Jai Mata Glass Ltd Directors Report

TO THE MEMBERS OF JAI MATA GLASS LIMITED

Your Directors are pleased in presenting the Forty-Six (46th) Annual Report on the business and operations of Jai Mata Glass Limited ("Company") together with the Standalone audited financial statements and the Auditors Report of your Company for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2026 is summarized below:

(Rs. Lacs)

Particulars	Current Year 2025-26	Previous Year 2024-25
Sales & operating Income	10.85	43.33
Other Income	4.23	36.64
Total Income	15.08	79.97
Total Expenses	36.60	37.88
Profit/(loss) before tax	(21.52)	42.09
Current Tax	0.00	92.75
MAT Credit entitlement	0.00	0.00
Profit/ (Loss) for the year	(21.52)	(50.66)

2. INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS:

During the Financial year 2025-26, the total revenue from operations of the Company was at Rs. 10.85 Lacs as against Rs. 43.33 Lacs in previous year 2024-25. Further, Net Loss for the year is Rs. 21.52 Lacs as compared to Loss of Rs. 50.66 Lacs in previous year 2024-25. The Earning per Share for the year was Rs. (0.022) as compared to (0.051) in previous year.

Your Directors are optimistic about the future growth prospects of the Company. The Company continues to focus on expanding its business operations, improving efficiency, and exploring new opportunities for growth. The Board believes that these initiatives will support improved financial performance and sustainable development in the coming years. Your Directors remain committed to creating long-term value for all stakeholders and enhancing shareholder wealth.

3. CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business of the Company during the year.

4. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

There is no change in the registered office address of the Company during the financial year 2025-26.

5. WEBLINK OF ANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, The Annual Report of your Company for the year 2025-26 is available for viewing on your Companys website at www.jaimataglass.com. The Annual Return and its extract as on 31st March, 2026 is available on the Companys Website at www.jaimataglass.com after filing of the same.

6. DIVIDEND:

As the Company has not made adequate profits during the year, the directors of your company do not recommend any dividend for the financial year ended 31st March 2026.

7. SHARE CAPITAL:

During the year under consideration, the company has not changed its capital structure and the Authorized and paid-up Capital as on 31st March 2026 stands as follows:

The Authorized Share Capital of the Company is Rs. 117,500,000/- (Rupees Eleven Crore Seventy-Five Lakh) divided into 100,000,000 (Ten Crore) equity shares of Rs. 1/- (Rupees One) each and 175,000 (One Lakh seventy five thousand) preference Shares of Rs 100/- (Rupees Hundred) each.

The Paid-up Share Capital of the Company is Rs. 100,000,000/- (Rupees Ten Crore) divided into 100,000,000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.

8. HOLDING/ SUBSIDIARIES/ ASSOCIATE COMPANIES:

During the year, no company had become a subsidiary or associate company of your Company. Further, your Company had not entered into any joint venture with any other company or other entity.

9. TRANSFER TO RESERVES:

Your directors do not propose to carry any reserve during the financial year ended March 31, 2026.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 4 and 6 of the audited accounts.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report, except as stated below:

Subsequent to the close of the financial year, Promoter and Promoter Group of the Company, including Directors, have entered into a Share Purchase Agreement ("SPA") with the Acquirers for the proposed sale and acquisition of equity shares of the Company, which is expected to result in a change in the Promoter and Promoter Group and consequential change in control of the Company, subject to applicable statutory and regulatory approvals.

Pursuant to the proposed transaction, a mandatory open offer has been made to the public shareholders of the Company in accordance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer period is valid up to September 4, 2026.

For more details in this regard, members may refer to the disclosures made by the Company on the website of BSE Limited.

13. BOARD OF DIRECTORS:

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015.

As on 31st March, 2026, the Board is comprised of the following Directors:

Directors/Signatory Details

DIN/PAN	Name	Designation	Begin date	End date
00645865	Mrs. Anu Marwah	Managing Director	30.03.2015	-
11192771	Mr. Inesh Marwah	Non-Executive Director	09.07.2025	-
08727674	Mr. Krishan Kant	Independent Director	28.03.2022	-
10152883	Mr. Parminder Singh Kalsi	Independent Director	18.05.2023	-

Mrs. Anu Marwah, has been appointed as Executive & Managing Director w.ef. 9th July 2025 for a period of five years, by the Board of Directors duly approved by the Shareholder in the previous 45th Annual general meeting.

Mr. Inesh Marwah DIN-11192771, has been appointed as Non- Executive Director w.e.f from 9th July, 2025 by the Board of Directors duly approved by the Shareholder in the previous 45th Annual general meeting.

During the year under review, Mr. Chander Mohan Marwah ceased to be the Managing Director and Director of the Company with effect from May 28, 2025, due to his demise.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Seven "07" times during the year under review on 22.05.2025, 09.07.2025, 31.07.2025, 27.10.2025, 24.12.2025, 29.01.2026, and 07.03.2026 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013.

The annual calendar of meetings is broadly determined at the beginning of each year. The details of the meetings held during the year are as under:

S. No.	Name of the Directors	Category	No. of meetings held	No. of meetings attended	Last AGM 2025 attendance
1.	Mrs. Anu Marwah	Managing Director	7	6	Yes
2.	Mr. Inesh Marwah	Non-Executive Director	7	5	Yes
3.	Mr. Krishan Kant	Independent Director	7	7	Yes
4.	Mr. Parminder Singh Kalsi	Independent Director	7	7	No

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

15. COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2026 is as under:

S. No.	Name of the Committee	Chairman	Members
1.	Audit Committee	Mr. Krishan Kant	Mrs. Anu Marwah
			Mr. Parminder Singh Kalsi
2.	Stakeholders Relationship Committee	Mr. Krishan Kant	Mr. Inesh Marwah
			Mrs. Anu Marwah
3.	Nomination and Remuneration Committee	Mr. Parminder Singh Kalsi	Mr. Krishan Kant
			Mr. Inesh Marwah

16. MEETING OF THE MEMBERS:

The Last i.e. the 45th Annual General Meeting of the Company for the financial year 2024-25 was held on 8th September, 2025 at the Registered Office of the Company.

17. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR:

There was no Extra Ordinary General Meeting held during the year under consideration.

18. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section which forms part of the Annual Report as "Annexure A"

19. DEPOSITS:

The Company has not accepted any deposits from the public during the period under review.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved. The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH THE RELATED PARTY:

During the financial year under review, the provision of section 188 is not applicable to the Company. The Company has not entered into contracts/arrangements with its related parties.

22. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particulars of Employees) Rules 1975.

23. STATUTORY AUDITORS AND THEIR REPORT:

The existing auditors, M/s Khiwani Sood & Associates, Chartered Accountants, Delhi, Firm Registration No. 040433N, has been appointed as the Statutory Auditors of the Company for a term of five consecutive financial years commencing from Financial Year 2025-26 till Financial Year 2029-30, approved by the Members at the 45th Annual General Meeting.

The Statutory Auditors Report for the financial year ended March 31, 2026 are self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer which requires the directors to give any explanation.

24. REQUIREMENT OF MAINTAINENCE OF COST RECORD:

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

25. MATERNITY BENEFITS AND AFFIRMATIONS PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

26. INTERNAL AUDITOR

The Board of Directors has re-appointed Mr. Santosh Kumar Aggarwal as the Internal Auditor of the Company for the Financial Year 2026-27 at its meeting held on May 14, 2026.

The Internal Auditor periodically reviews and evaluates the adequacy and effectiveness of the Companys internal control systems, accounting processes, and compliance framework. The audit observations and recommendations are reviewed by the management, and necessary corrective actions, wherever required, are implemented in a timely manner.

27. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints system where any grievance of sexual harassment at workplace can be reported. The objective is to provide its women employees, a workplace, free from harassment/discrimination and every employee is treated with dignity and respect.

Your Directors declared and confirm that no complaint pertaining to sexual harassment at workplace has been reported during the financial year ended March 31, 2026.

28. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

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

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

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

31. INTERNAL CONTROL SYSTEMS:

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the business and activities of the Company does not involve any manufacturing activity right now, the information required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the financial year under review.

Foreign Exchange Earnings and Outgo:	Rs., Lacs
Foreign Exchange Earned	Nil
Foreign Exchange Used	Nil

33. LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

35. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub- section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

36. BUSINESS RISK MANAGEMENT:

The Board encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of business risk, risk tolerance limits and risk exposure related to specific issues. As the Risk Management is an integral part of the Companys business strategy, the board reviews compliances with the risk policies and provides an oversight of risk across the organization.

The Audit Committee also keeps an oversight in matters of financial risks and controls. The major risks, as may be identified, are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

37. PAYMENT OF ANNUAL LISTING FEE TO BSE:

The Company has paid Annual Listing Fee of Rs. 3,83,500 (Inclusive GST) for the Financial year 2025-26 to BSE Limited on 6th May 2025.

38. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit earned by the Company during the year ended on that date.

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

d. The Directors have prepared the annual accounts of the Company on a going concern basis;

e. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such system are adequate and operating effectively.

39. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2026 which includes a feature of recording audit trail (edit log) facility and the same was enabled during the year.

40. DECLERATION FROM INDEPENDENT DIRECTORS:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting during the year for the financial year 2025-26 on 25th March, 2026. The said meeting was attended by the Independent Directors of your Company.

41. KEY MANAGERIAL PERSONNEL (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2026:

a. CEO/ Managing Director/Manager: Mrs. Anu Marwah has been appointed as Executive & Managing Director w.e.f 9th July, 2025 for a term of five years.

b. Chief Finance Officer (CFO): Mr. Aashish Gupta has been appointed as Chief Financial Officer w.e.f 1st June 2026 after the vacancy caused by the resignation of Former CFO, Mr. Rajesh Arya w.e.f 08.12.2025.

c. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed as Company Secretary & Compliance Officer of the Company in terms of provisions of Section 203 of Companies Act, 2013 w.e.f. 26.10.2019.

42. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, in consultation with the Nomination and Remuneration Committee, carried out the annual performance evaluation of the Board as a whole, its Committees, and individual Directors, including Independent Directors.

The evaluation was conducted based on various parameters such as effectiveness of the Board and Committees, participation in meetings, contribution to strategic decision-making, professional expertise, experience, independence, and overall discharge of duties and responsibilities. The Board was satisfied with the performance of the Board, its Committees, and all the Directors.

43. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015. Mr. Khushal Joshi, Practicing Company Secretary, has certified that none of the Directors on the Board of the Company for the Financial year ended 31st March, 2026 have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.

The aforesaid Certificate is attached as "Annexure B"

44. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standard of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

45. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Khushal Joshi & Associates (Peer Review No. 3554/2023) Certificate of Practice No: 19318, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial year 2025-26. The Secretarial Audit Report for the year under review is attached as "Annexure C".

Further, the Board in their meeting held on 29th January, 2026 has appointed M/s. Khushal Joshi & Associates (Peer Review No. 3554/2023) Certificate of Practice No: 19318, Practicing Company Secretaries as Secretarial Auditor of the company to fill the casual vacancy caused due to resignation of former Secretarial Auditor on 10th November, 2025 and to hold office till the conclusion of ensuing Annual General meeting in 2026.

The Board in their Meeting held on 1st September, 2026 has appointed M/s. Khushal Joshi & Associates, as Secretarial Auditor of the Company to conduct the secretarial audit of the company for the term of 5 five years i.e. from financial year 2026-27 to Financial year 2030-31, subject to members approval in ensuing General meeting and to pass, with or without modification the following-

"RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), and other applicable provision, if any, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. Khushal Joshi & Associates, Company Secretaries in Practice having Firm Peer Review No. 3554/2023 (Membership No. 44655, CP No.19318), be and are hereby appointed as Secretarial Auditor of the Company for a term of five consecutive financial years commencing from the financial year 2026-27 up to and including the financial year 2030-31, to conduct the Secretarial Audit of the Company and issue the Secretarial Audit Report and Secretarial Compliance Report, as applicable, in accordance with the provisions of the Companies Act, 2013, SEBI Regulations and other applicable laws., on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof), be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."

46. ACKNOWLEDGEMENTS:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

	For and on behalf of the Board of Directors
	M/s Jai Mata Glass Limited
	Sd/-	Sd/-
	Anu Marwah	Inesh Marwah
	(Managing Director)	(Director)
	DIN:00645865	DIN:11192771
Place: New Delhi
Date: September 01, 2026