Jay Ambe Supermarkets Ltd Directors Report

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 06th (Sixth) Directors Report of the Company together with the Audited Financial Statement for the financial year ended March 31, 2026 ("FY 2025–26") along with the Auditors Report thereon.

The Board places on record its sincere appreciation and gratitude to all the shareholders for their continued trust and support in the Company. Your confidence has been instrumental in enabling the Company to pursue its strategic objectives and strengthen its market position. The Board remains committed to maintaining the highest standards of corporate governance, transparency and accountability, while focusing on sustainable growth, long-term value creation and safeguarding the interests of all stakeholders.

1. KEY FINANCIAL HIGHLIGHTS

The key financial highlights of the Company for FY 2025-26 as compared to the preceding FY 2024-25, on a standalone basis are summarized below:

( in Lakhs)

Particulars	F.Y. 25-26	F.Y. 24-25
Revenue from Operations	7149.76	4735.28
Profit Before Tax (PBT)	659.22	381.58
Less: Current Tax	168.67	104.70
Deferred Tax	3.07	1.50
Profit After Tax (PAT)	487.48	275.37
Earnings per share (Basic)	6.25	4.50
Earnings per share (Diluted)	6.25	4.50

2. STATE OF COMPANY AFFAIRS

The Company has achieved a total revenue of Rs. 7155.31 Lakhs during the financial year ended March 31, 2026 as against a total revenue of Rs. 4740.00 Lakhs in the corresponding previous financial year ended March 31, 2025. Profit before tax for the year stood at Rs. 659.22 Lakhs compared to Rs. 381.58 Lakhs for the previous corresponding year. The Profit after tax for the period stood at Rs. 487.48 Lakhs as against a profit of Rs. 275.37 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. COMPANY AFFAIRS

i. Business Segments: The Company operates into a single business segment i.e. retail trading of FMCG products, groceries, home textiles, home d?cor, apparel, footwear, toys and other household items through its retail stores under the brand "City Square Mart." ii. Change in status of the Company: Status of the Company is Public Limited. During the period under review, the Equity Shares of the Company were listed on SME Platform of BSE Limited with effect from September 17, 2025 pursuant to Initial Public Offer. iii. Key Business Developments: During the year, the Company continued its retail expansion across Gujarat, opening new stores including at Mansa City and Adani Shantigram Township, Ahmedabad, taking its network to 18 stores. The Company also completed its Rs. 1,844.54 Lakhs public issue during the year, which received strong investor response. iv. Change in FY: There is no change in Financial Year. v. Capex Programmes: During the Financial Year under review, the Company has made capital expenditure (CAPEX) on various assets in the ordinary course of its business, The details of such capital expenditure are set out in Note No. 11 to the Audited Financial Statements of the Company.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The Company continues to carry on its existing line of business and remains focused on strengthening its operational capabilities and improving efficiencies.

6. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any wholly owned subsidiary, subsidiary or associate company during the year under review. Accordingly, the provisions relating to the preparation and presentation of Consolidated Financial Statements are not applicable to the Company.

However, subsequent to the end of the financial year but before the date of this Boards Report, the Company has two subsidiaries, namely Kilo Kulture Private Limited, incorporated as a Subsidiary on June 15, 2025, and City Square Global LLC, New Jersey, USA, incorporated as a Subsidiary on June 08, 2025.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except:

During the year under review, the Company successfully completed its Initial Public Offer (IPO) of 23,64,800 Equity Shares of face value of 10/- each at an issue price of 78/- per Equity Share (including a securities premium of 68/- per Equity Share), aggregating to 1,844.54 Lakhs in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The IPO was open for subscription from September 10, 2025 to September 12, 2025. The equity shares were allotted to allottees on September 15, 2025, at the issue price of 78/- per share. The Companys equity shares began trading on the SME Platform of the BSE Limited with effect from September 17, 2025.

8. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company, during financial year 2024-25 had applied to National Company Law Tribunal for revision its financial statements, voluntarily for financial Year ended on March 31, 2021, March 31, 2022 and March 31, 2023 under Sections 129 of the Companies Act, 2013.

The matter is presently listed for further hearing on October 08, 2026.

9. CREDIT RATING

The Company has not taken any Credit Rating in respect of any securities during the period under review.

10. DIVIDEND

In order to conserve the resources of the Company, the Board did not recommend any dividend for the financial year under review. Although FY 2025-26 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended March 31, 2026.

Further, no interim dividend was declared during the FY financial year 2025-26.

The Company has Dividend Declaration policy and is available at website of company at https://citysquaremart.com/wp-content/uploads/2025/03/17.-160125_JASPL_Dividend-Distribution-Policy.pdf

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amounts, declared as dividend in past years became due to be transferred to the IEPF.

12. SHARE CAPITAL OF THE COMPANY

Sr. No.	Particulars	Amt. ( )
A.	AUTHORISED SHARE CAPITAL
	90,00,000 Equity Shares of face value of Rs.10/- each	9,00,00,000
B.	ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
	88,79,954 Equity Shares of face value of Rs.10/- each	8,87,99,540

A. Following changes have been made in the Authorised Share Capital of Company during the reporting period

During the year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company remained unchanged throughout the financial year.

B. Following changes have been made in the Paid-up Share Capital of Company during the reporting period

INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES

During the year under review, the Company successfully completed its Initial Public Offer (IPO) of 23,64,800 Equity Shares of face value of 10/- each at an issue price of 78/- per Equity Share (including a securities premium of 68/- per Equity Share), aggregating to 1,844.54 Lakhs in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The IPO was open for subscription from September 10, 2025 to September 12, 2025. The equity shares were allotted to allottees on September 15, 2025, at the issue price of 78/- per share. The Companys equity shares began trading on the SME Platform of the BSE Limited with effect from September 17, 2025.

The Company, vide its Prospectus dated September 13, 2025 ("Prospectus") raised Rs. 1,844.54 Lakhs from the Initial Public Offer (‘IPO).

13. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

14. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2026 comprised of Six (6) Directors out of which One (1) is Executive Director and Three (3) are Non-Executive Non-Independent Directors and Two (2) are Non-Executive Independent Directors including One (1) Women Director. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013.

Retirement by rotation and subsequent re-appointment: Mr. Harshal Daxeshkumar Patel (DIN: 08969780), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible has offered himself for re-appointment. Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Changes During the Financial Year 2025–2026

During the financial year under review, the following changes occurred regarding the Directors and Key Managerial Personnel (KMP):

Name of Directors/KMP	DIN/PAN	Position	Date of appointment	Date of cessation	Applicability of rotation
Tanmay Rajendrakumar Mehta Tanmay	10214147	Additional Independent Director	22/05/2025	-	Not Applicable
Rajendrakumar Mehta	10214147	Independent Director	29/08/2025	-	Not Applicable
Chetana Naranbhai Vora	10869347	Independent Director	18/12/2024	16/04/2025	Not Applicable

Composition as of March 31, 2026

As of the closure of the financial year on March 31, 2026, the Directors and Key Managerial Personnel of the Company were as follows:

Sr. No.	Name of Directors/KMP	Designation	DIN/PAN	Date of Appointment	Date of Cessation	Applicability of rotation
1.	Jignesh Amratbhai Patel	Chairman and Managing Director	08049321	23/11/2020	-	Applicable
2.	Harshal Daxeshkumar Patel	Non- Executive Director	08969780	23/11/2020	-	Applicable
3.	Bhikhabhai Shivdas Patel	Non- Executive Director	08969781	23/11/2020	-	Applicable
4.	Rutwijkumar Maganbhai Patel Tanmay	Non- Executive Director	02423441	23/11/2020	-	Applicable
5.	Rajendrakumar Mehta Poonam	Independent Director	10214147	22/05/2025	-	Not Applicable
6.	Pravinbhai Panchal	Independent Director	08158195	18/12/2024	-	Not Applicable
7.	Renuka Trikha	Company Secretary & Compliance Officer	*****8714E	19/03/2025	-	Not Applicable
8.	Umang Maheshbhai Prajapati	Chief Financial Officer	******9830F	15/02/2025	-	Not Applicable

Note: There has been no change in the composition of the Board of Directors or Key Managerial Personnel between the end of the financial year March 31, 2026 and the date of signing of this Board Report.

16. KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act), the following are the KMPs of the Company:

Jignesh Amratbhai Patel – Chairman & Managing Director Umang Maheshbhai Prajapati - Chief Financial Officer Renuka Trikha - Company Secretary and Compliance Officer

17. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

18. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

A. BOARD OF DIRECTORS

During the financial year 2025-26, 16 (Sixteen) meetings of the Board of Directors were held and the details of meetings attended by the Directors are as follows:

Sr. No.	Date of Meeting	Number of Directors Present
1	16/04/2025	5
2	01/05/2025	5
3	03/05/2025	5
4	22/05/2025	5
5	04/06/2025	6
6	12/06/2025	6
7	25/07/2025	6
8	25/08/2025	4
9	02/09/2025	6
10	13/09/2025	6
11	15/09/2025	6
12	10/11/2025	6
13	14/11/2025	6
14	19/01/2026	5
15	19/02/2026	5
16	27/03/2026	5
17	30/03/2026	6

The details of meetings attended by the Directors are as follows:

Sr. No.	Name of Director	No. of Meetings entitled to attend	No. of meetings attended
1	Harshal Daxeshkumar Patel	17	16
2	Bhikhabhai Shivdas Patel	17	17
3	Rutwijkumar Maganbhai Patel	17	17
4	Jignesh Amratbhai Patel	17	17
5	Tanmay Rajendrakumar Mehta	13	12
6	Poonam Pravinbhai Panchal	17	16

B. AUDIT COMMITTEE OF BOARD OF DIRECTORS

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Boards responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee covers all matters those are specified in Section 177 of the Companies Act, 2013.

Audit Committee Recommendations

During the year, the recommendations of Audit Committee, if any were accepted by the Board of Directors.

The detailed composition of the members of the Audit Committee during the financial year is outlined below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointm ent	Date of Cessation
10214147	Tanmay Rajendrakum ar Mehta	Independent Director	Chairperson	10/11/2025	-
10214147	Tanmay Rajendrakum ar Mehta	Independent Director	Member	22/05/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Chairperson	26/02/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Member	10/11/2025	-
08049321	Jignesh Amratbhai Patel	Managing Director	Member	26/02/2025	-
10869347	Chetana Naranbhai Vora	Independent Director	Member	26/02/2025	16/04/2025

Reconstitution of the Audit Committee During the Year:

The Board of Directors approved the reconstitution of the Audit Committee on 1(One) occasion during the year:

May 22, 2025: Due to the resignation of Ms. Chetana Vora from her position as Independent (Non-Executive) Director and appointment of Mr. Tanmay Rajendrakumar Mehta as an Additional Independent (Non-Executive) Director, the Board has undertaken the reconstitution of Committee.

November 10, 2025: Mr. Tanmay Rajendrakumar Mehta is appointed as chairperson replacing Ms. Poonam Pravinbhai Panchal, who will continue to serve as a member of Committee.

Members possess sound accounting and financial management knowledge.

During the period under review, a total of 7 (Seven) Audit Committee Meetings were held dated: May 22, 2025, July 25, 2025, August 25, 2025, September 02, 2025, November 10, 2025, November 14, 2025, and March 30, 2026.

Attendance for Audit Committee Meeting:

		No. of Meeting
Sr. No.	Name of Committee Member	Entitled to Attend	Attended
1.	Tanmay Rajendrakumar Mehta	7	7
2.	Jignesh Amratbhai Patel	7	7
3.	Poonam Pravinbhai Panchal	7	7

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board has constituted the "Nomination and Remuneration Committee".

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointme nt	Date of Cessation
10214147	Tanmay Rajendrakumar Mehta	Independent Director	Chairperson	10/11/2025	-
10214147	Tanmay Rajendrakumar Mehta	Independent Director	Member	22/05/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Chairperson	26/02/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Member	10/11/2025	-
02423441	Rutwijkumar Maganbhai Patel	Non- Executive Director	Member	26/02/2025	-
10869347	Chetana Naranbhai Vora	Independent Director	Member	26/02/2025	16/04/2025

Reconstitution of the Nomination and Remuneration Committee During the Year:

The Board of Directors approved the reconstitution of the Nomination and Remuneration Committee on 1(One) occasion during the year:

May 22, 2025: Due to the resignation of Ms. Chetana Vora from her position as Independent (Non-Executive) Director and appointment of Mr. Tanmay Rajendrakumar Mehta as an Additional Independent (Non-Executive) Director, the Board has undertaken the reconstitution of Committee.

November 10, 2025: Mr. Tanmay Rajendrakumar Mehta is appointed as chairperson replacing Ms. Poonam Pravinbhai Panchal, who will continue to serve as a member of Committee.

During the period under review, total 3 (Three) Nomination and Remuneration Committee Meetings were held dated: May 22, 2025, May 22, 2025 and November 14, 2025.

Attendance of Nomination & Remuneration Committee Meeting:

		No. of Meeting
Sr. No.	Name of Committee Member	Entitled to Attend	Attended
1.	Tanmay Rajendrakumar Mehta	3	3
2.	Rutwijkumar Maganbhai Patel	3	3
3.	Poonam Pravinbhai Panchal	3	3

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted the "Stakeholders Relationship Committee".

The Stakeholders Relationship Committee has been formed for the effective redressal of the investors complaints and reporting of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:

DIN	Name of Directors	Nature of Directorship	Status in Committe e	Date of Appointme nt	Date of Cessation
10214147	Tanmay Rajendraku mar Mehta	Independent Director	Chairperson	10/11/2025	-
10214147	Tanmay Rajendraku mar Mehta	Independent Director	Member	22/05/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Chairperson	26/02/2025	10/11/2025
08158195	Poonam Pravinbhai Panchal	Independent Director	Member	10/11/2025	-
02423441	Rutwijkumar Maganbhai Patel	Non-Executive Director	Member	26/02/2025	-
10869347	Chetana Naranbhai Vora	Independent Director	Member	26/02/2025	16/04/2025

Reconstitution of the Stakeholders Relationship Committee During the Year:

The Board of Directors approved the reconstitution of the Stakeholders Relationship Committee on 1(One) occasion during the year:

May 22, 2025: Due to the resignation of Ms. Chetana Vora from her position as Independent (Non-Executive) Director and appointment of Mr. Tanmay Rajendrakumar Mehta as an Additional Independent (Non-Executive) Director, the Board has undertaken the reconstitution of Committee.

November 10, 2025: Mr. Tanmay Rajendrakumar Mehta is appointed as chairperson replacing Ms. Poonam Pravinbhai Panchal, who will continue to serve as a member of Committee.

During the period under review, a total of 2 (Two) Stakeholders Relationship Committee Meetings were held dated May 22, 2025 and November 14, 2025.

Attendance of Stakeholder Relationship Committee Meeting:

		No. of Meeting
Sr. No.	Name of Committee Member	Entitled to Attend	Attended
1.	Tanmay Rajendrakumar Mehta	2	2
2.	Rutwijkumar Maganbhai Patel	2	2
3.	Poonam Pravinbhai Panchal	2	2

19. EVALUATION OF BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated after seeking input from all the directors on the basis of criteria such as board composition and structure effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking input from committee members on the basis of criteria such as composition of committees, effectiveness of committee meetings etc.

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive di rectors.

The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on March 02, 2026.

20. VIGIL MECHANISM

The Company has whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behaviour; actual or suspected fraud or violation of the Companys Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at https://citysquaremart.com/wp-content/uploads/2025/03/2.-160125_JASPL_Policy-on-Vigil-Mechanism.pdf

21. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Companies Act, 2013. The Policy is uploaded on the website of the company. The web link is https://citysquaremart.com/wp-content/uploads/2025/03/3.-160125_JASPL_Nomination-Remuneration-Policy.pdf

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

A. In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

B. Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on March 31, 2026 and of the Companys profit or loss 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 Financial Statements have been prepared on a Going Concern Basis.

E. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively.

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

23. LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, pursuant to the provisions of Section 179 and Section 188, read with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Company has accepted unsecured loans from the Directors of the Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming part of Annual Report.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory

Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

25. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND

ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Mr. Jignesh Amratbhai Patel (DIN: 08049321), Managing Director as a Designated person of the company and the same will be reported in Annual Return of the Company.

26. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As of March 31, 2026, the Company does not have any subsidiary company, associate company and has not entered into any joint ventures with other entities.

However, as on the date of this report, the Company has incorporated Two (2) Subsidiary Companies. The details of the Companys holding in these entities are as follows:

Sr. No.	Name of the Subsidiary Company	Percentage holding
1.	City Square Global LLC*	51.00%
2	Kilo Kulture Private Limited**	100.00%

*City Square Global LLC was incorporated on June 08, 2026 in New Jersey.

**Kilo Kulture Private Limited was incorporated on June 15, 2026 as a private limited company.

Pursuant to the first proviso of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, associate companies, and joint ventures is provided in Form AOC-1, which is appended to this report as ‘Annexure A.

27. MATERIAL SUBSIDIARIES

In terms of Regulation 16 of the Listing Regulations, a subsidiary shall be considered material subsidiary if, its turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and audited financial statements of the Company of March 31, 2026, the Company had no material subsidiaries during the period under review.

28. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

29. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 read with Section 134(3)(a) of the Companies Act, 2013, for the financial year ended March 31, 2026 will be placed on the website of the company at www.citysquaremart.com.

30. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITOR

Initially, M/s. Jay M. Shah & Co., Chartered Accountants, were the Statutory Auditors of the company. However, due to the non-availability of a valid Peer Review Certificate, M/s. Jay M. Shah & Co., Chartered Accountants, resigned from the office of the Statutory Auditors of the Company, resulting in a casual vacancy in the office of the Statutory Auditors.

Accordingly, pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors appointed M/s. PKN & Co., Chartered Accountants (FRN: 137148W), to fill the casual vacancy arising from such resignation. The said appointment was subsequently approved by the members of the Company through postal ballot on April 28, 2026, and M/s. PKN & Co. were appointed to hold office until the conclusion of the ensuing Annual General Meeting (AGM).

Subsequently, the Board of Directors, at its meeting held on September 08, 2026, recommended the appointment of M/s. PKN & Co., Chartered Accountants (FRN: 137148W), as the Statutory Auditors of the Company for a consecutive term of 5 (five) years. Subject to the approval of the shareholders in ensuing AGM, M/s. PKN & Co. shall hold office from the conclusion of this ensuing AGM until the conclusion of the 11th AGM of the Company i.e. for the period of 5 years.

STATUTORY AUDITORS OBSERVATION IN AUDIT REPORT

The Statutory Auditors, in their report for the financial year ended March 31, 2026, have made certain qualifications/observations.

The Board has duly considered the same and the explanations and comments of the Board in respect thereof, as required under Section 134(3)(f) of the Companies Act, 2013as below:

B. SECRETARIAL AUDITOR

In compliance with Section 204(1) of the Companies Act, 2013, the Company is required to obtain a Secretarial Audit Report and annex it to the Boards Report.

During the year, upon the recommendation of the Audit Committee, the Board of Directors, at its meeting held on March 30, 2026, appointed M/s. Deepti & Associates, Practicing Company Secretaries (Firm Registration No.: S2016DE438900), to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

SECRETARIAL AUDITORS OBSERVATION IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year under review, in the prescribed Form No. MR-3, is annexed as ‘Annexure B and forms an integral part of this Report.

In accordance with Section 134(3)(f) of the Companies Act, 2013, the Board of Directors has duly considered the observation made by the Secretarial Auditor in the said Report. The managements explanation and response to this observation are detailed below:

Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our Company.

C. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, based on the recommendation of Audit Committee, the Board of Directors has appointed Mr. Rohan Kamal Narang, as the Internal Auditor of the Company for the Financial Year 2025-26, at its meeting held on April 23, 2026.

D. COST RECORDS AND COST AUDIT

Pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the provisions relating to maintenance of cost records, cost audit and appointment of Cost Auditor are not applicable to the Company for the financial year 2025-26.

E. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board of Directors under Section 143 (12) of the Companies Act, 2013.

31. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company during the financial year under review. However, in line with its commitment to responsible corporate governance, the Company has adopted a Corporate Social Responsibility (CSR) Policy, which is available on the Companys website at https://citysquaremart.com/wp-content/uploads/2025/03/15.-160125_JASPL_CSR-Policy.pdf.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, Guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report.

33. PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

34. RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Risk Management Policy is available on the website of your Company at https://citysquaremart.com/wp-content/uploads/2025/03/10.-160125_JASPL_Risk-Management-Policy.pdf

35. RELATED PARTIES TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://citysquaremart.com/wp-content/uploads/2025/03/9.-160125_JASPL_Policy-on-Related-Party-Transactions.pdf. All contracts or arrangements or transactions entered during the year with related parties were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act.. None of the contract or arrangements or transactions with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable for F.Y. 2025-26. However, the company is voluntarily giving details pertaining to related party transactions which are not material but are on arms length basis and in ordinary course of business in AOC-2 as ‘Annexure B and same forms part of this report.

36. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Company has adopted a Code of Conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), to regulate, monitor and report trading by designated persons, and to lay down the procedures to be followed and disclosures to be made while dealing in the securities of the Company, in accordance with Regulation 8 of the PIT Regulations.

The Board of Directors has duly approved and adopted the "Code of Conduct for Prevention of Insider Trading and for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)" ("Code"), as amended from time to time.

The Code is applicable to all Directors, Key Managerial Personnel (KMPs), employees, designated persons, their immediate relatives, and other connected persons of the Company. The said Code is available on the Companys website at: https://citysquaremart.com/wp-content/uploads/2025/03/6.-160125_JASPL_Code-of-Conduct-for-prevention-of-Insider-Trading.pdf.

The trading window closure(s) are intimated in advance to all designated persons. During the closure period, Directors, KMPs, employees, designated persons, their immediate relatives, and other connected persons are not permitted to trade in the securities of the Company.

The Company maintains a Structured Digital Database (SDD) in compliance with Regulation 3(5) of the PIT Regulations.

37. MANAGEMENTS DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

38. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the Company, as it is listed as a SME listed entity.

39. GENERAL SHAREHOLDER INFORMATION

A	AGM: Day, Date, Time and Venue	Wednesday, September 30, 2026, at 01:30 P.M through V.C
B	Financial Year	2025-26
C	Cut-off date for the purpose of determining shareholders for voting	September 25, 2026
D	Listing on Stock Exchanges	SME Platform of BSE Limited
E	Scrip Code/Symbol	544514
F	ISIN	INE1DRH01011
G	Payment of Listing Fees	The Company confirms that it has paid Annual Listing fees due to the stock exchange for the financial year 2025- 26
H	Market Price Data (High, Low during each month in last financial year 2025-26)	*Refer Table below
I	Registrar and Share Transfer Agents	MUFG Intime India Pvt. Ltd

*MARKET PRICE DATA

Month	High	Low
September 2025	126.95	78.81
October 2025	188.00	133.00
November 2025	146.60	93.20
December 2025	166.95	122.50
January 2026	185.85	120.00
February 2026	222.20	165.80
March 2026	209.85	189.25

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026

Share Nominal Value	No. of Shareholders	% of Total Shareholders	Shareholding Amount	% to Total Amount
1 to 5,000	38	45.24	8,48,000	0.95
5,001 to 10,000	5	5.95	3,99,750	0.45
10,001 to 20,000	10	11.90	15,18,040	1.71
20,001 to 30,000	4	4.76	9,21,840	1.04
30,001 to 40,000	3	3.57	10,61,560	1.20
40,001 to 50,000	0	0	0	0
50,001 to 1,00,000	3	3.57	26,20,740	2.95
1,00,000 and above	21	25.00	8,14,29,610	91.70
Total	84	100.00	8,87,99,540	100.00

SHAREHOLDING PATTERN AS ON MARCH 31, 2026

Sr. No.	Category	Shareholders	No. of shares held	Percentage of holding
1.	Promoter and Promoter Group	10	46,58,547	52.4614
2.	Institutions Domestic	2	6,72,000	7.5676
3.	Institutions Foreign	3	5,69,600	6.4144
4.	Directors and their relatives	0	0	0
5.	KMP	0	0	0
6.	Individual shareholders holding nominal shares Capital upto 2 lakhs	43	2,12,579	2.3939
7.	Individual Shareholders holding nominal Shares Capital in excess of 2 Lakhs	8	13,77,008	15.5069
8.	NRI	0	0	0
9.	Bodies corporate	9	9,72,315	10.9495
10.	Any other	9	4,17,905	4.7062
	TOTAL	84	88,79,954	100.00

Note: The shareholding of Directors is included under the ‘Promoter and Promoter Group category.

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

The Company has zero tolerance towards sexual harassment of women at workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made there under, the Company has adopted a Prevention of Sexual Harassment of Women at Workplace Policy to ensure healthy working environment for women without fear of prejudice, gender bias and sexual harassment and the Company is complying with the applicable provisions of the POSH Act.

In terms of the provisions the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment.

Number of Complaints of Sexual Harassment Received During the Year	Number of complaints disposed off during the year	Number of Cases Pending for More than Ninety Days
NIL	NIL	NIL

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Company is in Compliance with provisions relating to the Maternity Benefit Act, 1961 during the Year under review i.e. FY 2025-26.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. Conversation of Energy

a) Steps taken or impact on conservation of energy: Nil b) Steps taken for utilising alternate sources of energy: Nil c) Capital Investment on Energy Conservation Equipment: Nil

B. Technology Absorption

a) Efforts made towards technology absorption: Nil b) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil c) Information regarding technology imported, during the last 3 years: Nil d) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

(Rs. In Lakhs)

Particulars	2025-26	2024-25
Total Foreign Exchange earned	-	-
Total Foreign Exchange Outgo	-	-

43. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limit set out in the said Rules are provided and is annexed herewith as ‘Annexure C and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors Report excludes the information on employees particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on cs@citysquaremart.com.

44. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

45. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.

46. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

47. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

48. OTHER GENERAL DISCLOSURES

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

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

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). One-time settlement of loan obtained from the Banks or Financial Institutions.

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries.

49. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your directors also express their warm appreciation to all employees for their contribution to your Companys performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

Registered Office:	By Order of the Board of Directors of
A001, Shubh Vivid, Por	Jay Ambe Supermarkets Limited
Kudasan, Village- Kudasan,
Gandhinagar, Gujarat- 382421,
India.
Date: September 08, 2026	Sd/-	Sd/-
Place: Gandhinagar	Jignesh Amratbhai Patel	Rutwijkumar Maganbhai Patel
	Managing Director	Director
	DIN: 08049321	DIN: 08049321