Jainam Ferro Alloys I Ltd Directors Report

To,

The Members,

Jainam Ferro Alloys (I) Limited

Your Directors take pleasure in presenting their 12^thAnnual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended as on 31^st March, 2026.

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 2025-26.

The Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026, prepared in accordance with the applicable provisions of the Companies Act, 2013, the Indian Accounting Standards (Ind AS) and other applicable accounting principles, form part of this Annual Report.

The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below. The Boards Report has been prepared based on the Standalone and Consolidated Financial Statements of the Company.

During the financial year under review, the Company recorded Revenue from Operations of Rs..20,560.87 Lakhs as compared to Rs..22,139.48 Lakhs in the previous financial year. The Company reported a Profit After Tax (PAT) of Rs..674.40 Lakhs as against Rs. 1072.63 Lakhs in the previous financial year. The financial performance reflects the Companys continued focus on operational efficiency, prudent financial management and sustainable business growth.

On a consolidated basis, the Company recorded Revenue from Operations of Rs.20621.04 Lakhs during the financial year under review as compared to Rs.22193.32 Lakhs in the previous financial year. The Profit After Tax (PAT) stood at Rs.651.67 Lakhs as against Rs.998.50 Lakhs in the previous financial year, reflecting the overall performance of the Company and its subsidiaries.

A detailed analysis of the operational and financial performance of the Company during the financial year under review, together with the industry outlook, opportunities, risks and other relevant information, forms part of the Management Discussion and Analysis Report, which is presented as a separate section of this Annual Report and should be read in conjunction with this Report and the Audited Standalone and Consolidated Financial Statements.

With a view to conserving the Companys financial resources for supporting its business operations, future growth initiatives and long-term value creation, the Board of Directors has decided not to recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2026.

The Board believes that retaining the profits will strengthen the Companys financial position and provide adequate resources to meet its working capital requirements and strategic business objectives.

4.

During the financial year ended 31st March, 2026, the Board of Directors has not transferred any amount to the General Reserve. The entire balance of the profits for the financial year forms part of the Retained Earnings under the head "Other Equity" in the Standalone and Consolidated Financial Statements of the Company.

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.

i. Authorised Share Capital: During the financial year ended 31st March, 2026, there was no change in the Authorised Share Capital of the Company. As on 31st March, 2026, the Authorised Share Capital of the Company stood at Rs.13,50,00,000, divided into 1,35,00,000 Equity Shares of Rs.10 each.

ii. Paid-Up Share Capital: During the year under review, the Company allotted 11,50,000 (Eleven Lakhs Fifty Thousand) Equity

Shares of face value of Rs.10/- (Rupees Ten only) each at an issue price of Rs.221/- (Rupees Two Hundred and Twenty-One only) per Equity Share, comprising face value of Rs.10/- per share and a securities premium of Rs.211/- per share, on a preferential basis to persons belonging to the "Non-Promoter Category".

Except for the aforesaid allotment, there was no change in the issued, subscribed and paid-up share capital of the Company during the year under review. Accordingly, as on 31st March, 2026, the issued, subscribed and paid-up share capital of the Company stood at ^11,71,12,000/-, comprising 1,17,11,200 (One Crore Seventeen Lakhs Eleven Thousand Two Hundred) Equity Shares of Rs.10/- each, fully paid-up.

On 23rd July 2025 and 1st November 2025, the Company announced the implementation of captive solar power plants of 20.7 MWp AC / 27 MWp DC at Village Tekapar, District Khairagarh, Chhattisgarh, and 4.4 MWp AC / 6 MWp DC at Village Thelkadih, District Khairagarh, Chhattisgarh, respectively. The projects are being developed through EDMC Renewables Private Limited in one or more phases, at an estimated project cost of approximately Rs.85.00 Crore and Rs.18.00 Crore, respectively. The projects are proposed to be funded through the Companys internal accruals and existing banking facilities.

The captive solar power plants are being established primarily to meet the captive power requirements of the Companys ferro manufacturing operations. The projects are expected to reduce the Companys dependence on conventional sources of power, optimise energy costs, improve operational efficiency and support the Companys long-term sustainability objectives.

The initiative is also expected to contribute towards reduction in the Companys carbon footprint and increased adoption of renewable energy, thereby reinforcing the Companys commitment to environmentally sustainable and energy-efficient business operations.

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 2025-2026 is available on the companys website www.iainamferro.com.

b) Formulate the criteria for determining qualifications, positive attributes and independence of a Director while formulating the policy under (b) above, ensure that;

c) Formulate and recommend to the Board the Nomination and Remuneration Policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel;

d) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management Personnel of the quality required to manage the affairs of the Company successfully;

e) Ensure that the remuneration is linked to individual performance, responsibilities and appropriate performance benchmarks and is aligned with the long-term objectives and interests of the Company;

f) Formulate the criteria and specify the manner for the annual performance evaluation of the Board, its Committees and individual Directors, including Independent Directors, and review its implementation and compliance;

g) Formulate and recommend a policy on diversity of the Board of Directors;

h) Review the performance of Independent Directors and recommend to the Board whether to extend or continue their term of appointment based on the outcome of the performance evaluation;

i) Recommend to the Board all remuneration, in whatever form, payable to Senior Management Personnel;

j) Carry out such other functions and responsibilities as may be assigned by the Board of Directors or as may be prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws from time to time.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility ("CSR") Committee to oversee and monitor the Companys CSR initiatives and activities in accordance with the applicable statutory requirements:

During the Financial Year 2025-26 under review 2 (Two) meetings of the CSR Committee were held, dated 26/05/2025 and 13/03/2026.

The Composition of the CSR committee is as follows: -

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

The Company is committed to conducting its business in a socially responsible and sustainable manner. As part of its Corporate Social Responsibility ("CSR") initiatives, the Company strives to create a positive and lasting impact on society by supporting programmes in the areas of education, healthcare, environmental sustainability, road safety, rural development, promotion of sports and other community welfare initiatives in accordance with the provisions of the Companies Act, 2013.

The Company believes that sustainable business growth is intrinsically linked with the well-being of the communities in which it operates. Through its CSR initiatives, the Company endeavors to contribute towards inclusive and sustainable development by creating long-term value for society and other stakeholders. The CSR programmes are undertaken with the objective of improving the quality of life of the communities and fostering responsible corporate citizenship.

During the year 2025-26 the Company has spent Rs. 36,55,336/- (Rupees Thirty -Six Lacs Fifty-Five Thousand Three Hundred and Thirty-Six Only). Details for the same attached as Annexure -III.

In compliance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a structured Familiarization Programme for its Independent Directors with a view to enable them to understand the Companys business, industry, operations, regulatory environment and their roles, rights and responsibilities.

At the time of appointment, every Independent Director is provided with a formal letter of appointment setting out, inter alia, the terms and conditions of appointment, role, duties, responsibilities and expected contribution as a member of the Board

The Company conducts orientation and familiarization programmes for all newly appointed Independent Directors. The Executive Directors and Senior Management Personnel make detailed presentations on various aspects of the Companys business and operations to enable the Directors to gain a comprehensive understanding of the Companys activities, business model and governance framework.

The familiarization programmes, presentations and periodic updates, inter alia, cover the following areas:

a) The Companys business model, operational performance, strategic initiatives and industry outlook;

b) Organizational structure, products and services, finance, human resources, information technology, quality systems and risk management framework;

c) Roles, responsibilities, rights and obligations of Directors under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws;

d) Corporate governance practices, Board processes and functioning of various Board Committees;

e) Review and analysis of financial statements, internal financial controls and audit processes; and

f) Regulatory developments, including the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other significant legal and regulatory updates relevant to the Company.

The Independent Directors are also kept informed of significant developments relating to the Companys business, industry, regulatory changes and risk management through presentations made at the meetings of the Board and its Committees. These ongoing interactions enable them to effectively discharge their duties and contribute meaningfully to the deliberations of the Board.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they continue to remain independent of the management.

The Independent Directors have also confirmed compliance with the provisions relating to registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable, in accordance with Section 150 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations received and after due assessment, the Board is of the opinion that all the Independent Directors fulfil

the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties as Independent Directors of the Company.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors, to the best of its knowledge and belief and based on the information and explanations made available to it, hereby confirms that:

i. In the preparation of the annual financial statements for the financial year ended 31st March, 2026, the applicable Accounting Standards have been followed, and there are no material departures requiring explanation;

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of its profit and cash flows for the financial year then ended;

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 financial statements have been prepared on a going concern basis;

v. Proper internal financial controls have been laid down by the Company and such internal financial controls are adequate and were operating effectively throughout the financial year; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and 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 2025-26 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 companys 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 Directors 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 arms 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.

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

(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.

(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 equipments: Nil

(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)

- the details of technology imported; NA

- the year of import; NA

- whether the technology been fully absorbed; NA

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

- the expenditure incurred on Research and Development; NA

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:

The Company has established an appropriate Risk Management Framework commensurate with the nature, size and complexity of its business. The framework is designed to identify, assess, monitor and mitigate key business and operational risks that may adversely affect the Companys performance and the achievement of its strategic objectives.

The Company has in place a well-defined Risk Management Policy that provides a systematic approach for risk identification, assessment, evaluation, monitoring and mitigation. The framework encompasses both business and non-business risks, including strategic, operational, financial, legal, regulatory and other emerging risks. The Board of Directors periodically reviews the risk management framework and the effectiveness of the mitigation measures to ensure that significant risks are appropriately managed.

The business environment continues to remain dynamic and competitive. The Company endeavors to address these challenges by focusing on operational efficiency, technological advancements, product quality, innovation and prudent business practices, thereby enhancing its long-term competitiveness and sustainable growth.

The Companys internal control and risk management systems are commensurate with the size, scale and complexity of its operations and are subject to periodic review for continuous improvement. The key risks faced by the Company and the measures adopted to mitigate such risks are discussed in detail in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

As on 31st March, 2026, the Company has one subsidiary, namely JW Diagnostic and Research Center Private Limited. The Company does not have any joint venture or associate company.

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 the salient features of the financial statements of the subsidiary in Form AOC-1 as Annexure I forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, together with the audited financial statements of the subsidiary and other relevant documents, are available on the website of the Company for inspection by the members.

During the financial year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no outstanding public deposits as on 31st March, 2026. The Company has complied with the applicable provisions of Chapter V of the Companies Act, 2013 and the rules made thereunder, and has not accepted any deposits in contravention of the said provisions.

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.

The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business operations. The internal financial control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Audit Committee periodically reviews the adequacy and effectiveness of the Companys internal financial controls, internal audit systems and risk management framework. Appropriate policies and procedures are in place to ensure compliance with applicable laws, accounting standards and internal operating policies.

The Company has established processes to identify, assess, monitor and mitigate significant business and operational risks. Key risks identified by the management are regularly reviewed, and appropriate corrective and preventive actions are taken to strengthen the internal control environment on a continuous basis.

Based on the evaluation carried out during the financial year under review, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other misconduct.

The Vigil Mechanism provides adequate safeguards against victimisation of whistle blowers and ensures confidentiality of the complaints received. It also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. During the financial year 2025-26, no person was denied access to the Chairperson of the Audit Committee under the Vigil Mechanism.

The Whistle Blower Policy is available on the Companys website at www.iainamferro.com .