Jayaswal Neco Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present this Board Report, highlighting our financial performance, major developments and other statutory information of the financial year 2024-25, as per the provisions of Section 134 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations").

1. FINANCIAL RESULTS:

The summarised financial results for the year vis-a-vis the previous year are as follows:

(Rs in crores)

Particulars	31.03.2025	31.03.2024
Revenue from Operations	5,999.73	5,933.55
Other Income	12.63	18.45
Total Income	6,012.36	5,952.00
Operating Expenses	5,060.04	4,906.77
EBIDTA	952.32	1,045.23
Finance Costs	562.38	469.41
Depreciation and Amortisation Expenses	286.74	265.92
Exceptional Items	-	18.86
Profit/(Loss) before tax	103.20	291.04
Tax Expenses	(9.48)	81.06
Profit/(Loss) after Tax carried to Balance Sheet	112.68	209.98

During the financial year 2024-25, your Company achieved total revenue from operations of Rs 5,999.73 crore as compared to revenue from operations of Rs 5,933.55 crore in the previous financial year ended 31^st March, 2024. The Earnings before interest, depreciation, exceptional items and tax (EBIDTA) for the current year is Rs 952.32 crore as against Rs 1,045.23 crore in the previous year. The Profit after tax for the current year is Rs 112.68 crore as compared to Rs 209.98 crore in the previous financial year. The operational performance of the Company and other business details have been comprehensively covered in the Management Discussion and Analysis Report.

Your Company has not transferred any amount to the Reserves for the financial year ended 31^st March, 2025 and has carried the Profit after tax of Rs 112.68 crore to

Retained Earnings under "Reserves & Surplus" of "Other Equity" Heading.

2. DIVIDEND:

In order to meet the need for working capital, important cost reduction and value addition capital expenditure requirement of the Company and to comply with its Non-Convertible Debentures (NCD) covenants, the Board of Directors of the Company deemed it prudent not to recommend any dividend for the financial year ended on 31^st March, 2025.

The Board of Directors of the Company had approved a Dividend Distribution Policy on 30^th June 2021 in accordance with the Listing Regulations. The Policy is available on the Companys website at https://www. necoindia.com/wp-content/uploads/2025/02/Dividend-Distribution-Policy.pdf .

In terms of the Policy, equity shareholders of the Company may expect dividend if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the Policy for declaration of dividend.

3. CHANGE IN NATURE OF BUSINESS OF COMPANY:

Your Company primarily is in the business of manufacturing of alloy steels – wire rods, bars, bright bars along with steel billets, pig iron/skull, sponge iron, pellets and iron & steel castings. There is no change in the nature of business of your Company during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year, as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY SUBSEQUENT TO THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

6. EXTERNAL CREDIT RATING:

The India Ratings and Research Private Limited vide its Press Release dated 24^th May, 2024 has issued Long Term Issuer Rating of "IND BBB-" (Investment Grade) with "Stable" Outlook to the Company.

7. CAPITAL REPAIRS:

During the year, the Company has undertaken Category One Capital Repairs and Upgradation of its Blast Furnace (BF) at the Steel Plant Division, Raipur, therefore the Blast furnace and its associated Power Plants, Sinter Plants, Steel Melting Shops and Rolling Mills remained under shut down for a period of 84 days. Subsequent to repairs and upgradation, the Plant has been fully stabilized and operating at its full capacity.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2024-25, following were the changes in the Board of Directors and Key Managerial Personnels (KMPs) of the Company:

Change in Director & KMP due to cessation/ resignation:

i) Shri Davinder Kumar Chugh (DIN. 09020244), Nominee Director [representing various trusts declared and managed by Assets Care & Reconstruction Enterprise Limited (ACRE)] on the Board of the Company has submitted his resignation with effect from 2^nd May, 2024

ii) Shri Atul Gupta (DIN.09314224), Nominee Director [representing various trusts declared and managed by Assets Care & Reconstruction Enterprise Limited (ACRE)] on the Board of the Company has submitted his resignation with effect from 9^th May, 2024.

iii) Shri Brajkishore Agrawal (DIN: 01223894) ceased as an Independent Director of the Company due to completion of his term on 21^st September, 2024.

Change in Director & KMP due to appointment/ reappointment:

i) Shri Ashwini Kumar (DIN: 07694424) was re-appointed as an Independent Director of the Company for the second term of 3 (Three) years w.e.f. 14^th August, 2024.

ii) Shri Manoj Shah (DIN: 00010473) was re-appointed as an Independent Director of the Company for the second term of 5 (Five) years w.e.f. 21^st October, 2024.

iii) Smt. Kumkum Rathi (DIN: 03128864) was re-appointed as an Independent Director of the Company for the second term of 5 (Five) years w.e.f. 21^st October, 2024.

iv) Shri Vinod Kumar Kathuria (DIN: 06662559) was re-appointed as an Independent Director of the Company for the second term of 5 (Five) years w.e.f. 11^th November, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Sangram K. Swain (DIN: 10368704), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The necessary resolution for re-appointment of Shri Sangram K. Swain along with the brief profile and other related information seeking re-appointment forms part of the Notice convening the ensuing Annual General Meeting. After the end of financial year, the Board of Directors on the recommendation of Nomination and Remuneration Committee, at their meeting held on 25^th April, 2025, have appointed/designated Shri Avneesh Jayaswal, Group Director of the Company as a Key Managerial Personnel (KMP) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of Listing Regulations.

In the opinion of the Board, all the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, during the financial year the Company had following whole-time Key Managerial Personnel:

i) Shri Arvind Jayaswal (DIN: 00249864), Chairman & Whole-time Director;

ii) Shri Ramesh Jayaswal (DIN: 00249947), Managing Director;

iii) Shri Sangram K. Swain (DIN: 10368704), Executive Director;

iv) Shri Kapil Shroff, Chief Financial Officer;

v) Shri Ashish Srivastava, Company Secretary & Compliance Officer.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of the criteria of Board Evaluation devised by the Company with the aim to improve the effectiveness of the Board and the Committees.

The performance evaluation of the Board and its Committees focused on various factors, including their functions, responsibilities, competencies, strategy, risk identification and control, diversity and nature of the business. A comprehensive questionnaire was circulated to Board Members, covering multiple aspects of the Boards functioning, culture, execution of duties, professional obligations and governance. The questionnaire aimed to assess Directors knowledge, independence in decision-making, involvement in business planning, constructive engagement with colleagues and understanding of the Companys environment and its risk profile. Additionally, the Chairman of the Board and/or Executive Directors were evaluated based on leadership, co-ordination and steering skills.

During the year, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration. The appointment/ re-appointment/ continuation of Directors on the Board is based on the outcome of evaluation process.

Remuneration Policy

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013, recommended to the Board of Directors of the Company, a Policy on Directors appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The extract of the said Policy is covered in Corporate Governance Report which forms part of this Annual Report.

Meetings

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/ Listing Regulations.

Related Party Transactions

During the year, all related party transactions that were entered were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnels or other designated persons which may have a potential conflict with the interest of the Company at large.

Pursuant to the provision of Regulation 23 of Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. A statement providing details of all related party transactions is presented to the Audit Committee and the Board of Directors on a quarterly basis.

The Policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Companys website and can be accessed at the link: https://www.necoindia.com/wp-content/uploads/2025/02/g.-Policy-on-Related-Party-Transactions-Last-Updated-on-23.01.2025.pdf .

9. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects and programmes in the areas such as Healthcare, Sanitation, Provision of Safe Drinking Water, Mitigate Malnutrition, Promotion of Education and Imparting Training, Women Empowerment, Promotion of Traditional Art and Culture, Community Welfare, Environmental Sustainability, Development of Rural Sports, Programmes and Training for development and upliftment of rural masses especially women, youths and girls and Development of Infrastructural facilities in rural areas. The Companys CSR Policy is available on the website of the Company and it is available at https://www.necoindia. com/wp-content/uploads/2025/02/Corporate-Social-Responsiblity-Policy-1.pdf .

During the financial year 2024-25, the minimum prescribed CSR expenditure (i.e. Two percent of average net profit of the Company as per sub-section (5) of Section 135) of the Company was Rs 1,631.66 Lakhs. Further, amount of Rs 34.10 Lakhs was available as set-off from excess spent of previous year. Against that the total spent on the CSR activities during the financial year 2024-25 was H1,715.26 Lakhs and the Board of Directors has approved set-off of excess amount spent of H117.70 Lakhs against the CSR requirement up to immediate succeeding three financial years.

The Annual Report on CSR activities is attached as "Annexure- A" and forms part of this report.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure- B" and forms part of this report.

11. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

During the year, the Company did not have any Subsidiary Company. Further, Statement in respect of Maa Usha Urja Private Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as "Annexure- C" and forms part of this report. The Company has formulated a Policy for Determining ‘Material Subsidiary in terms of Regulation 16(1)(c) of the Listing Regulations and the said Policy has been posted on the website of the Company and is available at: https:// www.necoindia.com/wp-content/uploads/2025/02/ Policy-for-Determining-Material-Subsidiaries-Last-Updated-on-23.01.2025.pdf.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. CORPORATE GOVERNANCE REPORT:

The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is appended and forms part of this Annual report.

14. RISK MANAGEMENT:

In terms of the Regulation 21 of the Listing Regulations, the Board of Directors had constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of strategic, operational, external environment, cyber security and other risks, in fulfilling its corporate governance oversight responsibilities and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the Risk Management Plan and ensuring its effectiveness through Action Taken Reports. The major risks identified by the businesses are systematically addressed through mitigating actions on a continuous basis. The Risk Management Policy of the Company is available on the website of the Company at the link: https:// www.necoindia.com/wp-content/uploads/2025/02/Risk-Management-Policy.pdf.

15. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:

The Company has established a Vigil Mechanism/ Whistle-Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimisation of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism/ Whistle-Blower Policy are made available on the website of the Company at: https://www.necoindia. com/wp-content/uploads/2025/02/Vigil-Mechanism-Whistle-Blower-Policy-1.pdf and have also been provided in the Corporate Governance Report forming part of this Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state: (a) that in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgements 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 31^st March, 2025 and of the profit and loss of the Company for the year ended on that date; (c) that 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) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls have been in place and that the internal financial controls are adequate and have been operating effectively; (f) that systems to ensure compliance with the provisions of all applicable laws have been in place and are adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has formulated its SOPs & Policies related to Internal Financial Control over Financial Reporting. There are sufficient controls, checks and balances established for all the material transactions. The Company has also fixed process flows for all the transactions. The Company has also designed strong Management Information System (MIS) for proactive controls and monitoring.

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were operating effectively.

18. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 (the "Act"), copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible on the website of the Company at https://www.necoindia.com/ investors/annual-returns/.

19. STATUTORY AUDITORS AND THEIR REPORT:

The Statutory Auditors M/s. Chaturvedi & Shah LLP, Chartered Accountants, Mumbai hold office for the period of 5 years from the Annual General Meeting (AGM) held on 30^th December, 2021.

The Auditors Report on the financial statements of the Company for the year ended 31^st March, 2025 is self- explanatory and with unmodified opinion.

The Statutory Auditors Report for the financial year 2024-25 does not contain any qualification, reservation, or adverse remark. However, the Statutory Auditors have placed emphasis on certain matters in the audit report related to the attachment of properties of the Company. These matters are self-explanatory and have been adequately disclosed in Note no. 2.07 of the financial statements. The Report is enclosed with the financial statements in this Annual Report.

20. COST AUDITOR:

In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required and a Cost Accountant conducts an audit of these records.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 25^th April, 2025 has re-appointed M/s. Manisha & Associates, Cost Accountants, Nagpur (FRN. 000321), as the Cost Auditors of the Company, to conduct the audit of the Cost Accounting records for the financial year 2025-26 on the remuneration of H1,75,000/- (Rupees One Lakh Seventy-Five Thousand Only) for Cost Audit and Rs 9,000/- (Rupees Nine Thousand Only) for XBRL documents preparation plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

As required under Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2025-26 for the ratification by the Members at the ensuing Annual General Meeting.

21. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with Section 204 of the Companies Act, 2013 read with the Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to submit along with its Boards Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 in Form MR-3 is attached as "Annexure- D" and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. In terms of the Regulation 24A of the Listing Regulations, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 25^th April, 2025 has recommended the appointment of M/s. R. A. Daga & Co., Company Secretaries, Nagpur (FCS No.: 5522 C. P. No.: 5073) at the ensuing Annual General Meeting to conduct the Secretarial Audit of the Company for the period of 5 years i.e. commencing from FY 2025-2026 till FY 2029-2030 at a remuneration to be recommended by the Audit Committee/Board of Directors and approved by the Shareholders of the Company.

22. REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds, committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in this Report.

23. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Boards Report is given in "Annexure- E" to this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunal which impact the going concern status and Companys operations in future.

25. DETAILS OF APPLICATION MADE OR ANY

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the Regulation 34(2)(f) of the Listing Regulations and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies(bymarketcapitalisation)arerequiredtoprepare and present a Business Responsibility and Sustainability Report (BRSR) to the stakeholders. This Report enable the shareholders to have an insight into environmental, social and governance initiative of the Company.

The BRSR requires listed entities to disclose their performance against the nine principles of the NGRBC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary. Your Company has reported entirely on essential indicators and to a certain extent on leadership indicators.

The BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by the Securities and Exchange Board of India, forms a part of this report.

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

As per the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has placed adequate mechanism to provide safe and congenial working environment to all the female employees.

The Company has constituted location wise Internal Complaints Committees (ICC) to redress the complaints of female workers. The ICCs are composed of internal Members and an external Member who has extensive experience in the field. During the year, no cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details as per Sub-rule (5) of Rule 8 of Companies (Accounts) Rules, 2014, are as under:

Sr. No.	Particulars
(a)	Number of complaints of sexual harassment received in the year	Nil
(b)	Number of complaints disposed off during the year	Nil
(c)	Number of cases pending for more than ninety days	Nil

28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. Adequate measures have been taken to ensure that all eligible female employees are granted maternity benefits as per the statutory requirements. The Company remains committed to providing a safe, inclusive, and supportive work environment for women, including during maternity and childcare periods.

29. (A) SHARE CAPITAL:

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

(B) NON - CONVERTIBLE DEBENTURES:

In the financial year 2023-24, as a part of Debt Refinancing, the Company had allotted 3,20,000 Unlisted, Secured, Redeemable, Non-Convertible Debentures (NCDs) having face value of H1,00,000/- each aggregating to Rs 3200,00,00,000/- (Rupees

Three Thousand and Two Hundred Crore only) (ISIN: INE854B07033) on private placement basis at a coupon rate of 17.50% p.a. for the tenure of 60 months from the date of allotment (DOA) in accordance with the Debenture Trust Deed (DTD) and the other Transaction Documents.

With implementation of the debt refinancing, the cash flow position of the Company, financial leverage levels and liquidity position have improved and have resulted in elimination of the financial stress. The Company has been doing prompt servicing of debt dues. Post Debt Refinancing (14^th December 2023 to 31^st March 2025) the Company has done total Debt Servicing of H1,194.71 Crores (Principal: H479.21 Crores and Scheduled & Additional Coupon (Interest): H715.50 Crores), which includes Cash Sweep (Excess Payment) amounting to H440.61 Crores.

The above has resulted in reduction of NCD Principal Outstanding by around 15%, NCD Principal outstanding as on 31^st March 2025 stands at H2,720.79 Crores.

Further, during the financial year 2023-24, the Company had also allotted 28,08,766 Unlisted, Unsecured, Redeemable, Non-Convertible Debentures by converting outstanding balance of Rs 28,08,76,600/- (Rupees Twenty-Eight Crore Eight Lakhs Seventy-Six Thousand Six Hundred only) in the Companys Books of Accounts in relation to Maa Usha Urja Private Limited (MUUPL), Related Party of the Company.

This NCDs were allotted for the tenure of 96 months from the date of allotment (i.e. from 10^th February, 2024) to be repaid on 9^th February, 2032, subject to Call Option exercised by the Company and Put Option exercised by MUUPL after redemption of Existing NCDs (having allotment dated 14^th December, 2023), on such terms and conditions as maybe agreed between the Company and MUUPL (ISIN: INE854B08023).

30. RECTIFICATIONS OF DETAILS OF PROMOTER & PROMOTER GROUP IN THE SHAREHOLDING PATTERN OF THE COMPANY:

During the year under review, the details of the promoters/ members of the promoter group in the shareholding pattern of the Company have been updated to include certain individuals and entities who qualify as members of the promoter group as per the definition in Regulation 2(1) (pp) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations").

In this regard, the Company and the concerned individuals and entities have separately filed voluntary settlement applications with the Securities and Exchange Board of India ("SEBI") in accordance with SEBI (Settlement Proceedings) Regulations, 2018, to address and resolve any inadvertent non-compliances.

Further, Shri Anand Jayaswal, Shri Avneesh Jayaswal and Shri Archit Jayaswal qualify as promoters of the Company with effect from 21^st March 2025, in accordance with Regulation 31A(6) of the Listing Regulations, pursuant to a gift of shares of the Company from their respective fathers who are promoters of the Company. As a result, the wives of Shri Anand Jayaswal and Shri Avneesh Jayaswal, namely Smt. Karishma Jayaswal and Smt. Hargunn Bedi Jayaswal respectively, also qualify as members of the promoter group with effect from 21^st March 2025, as per the definition in Regulation 2(1)(pp) of the SEBI (ICDR) Regulations. Accordingly, they have been disclosed as promoters/ members of the promoter group of the Company in the Shareholding pattern of the Company filed for the quarter ended 31^st March, 2025.

31. GENERAL:

Your Directors state that during the year: i. The Company has no deposits covered under Chapter V of the Companies Act, 2013. ii. There was no instance of one-time settlement with any Bank or Financial Institution. iii. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

32. ACKNOWLEDGEMENTS:

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Lenders, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Arvind Jayaswal

Place: Nagpur Chairman

Date: 18^th July, 2025

(DIN: 00249864)