JIK Industries Ltd Directors Report

During the year under review, the Company has reported a Loss before tax of Rs. 7.38 Lakhs as compared to loss of Rs. 11.68 Lakhs in previous year.

Your Company is focusing on general trading and Service activities and exploring new opportunities to venture into new businesses with a view to augment its revenues so as to combat the threat posed by the financial constraints faced by the Company.

Your Board regrets their inability to recommend any dividend for the financial year ended March 31, 2025.

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

The Company has not transferred any amount to the General Reserve or any other reserve during the financial year.

The Company does not have any Subsidiaries, Associates or Joint Venture Companies as on March 31, 2025.

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

During the financial year 2024-25, as per Rule 2(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has borrowed the following amount from its Director. The Director have declared to the Company that loans given to the Company were out of their own funds and not out of any borrowed funds:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. The details of the Material Related Party Transactions are furnished in Form AOC-2 and the same is attached as Annexure I and forms part of this report.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

k. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report is annexed as Annexure III.

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, draft of the Annual Return for the financial year ended 31st March, 2025 as referred in Section 92(3) in Form MGT- 7 on the below mentioned web-address: - www.jik.co.in

Details of loans and investment covered under section 186 of Companies Act, 2013, form part of the notes to the financial statement of the company in Note no. 2. The Company has not given any Guarantee pursuant to Section 186 of the Companies Act, 2013 during the year.

There are no material changes and commitments which could affect the Companys financial position between the end of the financial year of the Company and date of this report.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review, Ms. Sugandha Rane was appointed as an Additional Director with effect from July 13, 2024, At the 32^nd Annual General Meeting conducted on August 23, 2024 she was appointed an Non-Executive Independent Director by the Shareholders of the Company and Mrs. Kanchan Shinde (DIN: 10963723) was appointed as Additional Non-Executive Independent Director on the Board of the Company with effect from February 21, 2025 for a term of five years subject to the approval of shareholders. The Shareholders at their Extra-Ordinary General Meeting held on March 25, 2025, approved the appointment of Mrs. Kanchan Shinde for a term of five years with effect from February 21, 2025 in accordance with Section 149 of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013.

a. Ms. Sunita Shroff (DIN: 09820138) and Ms. Sugandha Rane (DIN: 07254968) resigned as an Independent Director of the Company with effect from closure of business hours of November 28, 2024 and November 25, 2024 respectively.

b. Mrs. Rajeshri D Patel (DIN: 00506097) resigned as an Independent Director of the Company with effect from the closure of business hours of March 13, 2025.

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c. Mr. Satischandra Chhagan Parmar (DIN: 10041501) resigned as a Non-Executive Director of the Company with effect from closure of business hours of May 14, 2025.

During the year under review, there was no change in Key Managerial Personnel of the Company.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra G Parikh (DIN: 00496747) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends the reappointment of Mr. Rajendra G Parikh (DIN: 00496747) as a Director of the Company.

The Independent Directors have submitted the declaration of Independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence.

The Board of Directors met 8 times during the financial year ended 31st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder which are as follows:

The Audit Committee of the Company was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the constitution of the Committee as on March 31, 2025, is as follows:

*During the year under review, Mrs. Rajeshri Patel resigned as an Independent Director from the Board of the Company and also ceased to be a member of the Audit Committee w.e.f. 13^th March 2025, close of business hours. In place of her, Mrs. Kanchan Shinde was appointed as a Member of the Committee w.e.f. 25^th March 2025.

The Members of the Audit Committee met 6 times during the financial year ended 31st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder which are as follows:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Nomination & Remuneration Committee of the Company was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and the constitution of the Committee as on March 31, 2025, was as follows.

*During the year under review, Mrs. Rajeshri Patel, Mrs. Sunita Shroff and Mrs. Sugandha Rane resigned as an Independent Director from the Board of the Company and also ceased to be a member of the Committee and hence the Committee was reconstituted and Mr. Surendra Gurav and Mrs. Kanchan Shinde were appointed as a Member in the Committee with effect from 28 November, 2024 and 21 February, 2025 respectively.

The Members of the Nomination & Remuneration Committee met 3times during the financial year ended 31st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder which are as follows:

The salient features of Nomination and Remuneration Committee has been annexed as "Annexure IV "The Nomination and Remuneration Policy is available on Companys Website and can be accessed in the link herein: www.iik.co.in.

The Stakeholders Relationship Committee of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and was as follows:

*During the year under review, Mrs. Rajeshri Patel resigned as an Independent Director from the Board of the Company and hence ceased to be a member of the Stakeholders Relationship Committee w.e.f 13^th March 2025. In place of her, Mrs. Kanchan Shinde was appointed as the as a Member of the Committee w.e.f. 25^th March 2025.

The Members of the Stakeholders Relationship Committee met twice during the financial year ended 31st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder which are as follows:

The Company has complied with the applicable Secretarial Standards in respect of all the above Board and Committee meetings.

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements.

The employees of the Company have the right/option to report their concern/grievance to the Chairperson of the Audit Committee.

The Policy can be accessed through the Companys Website at www.iik.co.in.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairperson of the Board. The exercise was carried out by feedback survey from each director covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

h. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31s^t MARCH 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2025 read with the explanatory notes therein are selfexplanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH, 2025:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s D Maurya & Associates, Peer reviewed Practicing Company Secretary had been appointed to issue Secretarial Audit Report for the financial year 2024-25.

The Secretarial Audit Report issued by Mr. Dhirendra Maurya, Practicing Company Secretaries, Proprietor of D Maurya & Associates in Form MR-3 for the financial year 2024-25 forms part of this report as Annexure V.

COMMENT OF SECRETARIAL AUDITOR:

The auditor has conducted the secretarial audit for the financial year 2024-25 and has provided his report thereon. The observations of the Auditor and the management response are as below:

Observation: The Company has not followed proper procedure of the Postal Ballot to alter the main objects clause of the Memorandum of Association for which resolution has been taken in the Annual General Meeting dated September 08, 2017. The Company has filed compounding application with the Registrar of Companies, Mumbai and the order of the ROC, Mumbai is still awaited.

Management Response: The Company had inadvertently violated the Act but had duly passed the Special Resolution at a Duly Convened General meeting. However, when it came to the Notice of the Company that the resolution had to be passed through Postal Ballot, the Company had immediately filed an application for Compounding.

Observation: The Company continued to be non-compliant towards payment of Annual Listing Fees to National Stock Exchange of India Ltd. (NSE) upto August 30, 2024 & Bombay Stock Exchange Ltd. (BSE) upto September 08, 2024.

Management Response: The Company was facing the cash crunch due to continued losses over the past years. However the Company cleared all the dues towards the Annual Listing Fees to NSE on August 31, 2024 and to BSE on September 09, 2024.

Observation: The Company continues to be suspended from trading w.e.f. August 12, 2022 on BSE and w.e.f. August 19, 2022 on NSE till it was delisted from BSE with effect from October 16, 2024 and from NSE with effect from October 17, 2024.

Management Response: The Company paid all the Listing Fees, Fines, etc. imposed by the Exchanges and had filed Revocation of suspension application with both the Stock Exchanges. However Bombay Stock Exchange Ltd. (BSE) has passed an order for compulsory delisting of equity shares of the Company and accordingly the equity shares of the Company were delisted from the BSE with effect from October 16, 2024. Following this, the National Stock Exchange of India Ltd. (NSE) has issued an order for the compulsory delisting of the Companys equity shares, effective from October 17, 2024, pursuant to Regulation 21(2)(b) of Securities Contract (Regulations) Rules, 1957.

The Company has filed an appeal against these delisting orders with the Securities Appellate Tribunal (SAT).

c. STATUTORY AUDITORS:

M/s. H.G Sarvaiya & Co., Chartered Accountants, the Statutory Auditors of the Company have been re-appointed for a term of 5 years with effect from the date of the Annual General meeting held for the financial year 2021-22 till the Annual General Meeting to be held for the financial year 20262027 and they continue to be the Statutory Auditors of the Company.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. H.G. Sarvaiya & Co., Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

d. SECRETARIAL AUDITOR:

The Company had appointed M/s D Maurya & Associates (Peer Review Certificate No. 2544/2022) as the Secretarial Auditor of the Company, for the financial year 2024-25. For this purpose, M/s D Maurya & Associates has submitted their Audit Report for the financial year 2024-25.

e INTERNAL AUDITOR:

The Company had appointed M/s Motilal Jain & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial year 2024-25.

f. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

g. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

h. CORPORATE GOVERNANCE:

Further, Mr. Rajendra G. Parikh had waived the balance amount to receive as remuneration from the Company due to the financial condition of the Company.

Other disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts)

Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

Bombay Stock Exchange Ltd. (BSE) has issued the Delisting Order dated October 16, 2024 delisting the Securities of the Company with effect from October 16, 2024 and National Stock Exchange of India Ltd. (NSE) has issued the Delisting Order dated October 16, 2024 delisting the securities of the Company with effect from October 17, 2024. The Company has filed an appeal against these Delisting Orders with Honble Securities Appellant Tribunal (SAT). The members may also note that the Company has paid all the listing fees of both the Exchanges and also paid all the fines, etc. as imposed by the Exchanges and hence no dues are pending with both the Stock Exchanges.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2025, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit/loss of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts of the Company have been prepared on a going concern basis

v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no complaints received during the year under review.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has issued equity shares with differential voting rights but the same have not been issued during the financial year hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares under any schemes pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. Hence, the disclosure in this regard is not applicable.

h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

• A Statement showing the details of every employee of the Company who was in receipt of remuneration in excess of Rs. 1.02 Crores, if employed throughout the year - N.A.

• Percentage increase in remuneration of each director, KMP, and of % increase in median of remuneration of employees - Nil

The Annual Report and Accounts are being sent to the Members, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

i. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

j. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of one-time settlement with any Bank or Financial Institution.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, institutions and Central and State Governments for their consistent support and encouragement to the Company

For and on behalf of the Board JIK Industries Limited,

Sd/-

Rajendra Gulabrai Parikh Executive Chairman & CEO

DIN: 00496747

Date: 03/09/2025

Place: Thane