Jaipan Industries Ltd Directors Report

To,

The Members,

The Board of Directors ("the Board") is pleased to present the 59^th Annual Report of Jaipan Industries Limited ("the Company" or "Jaipan") on the business and operations of the Company, along with the audited Financial Statements for the financial year ended March 31,2025.

STATE OF COMPANYS AFFAIRS:

Your Company is engaged in the business of sales and service of Electronic Household Accessories. The Company operates with a single sales office, one warehouse, and a workforce of over 50 employees, serving approximately 1,00,000+ customers in India and international markets. During FY 202425, the Company achieved a total revenue of Rs 28,76,07,301, with a profit before tax from continuing operations of Rs 23,59,062, despite an extraordinary loss of Rs 9,50,12,890 due to the final accounting adjustment for the fire incident at the Vasai-Palghar plant on January 9, 2024.

Various initiatives were taken to expand the market for Companys products to new geographies, and for maximization of efficiencies particularly in the area of cost reduction and working capital management.

The business contingency plans focussed on digitalization of sales process, innovative marketing strategies and careful optimisation of supplies to various channels as and when each channel became operational.

FINANCIAL PERFORMANCE :

(Rs. In Lacs)

Particulars	Standalone
	March 2025	March 2024
Income From Operations	28,73,98,056	22,52,36,147
Other Income	2,09,245	1,79,211
Total Income	28,76,07,301	22,54,15,358
Profit/(Loss) Before Tax	23,59,062	(11,34,73,401)
Less:- Provision For Taxation	0	0
Net Profit/(Loss) After Tax	23,59,062	(113473401)

PERFORMANCEATAGLANCE

During FY 2024-25, the Company achieved a total revenue of Rs 28,76,07,301, with a profit before tax from continuing operations of Rs 23,59,062, despite an extraordinary loss of Rs 9,50,12,890 due to the final accounting adjustment for the fire incident at the Vasai-Palghar plant on January 9, 2024. This reflects a recovery from FY 2023-24, where the Company incurred a net loss after tax of Rs 11,34,73,401 on a total income of Rs 22,54,15,358, compared to a profit before tax of Rs 1,73,50,382 on a total income of Rs 39,17,06,948 in FY 202223. Key performance indicators for FY 2024-25 include an Earnings Per Share (EPS) of Rs 0.39 (basic and diluted) from continuing operations.

DIVIDEND AND BOOK CLOSURE :

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 26^th September, 2025 to 30^th September, 2025 (both days inclusive) for the 59^th Annual General Meeting of the Company scheduled to be convened on 30^th September, 2025 at 17, Cama Industrial Estate, Walbhatt Road, Goregaon (East), Mumbai- 400063.

FINANCIAL SITUATION: Reserves& Surplus

As at 31^st March, 2025, Reserves and Surplus are estimated at a deficit of Rs 1,72,12,917/-, compared to a deficit of Rs 1,95,70,405/- as of 31^st March, 2024. The improvement reflects a net profit from continuing operations of Rs 23,59,062 for FY 2024-25, despite an extraordinary loss of Rs 9,50,12,890 due to the final accounting adjustment for the fire incident at the Vasai-Palghar plant on January 9, 2024.

LONG TERM BORROWINGS

The Company has diligently managed its financial obligations, with long-term borrowings increasing to Rs 26,375,124 as of 31^st March, 2025, compared to Rs 2,34,76,203 as of 31^st March, 2024. This significant rise reflects additional secured loans availed to support operational recovery and growth following the fire incident at the Vasai-Palghar plant on January 9, 2024 The prior years increase from Rs 85,78,645 (as of March 31, 2023) to Rs 2,34,76,203 was driven by loans secured to address the Rs 11.34 crore operational loss incurred in FY 2023-24.

SHORT TERM BORROWINGS

The Company has actively managed its short-term financial obligations, with short-term borrowings increasing to Rs 44,133,923 as of 31^st March, 2025, compared to Rs 31,891,305 as of 31^st March, 2024. This rise of Rs 12,242,618 reflects additional working capital loans availed to support recovery efforts following the fire incident at the Vasai-Palghar plant on January 9, 2024.

Fixed Assets

The gross value of fixed assets as of 31^st March, 2025, stands at Rs 14,199,655, compared to Rs 13,967,606 as of 31^st March, 2024. This increase of Rs 232,049 reflects minor capital additions, offset by depreciation of Rs 20,10,380 during the year, with detailed schedules in Note 2 of the financial statements.

INVESTMENTS

The Company has not made any addition in investment during the year under review.

SHARE CAPITAL :

During the year under review, there was no change in the authorised share capital of the capital. The authorized capital of the company for the year ended 31^st March, 2024 is 6,10,00,000 comprising of 61,00,000 shares. The paid up share capital of your Company is Rupees /- (Rupees Six Crore Nine Lakh Ninety Eight Thousand Four Hundred Only) divided into 60,99,840 equity shares of Rupees 10/- each. There is no change in the paid up share capital structure during the period under review.

FINANCIAL LIQUIDITY

As of 31^st March, 2025, cash and cash equivalents stood at Rs 13,907,514, compared to Rs 17,417,662 as of 31^st March, 2024. This decrease of Rs 3,510,148 reflects higher operational cash outflows due to increased working capital needs and debt servicing, despite a net profit of Rs 23,59,062 from continuing operations. The prior years decline from Rs 27,172,520 (as of March 31,2023) to Rs 17,417,662 was driven by the Rs 11.34 crore operational loss and increased borrowings of Rs 2,34,76,203

CREDIT RATING

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 AA/ Watch Positive Short Term Rating : CRISIL A1 +

PUBLIC DEPOSITS

During the financial year 2024-25, your Company has neither accepted nor renewed any public deposits, consistent with the practice followed in FY 2023-24, 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 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.

MEETINGS BOARD OF DIRECTORS:

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 30^th May, 2024, 14^th August, 2024, 12^th November, 2024, 14^th February, 2025. The date of Board Meetings were generally decided in advance with adequate notice to all Board Members.

INTERNAL CONTROL SYSTEMS

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 across its locations 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 all company locations, assessing compliance with operating systems, accounting procedures, and policies. During FY 2024-25, the Internal Audit team conducted audits, focusing on key areas such as financial reporting, inventory management, and procurement. Based on their reports, process owners implemented corrective actions, enhancing control effectiveness. The Audit Committee, which met 4 times during the year, regularly reviewed these reports, ensuring all observations and follow-up actions were addressed. The Committee also considered the Statutory Auditors opinion under Section 143(3)

(i) of the Companies Act, 2013, confirming the adequacy and effectiveness of the internal financial controls and compliance with accounting policies.

The Company has a well-established Risk Management Framework covering critical operational areas, reviewed to adapt to business dynamics and external environment changes. This framework, aligned with SEBI LODR Regulation 21, provides guidelines for identifying, assessing, and mitigating risks, including financial, operational, and compliance risks.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL (KMP):

Mrs. Veena J Agarwal continued to be as Managing Director of the Company. Mr. Vitthal Shankar Sontakke, Mr. Chandrakant 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 7 (Seven) Directors including 4 (four) NonExecutive & Independent Directors, 3 (three) Executive Directors and (One) Non-Executive Director.

** Mrs. Ravindra Mishra (DIN: 06904573) ,Mr. Shrirish Gotecha (DIN:02877874) and Ms. Prima Parmar (DIN: 10081050) Independent Directors of the company tendered their resignation from the post of the Independent Director of the company due to the completion of their tenure with effect from 7^th August 2024, 14^th August,2024 and 14^th February, 2025 respectively.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149:

The Independent Directors of your company, i.e, Mr. Chandrakant Balde, Mr. Sanjaykumar Dave and Mr. Vitthal Shankar Sontakke, 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.

POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT. 2013:

The Board of Directors of Jaipan Industries Limited, in consultation with the Nomination and Remuneration Committee, has formulated and adopted a comprehensive Policy on Directors Appointment and Remuneration, which is incorporated within the Code for Independent Directors.

This policy outlines the criteria for determining qualifications, positive attributes, and independence of directors, as well as the remuneration framework, in compliance with Section 178(3) of the Companies Act, 2013, and SEBI LODR Regulation 19(4).

AUDIT COMMITTEE:

The Company has an Independent Audit Committee comprising of 3 (3) 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 meet four (4) times during the financial year 2024-2025 and all the members of the committee attended the meeting.

*The committee was reconstituted in the year 2024-2025 and Mr. Sanjay Kumar Dave (DIN:10304516) was made the Chairman of the Audit Committee and the other members of the Committee are Veena Agarwal, Ravindra Mishra & Shirish Gotecha.

NOMINATION AND REMUNERATION COMMITTEE:

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 all non-executive and independent directors. Mr. Sanjaykumar Dave is the chairperson of the Committee and Mr. Chandrakant Balde and Mr. Rakesh Jain are the members of the committee. The Committee met four (4) times during the financial year 2024-2025 and all the members of the committee attended the meeting.

**The Committee was reconstituted in the year 2024-2025 and Mr. Sanjay Kumar Dave was made the member of the Normination and Remuneration Committee.

Now the Comiittee comprises of Mr. Sanjaykumar Dave (Chairman), Chandrakant Balde (Member) and Chandrakant Balde (Member).

STAKEHOLDERS RELATIONSHIP COMMITTEE :

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 NonExecutive & Independent Directors viz. Mr. Rakesh Jain, and Mr. Chandrakant Balde, 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 2024-2025 and all the members of the committee attended the meeting.

Share Transfer Committee ("STC")

As on March 31,2025, the STC comprises of Four (4) members out of which Three (3) Members are Independent Directors.

The Committee was chaired by Mr. Sanjaykumar Dave (NonExecutive & Independent Director). The other Members of the Committee were Mrs. Veena Agarwal (Managing Director), Mr. Rakesh Jain (Non Executive Director)

EVALUATION OF PERFORMANCE OF BOARD :

During the year, a separate Meeting of Independent Directors of the Company was held on 14^th February, 2025, 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.

DIRECTORS RESPONSIBILITY STATEMENT:

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 Act and guidelines issued by SEBI. Pursuant to the provisions of Section 134(3)(c) of the Act, 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 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(b) The accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss 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; and

(e) The directors, in the case of a listed company, had 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.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as "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 securities of the Company.

CORPORATE GOVERNANCE:

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 global best practices, such as transparency in financial reporting and ethical business conduct, Jaipan Industries Limited benefits from an exemption under Regulation 15(2) of the SEBI LODR Regulations, 2015. This exemption applies as the Companys paid-up equity share capital, net worth, and turnover are below the thresholds specified [e.g., Rs. 10 crore capital, Rs. 25 crore net worth, Rs. 25 crore turnover], with a turnover of Rs. 287.60 lakhs for FY 2024-25. Consequently, the Company is not required to comply with Regulations 17 to 27, clauses (b) to (i) and (t) of subregulation (2) of Regulation 46, and paragraphs C, D, and E of Schedule V for the period under review.

LOANS MADE. GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in Note annexed to the Standalone Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. During FY 2024-25 there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company. All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out were placed before the Audit Committee for its review on quarterly basis. During the year under review there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2024-25, no funds were transferred to the Investor Education and Protection Fund (IEPF), consistent with FY 2024-25, 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 31^st March, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Energy conservation dictates how efficiently a company can conduct its operations. Jaipan Industries Limited has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth in carbon dioxide (CO2) emissions and strengthened the Companys commitment towards becoming an environment friendly organisation. A dedicated Energy Cell is focusing on energy management and closely monitor energy consumption pattern across all manufacturing sites. Periodic energy audits are conducted to improve energy performance and benchmark with other international refineries and petrochemicals sites Jaipan Industries Limited Focuses on (i) new products, processes and catalyst development to support existing business through technologies for new businesses (ii) advanced troubleshooting, and (iii) support to capital projects, and profit and reliability improvements in manufacturing plants.

Jaipan Industries Limited has Domestic Clients as well as Foreign clients.

Registrar & Share Transfer Agent ("RTA")

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 iaipan@iaipan.com

LISTING WITH STOCK EXCHANGES

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

Your Company has paid the Annual Listing Fees for the F.Y. 2023-24 and F.Y 2024-25 to both the NSE and BSE, with whom the equity shares of the Company are listed.

MATERIAL CHANGES AND COMMITMENTS:

As of the date of this Report and except as otherwise disclosed in this Report, 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 March 31,2025, and the date of this Report. The Company has assessed its financial stability, including the impact of increased borrowings of Rs 44,133,923 (short-term) and Rs 26,375,124 (long-term) during FY 2024-25, and confirms no significant post-year-end adiustments or new contractual obligations that would materially alter the reported profit of Rs 23,59,062.

The Company continues to monitor ongoing commitments, such as routine operational contracts and debt servicing, with no material financial implications identified as of the report date.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as at March 31, 2025 is available on the Companys website at Jaipan@iaipan.com

COMPLIANCE WITH SECRETARIAL STANDARDS ("SS-1 and SS-2")

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively.

CORPORATE SOCIAL RESPONSIBILITY:

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 FY 2024-25, as the average net profit for the preceding three financial years (FY 2021-22, FY 2022-23, and FY 2023-24), calculated per Section 198, is below the Rs 5 crore threshold specified in Section 135(1). The net profits/losses are: Rs 20,46,915 (FY 2021-22), Rs 1,73,50,382 (FY 2022-23), and -11,34,73,401 (FY 2023- 24, including Rs 9.50 lakh fire loss), yielding an average net profit of approximately -3,13,58,701 (20,46,915 + 1,73,50,382 - 11,34,73,401 3), as verified by the Audit Committee. The FY

2024- 25 net profit of Rs 23,59,062 does not alter the three-year average to meet the threshold.

Consequently, no CSR Committee or policy has been constituted. The Board, under Audit Committee oversight, is committed to evaluating CSR initiatives if the average net profit exceeds ?5 crore in future years, ensuring compliance with Section 134(3)(o) of the Act.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - SECTION 177(10) :

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism".

The organizations 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 the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.

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

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12):

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 employees for the financial year ended March 31,2025, are provided in Annexure- II to this Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:

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 details are provided in Annexure-II of this Annual Report. The remuneration structure is aligned with the Companys Policy on Directors Appointment and Remuneration, as detailed in Section 8, and reflects the net profit of Rs. 23,59,062 for FY 2024-25.

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 paid remuneration exceeding the limits specified under Rule 5(2) [i.e., Rs. 1.02 crore per annum or Rs. 8.5 lakh per month, as applicable]. Accordingly, the requirement to disclose the names and other particulars of top ten employees or employees drawing remuneration in excess of the managing director or whole-time director does not arise for FY 2024-25.

(b) Remuneration Policy Compliance: The directors and employees of the Company were paid remuneration in accordance with the Remuneration Policy, which ensures fairness, performance linkage, and compliance with Section 197 and Schedule V of the Act. The total managerial remuneration, including sitting fees and salaries, was within the prescribed limits, with individual details provided in Annexure-II.

HOLDING COMPANY:

The Company has no Holding company and hence company does not need to make disclosure of contracts or arrangements or transactions not at arms length basis.

SUBSIDIARIES COMPANIES:

The Company has no subsidiary companies and hence company does not need to make disclosure of contracts or arrangements or transactions not at arms length basis.

DEPOSITS :

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act or the details of deposits which are not in compliance with Chapter V of the Companies Act is not applicable.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

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 March 31, 2025, is presented as a separate section forming part of this Annual Report. [Note: Regulation 53(f) is applicable to debt-listed entities; since Jaipans status as a non-debt-listed entity under Regulation 15(2) exemption (due to paid-up capital, net worth, and turnover below Rs. 10 crore, Rs. 25 crore, and Rs. 25 crore respectively, with turnover of Rs. 287.60 lakhs) renders it inapplicable, only Regulation 34(3) is relevant.] The MD&A provides an overview of the Companys operational performance, financial position (total assets Rs. 1,678.97 lakhs, profit Rs. 23,59,062), industry trends, and future outlook, reflecting the Companys voluntary commitment to transparency despite the exemption.

The MD&A highlights key areas such as the reduction in inventory from Rs. 337.20 lakhs to Rs. 219.16 lakhs, strategic use of borrowings (Rs. 70,509,047), and plans for market expansion.

SECRETARIAL AUDIT:

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 2024-25 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.

STATUTORY AUDITOR:

Messrs. SDA & associates, Chartered Accountants (ICAI Registration No.120759W), were re-appointed as the Statutory Auditors of the Company for the second term at the 57^st AGM held on September 29, 2023, to hold office till the conclusion of the ensuing 62^nd AGM.

The Auditors Report for the F.Y 2024-25 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors Report is self explanatory and therefore, does not require further comments and explanation.

Further, in terms of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended March 31, 2025. The said Auditors Report(s) for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report.

REMUNERTION OF THE STATUTORY AUDITOR

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.

HUMAN RESOURCES:

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and interventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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 adopted adequate internal financial controls (IFC) with reference to the financial statements for the financial year ended March 31,2025. These controls are designed to ensure the reliability of financial reporting, compliance with applicable laws and regulations, and the safeguarding of assets, including the Companys total assets of Rs. 1,678.97 lakhs and inventory of Rs. 219.16 lakhs.

The Company has implemented an Internal Financial Control Policy, which includes procedures for maintaining the confidentiality of price-sensitive information, authorizing transactions, and preventing fraud. Key controls encompass regular reconciliations of accounts, periodic inventory verifications (resulting in a 35% reduction from Rs. 337.20 lakhs to Rs. 219.16 lakhs), and segregation of duties within the finance team. The policy is reviewed annually by the management and tested for effectiveness, with no significant deficiencies noted during FY 2024-25.

REPORTING OF FRAUD :

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 March 31,2025, that required reporting to the Audit Committee or the Central Government. This is consistent with the Auditors Report under Section 143(3)(xii), which states that no fraud by the Company or on the Company by its officers or employees was noticed or reported during the year.

Annual return

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 iaipan@iaipan.com

RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board of Directors confirms that the Company has established mechanisms to inform Board members about risk assessment and minimization procedures. These mechanisms are part of an ongoing risk management process designed to ensure that executive management controls risks through a properly defined framework, tailored to the Companys operations and financial position for FY 2024-25.

The Company identifies key risks, including inventory management (reduced from Rs. 337.20 lakhs to Rs. 219.16 lakhs), liquidity risks from borrowings of Rs. 70,509,047, and market competition, with mitigation strategies such as regular inventory audits, prudent borrowing management, and cost optimization. The Audit Committee periodically reviews these risk mitigation measures, ensuring alignment with the Companys net profit of Rs. 23,59,062 and total assets of Rs. 1,678.97 lakhs.

The Board has not constituted a Risk Management Committee, as it is not mandatory under Regulation 21 of the SEBI LODR Regulations, 2015, given the Companys exemption under Regulation 15(2) (due to paid-up capital, net worth, and turnover below Rs. 10 crore, Rs. 25 crore, and Rs. 25 crore respectively, with turnover of Rs. 287.60 lakhs). Instead, the Board and Audit Committee periodically evaluate the risk management system, with Heads of Departments responsible for implementing risk controls in their respective areas (e.g., production, finance) and reporting to the Board and Audit Committee. The framework is reviewed annually, with no significant lapses noted during FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS INFUTURE:

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.

RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS:

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and 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 matters, the management applies significant judgement when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel.

POLICY FOR SEXUAL HARRASMENT:

The Company has always been committed to provide 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 under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee to redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year under review:

- No of complaints received : Nil

- No of complaints disposed-off : NA General

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 March 31,2025

(i) Change in the nature of business of the Company, as required under Section 134(3)(d);

(ii) Revision in the Financial Statements, as no such revisions were made;

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

Additionally, as a matter of good governance practice, the Board notes the following non-occurrences, though not mandatorily required under Section 134(3):

(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;

(viiii) 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, as required under Section 143(12), has been separately addressed in this Report, confirming no instances were reported during FY 2024-25.

Rights of Shareholders

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

- Opportunity to participate effectively and vote in General Meetings and during the postal ballot conducted by the Company;

- Being informed of the rules, including voting procedures that govern general shareholder meetings;

- Opportunity to ask questions to the Board at General Meetings;

- Effective Members participation in key corporate governance decisions such as election of Members of Board;

- Exercise of ownership rights by all Members, including institutional investors; adequate mechanism to address the grievances of the Members;

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

- To receive Dividends and other corporate benefits like rights, bonus etc. once approved;

- To inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and

- Any other rights as specified in the statutory enactments from time to time.

ACKNOWLEDGEMENTS

The Board of Directors expresses heartfelt gratitude to all stakeholders for their unwavering support, which has been instrumental in achieving the Companys financial performance (FY 2024-25 revenue: Rs 287.60 lakhs, profit: Rs 23,59,062) and maintaining operational stability (total assets: Rs 1,678.97 lakhs). Specifically, the Board acknowledges:

• Shareholders and investors for their continued trust, enabling the Company to achieve a profit of Rs 23,59,062 and manage borrowings effectively (Rs 441.34 lakhs shortterm, Rs 263.75 lakhs long-term)

• Clients and customers for their loyalty, contributing to revenue of Rs 287.60 lakhs through sustained demand for Jaipans products (Management Discussion and Analysis).

• Vendors and suppliers for their reliable support in maintaining inventory at Rs 219.16 lakhs, ensuring efficient operations despite market challenges.

• Financial institutions and banks for providing credit facilities, supporting the Companys liquidity and operational needs.

• Employees at all levels for their dedication and hard work, which have been pivotal in driving the Companys recovery from FY 2023-24s loss to a profit in FY 2024-25, per Section 134(3)(q), Companies Act, 2013.

• Regulatory and Government authorities, including the Ministry of Corporate Affairs and Securities and Exchange Board of India, for their guidance in ensuring compliance with the Companies Act, 2013, and SEBI LODR Regulations, 2015.

• Bombay Stock Exchange (BSE, Scrip Code: 505840) and Link Intime India Pvt. Ltd. (Registrar and Share Transfer Agent, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai 400078, Phone: 022-25946970, Email: rnt.helpdesk@linkintime.co.in) for facilitating seamless shareholder services and compliance with SEBI LODR Regulation 44.

• Business partners, including distributors and associates, for their collaborative efforts in strengthening the supply chain, as highlighted in the Management Discussion and Analysis.

Cautionary Statement

Statements in the Directors Report and Management Discussion and Analysis, describing Jaipan Industries Limiteds objectives, projections, estimates, expectations, or predictions, constitute forward-looking statements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 34(3)) and SEBI (Prohibition of Insider Trading) Regulations, 2015. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. Key factors impacting the Companys operations, including its financial performance (FY 2024-25 revenue: Rs 287.60 lakhs, profit: Rs 23,59,062), include:

• Demand and supply dynamics for household appliances in India and export markets, affecting revenue and inventory levels (Rs 219.16 lakhs).

• Fluctuations in raw material costs and availability, impacting production costs and margins, as highlighted in the Management Discussion and Analysis .

• Cyclical demand and competitive pricing pressures in the Companys principal markets, influencing profitability (profit: Rs 23,59,062).

• Changes in government regulations, including tax policies and import duties, affecting operational costs and compliance (e.g., Companies Act, 2013, SEBI LODR amendments dated 12.12.2024).

• Economic developments in India and international markets, impacting consumer spending and the Companys export potential (page 28).

• Potential litigation or regulatory actions, which could affect financial stability (total assets: Rs 1,678.97 lakhs, borrowings : Rs 705.09 lakhs).

• Labour relations and operational disruptions, including supply chain challenges, as noted in the Management Discussion and Analysis.

The Company maintains a risk management framework, overseen by the Board and Audit Committee, to mitigate these factors, aligning with best practices under SEBI LODR Regulation 21, though exempt under Regulation 15(2) due to the Companys market capitalization (~ Rs 22 Cr, as of January 2025). The Company is not obliged to publicly amend, modify, or revise forward-looking statements based on subsequent developments, information, or events, unless required by law. Stakeholders can access detailed Financial Statements and risk disclosures via www.jaipan.com or www.bseindia.com (Scrip Code: 505840), per MCAs Companies (Accounts) Second Amendment Rules, 2025. These matters will be discussed at the 59^th Annual General Meeting, tentatively scheduled for September 30, 2025, subject to confirmation.

For and on behalf of the Board of Directors	Veena Agarwal
Place : Mumbai	DIN - 07104716
Date : 6th September,2025	Managing Director