Jainco Projects India Ltd Directors Report

TO THE MEMBERS

Your Directors are pleased to present their 35th Annual Report on the business and operations of your Company for the year ended 31st March, 2026.

FINANCIAL PERFORMANCE

Particulars	Rs in Lakhs
	2026	2025
Total Revenue	75.47	73.30
Profit before Interest, Depreciation & Taxation	54.43	54.93
Interest/Finance Cost	52.92	52.79
Depreciation/ Amortization	0.62	1.17
Profit before tax	0.89	0.97
Less: Provision for Taxation	0.20	0.24
Profit after Tax	0.69	0.73
Less: Transferred to Statutory reserve	0.14	0.15
Net Surplus in P/L including brought forward	53.12	52.57
Statutory Reserve	13.24	13.10
Net Reserve and Surplus	66.37	65.67

REVIEW OF OPERATIONS

During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 54.43 lakhs against Rs.54.93 lakhs in the previous year.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future revenue enhancement plans for the coming year, which will enhance the profitability. Hence, your directors are not recommending any dividend for the Financial Year ending 2026.

STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR

The world is recovering from war and various other challenges. We hope the economy will revive with the correction measures by regulators and also the Make in India boost. Hence we are prudently taking the decisions towards our funds and investments and monitise the opportunities based on best available options.

Company General Information	The Company is registered in the State of West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L40300WB1991PLC053444. The Companys shares are listed in BSE under code 526865
Change in status of the company	Nil
Key business developments	Company is focusing on Loans and investments and making better use of the funds
Change in the financial year	Nil
Capital expenditure programme	No present Capital Expenditure plan
Details and status of acquisition, merger, expansion, modernization and diversification	No such immediate plan
Developments, acquisition and assignment of material Intellectual Property Rights	N.A.
Any other material event having an impact on the affairs of the company	The international geopolitical environment has affected market conditions, investment valuations and the recoverability of certain receivables. Ongoing disputes and challenges relating to realisation of certain claims also continue to affect operations.
Commencement of any new Business	During the financial year under review no new business commenced by the company

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statements or Annual Reports of the Company was made during the financial year 2025-26 in respect of any of the three preceding financial years.

SHARE CAPITAL

a) Authorized Capital: Rs. 100000000/- (Rs. Ten Crore Only) divided into 10000000 Equity Shares of Rs. 10 /- each.

b) Issued Capital: Rs. 100000000/- (Rs. Ten Crore Only) divided into 10000000 Equity Shares of Rs. 10 /- each.

c) Subscribed and Paid-up Capital: Rs. 100000000/- (Rs. Ten Crore Only) divided into 10000000 Equity Shares of Rs. 10 /- each.

During the financial year under review, there was no further issue of share capital.

BOARD OF DIRECTORS

A detailed report on Board of Directors and various committee of Board is annexed as Annexure 1. STATUTORY AUDITORS

SARKAR GURUMURTHY & ASSOCIATES, Chartered Accountants, having ICAI registration number (FRN: 0314062E / M No : 051550) has been appointed in the AGM held on 29/09/2023 as Statutory Auditor for a period of 5 years i.e. until 37th AGM. The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

AUDITORS REPORT

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditor in their report

The Statutory Auditors have not expressed any qualification, reservation, adverse remark or disclaimer in their Audit Report. The matters referred to under Emphasis of Matter/Other Matters, read together with the relevant Notes (including note 2 and 24) to the Financial Statements, are self-explanatory and do not call for any further explanation by the Board. The Statutory Auditor has also not reported any fraud under Section 143(12) of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under or Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALISIS REPORT

A detailed business outlay and Business Prospect in Current Year has already been discussed in above, further other matters are as follows:

CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, description of companys objective, estimates and expectations may constitute forward looking statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either. The Company takes no responsibility for any consequence of decisions made based on such statements and holds no obligation to update these in the future.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:

The Company has a risk management framework in place under which the management identifies and monitors business risks on a continuous basis which may threaten the existence of the Company and initiates appropriate risk mitigation steps as and when required. The Company periodically place before the Board the risk assessment and minimization procedures being followed by the company and steps taken by it to mitigate those risks through a properly defined framework. Further various risk management has been also discussed in Financial Statement Note 24.4 and 24.5.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of Regulation 46(2) and paragraphs C, D and E of Schedule V are not applicable to the Company, since the paid-up equity share capital of the Company does not exceed Rs. 10 crore and its net worth does not exceed Rs. 25 crore as on the last day of the previous financial year.

Accordingly, the Corporate Governance Report and other disclosures prescribed under the aforesaid provisions are not applicable to the Company for the financial year 2025-26.

CREDIT RATING OF SECURITIES

The company has not acquired any Credit rating from any agencies during the year.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://jainco.in/investors-2

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

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 (SHW Act). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the SHW Act.

DEMATERILIZATION OF SHARES AND LIQUIDITY

The shares of the Company are under compulsory demat trading. The Company has made necessary arrangements with NSDL and CDSL for demat facility. As on 31st March, 2026, >91% (approx.) of the Companys Shares are dematerialized.

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion and likely impact on equity: Nil

Dematerialization mandatory for effecting share transfers

SEBI has vide proviso to Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of the same, the Company shall not process any requests for transfer of shares in physical mode. Shareholders who desire to demat their shares can get in touch with any Depository Participant having registration with SEBI to open a demat account and follow the procedure for share transfers.

PARTICULARS OF EMPLOYEES AND CHANGES IN DIRECTORS AND KMP

The remuneration paid to employees during the year was in affirmation to the remuneration policy of the company. The Company has no employee drawing remuneration in excess of the limits specified in section 197(12) of the Companies Act 2013 read with rule 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Changes in Director/ KMP during the year are as follows:

• Smt. Rekha Chakraborty ceased to hold office as Independent Director w.e.f. 01/10/2025 upon completion of her term.

• Shri Udit Maloo, Independent Director appointed as an Additional Independent Director w.e.f. 14/07/2025 and subsequently appointed/approved by the Members at the AGM held on 27/09/2025.

• Smt Pushpa Nahata, Independent Director appointed as an Additional Independent Director w.e.f. 10/05/2025 and subsequently approved by the Members at the AGM held on 27/09/2025.

• CS Ramakanta Goenka resigned as CS/CO wef 14/11/2025

• CS Apurv Maheshwari was appointed wef 14/02/2026 as Compliance Officer.

In terms of the provisions of sub rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (CARMP), no employee of the Company is drawing remuneration in excess of Rs. 8,50,000/- (Rupees Eight Lacs Fifty Thousand) per month or Rs. 1,02,00,000/- (Rupees One Crore Two Lacs) per annum. Further Director has not drawn any remuneration during the year, hence clauses is not applicable.

Also there is no change in remuneration of Director, other KMP or employees during the year, hence CARMP 5(ii), (iii) & (viii) is not applicable.

The Company had four permanent employees on its rolls during the year.

Further as required under CARMP 5(xii) the director and employees of the company affirm that the remuneration paid to employees is as per the remuneration policy of the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY:

(a) Energy conversation measures taken: The Company is using LED lighting at its office spaces and other location also tried to deploy as found feasible.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during the year due to the measures at (a) above.

B. RESEARCH & DEVLOPMENT (R&D):

No Research & Development activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION:

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company had no Foreign Exchange earnings and Outgo during the year under review.

ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations, wherever applicable. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY: The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at its locations it operates from. The year under review continued to be NIL accident year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134/ Section 134(5) of the Companies Act, 2013, the Board of Directors of the company confirms that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; Wherever instances of suspected fraud or other irregularities came to the notice of the Company, appropriate legal action, including initiation of criminal proceedings, was taken, wherever considered necessary.

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

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

MATERIAL SUBSIDIARIES

The company has no material subsidiaries.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year except as allowed under Companies Act 2013 / in general course of business of the company as NBFC and covered in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Disclosures with respect to demat suspense account/ unclaimed suspense account:

Company does not require to open demat suspense account/unclaimed suspense account.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done as per the schedule defined by the management. The reports for the above are compiled and submitted to Board of Directors for review and necessary action.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The present financial position of your Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

SECRETARIAL AUDITORS

The Board has appointed DKS & Co., Company Secretaries, to conduct Secretarial Audit for the financial year. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure-2 to this Report.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report

The Board has noted the observations contained in the Secretarial Audit Report and provides the following comments:

1. Committee Constitution: The observation has been noted and necessary steps are being taken to align the constitution of the Committees with the applicable requirements, wherever required.

2. The Company has already applied for delisting from the Calcutta Stock Exchange. The matter is pending and the Company shall take such further steps as may be required.

3. The Company is of the view that the Annual Return was duly certified in accordance with the applicable provisions of Section 92(2) of the Companies Act, 2013 and the applicable certification requirements.

4. The discrepancy in disclosure of tenure has been noted. The Company has considered the tenure as approved by the Members at the AGM held on 27/09/2025 and, accordingly, no further change is presently considered necessary.

5. The discrepancy in the effective date of change in designation has been noted. The same has no impact on the substantive appointment or tenure of the Independent Directors, which remains as approved by the Members at the AGM, namely from May 10, 2025 to September 30, 2029 in the case of Ms. Pushpa Nahata and from July 14, 2025 to September 30, 2029 in the case of Mr. Udit Maloo. Appropriate corrective action in the statutory filing shall be taken, wherever required.

6. The omission referred to in the ROC form has been noted. The same occurred during migration to the MCA V3 system and due to limitations/restrictions in the relevant fields. Appropriate corrective action shall be taken, wherever required, and due care shall be exercised in future filings.

7. Structured Digital Database (SDD): The Company has taken steps to strengthen its SDD system, records and audit trail and has implemented an appropriate digital system for maintaining the requisite records.

8. The observations relating to appointment/cessation and related filings have been noted. The appointment and resignation were in the capacity of Compliance Officer and the Company had accordingly not treated the said designation as a separate KMP appointment under the Companies Act, 2013.

9. NCLT/CIRP Disclosure: The proceedings are being contested by the Company. The observations regarding disclosure requirements have been noted. The Company states that the relevant notice was received on 26/07/2025 and intimation thereof was made to the Stock Exchange on the same date. Appropriate disclosures were made in accordance with the applicable requirements while safeguarding the legitimate rights and interests of the Company.

10. The Company has taken steps to strengthen the process relating to notices, proof of dispatch, attendance records and maintenance of meeting records. Required disclosures are also made to the Stock Exchanges, wherever applicable.

11. The Company is taking necessary steps to update and maintain statutory disclosures on its website in accordance with the applicable requirements.

Certain observations arose on account of the time lag between submission of the requisite documents and issuance of the Secretarial Audit Report. The Board has taken note thereof and shall endeavour to ensure better coordination in future.

SECRETARIAL STANDARDS

The Company has generally complied with the applicable Secretarial Standards, subject to the observations contained in the Secretarial Audit Report, if any.

COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Calcutta Stock Exchange Ltd. (CSE), which is under process. The Company had already obtained approval from its shareholders for delisting from all other Stock Exchanges except exchange with nationwide connectivity.

OTHER MATTERS

• Company has long back applied for delisting from The Calcutta Stock Exchange Ltd. (CSE), hence stopped payment of listing fees to CSE LTD as exchange is non functional.

• NSE has wrongfully inserted the name of the company in the Promoter group of Xedd Telecom Limited (Liquidated Company). The management are taking steps to remove the name of the company from the promoter group of Xedd Telecom Limited.

• Apart from the matters stated above, the Company has generally complied with the applicable requirements of SEBI Regulations and the Stock Exchanges, subject to the delays/observations as disclosed herein or in the Secretarial Audit Report.

• Wherever there was delay in some filings / regulatory compliance which was rectified and fees / late fees was also paid for regularisation of the same.

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: One bank has filed an application under Section 7 against the company, the company is contesting the same, the application was pending adjudication as at the end of the financial year.

• The 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- Not Applicable.

• It is stated that any disclosure of disputed amounts, liabilities, or claims in financial statements or in other report is made solely for compliance and disclosure purposes pending accounting treatment, and that such disclosure shall not, in any manner, be construed as an admission of liability or as an acknowledgment of debt within the meaning of the Limitation Act, 1963 or any other applicable law.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. Many ongoing litigations are filed against / by the company, financial impact of all these are not yet taken as matters are sub judice.

DISCLOSURE BY THE MANAGEMENT

Your Board has received confirmation from its managerial staff that they had no personal interest in any material, financial and commercial transactions of the company except as mentioned elsewhere in the report.

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

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2026 and the date of this report affecting financial position of the Company except those which are mentioned in this report/ financial statement.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

	By order of the Board of Directors
	For JAINCO PROJECTS (INDIA) LIMITED
	(SUMIT BHANSALI)
Place: Kolkata	MANAGING DIRECTOR
Dated: 30/05/2026	DIN:00361918