Jaipan Industries Ltd Directors Report

During FY 2025-26, the Company achieved a total revenue of Rs27,35,30,320, with a Profit before Tax of Rs3,32,97,494. This includes an Exceptional Item of Rs2,99,81,245 being the Insurance Claim received against the loss by fire (relating to the earlier incident at the Vasai-Palghar plant). Profit before Exceptional Items stood at Rs33,16,249.

The performance reflects a strong recovery and turnaround compared to FY 2024-25, in which the Company reported a total revenue of Rs28,76,07,301 and a Profit before Tax of Rs23,59,062. The recognition of the insurance claim during the year significantly strengthened the Companys financial position, resulting in Reserves and Surplus turning positive and a substantial improvement in cash flows.

Key performance indicators for FY 2025-26 include an Earnings Per Share (EPS) of Rs5.46 (basic) from continuing operations (as against Rs0.39 in the previous year).

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain close from 28th September, 2026 to 30th September, 2026 (both days inclusive) for the 60th Annual General Meeting of the Company scheduled to be convened on 30th September, 2026 at 17, Cama Industrial Estate, Walbhat Road, Goregaon (East), Mumbai- 400063.

As at 31st March, 2026, the Reserves and Surplus of the Company stood at a positive balance of Rs1,60,83,003.20, as against a deficit of Rs1,72,12,917 as at 31st March, 2025.

The composition of Reserves and Surplus includes Investment Subsidy of Rs6,39,500, Capital Redemption Reserve of Rs5,00,000, Securities Premium Account of Rs82,97,000, Investment Allowance Reserve of Rs2,06,649, and Surplus in the Statement of Profit and Loss of Rs64,39,854.20.

The entire improvement during the year is attributable to the movement in the Surplus in the Statement of Profit and Loss. The opening deficit of Rs2,68,57,643.58 as at 1st April, 2025 was converted into a positive closing balance of Rs64,39,854.20 as at 31st March, 2026, after adding the Profit for the year of Rs3,32,97,494.05.

This Profit includes an Exceptional Item of Rs2,99,81,245 representing the Insurance Claim received against the loss by fire relating to the earlier incident at the Vasai-Palghar plant. As a result of this strong performance, the accumulated deficit has been completely wiped out and the Company has moved into a positive reserves position.

No amount was transferred to or from any other specific reserves during the year.

The Company has diligently managed its financial obligations, with long-term borrowings standing at Rs2,56,30,088 as of 31st March, 2026, compared to Rs2,63,75,124 as of 31st March, 2025.

This reflects a modest reduction during the year, primarily on account of repayment of the Bank of Baroda Covid Loan (which reduced from Rs31,16,667 to Rs14,16,667). The major portion of the long-term borrowings continues to comprise unsecured loans from related parties amounting to Rs2,42,13,421 as at 31st March, 2026 (as against Rs2,32,58,457 as at 31st March, 2025).

The Company continues to service its long-term obligations in a timely manner while maintaining adequate liquidity to support ongoing operations.

The Company has actively managed its short-term financial obligations, with short-term borrowings standing at Rs4,58,28,452 as of 31st March, 2026, compared to Rs4,41,33,923 as of 31st March, 2025.

This reflects a modest increase of Rs16,94,529 during the year. The entire short-term borrowings continue to comprise the secured Cash Credit facility from the bank, which is secured by way of hypothecation of book debts and stock. The facility is being utilised to meet the working capital requirements of the Company in the ordinary course of business.

The net value of fixed assets (Tangible Assets) as of 31st March, 2026, stands at Rs1,21,06,859, compared to Rs1,41,99,655 as of 31st March, 2025.

This decrease of Rs20,92,796 is primarily on account of depreciation of Rs21,19,669 charged during the year, partially offset by minor capital additions of Rs26,873. The Gross Block of fixed assets as at 31st March, 2026 stood at Rs7,87,67,094 (as against Rs7,87,40,221 as at 31st March, 2025). Detailed schedules of Property, Plant and Equipment are provided in Note 2 of the financial statements.

The Company has not made any addition in investments during the year under review. The Non-current investments remain unchanged at Rs3,26,068 as at 31st March, 2026 (same as at 31st March, 2025), comprising investment in equity shares of Malad Co-operative Society Limited and Investment in Golden Coin.

During the year under review, there was no change in the authorised or paid-up share capital of the Company.

The Authorised Share Capital of the Company as at 31st March, 2026 is Rs6,10,00,000 (Rupees Six Crore Ten Lakh Only) divided into 61,00,000 equity shares of Rs10 each.

The Issued, Subscribed and Paid-up Share Capital of the Company remains Rs6,09,98,400 (Rupees Six Crore Nine Lakh Ninety-Eight Thousand Four Hundred Only) divided into 60,99,840 equity shares of Rs10 each fully paid-up. There was no change in the paid-up share capital structure during the financial year ended 31st March, 2026.

Subsequent to the year-end, there have been open-market sales of equity shares by certain members of the Promoter Group in June-July 2026, resulting in a reduction in the Promoter Group holding. However, these transactions have not resulted in any change in the issued, subscribed or paid-up share capital of the Company.

As of 31st March, 2026, the cash and cash equivalents of the Company stood at Rs1,77,17,043, compared to Rs1,39,07,514 as of 31st March, 2025, registering an increase of Rs38,09,529 during the year.

The improvement in liquidity is primarily attributable to strong cash generation from operating activities. The Company generated significant operating cash inflows during the year, largely driven by the receipt of the insurance Claim of Rs2,99,81,245 against the loss by fire. This exceptional inflow more than offset the working capital requirements arising from higher inventory levels and other operational needs.

The closing cash and cash equivalents as at 31st March, 2026 comprise:

- Cash on hand: Rs83,42,638

- Balances with banks in current accounts: Rs35,12,476

- Balances in deposit accounts: Rs58,61,926

The Company continues to maintain adequate liquidity to meet its short-term obligations, service debt, and support ongoing business operations. The improved cash position, coupled with the turnaround in reserves, has further strengthened the overall financial stability of the Company.

CRISIL, a credit rating agency has provided the Companys credit rating for its bank facilities. The details of the ratings are as follows:

Long Term Rating : CRISIL B+/Stable

Short Term Rating : CRISIL A4

During the financial year 2025-26, your Company has neither accepted nor renewed any public deposits, consistent with the practice followed in the previous years, in compliance with Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has no outstanding public deposits, whether accepted in prior years or otherwise, and has not availed any exemptions under the said Rules. Accordingly, the requirements for furnishing details of deposits under Chapter V of the Act or disclosures related to non-compliance with the said Chapter are not applicable.

The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the Board of Directors met 4 times i.e. on 30th May, 2025, 14th August, 2025, 6th September, 2025, 14th November, 2025, 14th February, 2026, . The date of Board Meetings were generally decided in advance with adequate notice to all Board Members.

Your Company maintains an adequate system of internal controls, commensurate with its size, operational requirements, and the nature of its business activities. These systems are designed to address the diverse operations of the Company and are documented in a robust and comprehensive framework. This framework ensures the reliability of financial reporting, timely feedback on operational and strategic goals, compliance with applicable laws, regulations, policies and procedures, safeguarding of assets, and the efficient use of resources.

The internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system across the Company, assessing compliance with operating systems, accounting procedures and policies. During the financial year 2025-26, the Internal Audit team conducted audits focusing on key areas such as financial reporting, inventory management, procurement and related party transactions. Based on their reports, process owners implemented necessary corrective actions to further enhance control effectiveness.

The Audit Committee regularly reviewed the internal audit reports and ensured that all observations and follow-up actions were satisfactorily addressed. The Committee also considered the opinion of the Statutory Auditors under Section 143(3)(i) of the Companies Act, 2013, confirming the adequacy and operating effectiveness of the internal financial controls with reference to the financial statements.

The Company has a well-established Risk Management Framework covering critical operational areas. This framework provides guidelines for identifying, assessing and mitigating risks, including financial, operational and compliance risks, and is reviewed periodically to adapt to changing business dynamics and the external environment.

Mrs. Veena J Agarwal continued to be as Managing Director of the Company, Mr. Chadrakant Balde, Mr. Rakesh Jain Mr. Atin Agarwal, Mr. Jainarain Agarwal, Mr. Sanjaykumar Dave continued to be on the Board of the Company. The Board of the Company continues to comprise of 6 (Six) Directors including 2 (Two) Non-Executive & Independent Directors, 3 (three) Executive Directors and (One) Non-Executive Director.

The Independent Directors of your company, i.e, Mr. Chadrakant Balde, Mr. Sanjaykumar Dave have submitted their declaration of Independence, as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors. Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013

The Company has an Independent Audit Committee comprising of 3 (2) Independent Directors and 1 (one) Executive Director. Mr. Sanjaykumar Dave is the chairperson of the Committee and Mr. Chandrakant Balde (Non Executive (Independent & Director), and Mrs. Veena Agarwal, Managing Director of the Company are Members of the Committee. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report. The Committee met four (4) times during the financial year 2025-2026 and all the members of the committee attended the meeting.

*The committee was reconstituted in the year 2025-2026 and Mr. Sanjay Kumar Dave (DIN:10304516) was made the Chairman of the Audit Committee and the other members of the Committee are Mr.Chadrakant Bhaskar Balde and Veena Agarwal.

Nomination and Remuneration Committee (hereinafter referred to "NRC") has been adequately constituted in accordance with the provisions of Companies Act, 2013 read with rules made thereunder and Listing Regulations.

The Committee comprises of maximum non-executive and independent directors. Mr. Sanjaykumar Dave is the chairperson of the Committee and Mr. Chandrakant Balke and Mr. Rakesh Jain are the members of the committee. The Committee met four (4) times during the financial year 2025-2026 and all the members of the committee attended the meeting.

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance with the provisions of Companies Act, 2013 read with rules made There under and Listing Regulations. The Stakeholders Relationship Committee comprises of 4 Directors out of which all are Non-Executive & Independent Directors viz. Mr. Rakesh Jain, and Mr. Chandrakant Balke, Mr. Sanjay kumar Dave. Committee is chaired by Mr. Sanjay kumar Dave, Non-Executive & Independent Director

The Company Secretary acts as the Secretary to the Committee. The Company Secretary is also designated as Compliance officer of the Company in terms of provisions of SEBI Listing and PIT Regulations. The Committee met once during the financial year 2025-2026 and all the members of the committee attended the meeting.

As on March 31, 2026, the STC comprises of Three (3) members out of which Two (2) Members are Independent Directors.

The Committee was chaired by Mr. Sanjaykumar Dave (Non-Executive &Independent Director). The other Members of the Committee were Mrs. Veena Agarwal (Managing Director), Mr. Chadrakant Bhaskar Balde (Non Executive & Independent Director)

During the year, a separate Meeting of Independent Directors of the Company was held on 14th February, 2026, which was attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow of information between the Management and the Board.

Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety to the requirements of the Companies Act, 2013 and the guidelines issued by SEBI. Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards (Ind AS) had been followed along with proper explanation relating to material departures, if any;

(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 as at 31st March, 2026 and of the profit of the Company for that year;

(c) the Directors had taken proper and sufficient care 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;

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

(e) the Directors had 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) 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.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled "Policy on Determination of Legitimate Purpose for Sharing UPSI" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in the securities of the Company.

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the principles set out by the Securities and Exchange Board of India (SEBI) under the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. Despite its dedication to best practices such as transparency in financial reporting and ethical business conduct, Jaipan Industries Limited continues to benefit from the exemption under Regulation 15(2) of the SEBI (LODR) Regulations, 2015.

This exemption is available as the Companys paid-up equity share capital (Rs6.10 crore) does not exceed Rs10 crore and its net worth (approximately Rs7.71 crore as at 31st March, 2026) does not exceed Rs25 crore.

Consequently, the Company is not required to comply with Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 for the period under review.

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in the Notes forming part of the Standalone Financial Statements for the year ended 31st March, 2026.

All contracts / arrangements / transactions entered into by the Company during the financial year 2025-26 with related parties were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent applicable).

During the year under review, there were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, specifying the nature, value and terms of the transactions (including arms length justification), are placed before the Audit Committee for its approval. A statement of all related party transactions is also placed before the Audit Committee for its review on a periodic basis.

Details of related party transactions are disclosed in the Notes forming part of the Financial Statements and in Form AOC-2 annexed to this Report. There have been no material related party transactions during the year under review requiring shareholders approval under Section 188 of the Companies Act, 2013, beyond those already approved / disclosed.

During the financial year 2025-26, no funds were transferred to the Investor Education and Protection Fund (IEPF), as there were no unclaimed dividends, matured deposits, or other amounts required to be transferred under Section 124(5) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company has conducted due diligence and confirms that no amounts remained unclaimed or unpaid for a period of seven years or more as of 31st March, 2026.

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars are given below:

The Company continues to accord high priority to conservation of energy. Although the operations of the Company are not energy-intensive in nature (being primarily engaged in the trading and sale of electronic household accessories), the Company has taken various steps to optimise energy consumption at its office and warehouse premises. These include:

- Judicious use of lighting and air-conditioning systems

- Regular maintenance of electrical equipment to ensure higher efficiency

- Encouraging employees to adopt energy-saving practices

There was no significant capital investment on energy conservation equipment during the year under review.

The Company continues to use the existing technology for its operations. During the year under review:

- No major technology was imported or absorbed.

- No expenditure was incurred on Research & Development (R&D).

- The Company continues to focus on improving operational efficiency and product quality through existing processes.

The Company continues to explore opportunities in both domestic and international markets for its products.

M/s. MUFG Intime India Pvt Ltd. is the RTA of the Company. Their contact details are mentioned in the Corporate Governance Report and same is also available on the website of the Company jaipan@jaipan.com

The equity shares of your Company are listed on BSE Limited ("BSE"). Details of the Company in the Stock Exchanges are as follows:

BSE Symbol: JAIPAN

BSE Scrip Code: 505840

ISIN: INE058D01030

The Company has paid the Annual Listing Fees to BSE Limited for the financial year 2025-26 within the prescribed timelines. The Company confirms that it has complied with all applicable listing requirements of BSE Limited during the year under review.

The Company is not listed on the National Stock Exchange of India Limited (NSE).

As of the date of this Report, and except as otherwise specifically disclosed herein, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year on 31st March, 2026 and the date of this Report. The Company has carefully assessed its overall financial position subsequent to the balance sheet date. This assessment includes the impact of the significant Insurance Claim of Rs2,99,81,245 that was recognised as an Exceptional Item during the financial year 2025-26 (relating to the fire incident at the Vasai-Palghar plant that occurred on 9th January, 2024). The receipt and recognition of this claim has already been fully reflected in the financial statements for the year ended 31st March, 2026, resulting in a substantial improvement in the Companys liquidity position, a complete turnaround in Reserves and Surplus from a deficit to a positive balance, and higher profitability.

Subsequent to the balance sheet date, the following material events have occurred:

1. There have been significant open-market sales of equity shares by certain members of the Promoter Group during June and July 2026. Notably, Mrs. Veena J. Agarwal, Managing Director, sold her entire remaining holding of 1,89,080 equity shares (approximately 3.10% of the paid-up equity capital) through open market bulk deals in July 2026. As a result, the Promoter Group holding has declined from 39.93% as on 31st March, 2026 to approximately 30.38%.

2. Mr. Atin J. Agarwal resigned as Chief Financial Officer of the Company with effect from 13th August, 2026.

The paid-up equity share capital of the Company remains unchanged at 60,99,840 equity shares of Rs10 each. These events do not affect the financial statements for the year ended 31st March, 2026.The Board confirms that there are no other significant post-balance-sheet-date events, adjustments, or new material contractual obligations that would require modification of the reported financial results for the year ended 31st March, 2026, or that would materially affect the going-concern status of the Company.

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 as at 31st March, 2026 will be available on the Companys website at www.jaipan.com.

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) during the financial year 2025-26.

In particular, the Company has adhered to:

- Secretarial Standard-1 (SS-1) relating to Meetings of the Board of Directors; and

- Secretarial Standard-2 (SS-2) relating to General Meetings.

The Company has ensured that all Board Meetings and Committee Meetings were convened, conducted and recorded in accordance with the provisions of SS-1. Similarly, the Annual General Meeting and any other General Meetings, if held, were conducted in compliance with the requirements of SS-2, including proper notice, quorum, voting and maintenance of minutes.

The Board of Directors and the Company Secretary continuously monitor adherence to these Standards to ensure good corporate governance practices.

The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company for the financial year 2025-26.

The average net profit of the Company for the three immediately preceding financial years (calculated in accordance with Section 198 of the Companies Act, 2013) continues to remain below the threshold of Rs5 crore prescribed under Section 135(1) of the Act.

This is primarily on account of the substantial loss incurred in one of the preceding years (arising from the fire incident at the Vasai-Palghar plant). Although the Company has reported a healthy profit in the current year (including the insurance claim), the three-year average still remains below the prescribed limit.

Consequently, the Company was not required to constitute a CSR Committee or formulate a CSR Policy during the year under review.

The Board remains committed to reviewing the applicability of CSR provisions in the coming years and shall take appropriate steps if and when the average net profit of the preceding three financial years exceeds the statutory threshold.

The Board of Directors of the Company believes in conducting all its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Directors are committed to complying with the laws and regulations applicable to the Company. For this purpose, the Company has put in place appropriate systems, policies and procedures to interpret and apply these laws and regulations within the organisational environment.

In consonance with the objective of transparency and good governance, the Board of Directors has formulated and adopted a "Whistle Blower Policy and Vigil Mechanism" in accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013.

The organisations internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all Directors and Employees to raise concerns about any poor or unacceptable practice or any event of misconduct. This helps to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organisation.

The main objective of the Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organisation either financially or otherwise.

During the financial year 2025-26, no complaints were received under the Vigil Mechanism / Whistle Blower Policy.

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details pertaining to the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year ended 31st March, 2026, are provided in Annexure to this Report.

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures pertaining to the remuneration of Directors, Key Managerial Personnel (KMP) and other relevant details are provided in the Annexure to this Annual Report.

The remuneration structure is aligned with the Companys Policy on Directors Appointment and Remuneration and reflects the net profit of Rs3,32,97,494 for the financial year 2025-26.

Further, in compliance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors hereby declares the following:

(a) Applicability of Rule 5(2) and 5(3):

The Company does not have any employee who was employed throughout the financial year or part thereof and was in receipt of remuneration exceeding the limits specified under Rule 5(2) (i.e., Rs1.02 crore per annum or Rs8.50 lakh per month, as applicable). Accordingly, the requirement to disclose the names and other particulars of the top ten employees or employees drawing remuneration in excess of that drawn by the Managing Director or Whole-time Director does not arise for the financial year 2025-26.

(b) Remuneration Policy Compliance:

The Directors and employees of the Company were paid remuneration in accordance with the Companys Remuneration Policy, which ensures fairness, performance linkage and compliance with Section 197 and Schedule V of the Companies Act, 2013. The total managerial remuneration, including sitting fees and salaries, was within the prescribed limits. Individual details are provided in the Annexure to this Report.

The Company does not have any Holding Company. Consequently, the requirement to make disclosures of contracts or arrangements or transactions not at arms length basis with a Holding Company does not arise.

The Company does not have any subsidiary companies. Consequently, the requirement to make disclosures of contracts or arrangements or transactions not at arms length basis with subsidiary companies does not arise. Further, Form AOC-1 is not applicable to the Company.

The Company has not accepted or renewed any deposits falling within the purview of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Accordingly, the requirement for furnishing details relating to deposits covered under Chapter V of the Companies Act, 2013, or details of deposits which are not in compliance with the said Chapter, is not applicable to the Company.

Pursuant to Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Managements Discussion and Analysis (MD&A) Report for the financial year ended 31st March, 2026, is presented as a separate section forming part of this Annual Report.

Although the Company continues to avail the exemption under Regulation 15(2) of the SEBI LODR Regulations (as its paid-up equity share capital and net worth remain below the prescribed thresholds of Rs10 crore and Rs25 crore respectively), the Company has voluntarily prepared the MD&A Report as a matter of good corporate governance practice and transparency.

The MD&A provides a comprehensive overview of the Companys operational performance, financial position, industry trends, risks and concerns, internal control systems, and future outlook for the year under review. Key highlights reflected in the MD&A include the recognition of the Insurance Claim of Rs2,99,81,245, the turnaround in Reserves and Surplus, improvement in liquidity position, and the Companys continued focus on operational efficiency and market expansion.

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr. Shravan Gupta, Practicing Company Secretary bearing PCS no. 27484 was appointed to conduct the secretarial audit of our company for FY 2025-26 The Secretarial Audit report is given separately under Annexure III. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report.

However the Auditor raised a query regarding the website under Reg 46 of SEBI (LODR) Regulations,2015 and the company is under the process of maintaining the website under the mentioned Regulation.

Messrs. SDA & Associates, Chartered Accountants (Firm Registration No. 120759W), were re-appointed as the Statutory Auditors of the Company for a second consecutive term of five years at the 57th Annual General Meeting of the Company held on 29th September, 2023. Their term of office continues until the conclusion of the 62nd Annual General Meeting of the Company.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31st March, 2026. The Auditors Report on the Standalone Financial Statements does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees of which they have reason to believe that an offence involving fraud is being or has been committed. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

The Statutory Auditors have issued an unmodified (clean) opinion on the Financial Statements of the Company for the year ended 31st March, 2026. The complete Auditors Report, including the Annexures thereto (CARO 2020 and Internal Financial Controls), forms an integral part of this Annual Report.

The Board of Directors at their meeting made recommendation of the Audit Committee approved the remuneration of M/s. SDA & Associates at Rs. 1,00,000 (Rupees One Lakhs only) for F.Y. 2025-26.

The Company considers its employees as its most valuable resource and ensures strategic alignment of Human Resource practices with business priorities and objectives.

The Company has a dedicated team of employees at its corporate office and other operational locations. The Company strives to inculcate a culture where its employees are motivated and their performance is aligned with the organisational values.

The Company has achieved its present level of performance through the commitment and dedication exhibited by its employees. Continuous focus on improving productivity and adoption of best practices in every area of operations are being pursued. Efforts towards active participation, nurturing creativity and innovation, and ensuring a climate of synergy and enthusiasm remain at the core of the Companys Human Resource initiatives.

Pursuant to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has in place adequate internal financial controls with reference to the financial statements for the financial year ended 31st March, 2026.

These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements in accordance with applicable Indian Accounting Standards (Ind AS), compliance with applicable laws and regulations, and the safeguarding of the Companys assets.

The Company has implemented a structured Internal Financial Control framework which includes, inter alia, procedures for authorisation of transactions, proper recording and reporting of financial information, maintenance of confidentiality of unpublished price-sensitive information, periodic reconciliations, physical verification of inventories and assets, and appropriate segregation of duties.

The internal financial controls were reviewed and tested during the year for their design and operating effectiveness. Based on the assessment carried out by the management and the evaluation performed by the Statutory Auditors, no material weaknesses or significant deficiencies were observed in the internal financial controls with reference to the financial statements for the year ended 31st March, 2026.

Pursuant to Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors confirms that there were no instances of fraud reported by the Statutory Auditors, Secretarial Auditor, or any other personnel during the financial year ended 31st March, 2026, that required reporting to the Audit Committee or the Central Government.

This is consistent with the Auditors Report under Section 143(3) of the Act, which states that no fraud by the Company or on the Company by its officers or employees was noticed or reported during the year under review. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

As required under Section 92 (3) read along with Section 134(3)(a) of the Act, the Annual Return of the Company is placed on the Companys website and can be accessed at jaipan@jaipan.com

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board of Directors confirms that the Company has established appropriate mechanisms to inform the Board members about risk assessment and minimisation procedures. These mechanisms form part of an ongoing risk management process designed to ensure that executive management controls risks through a properly defined framework, tailored to the size, nature of operations and financial position of the Company.

The Company identifies and monitors key risks, which inter alia include operational risks, liquidity risks, market and competition risks, credit risks, and compliance risks. Suitable mitigation strategies such as regular monitoring of working capital, prudent management of borrowings, cost optimisation initiatives, and continuous review of internal controls are in place.

The Audit Committee periodically reviews the risk mitigation measures adopted by the Company.

The Board has not constituted a separate Risk Management Committee, as the same is not mandatory under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in view of the exemption available to the Company under Regulation 15(2) of the said Regulations (paid-up equity share capital and net worth being below the prescribed thresholds).

Instead, the Board of Directors and the Audit Committee periodically evaluate the effectiveness of the risk management system. The Heads of Departments are responsible for implementing risk controls in their respective functional areas and for reporting significant risks to the Board and the Audit Committee. The risk management framework is reviewed periodically, and no significant lapses were observed during the financial year 2025-26.

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

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompass direct and indirect taxation as well as other legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters.

Based on the nature of such matters, the management applies significant judgement while evaluating the associated risks, including the determination of the amount to be provided for the potential exposure in each case. These estimates could change substantially over time as new facts emerge and as each matter progresses; hence they are reviewed regularly.

Wherever expert opinion is required, the Company engages competent legal counsel to advise on the appropriate course of action.

The Company has always been committed to providing a safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of the Policy is to provide protection against sexual harassment of women at the workplace and for the redressal of complaints of any such harassment.

The Company has also constituted an Internal Complaints Committee to receive and redress complaints under the said Policy.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-26:

- Number of complaints received : Nil

- Number of complaints disposed of : Not Applicable

Pursuant to Section 134(3) of the Companies Act, 2013, the Board of Directors states that no disclosure or reporting is required in respect of the following matters, as there were no transactions, events or changes related to these items during the financial year ended 31st March, 2026:

(i) Change in the nature of business of the Company;

(ii) Revision of the Financial Statements;

(iii) Proceedings under the Insolvency and Bankruptcy Code, 2016, either filed by or against the Company, pending before the National Company Law Tribunal or any other Court during the year under review.

Additionally, as a matter of good governance practice, the Board notes the following non-occurrences:

(iv) Buy-back of equity shares under Section 68 of the Companies Act, 2013;

(v) Issue of equity shares with differential rights as to dividend, voting or otherwise under Section 43 of the Companies Act, 2013;

(vi) Scheme for the provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees under Section 67(3) of the Companies Act, 2013;

(vii) Issue of Sweat Equity Shares to the employees of the Company under Section 54 of the Companies Act, 2013;

(viii) Instances of non-exercising of voting rights in respect of

shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act (as no such scheme exists).

The matter of fraud reporting by the Auditors under Section 143(12) of the Act has been separately addressed in this Report, confirming that no instances of fraud were reported during the financial year 2025-26.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, the shareholders of the Company are entitled to the following rights:

- Right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes.

- Opportunity to participate effectively and vote in General Meetings of the Company, including through remote e-voting and postal ballot, wherever applicable.

- Right to be informed of the rules, including voting procedures, that govern general shareholder meetings.

- Opportunity to ask questions to the Board of Directors at General Meetings.

- Effective participation in key corporate governance decisions, such as the election of members of the Board of Directors.

- Right to exercise ownership rights by all shareholders, including institutional investors.

- Right to an adequate mechanism for redressal of their grievances.

- Protection of minority shareholders from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and effective means of redress.

- Right to receive dividends and other corporate benefits such as rights shares, bonus shares, etc., as and when declared/approved.

- Right to inspect statutory registers and documents, including minutes books of general meetings, as permitted under law.

- Any other rights as may be specified under the Companies Act, 2013, SEBI regulations or any other applicable statutory provisions from time to time.

The Company remains committed to protecting and facilitating the exercise of these rights by all its shareholders.

The Board of Directors places on record its deep sense of appreciation and sincere gratitude to all stakeholders whose continued trust, support and co-operation have been instrumental in enabling the Company to deliver a strong performance during the financial year 2025-26.

During the year under review, the Company recorded a total revenue of Rs27,35,30,320 and achieved a net profit of Rs3,32,97,494. This profit includes an Exceptional Item of Rs2,99,81,245 representing the insurance Claim received against the loss caused by the fire incident at the Vasai-Palghar plant. As a result of this performance, the Companys Reserves and Surplus turned positive at Rs1,60,83,003 as at 31st March, 2026 (as against a deficit in the previous year), total assets stood at Rs18,10,24,537, and cash and cash equivalents improved significantly to Rs1,77,17,043.

Shareholders and Investors for their unwavering confidence and continued support, which have been vital in strengthening the Companys financial foundation and achieving a complete turnaround in reserves and

- profitability.

- Customers and Clients for their sustained loyalty and patronage, which contributed to Revenue from Operations of Rs27,31,37,042 during the year and remain the cornerstone of the Companys business.

- Vendors, Suppliers and Business Partners for their reliable and timely support in maintaining smooth operations and efficient supply chain management.

- Bankers and Financial Institutions for extending the necessary credit facilities and for their continued confidence in the Company. As at 31st March, 2026, short-term borrowings stood at Rs4,58,28,452 and long-term borrowings at Rs2,56,30,088.

- All Employees of the Company at every level for their dedication, hard work, commitment and team spirit, which played a pivotal role in driving operational efficiency and the improved financial results of the year.

- Regulatory and Government Authorities, including the Ministry of Corporate Affairs and the Securities and Exchange Board of India, for their valuable guidance and support in ensuring regulatory compliance.

- BSE Limited (Scrip Code: 505840) for providing a platform for the listing of the Companys equity shares and for their continued co-operation.

- M/s. MUFG Intime India Private Limited, the Registrar and Share Transfer Agent of the Company, for rendering efficient and prompt services to the shareholders.

The Board looks forward to the continued support and association of all stakeholders in the journey ahead and remains committed to creating sustainable value for everyone associated with the Company.

Pursuant to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), including Regulation 34 read with Schedule V, and other applicable laws, this Annual Report contains certain forward-looking statements.

Statements in the Directors Report, Management Discussion and Analysis, and elsewhere in this Annual Report describing the Companys objectives, projections, estimates, expectations, predictions, outlook, future plans or strategies may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. These forward-looking statements can generally be identified by the use of words such as "may", "will", "expect", "anticipate", "believe", "intend", "estimate", "plan", "project", "continue", "should" or other similar expressions, or their negatives.

Such forward-looking statements are based on certain assumptions, expectations and forecasts of future events that are subject to risks, uncertainties and other factors, many of which are beyond the control of the Company and its management. Actual results, performance, achievements or events may differ materially from those expressed or implied in these forward-looking statements.

Key factors that could cause actual results to differ materially include, but are not limited to:

- Demand-supply dynamics and changing consumer preferences in the domestic and international markets for electronic household appliances and related products;

- Volatility in raw material prices, availability of components, and supply-chain disruptions;

- Intense competition and pricing pressures in the Companys principal markets;

- Changes in government policies, fiscal incentives, tax laws (including GST and income tax), import/export regulations, and other applicable statutory provisions;

- Macro-economic conditions, inflation rates, interest rate movements, and overall economic growth in India and key export markets;

- Fluctuations in foreign exchange rates affecting export realisations and the cost of imported materials;

- Outcome of pending or future litigations, claims, regulatory proceedings, tax assessments or contingent liabilities;

- Operational risks including industrial relations, availability of skilled manpower, and disruptions at manufacturing or distribution facilities;

- Natural calamities, pandemics, geopolitical tensions, or other force majeure events; and

- Any other risks or uncertainties of a similar nature.

The Company has in place a structured Risk Management framework which is periodically reviewed by the Board of Directors and the Audit Committee to identify, evaluate and mitigate key business and financial risks, in line with good corporate governance practices (notwithstanding the exemption available to the Company under Regulation 15(2) of the SEBI LODR Regulations).

The forward-looking statements contained in this Annual Report reflect the Companys current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company does not guarantee that the assumptions underlying such forward-looking statements are free from errors, nor does it accept any responsibility for any financial or other loss that may be incurred as a result of reliance on these statements.

The Company undertakes no obligation to publicly update, amend, modify or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as may be required under applicable laws and regulations.

Stakeholders are advised to exercise due caution while placing reliance on any forward-looking statements and are requested to refer to the audited Financial Statements, Notes to Accounts, and other detailed disclosures forming part of this Annual Report for a complete understanding of the Companys financial position and performance.

The complete Annual Report is available on the Companys website at www.jaipan.com and on the website of BSE Limited (Scrip Code: 505840).