Jauss Polymers Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 39 th Annual Report of the Company, together with the Audited Financial Statements for the Financial Year ended 31 st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

	2025-26	2024-25
Particulars	(Rs. In Lacs)	(Rs. In Lacs)
	Standalone	Standalone	Consolidated
Sales / Other Income	39.44	13.45	13.45
Gross Profit before interest, depreciation prior Period income and expenditure and impairment Loss and excess provision written back	-	-	-
Interest	-	0.04	0.04
Depreciation	-	-	-
Profit / (Loss) before prior period adjustment, exceptional items and Tax	(463.08)	(8.64)	(38.49)
Exceptional items	-	-	-
Provision for Taxation	-	-	-
Provision for deferred Tax	-	-	-
Profit / (Loss) after Tax	(463.08)	(8.64)	(38.49)
Net Profit	(463.08)	(8.64)	(38.49)

2. TRANSFER TO RESERVES

After considering the financial position of the Company and its future business requirements, the Board of Directors has decided not to transfer any amount to the General Reserve for the financial year under review. Accordingly, no amount has been transferred to the General Reserve during the year.

3. DIVIDEND

In view of the absence of profits during the Financial Year 2025-26 and after considering the financial position of the Company, the Board of Directors has not recommended any dividend for the Financial Year 2025-26.

4. STATE OF THE COMPANYS AFFAIR AND FUTURE OUTLOOK:

i. Segment-wise position of business and its operations: The Company operates in a single business segment, namely the manufacturing and supply of PET bottles, containers, jars and allied packaging products. Accordingly, there are no separate reportable segments as per the applicable Indian Accounting Standards. During the year under review, the Jauss Polymers Limited Annual Report 2025-2026 Company continued to focus on strengthening its core business while maintaining operational efficiency and prudent resource management.

ii. Change in the Status of the Company: Company has been listed during the year. Accordingly there has been no change in the status of the Company.

iii. Key Business Developments: NA

iv. Change in the Financial Year: There is no change in the financial year followed by the Company.

v. Capital Expenditure Programmes: NA

vi. Details and status of acquisition, merger, expansion, modernization and diversification: NA

vii. Developments, acquisition, and assignment of material intellectual Property Rights: NA

viii. Any other material event having an impact on the affairs of the company: NA

5. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31, 2026.

6. MATERIAL CHANGES AND COMMITMENTS:

There was no change in the nature of the business of the Company during the Financial Year 202526. Further, no material changes or commitments have occurred between 31st March, 2026 and the date of this Report that have materially affected, or are likely to materially affect, the financial position of the Company.

Open Offer

Subsequent to the closure of the financial year, an open offer was made to the eligible public shareholders of the Company pursuant to the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations).

The open offer was undertaken in accordance with the applicable provisions of the SEBI SAST Regulations. The tendering period for the open offer was from 22 April 2026 to 6 May 2026, and the process was completed in compliance with the applicable regulatory requirements.

The Company has made the necessary disclosures and complied with the applicable provisions of the SEBI SAST Regulations and other applicable laws in relation to the aforesaid transaction.

7. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2026 stood at Rs5,06,55,750/-. During the Financial Year 2025-26, there was no change in the paid-up share capital of the Company.

During the year under review, the Company did not issue or allot any equity shares, including shares with differential voting rights, sweat equity shares, or equity shares under any employee stock option scheme. Further, the Company did not buy back any of its securities, issue any bonus shares, or undertake any preferential allotment or private placement of shares during the Financial Year 2025-26.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2026, the Company did not have any holding company, subsidiary company, or associate company within the meaning of the provisions of the Companies Act, 2013. Accordingly, the provisions relating to holding, subsidiary, and associate companies, including the applicable disclosure requirements, are not applicable to the Company.

9. CONSOLIDATED ACCOUNTS

During the Financial Year 2025-26, the Company divested its entire investment in Innovative Containers Services Limited, which consequently ceased to be its subsidiary. Accordingly, as on 31st March, 2026, the Company did not have any subsidiary company, and the requirement to prepare Consolidated Financial Statements under the Companies Act, 2013 and the applicable Indian Accounting Standards was not applicable.

10. DIRECTORSHIP

The composition of the Board of Directors of the Company remained unchanged throughout the Financial Year 2025-26.

The Independent Directors have submitted declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified under the Act and the rules made thereunder and possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their responsibilities. The Board is satisfied that there has been no change in the circumstances affecting their status as Independent Directors during the year under review.

The Independent Directors have also complied with the provisions relating to inclusion of their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, in accordance with the provisions of the Companies Act, 2013 and the rules made there under, wherever applicable.

11. NUMBER OF BOARD MEETINGS

Six meetings of the Board of Directors of your Company were held during the year under review.

1. 30.05.2025	2. 14.08.2025	3. 02.09.2025
4. 14.11.2025	5. 11.02.2026	6. 13.02.2026

12. COMMITTEE COMPOSITION Audit Committee:

Terms of Reference:

The Audit Committee reviews the reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes, and the Companys risk management framework. The Committee operates in accordance with its Charter and is vested with the necessary powers to effectively discharge its responsibilities and achieve its objectives.

Sr No. Name	Designation	No. of meetings during the year	No. of meetings attended.
1. Ketineni Sayaji Rao	Director	4	4
2. Rajani Sirish Laddha	Independent Director	4	4
3. Maddi Venkata Surdarsan	Independent Director	4	4

Nomination and Remuneration Committee:

Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee include matters prescribed under Section 178 of the Companies Act, 2013. The Committee, inter alia, recommends remuneration policies, formulates criteria for appointment of Directors and Senior Management Personnel, and considers matters relating to Board diversity and other matters as assigned by the Board from time to time.

Sr No. Name	Designation	No.of meetings during the year	No. of meetings attended.
1. Ketineni Sayaji Rao	Director	1	1
2. Rajani Sirish Laddha	Independent Director	1	1
3. Maddi Venkata Surdarsan	Independent Director	1	1

Stakeholders Relationship Committee: Terms of Reference:

The Stakeholders Relationship Committee oversees the redressal of shareholders and investors grievances, transfer/transmission/transposition of shares, issue of duplicate share certificates, and matters relating to dematerialisation and rematerialisation of shares. The Committee performs such other functions as may be entrusted by the Board of Directors from time to time.

Sr No. Name	Designation	No.of meetings during the year	No. of meetings attended.
1. Saurabh Jibhau Shewale	Director	1	1
2. Rajani Sirish Laddha	Independent Director	1	1
3. Maddi Venkata Surdarsan	Independent Director	1	1

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 loss/profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. KEY MANAGERIAL PERSONNEL:

The following persons are currently Whole-Time Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

a. Mr. Ketineni Satish Rao - Managing Director.

b. *Mr. Raj Kumar Gupta- Chief Financial Officer.

c. Ms. Priya Parashar- Company Secretary & Compliance officer.

d. Mr. Bhanu Sairam Motepalli - Chief Financial Officer.

*During the Financial Year 2025-26, Mr. Raj Kumar Gupta resigned from the position of Chief Financial Officer (CFO) of the Company with effect from 13th February, 2026. The Board places on record its appreciation for the valuable contribution and services rendered by him during his tenure with the Company.

15. EVALUATION OF BOARD PERFORMANCE:

The Board have undertaken an annual evaluation of the performance of the entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members, and the responses to the same have been received. The key outcomes of this evaluation, along with actionable areas, are presented to both the Nomination and Remuneration Committee and the full Board of Directors. This structured approach ensures that the findings are thoroughly discussed and acted upon, leading to a continuous improvement in board effectiveness and overall corporate governance.

16. INTERNAL FINANCIAL CONTROL:

The Company has in place an established internal control system to ensure proper recording of financial & operational information, compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

17. STATUTORY AUDITORS:

M/s Mahesh Yadav & Co., Chartered Accountants (Firm Registration No. 036520N), shall complete their term as the Statutory Auditors of the Company at the conclusion of the 39th Annual General Meeting.

Based on the recommendation of the Audit Committee and pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. MRB & Associates, Chartered Accountants (Firm Registration No. 136306W), as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received a written consent and a certificate from the proposed auditors to the effect that their appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

18. SECRETARIAL STANDARDS OF ICSI:

During the year under review, the Company has complied with the applicable Secretarial Standards, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and made mandatory pursuant to the provisions of Section 118(10) of the Companies Act, 2013.

Further, as a measure of good corporate governance and transparency, the Company has also voluntarily complied with the provisions of Secretarial Standard on the Report of the Board of Directors (SS-4), issued by the Institute of Company Secretaries of India (ICSI), although compliance with SS-4 is presently recommendatory in nature.

19. DEPOSITS:

No disclosure or reporting is required in respect of deposits covered under Chapter V and other applicable provisions of the Companies Act, 2013, as there were no transactions in respect of the same during the year under review.

20. RISK MANAGEMENT:

There is a continuous process of identifying / managing risks through a Risk Management Process. The measures used in managing the risks are also reviewed. The risks identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk & foreign currency related risks. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, measures were taken for minimization of risks and the Board was informed from time to time. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - A, and forms part of this Report.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company does not have any employee except KMP. A statement showing details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - B and forms part of this Report.

23. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS U/S 186:

During the year under review, the Company did not make any investments, grant any loans, provide any guarantees or extend any securities covered under the provisions of Section 186 of the Companies Act, 2013. As on the date of this Report, the Company has no outstanding investments, loans, guarantees or securities under the provisions of Section 186 of the Companies Act, 2013. Reference may be made to Note 4 to the Financial Statements for the relevant disclosures, if any.

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, the Company has not entered into any contract or arrangement with related parties as referred to in Section 188(1) of the Companies Act, 2013.

25. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026, prepared in accordance with the provisions of the Companies Act, 2013, is available on the website of the Company at .

26. SECRETARIAL AUDIT:

The Board has appointed M/s Lalit Sharma & Associates, Company Secretaries, (ACS NO. 75311, CP NO. 27781) for a term of five consecutive financial years commencing from the conclusion of 38 th AGM till the conclusion of 43rd AGM. The Secretarial Audit Report for the financial year 2025-26 is enclosed herewith as Annexure - C and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

27. REGISTRAR AND SHARE TRANSFER AGEN:

During the year under review, Beetal Financial & Computer Services Private Ltd was the Registrar and Transfer Agent of the Company.

28. CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance as specified under Regulations 17 to 27 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company pursuant to the exemption available under Regulation 15(2) of the said Regulations. Accordingly, the Corporate Governance Report and the certificate regarding compliance with the conditions of Corporate Governance do not form part of this Annual Report.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS:

During the statutory audit of the financial statements, the Statutory Auditors have made certain qualifications, reservations, adverse remarks and/or disclaimers in their Audit Report. Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Boards comments on such remarks are provided below:

1. Basis for opinion: The Companys financial statements have been prepared using the going concern basis ofaccounting. The use of the going concern basis ofaccounting is appropriate unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditors Comment

As per our audit, we found that there is no turnover during the year which leads to significant losses in the current financial year which indicates that the company has ceased to operate. Hence these are the significant events or conditions which cast the material uncertainty on the Companys ability to continue as a going concern.

We extended our audit procedure to mitigate the uncertainty and found that:

- Management has not yet performed an assessment of the entitys ability to continue as a going concern despite requesting management to make its assessment.

- Management has not provided any plans for future actions in relation to its going concern assessment hence we are unable to conclude whether the outcome of these plans is likely to improve the situation and whether managements plans are feasible in the circumstances.

The entity has not prepared a cash flow forecast to evaluation of managements plans for future actions.

Hence there is also no realistic alternative to justify the management ability to continue as a going concern.

Managements Comment: The promoter have transferred their substantial holding to a another going concern which intend to do business activities of signification amount in this company hence this qualification is not relevant as of now.

2. Basis for opinion: Note 4 of Financial Statement describes that Loan and Advances given amounting to Rs. 469.09 lakhs include balances which are outstanding for substantial period of time.

Auditors Comment

We have not received confirmations for these balances and were unable to perform alternate audit procedures in respect of the same and accordingly, we are unable to comment on such balances. As per management, this balance will not be received & decided to written off the balance amounting Rs. 469.09 lakhs.

Managements Comment: It is correct that this amount is very old balance receivable from a concern which do not have liquidity and profitability to service this amount inspite of regular follow ups this amount was not recovered and further new promoter have agreed this settlement moreover this was declared in December quarter result also and the balance is agreed by both parties.

30. DISCLOSURE REQUIREMENTS:

1. Policy on materiality of related party transactions and dealing with related party transactions is available on the website of the Company.

2. The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Companys website The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013.

3. The Companys Remuneration Policy is enclosed as Annexure - D and forms part of this Report.

4. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. During the year under review, there were no cases reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year ended 31st March, 2026, provides an overview of the Companys industry structure and developments, business performance, financial performance, opportunities and threats, risks and concerns, internal control systems, and future outlook. The Report forms an integral part of this Boards Report and is annexed herewith as Annexure - E.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.2Q16

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

33. MATERNITY BENEFIT:

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

34. ACKNOWLEDGEMENT:

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management.

The Directors place on records their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well,

For and on behalf of board of directors

Sd/-
Ketineni Sayaji Rao
Chairman
DIN: 01045817

Sd/-
Ketineni Satish Rao
Managing Director
DIN: 02435513

Place: Haryana
Date: 05.08.2026