Jainex Aamcol Ltd Directors Report

DEAR MEMBERS,

Your directors have pleasure in presenting the 77th Annual Report on the affairs of the Company together with the Audited Statement of Accounts of Jainex Aamcol Limited (the "Company"), for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of the company for the Financial Year 2024-25 in comparison to the previous financial year 2023-24 are summarized below:

Amount in Lakhs

PARTICULARS	2024-25	2023-24
Turnover	2378.73	2094.00
Other Income	6.09	4.97
Total Revenue	2384.82	2099.37
Earnings before interest tax,depreciation,	142.51	184.00
exceptional items and amortization.(EBITDA)
Interest	(34.77)	(44.04)
Depreciation	(64.17)	(65.32)
Profit/(Loss) before Extra-ordinary	43.57	74.52
items & Taxes
Exceptional items	0	0
Extraordinary items	0	0
Profit/(Loss before Taxes	43.57	74.52
Current Tax	16.60	28.71
Earlier Year	0	0
Deferred Tax	(7.52)	(6.13)
MAT Credit Carried forward	0	0
Profit/(Loss) after tax	34.49	51.94

2. STATE OF COMPANYS AFFAIRS

During the year under review, there was increase in the turnover of the Company as compared with the previous year i.e. from Rs. 2378.73 Lakhs to Rs. 2094.40 Lakhs.

The Company has reported Net Profit of Rs. 34.49 Lakhs against Net profit of Rs. 51.94 Lakhs in the previous year.

3. TRANSFER TO RESERVES

The Company has earned profits during the financial year 2024-25, but the Board of Directors of your Company, have decided not to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL

The Paid-up Share capital as on March 31, 2025 was Rs. 1,49,63,380/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

The Company had received an approval from Stock Exchanges for such reclassification of shares on August 9, 2024 for reclassifying Mrs. Ketaki Mazumdar shares, along with shares belonging to her late husband, Mr. Ronojoy Mazumdar, and late brother-in-law, Mr. Sujoy Mazumdar from Promoter Group to Public Category under regulation 31A of the (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015")

Following are the details of their shareholding: -

Name of the Promoter Group	No. of shares held	Percentage of the total equity capital of the Company (%)
Mrs.Ketaki Mazumdar	75,811	5.07
Late Mr. Ronojoy Mazumdar	34,320	2.29
Late Mr. Sujoy Mazumdar	15,575	1.04
Total	1,25,706	8.04

Rights Issue

The Board approved on December 09, 2024 a fund-raising corporate action by way of issuance of equity shares of the Company to its existing shareholders on a rights basis in order to fund the expansion program of the Company. SEBI thereafter on March 11, 2025 have relaxed the rights issue procedure and made the process simpler and faster. In order to take advantage of the new process, the Board had in supersession of the earlier resolution, without any change in the object or amount to be raised, passed a fresh resolution authorizing the company to raise capital by way of a rights issue.

Accordingly, Board of Directors of the Company at its meeting held on April 17, 2025, in supersession of the earlier resolution passed on December 09, 2024 inter alia approved issuance of equity shares having a face value of Rs.10/- each by way of a rights issue for an amount not exceeding Rs. 900.00 Lakhs ("Rights Issue") in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Companies Act, 2013 and other applicable laws.

In terms of Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations"), the Board has applied to BSE Ltd for "In-principal approval" prior to issue and allotment of equity shares on rights basis.

5. DIVIDEND

To conserve the funds for future business growth, your Directors have not recommended any dividend on equity shares in respect of the financial year 2024-25.

6. PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are neither unpaid / unclaimed deposits nor any default in repayment thereof.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company has no Subsidiary or Joint Venture Companies. However, the Company is an Associate Company of Jainex Foods Private Limited.

8. BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were held on 30th May, 2024; 14th August, 2024; 28th August, 2024; 25th November, 2024, 09th December, 2024 and 14th February, 2025.

9. COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee/Nomination & Remuneration Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

11. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2025 is hosted on the Companys website viz. https://www.jainexaamcol.com.

12. LOAN FROM BODY CORPORATE

Particulars of loan from Body Corporate are provided in Note No. 13 and Note No. 16 of the financial statements.

13. LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in Note No. 13 of the financial statements.

14. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION

186 OF THE COMPANIES ACT, 2013

During the Financial Year under review, the Company has not provided any loans and not made any investment, neither given any guarantee nor provided any security.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The Company has adopted new technologies and corrective measures to cope up with the current market situations. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The Company had Foreign Exchange earnings/outgo during the year under review.

The Foreign Exchange earned in terms of actual inflows during the financial year 2024-25 is Rs. 583.09 Lakhs.

The Foreign Exchange outgo in terms of actual outflows during the financial year 2024-25 is Rs. 219.04 Lakhs.

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as "Annexure A" which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for reappointment at the AGM. Mr. Kunal Bafna, Whole-time Director, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and he being eligible has offered himself for re-appointment. The Board of Directors recommends his reappointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

2. During the year under review, Ms. Bharati Bafna (DIN: 01089137), who was eligible to retire by rotation, was re-appointed as a director at the 76th Annual General Meeting held on September 30, 2024.

3. The Company has received individual declaration from all the Independent Director(s) of the Company under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. The Board places on record its sincere appreciation for the valuable guidance, strategic insights, and contributions made by Mr. Rahul Dugar during his tenure as Director of the Company. His efforts have been instrumental in supporting the Companys initiatives and governance. The Board also extends its best wishes to him in all his future endeavours, following his resignation from the Directorship with effect from 31st March, 2025.

5. The Board places on record its sincere appreciation for the invaluable guidance, dedicated leadership, and significant contributions of Mr. M. Z. Kothari during his tenure as Managing Director of the Company. His vision and commitment have been instrumental in driving the Companys growth and success. The Board extends its best wishes to him in his future endeavours, following his retirement from the post with effect from 31st March, 2025.

6. Mr. Hitesh Mulraj Popat (DIN: 00407897) and Mr. Sunil Sampatraj Parakh (DIN: 01111159) had completed their second term as Independent Directors on March 31, 2025. Consequently, they ceased to be the Independent Directors of the Company w.e.f. closing of business hours of March 31, 2025. The Board places on record its appreciation for their contributions during their tenure as Independent Director.

7. Mr. Daljeet Singh Saluja (DIN: 02009609) was appointed as an Additional Director and Non-Executive and Independent Director, on the Board of the Company with effect from 01/04/2025 for the first term of 5 years. Therefore, the Board of directors recommends his regularization as a Director, Non-Executive and Independent Director at the ensuing Annual General Meeting.

8. Mr. Prashant Chintaman Wadile (DIN 08010243) as an Additional Director and Whole-time Director, on the Board of the Company with effect from

01/04/2025 for the first term of 3 years. Therefore, the Board of directors recommends his regularization as a Director and Whole-time Director at the ensuing Annual General Meeting.

9. The term of Mr. Kunal Bafna as whole-time Director will expire on 07th October, 2025, therefore, the Board on the recommendation of the Nomination and Remuneration Committee appointed Mr. Kunal Bafna, (DIN: 00902536) as Whole-time Director of the Company for a period of three years w.e.f. October 8, 2025 to October 7, 2028 at Board Meeting held on 11/08/2025 on the terms & conditions and at a remuneration plus benefits and perquisites as approved by the Nomination and Remuneration Committee, subject to the approval of the members of the Company at the ensuing Annual General Meeting.

10. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have re-appointed Mr. Sachindra Misra (DIN: 08943363) as an Independent Non-Executive Director of the Company for a second term of 5 (five) consecutive years commencing from June 30, 2026, subject to the approval of the shareholders. His current term is valid up to June 29, 2026.

11. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have re-appointed Mr. Murli Dhar Motwani (DIN: 09264470) as an Independent Non-Executive Director of the Company for a second term of 5 (five) consecutive years commencing from August 03, 2026, subject to the approval of the shareholders. His current term is valid up to August 02, 2026.

None of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: -

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that they 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 your Company as at March 31, 2025 and of the profit and loss of the Company for that period;

c) that they 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) that they have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

18. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is on the verge of completion of its Expansion Project. The Project on Completion will lead to

1) increase in the installed Capacity of existing products,

2) production of New Products like Shaper Cutters, Mastergears and Skiving Cutters,

3) will result in better quality of Big Module Hobs and Worm Wheel Hobs

4) increased efficiency of Production.

The Company has availed Working Capital and Term Loan facility amounting to Rs. 160.00 million from ICICI Bank Limited ("Bank") on the terms and conditions as set out in the indicative Credit Arrangement Letter ("CAL") No. CAL435278023243 dated August 27, 2024 issued by ICICI Bank and any amendments, renewals or modification made thereto by ICICI Bank from time to time. The Promoters and Directors have extended unsecured loans to the Company for this project and the same is expected to be converted into Equity, at a premium, in the companys right issue.

All the Machines for this Project have already arrived and some of them have been put to use. The building for the project is expected to be ready by August end and trial Productions are expected to commence in September 2025.

19. AUDITORS

M/s. R K Jagetiya & Co., Chartered Accountant (Firm Registration No. 146264W) as the Statutory Auditors of the Company, was appointed for a term of 5 years from F.Y. 2023-24 to 2027-28 by the members at the 75th AGM of the Company held on September 30, 2023.

20. AUDITORS REPORT

The Auditors Report for the financial year 2024-25 does not contain any adverse remarks, qualifications or reservation or disclaimer, which required explanation / comments by the Board. The notes on financial statements referred to in the Auditors Report are self-explanatory.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary, bearing Membership No. 8276 and Certificate of Practice No. 2871 to conduct Secretarial Audit of the Company for the financial year 2024-25 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as

"Annexure B" (Form MR-3)".

In terms of Regulation 24A of LODR Regulations read with SEBI notification dated December 12, 2024, and other applicable provisions, the Company can appoint a peer reviewed firm as secretarial auditors for not more than two (2) terms of five (5) consecutive years. On the basis of recommendations of the Audit Committee, the Board of Directors, at its meeting held on August 11, 2025, approved the appointment of M/s. Prabhatratna Pandey & Co, Company Secretaries (Membership No.: A73483) as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. The appointment is subject to approval of the shareholders of the Company.

M/s. Prabhatratna Pandey & Co, Company Secretaries has given their consent to act as Secretarial Auditors of the company and confirmed that their aforesaid appointment (if approved) would be within the limits specified by Institute of Company Secretaries of India. Furthermore, in terms of the amended regulations, M/s. Prabhatratna Pandey & Co, has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate.

22. DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

23. LISTING OF SHARES

The Companys equity shares continue to be listed on The Bombay Stock Exchange Ltd (BSE).

24. UNCLAIMED AND UNPAID DIVIDENDS

The 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).

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2024-25 under review, all contracts / arrangements / transactions entered by the Company entered by the Company were in ordinary course of business and at arms length basis. The Company had not entered into material related party transactions which could have had a potential conflict with the interests of the Company and hence, enclosing of Form AOC-2 is not required. Particulars of Related Party Transactions of the Company are provided in Note No. 30 of the financial statements.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

27. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as "Annexure C".

28. COMMITTEES OF BOARD

Following are the committees which are constituted by the Company:

A. AUDIT COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the Board reconstituted the Audit Committee on April 17, 2025, comprising of the following members:

Name	Designation	Category
Mr. Sachindra Misra	Chairman	Independent /Non Executive Director
Mr. Daljeet Saluja	Member	Independent /Non Executive Director
Mr. Murlidhar Motwani	Member	Independent /Non Executive Director

B. NOMINATION AND REMUNERATION COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the Board reconstituted the Nomination and Remuneration Committee on April 17, 2025, comprising of the following members:

Name	Designation	Category
Mr. Sachindra Misra	Chairman	Independent /Non Executive Director
Mr. Daljeet Saluja	Member	Independent /Non Executive Director
Mr. Murlidhar Motwani	Member	Independent /Non Executive Director

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel and the same has been uploaded on companys website. Nomination & Remuneration Policy is annexed to this report in "ANNEXURE C".

C. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED

DISCLOSURE.

The Board of Directors having an Anti-Sexual Harassment Committee comprising of following members.

Name	Designation	Category
Mrs. Bharati Bafna	Chairman	Executive Director
Ms. S. L. Chavan	Member	Employee
Ms. D. S. Dhabewar	Member	Employee

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL b. Number of Complaints disposed off during the year: NIL c. Number of cases pending for more than ninety days: NIL

29. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

30. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Friday, February 14, 2025, inter-alia, to discuss:

I. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

II. Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

III. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

31. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns.

33. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

(IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

35. COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

36. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER

SECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products / services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under "Annexure D", which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Companies by Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with section as "Annexure E".

39. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

40. ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to IND AS.

41. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS:

There are no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

43. CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulations 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force with effect from 01st December, 2015 as the Paid-up Share Capital of the Company is less than Rs.10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial Results of the Company for the quarter and year ended March 31, 2025.

44. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

45. PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board of Directors, its committees and individual Directors ("Policy"). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprised of the following key areas:

i. the role of a Board Members is clearly defined and understood;

ii. the Board has ensured that the organizations accomplishments and challenges are communicated to Members and Stakeholders;

iii. the spread of talent within the Board reflects the Companys needs;

iv. all Board Members bring valuable skill and experience to the Company;

v. the composition of the Board is sufficient to carry out the work required of it; vi. the matters relating to the Company are discussed in a structured manner;

vii. the Board knows and understands the Companys mission, vision and strategy; the Boards Meeting agenda clearly reflects strategic plan or priorities;

viii. the Board papers contain the correct amount and type of information;

ix. all Board Members participate in important Board discussions

x. the Board knows and keeps abreast of trends and issues affecting the market in which the Company competes

xi. the Board understands the business it is governing;

xii. the Board Members actively engage in networking for the benefit of the Company;

xiii. the Board Members have sufficient financial skills to ensure that the Board can discharge its governance responsibilities;

xiv. the Company have relevant internal reporting and compliance systems;

xv. the Board Members are aware of their risk assessment duties as Directors;

xvi. there is a clear understanding of the Companys business risk;

xvii. the Board encourages Directors to pursue opportunities for personal development;

xviii.the Board have a succession plan in place for the Directors, KMP and Senior Management Personnel;

xix. responsibilities have been effectively delegated amongst the Executive Directors, KMP and Senior Management Personnel;

xx. There is good communication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of Board of Directors inter-alia comprised of the following key areas:

i. the Committees have been constituted in compliance with the requirement of Listing Regulations and the Companies Act, 2013 read with the Rules there under;

ii. the role/terms of reference of the Committee Members is clearly defined and understood;

iii. the composition of the Committee is sufficient to carry out the work required of it;

iv. the Committee knows and understands the Companys mission, vision and strategy; v. the Committees Meetings are properly conducted and agenda papers contain the correct amount and type of information;

vi. all Committee Members participate in discussion making;

vii. the Committee Members have sufficient skills to ensure efficient discharge of responsibilities;

viii. There is good communication between the Committees and the Board.

ix. the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia comprised of the following key areas:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising their duties;

iii. exercise their responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to their professional obligations for informed and balanced decision making;

v. assist the Company in implementing the best corporate governance practices;

vi. strive to attend all Meetings of the Board of Directors and of the Board committees of which they are members;

vii. moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholders interest;

viii. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk Management are robust and defensible;

ix. strive to safeguard the interests of all stakeholders, particularly the minority shareholders;

x. balance the conflicting interest of the stakeholders;

xi. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts;

xii. keep themselves well informed about the Company and the external environment in which it operates;

xiii. participate constructively and actively in the committees of the Board in which they are chairpersons or members; xiv. strive to attend the general Meetings of the Company;

xv. acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

xvi. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

xvii. ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

xviii.report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, if any;

xix. maintain confidentiality of information such as commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law;

xx. abide by Companys Memorandum and Articles of Association, Companys policies and procedures including code of conduct, insider trading guidelines etc;

xxi. they express concerns about the running of the Company or a proposed action and ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that the concerns are recorded in the Minutes of the Board Meeting;

xxii. develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior Management of the Company;

xxiii. fairly contribute towards proper functioning of Board or Committees of the Board.

The evaluation framework for assessing the performance of Independent Directors inter-alia comprised of the following key areas:

i. satisfy the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations;

ii. help in bringing an independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk Management, resources, key appointments and standards of conduct;

iii. bring an objective view in the evaluation of the performance of Board and Management;

iv. actively scrutinize the performance of Management in Meeting agreed goals and objectives and monitor the reporting of performance;

v. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

vi. contribute to determine appointment and remuneration of executive Directors, Key Managerial Personnel (KMP) and senior Management;

vii. exercise objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.

In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas.

46. INDEPENDENT DIRECTORS

In accordance with Section 149 (7) of the Companies Act, 2013, and Regulation 16(1)(b) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

47. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

48. ACKNOWLEDGEMENTS

Your directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, their employees, regulatory authorities and its bankers. Your directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

	For and on behalf of the Board of Directors
	For Jainex Aamcol Limited
Place : Aurangabad	Kunal Bafna	Prashant Chintaman Wadile
Date : 11/08/2025	Whole-time Director	Whole-time Director
	DIN : 00902536	DIN : 08010243