Jolly Plastic Industries Ltd Directors Report

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 the Company has appointed M/S CS Divya Rani, Practising Company Secretary (COP No. 26426) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C” in the Form MR-3.

GAM S & Associates LLP (FRN ON500094] was the statutory auditor of the company for the FY 2024-2025.

The Independent Auditor Report is annexed herewith.

All the applicable Secretarial Standard was compiled by company during the year 2024-25. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during the year 2024-25.

The Company has less than ten employees and hence, the provisions relating to the constitution of an Internal Complaints Committee under the POSH Act are not applicable to the Company.

However, the Company remains committed to providing a safe and respectful working environment for all employees, and appropriate measures are in place to address any concerns should they arise.

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. During the financial year 2024-25, there were no employees who availed maternity leave under the said Act.

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September,2015, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Paid-up equity capital as on the last day of previous financial year i.e., on 31^st March 2025 was 6,67,64,000.00/- and Net Worth was 6,87,44,283/-.

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply in our Company.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company.

The Company has not paid the Annual Listing Fees for the year 2024-25 so far to BSE where the Companys Shares are listed.

Your directors place on records their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support The Directors look forward to a bright future with confidence.

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual result.

length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: - None

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date [s] of approval by the Board

(g) Amount paid as advances, if any:

[hj Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arms length basis: - Details are given in note number 21 attached with financial Statements.

(a) Name(s] of the related party and nature of relationship [bj Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(ej Datefs] of approval by the Board, if any:

(f] Amount paid as advances, if any:

The operations involve low energy consumption. Wherever possible, energy conservation measures have been implemented. Efforts to conserve and optimize the use of energy are a continuous process.

1. Specific areas in which R & D carried out are as follows:

a] Review of the existing courses and evaluation of feasibility of the new courses to be launched and estimating the costing thereof.

b} Providing technical support on existing products.

2. Benefits derived as a result of the above R & D

As a result, the organization is being able to implement current courses.

3. Expenditure on R & D: NIL

There were no foreign exchange earnings as well as outgo of the Company during the year under report ACKNOWLEDGMENT

Your directors would like to express their grateful appreciation for assistance and Co-operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your directors, also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

To,

The Members,

1 have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jolly Plastic INDS Limited (hereinafter called "the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the Management, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on March 31,2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Company for the financial year ended on March 31, 2025 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made there under;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2015; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and (Not applicable to the Company during the audit period).

(i) Other laws applicable specifically to the Company for the audit period.

1 also have examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review Ire carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda Ire sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings are taken unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

To,

The Members,

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. 1 have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, 1 have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

To,

The Members,

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of JOLLY PLASTIC INDUSTRIES LIMITED having CIN: L70100GJ1981PLC004932 and having registered office at 426,4th floor, Patel Avenue, Nr. Gurudwara, S.G Road, Bodakdev, Ahmedabad, Gujarat, 380054 (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is specifically being issued in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

The company is engaged in trading in shares, financial services and investment activities where the outlook of the business seems to be encouraging over and above, we have been diversified into different businesses ranging from third party product distributions (lowest balance sheet risk) to originating unsecured personal loans, corporate loans (highest balance sheet risk). We believe that we are well placed to leverage on the growth opportunities in the economy.

• Increase in Income levels will aid greater penetration of financial products.

• Positive regulatory reforms.

• Increase in corporate growth & risk appetite.

• Greater efficiency in debt market operations which will also help greater penetration.

• Increased securitization.

• Focus on selling new product/services.

• Inflation could trigger increase in consumer price inflation, which would dampen growth.

• Increased competition in both local & overseas markets.

• Unfavorable economic development.

• Market risk arising from changes in the value of financial instruments as a result of changes in market variables like interest rate and exchange rates.

The company has only one segment line of business. Hence, this head does apply to our company.

Management of risk to the business is continuous challenge for any organization growing in size and enhancing its purpose. The traditional risk factors like client risks, industry segment risks and economic risk are well understood and the means to handle them are also fairly established.

The company ensures existence of adequate internal control through policy and procedures to be followed by the executives at various levels in the company. The operating managers ensure compliance within their areas. The Company has internal Audit system to carry out extensive checking and test and report noncompliance/ weakness, if any through internal Audit Reports on the respective areas. These reports along with reports on compliance made thereafter are reviewed by the Audit Committee of the Board.

Management relation with the employees remains cordial. The Companys Human Resources philosophy is to establish and build a strong performance and competency drive culture with greater senses of accountability and responsibility. The industrial relations scenario remained peaceful and harmonious.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (1ND AS) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 ("the 2013 Act”) and the relevant provisions of the 2013 Act, as applicable. The financial statements have been prepared on going concern basis under the historical cost convention on accrual basis. The Company has follows to continue with the period of 1st day of April to 31st day of March, each year as its financial year for the purpose of preparation of financial statements under the provisions of Section 2(41) of the Companies Act, 2013.

Statements in the Management Discussion and Analysis describing the Companys objectives, expectations, predictions and assumptions may be "FORWARD LOOKING” within the meaning of applicable Laws and Regulations. Actual results may differ materially from those expressed herein, important factors that could influence the Companys operations include domestic economic Conditions affecting demand, supply, price conditions, and change in Governments regulations, tax regimes, other statutes and other factors such as industrial relations.