation	79.28	60.12
Profit before Tax	3139.07	3751.77
Less: Current Tax	801.08	955.06
Less: Deferred Tax Asset / (Liability)	(3.49)	(2.41)
Less: Tax Expense of Earlier Years	16.74	0.00
Profit after Tax	2324.73	2802.50

2. PERFORMANCE OF COMPANY:

During the year the Company has generated revenue from operations of Rs. 2,58,60.29 /- (in lacs) (including other income) as compared to previous year Rs. 2,01,60.64/- (in lacs) and has earned profit after tax of Rs. 23,24.73/- (in lacs) as compared to previous year Rs. 28,02.50/- (in lacs).

3. DIVIDEND:

In order to preserve the profit and to utilize such amount in the business activities, your directors do not

4. TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to general reserve.

5. BOARD OF DIRECTORS:

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

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors'' Report.

6. CHANGE IN SHARE CAPITAL:

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

ii. Increase in Paid up capital of the Company during the financial year: There is no change during the Year.

7. MAJOR EVENTS DURING THE F.Y. 2022-23

During the F.Y. 2022-23 there was no major event like FPO/Preferential Issue/bonus Issue/right issue, no major events took place during the Financial Year.

8. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2022-2023 is available on the company''s website www.jainamferro.com.

In compliance of various relaxations provided by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) in the year 2022-23, Annual Report including the Notice of 9^th Annual General Meeting (AGM) is being sent in electronic mode to members whose e-mail address were available with its Registrar and Transfer Agent (RTA) or Depositories Participants (DP''s).

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

9. CHANGE IN NATURE OF BUSINESS:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No.	Name	Designation
1.	Mr. Archit Parakh (DIN: 06797522)	Managing Director & Executive Director
2.	Mr. Arpit Parakh(DIN: 06797516)	Whole-time Director
3.	Ms. Namita Bai Parakh (DIN: 08165874)	Non-Executive and Non-Independent Director
4.	Mr. Gyan Das Manikpuri (DIN:09082141)	Non-Executive Director
5.	Mr. Keshav Sharma (DIN: 09529899)*	Non-Executive Independent Director
6.	Mr. Rohit Parakh (DIN: 01729344)**	Non-Executive Independent Director

*Mr. Keshav Sharma appointed as the Additional Director in the category of Independent Director w.e.f. 26^thMay, 2022 and he was further regularized in the EOGM held on 25^th August 2022 as an Independent Director.

7.	CS Aakash Agarwal	Company Secretary and Compliance Officer
8.	Mr. Raj Kishor Vishwakarma ***	Chief Financial Officer

**Mr. Rohit Parakh appointed as the Additional Director in the category of Independent Director w.e.f. 1^stAugust, 2022 and he was further regularized in the EOGM held on 25^th August 2022 as an Independent Director.

***Mr. Raj Kishor Vishwakarma appointed as the CFO of the company and Mr. Basant Vyas resigned from the post of CFO w.e.f. 1^st September, 2022.

# Mr. ramakant Sarda (DIN - 08190399) resigned from the post of Independent Director of the company w.e.f. 01^st August, 2022.

## Mr. Nandkishor Bhutda resigned from the post of Independent Director of the Company w.e.f. 26^th May,2022.

11. AUDITORS & THEIR REPORT:

(a) Statutory Auditor:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sunil Johari & Associates, Chartered Accountants, (Firm Registration No. 005960C) was appointed as the statutory auditors of the Company to hold office for a term of 5 years commencing from conclusion of the 4^thAnnual General Meeting till the conclusion of the 9^th Annual General Meeting of the Company to be held in the calendar year 2023.

M/s. Sunil Johari & Associates, Chartered Accountants, (FRN: 005960C) was further re-appointed on the recommendations of the Audit Committee and Board approval subject to shareholder''s consent in 9^th AGM for 2^nd term of 5 years, commencing from 9^th AGM up to 14^th AGM of the Company.

The Standalone Auditors Report and the Notes on financial statement for the year 2022-23 referred to in the Auditor''s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

(b) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel), 2014 the Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates (M No.: 62496 & CP No. 23604) Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2022-23 and 2023-24. The Secretarial Auditors have submitted their report as provided under Annexure-II to this Board''s Report, confirming compliance by the Company of all the provisions of applicable laws.

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

Pursuant to Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rues, 2014. The Board of Directors of the Company have appointed M/s. Arindam & Associates, Chartered Accountants as the Cost Auditors of the company to audit the cost records of the company for the financial year 2022-23 and 202324.

The Cost Auditors Report for financial year 2022-23 referred to in the Cost Auditor''s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

12. INTERNAL AUDITORS:

The Company has appointed M/s. Ashish Krishnani and Company, Chartered Accountant, Raipur as Internal

Auditor of the company in terms of section 138 of the Companies Act, 2013 for the financial year 2022-23 and 2023-24 and internal Auditor has conducted the audit for F.Y. 2022-23 Auditor''s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

13. NUMBER OF BOARD MEETINGS:

During the year under review, 6 (Six) Board meetings were held, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates: 26/05/2022, 01/08/2022, 01/09/2022, 12/11/2022, 19/12/2022 and 28/03/2023.

14. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

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

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

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

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

15. COMMITTEES OF THE BOARD:

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

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

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility Committee

I. AUDIT COMMITTEE:

During the Financial Year 2022-23 under review 3 (Three) meetings of the Audit Committee were held, on 25^thMay, 2022, 1^st September, 2022 and 12^th November, 2022.

The previous constitution of the Audit Committee is as follows: -

Name of the Director	Designati on	Nature of Directorship
Mr. Ramakant Sarda¹	Chairman	Non-Executive Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Nandkishor Bhutda*	Member	Non-Executive Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26^th May,2022.

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

Terms & Scope of Work of Committee:

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

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

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

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

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

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

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

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

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

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

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

â¢ Disclosure of any related party transactions; and

â¢ Modified opinion(s) in the draft audit report.

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

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

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

j) Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

During the Financial Year 2022-23 under review 2 (Two) meetings of the Stakeholder''s Relationship Committee

were held, d a t e d 25^th May, 2022 and 12^th November, 2022.

The constitution of the Stakeholder''s Relationship Committee is as follows: -

Name of the Director	Designation	Nature of Directorship
Mr. Ramakant Sarda**	Chairman	Non-Executive and Independent Director

Mr. Arpit Parakh	Member	Whole time Director
Mr. Nandkishor Bhutda*	Member	Non-Executive and Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26^th May,2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1^st August, 2022.

New Composition of Stakeholder''s Relationship Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive and Independent Director
Mr. Arpit Parakh	Member	Whole time Director
Mr. Keshav Sharma	Member	Non-Executive and Independent Director

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

Committee.

Terms & Scope of Work of Committee:

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

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

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

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

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

III. NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2022-23 under review 4 (Four) meetings of the Nomination and Remuneration

Committee were held, dated 26^th May, 2022, 01^st August, 2022, 01^st September, 2022 and 28^th March, 2023

The constitution of the Nomination and Remuneration Committee is as follows: -

Name of the Director	Designation	Nature of Directorship
Mr. Ramakant Sarda*	Chairman	Non-Executive Independent Director
Mrs. Namita Bai Parakh	Member	Non-Executive Non Independent Director
Mr. Nandkishor Bhutda**	Member	Non-Executive Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26^th May,2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1^st August, 2022.

New Composition of Nomination and Remuneration Committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director
Mrs. Namita Bai Parakh	Member	Non-Executive Non Independent Director

Mr. Keshav Sharma

Member

Non-Executive Independent Director

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

and Remuneration Committee.

Terms & Scope of Work of Committee:

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

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

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

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

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

â¢ Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and

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

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

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

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

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

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

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

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provisions of Section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social

Responsibility Policy) Rules, 2014 the company has constituted the Corporate Social Responsibility ("CSR)

Committee and the CSR committee has been reconstituted w.e.f. 26^th May, 2022 comprises of the following:

During the Financial Year 2022-23 under review 2 (Two) meetings of the CSR Committee were held, d a t e d

25^th May, 2022 and 12^th November, 2022.

The previous constitution of the CSR committee is as follows: -

Name of the Director

Designation

Nature of Directorship

Mr. Ramakant Sarda**	Chairman	Non-Executive Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Nandkishor Bhutda*	Member	Non-Executive Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26^th May, 2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1^st August, 2022.

New Composition of CSR committee as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Rohit Parakh	Chairman	Non-Executive Independent Director
Mr. Archit Parakh	Member	Managing Director
Mr. Keshav Sharma	Member	Non-Executive Independent Director

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

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

During the year 2022-23 the Company has spent Rs.28,66,880/- (Rupees Twenty-Eight Lakh Sixty-Six Thousand and Eight Hundred Eighty Only). Details for the same attached as Annexure -A

16. FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

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

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

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

(b) a program on Corporate Governance;

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independenceunder Section 149(6) of the Companies Act, 2013.

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the Profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2022-23 to which these financial statements relate and the date of this report.

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

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

21. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

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

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

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

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANE EARNINGS AND OUTGO:The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:A) CONSERVATION OF ENERGY:

(ii) the steps taken by the company for utilizing alternate sources of energy: The Company has alternate source of energy whenever and to the extent possible.

(iii) the capital investment on energy conservation equipment''s: Nil

B) TECHNOLOGY ABSORPTION:

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

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

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

â¦	the details of technology imported;	NA
â¦	the year of import;	NA
â¦	whether the technology been fully absorbed;	NA
â¦	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NA
â¦	the expenditure incurred on Research and Development;	NA

C) FOREIGN EXCHANGE EARNING AND OUTGO

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

(Rs. In Lakhs)
Particulars	2022-23	2021-22
Foreign Exchange Outgo	Nil	Nil
Foreign Exchange Earnings	Nil	Nil

25. RISKS MANAGEMENT AND AREA OF CONCERN:

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

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

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

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, Joint Venture, Associate Company or LLPs during the year under review.

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

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

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

29. INTERNAL FINANCIAL CONTROL SYSTEM:

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

30. POLICY/VIGIL MECHANISM/CODE OF CONDUCT:

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

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

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

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

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received

Nil

No. of Complain

its disposed off

Nil

32. CORPORATE GOVERNANCE:

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

33. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 28/03/2023 for the F. Y. 2022-23.

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

34. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2022-23.

35. PREVENTION OF INSIDER TRADING:

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

All Board of Directors and the designated employees have confirmed compliance with the Code.

36. LISTING FEES:

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

37. CFO CERTIFICATION:

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

38. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are the disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022- 2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in Annexure I.

39. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India,

which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report as attached in Annexure-II.

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

There is no application made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

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

42. ACKNOWLEDGEMENT:

Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1^st August, 2022.

New Composition of Audit Committee for Financial year 2022-23 as follows:

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