<dhhead>MANAGEMENT
DISCUSSION AND ANALYSIS REPORT</dhhead>
World
Economic Conditions
The
baseline forecast is for the world economy to Lower inflation and monetary easing offer
relief, but trade tensions, high debt burdens, and geopolitical risks cloud the outlook
Despite falling inflation,improving labour market conditions, and monetary easing, global
growth is projected to remain below the pace seen before the pandemic, and the world
economy continues to face significant uncertainties. This continues to gravely impact
progress towards the Sustainable Development Goals (SDGs), especially for many developing
countries that are still suffering from the accumulated impacts of successive crises.
However,
the global economy appears to be settling at a low growth rate that will be insufficient
to foster sustained economic development. Emerging market and developing economies are set
to enter the second quarter of the 21st century with per capita incomes on a trajectory
that implies feeble catch-up toward those of advanced economies. Most low-income countries
are not on course to graduate to middle-income status by 2050. Policy action at the global
and national levels is needed to foster a more favorable external environment, enhance
macroeconomic stability, reduce structural constraints, address the effects of climate
change, and thus accelerate long-term growth and development.
Risks
to the global outlook are now broadly balanced. On the downside, new price spikes stemming
from geopolitical tensions, including those from the war in Ukraine and the conflict in
Gaza and Israel, could, along with persistent core inflation where labour markets are
still tight, raise interest rate expectations and reduce asset prices. A divergence in
disinflation speeds among major economies could also cause currency movements that put
financial sectors under pressure.
A
greater-than-expected rise in the labour force amid robust employment growth supported
activity and disinflation in advanced economies and several large emerging market and
Middle-income
economies.
World
Trade Outlook: Stable, in Line with Output
Global
Growth: Divergent and Uncertain
Global
growth is projected at 3.3 percent both in 2025 and 2026, broadly unchanged from the
October 2024 World Economic Outlook (WEO) forecast with an upward revision in the United
States offsetting downward revisions elsewhere. The near-term outlook is characterized by
divergent paths, while medium-term risks to growth are tilted to the downside. Renewed
inflationary pressures could interrupt the monetary policy pivot, with implications for
fiscal sustainability and financial stability. The policy mix should balance trade-offs
and rebuild buffers.
Risks
to the Outlook: Broadly Balanced:
There
is scope for further favourable surprises, but numerous adverse risks pull the
distribution of outcomes in the opposite direction. Prominent risks and uncertainties
surrounding the outlook
Downside
Risks Dominate
Trade
Policy Uncertainty and Protectionism:
Heightened trade policy uncertainty and
protectionist measures could hinder both short-term and long-term growth prospects.
Geopolitical
Instability:
Escalating geopolitical tensions and conflicts,
including state-based armed con flict, are major concerns.
Inflation:
While inflation is expected to ease, it remains a
concern, especially in emerging economies.
Debt
and Fiscal Fragility:
Many countries, particularly developing ones, face
high debt levels and reduced official development aid, leading to potential debt
distress.
Climate
Change:
More extreme weather events are a significant risk,
impacting economies and infrastructure.
Cybersecurity
Risks:
Cyberattacks and IT outages could disrupt global
markets and economies.
Impact
of AI:
While AI offers potential for economic growth, it
also introduces risks to financial and social stability.
Economic
Volatility:
Increased economic volatility, including
fluctuations in commodity prices, is a concern.
Supply
Chain Disruptions:
Trade tensions and other factors could disrupt
global supply chains.
Recessionary
Risks:
Some forecasts suggest a significant probability of
the US and global economies entering a recession by the end of 2025.
Indian
Economic Conditions
Besides,
the apparent slowdown in fiscal 2024 to 2025 has partly been a consequence of
election-driven uncertainty (with both India and the United States going to the polls),
disruptions driven by more-than-anticipated rainfall till the third quarter, and
volatility in global trade networks in the last two quarters. Not to mention, the growth
over the year is being compared against a significantly elevated economic base driven by
revised figures for the past year. This optimism is carried forward, as we see a good jump
in high-frequency indicators such as goods and services tax, auto sales, and sales of
fast-moving consumer goods in recent months.
Two
opposing forces are set to define Indias economic trajectory in fiscal 2025 to 2026:
The potential positive impact of tax incentives: The Union Budgets tax stimulus
could raise GDP at least by 0.6% to 0.7% this fiscalBesides, lower in flation, range-bound
global oil prices, lower borrowing rates, and more liquidity (due to the easier monetary
policy), and a more certain global environment by the end of the year will help
boost sentiment.
The
potential negative impact of uncertainty in global trade networks:
India faces an ad valorem baseline tariff rate of
10% on its goods exports to the
United States.
Considering
the net impact of these two factors on growth (discussed at length in this edition),
Deloitte remains cautiously optimistic about growth in the current fiscal (with likely
growth between 6.3% and 6.5%), and forecasts growth between 6.5% and 6.7% in the next
(2025 to 2026).
Packaging
and FIBC Industrial Trend
The
FIBC market is anticipated to be valued at USD 7.4 billion in 2025, and USD 11.5 billion
by 2035. Sales are predicted to expand at a 4.5% CAGR from 2025 to 2035. The revenue
generated by FIBCs in 2024 was USD 7.2 billion.
Major
applications of FIBCs are in the agriculture industry compared to others in the end-use
segment in the forecast period, capturing more than 26% of the market share. FIBCs are
used widely in agriculture because they are efficient in storing and transporting large
volumes of bulk materials such as grains, seeds, and fertilizers. Their flexibility,
cost-effectiveness, and ease of handling make them ideal for this industry, reducing
packaging costs, improving logistics, and ensuring safe, secure transportation over long
distances.
As
Indias exports continue to grow, especially in the areas of food processing,
pharmaceuticals, and chemicals, custom bulk packaging solutions are becoming increasingly
important for Indian manufacturers. According to the India Brand Equity Foundation, the
value of Indian pharmaceutical exports from India increased from USD 19.1 billion in 2019
to USD 25.4 Billion in 2023. This rising export trend is expected to have created a
bolstered demand for bulk FIBC across the market.
Governments
are encouraging the use of recyclable materials for packaging in India, which is something
that FIBCs can help with. There is an increasing demand for customized storage and
transportation solutions for various industries, and the lack of skilled labor means that
more and more FIBCs are being used due to their ease of handling and cost-effectiveness.
According
to the President of the Indian Flexible Intermediate Bulk Container Association (IFIBCA),
since the inception of FIBCA, the country produced around 10,000 tons of FIBCs per year.
At present, it produces 400,000 tons per year. India is one of the largest exporters of
FIBCs in the world, including Europe, and the United States is one of the largest
importers. The growth in production is expected to increase between 2024 and 2029 with the
rising demand across the globalmarket.
Risks
and concerns.
Operating
margin remains susceptible to fluctuations in the prices of key input i.e. polymer, which
move in tandem with crude oil prices. Also, we are subjected to foreign currency exchange
rate fluctuations which could have impact on results of operations. However, this is
hedged passing the increase and decrease in the polymer price to Customers.
The
FIBC industry is fragmented because of low entry barrier as capital and technology
requirements are limited, gestation period is small, and raw materials are easily
available. This restricts substantial scale up in operations and exerts pricing pressure.
Also, this industry being highly labour intensive the retention of workers has been high
priority for the Company. Attrition of workers may affect the production in inducting and
training of new appointees. Several other global as well as Indian economic and political
factors that are beyond our control may affect the business of the Company.
Segment
Wise Performance:
Your
Company is into the manufacturing of Flexible Intermediate Bulk Bags (FIBC bags) generally
used for industrial purposes and also a Del Credere Associate cum Consignment
Stockist (DCA/ CS) of Indian Oil Corporation Limited (IOCL) for polymer trading for a
decade now. The following table gives an overview of the financial results of the Company.
Particulars |
Results
2025 |
Results
2024 |
Growth
% |
Sales
and other income |
12,672.49 |
10,542.50 |
20.20% |
Profit
before interest, Depreciation, |
1024.19 |
800.28 |
21.86% |
taxes
& exceptional items |
|
|
|
Profit
before tax & exceptionalitems |
496.34 |
316.46 |
36.24% |
Profit/
(Loss) before tax |
496.34 |
137.75 |
|
Profit/
(Loss) after tax |
323.71 |
118.88 |
172.3% |
The
revenue of the Company for the financial year 2024-25 has by 20.20% compared to the
previous year ended 2023-24.
The
profit before tax & exceptional items has increased by 36.24% due to increase in
operational efficiency and reduction in wastage on the material cost and increase in after
tax of 172.3%.
In
the upcoming financial year 2025-26 your company will be looking to strengthen its
overseas customer base around the globe and look to replicate its growth though main
challenges like recession and global economy continues to be bigger challenges.
Your
Company is working on various cost cutting measures and also reaching out to other
stakeholders including its customers to deal with challenges together.
Your
company is a Del Credere Associate cum Consignment Stockist (DCA/ CS) of Indian Oil
Corporation Limited for Tamil Nadu, Pondicherry and Kerala since 2009. We are able to
achieve constant level of sales throughout the year
The
Financial and Operational performance of the Company are on growing trend and details of
the same are mentioned in the Financial Statements as well as Board report.
Internal
Control System
Your
Company has an efficient inbuilt system to monitor the compliance of standards at each
stage of the production process. The system enables the management to quickly identify any
deviations from the required standards and to take appropriate action for correction. The
compliance to the standards is also reviewed by the management at the monthly meetings.
The
above system is further audited by the internal auditor appointed by the Board of
Directors who gives quarterly reports to the Audit Committee on the level of compliance.
The
deviations if any are also reported further to which the committee recommends necessary
course of action.
The
system helps the company to identify the risks at an early stage so that required action
is taken for control.
Material
developments in Human Resources / Industrial Relations front, including number of people
employed.
The
company believes that its human resources are one of the most crucial assets and critical
enablers of the Groups growth. To that extent, the Group engages with its employees
to hone their skill sets and equip them with knowledge and know-how. It is also deeply
invested in establishing its brand name to attract and retain the best talent in the
market. During the period under review, employee relations continued to be healthy,
cordial and harmonious at all levels, and the Group aims to maintain such relations with
the employees going forward as well. As of 31st March, 2025 the Company has 235 permanent
employees.
Risks
and Concerns
The
Company has in place a Risk Management Policy duly approved by the board which is
periodically reviewed by the management. The main objective of the companys risk
management policy is to ensure theeffective identification and reporting of risk
exposures, involvement of all departments and employees in risk management, to ensure
continuous growth of business and protect all the stakeholders of the Company.
Key
Financial Ratios
In
accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018)
(Amendment)
Regulations, 2018, the Company is required to give details of significant changes (change
of 25% or more as compared to the immediately previous financial year) in key sector
specific financial ratios.
Key
financial ratio as per the above mentioned regulation
Financial
ratio |
FY
2024-25 |
FY
2023-24 |
Net
profit ratio |
2.55% |
1.13% |
Trade
payables turnover ratio |
8.72 |
6.94 |
Inventory
turnover ratio |
3.36 |
2.42 |
Return
on Equity Ratio |
9.13% |
3.58% |
Debt
Service Coverage Ratio |
2.42 |
1.51 |
The
decrease in above ratio is due to writing off Insurance claims last year to the extent of
Rs.178 lakhs
Future
Outlook:
Your
Company decided to automate few processes of production during the year in order to tackle
the deficiency in available workers. This automation was done not to reduce the number of
workers but to improve the production capacity, quality of bags that were produced and it
also helped in the reduction of production cycle time.
The
Company ensures getting new models and designs of its product with the best and unbeatable
quality at reasonable prices to cater to the requirements and preferences of its
customers. The Company continued its focus on marketing activities by participating in
many new markets. Your company has introspected with its customer base and greatly
recognizes the need for innovations and new product developments to drive growth and
better margins. There is ample scope and opportunity for companies having business in
these sectors not to mention the potential of your company and its large presence in these
sectors for many years.
Substitutions
of Traditional packaging and retail chains are the most important drivers for the market
growth. The real opportunity lies in developing nations or emerging economies. The company
being a fully integrated end-to-end packaging materials solution company, the window of
opportunity is promisingly big. Innovation to create value added differentiation; ability
to execute any quantum of order; ensuring an enviable speed to market reach puts the
company in a good stead to double up its top-line in the coming years.
Cautionary
Statement:
Statements
contain in this report describing the Companys objectives, expectations or
predictions may be forward looking within the meaning of applicable laws and regulations.
The
actual results may differ materially from those expressed in this statement because of
many factors like economic condition, availability of labour, price conditions, domestic
and international market, etc.
|
For
and on behalf of the Board |
|
RENUKA
MOHAN RAO |
|
S/D |
Place:
Chennai |
Chairman |
Date
: 31.07.2025 |
DIN:
07542045 |
ANNEXURE
- II
INFORMATION
UNDER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (MANAGEMENT
AND ADMINISTRATION) RULES, 2014
A.
CONSERVATION OF ENERGY
Company
continues to put all the efforts in conserving and optimizing the use of energy. The
effort has benefited in savings to the Company and in protecting the environment around
its units. The followings measures are in place to optimize the energy consumption.
1.
Use
of energy efficient LED lights.
2.
Re-use
of treated water.
3.
Rain
water harvesting.
4.
Optimization
of the operations etc
All
efforts made to conserve and optimize use of energy are continuously monitored and
maintained to ensure maximum energy savings.
The
Company is making an effort to install Solar project
The
Total energy consumption per unit of production is as follows:-
S.No
Particulars |
2024-25 |
2023-24 |
A
Power and Fuel Consumption |
|
|
1
Electricity (includes from TNEB, |
|
|
Wind
and Coal) |
|
|
(a)
Purchased |
|
|
Unit |
53,65,750 |
49,62,955 |
Total
amount |
4,54,10,717 |
4,17,5,765 |
Rate/unit |
8.46 |
8.41 |
(d)
Through diesel generator |
|
|
Unit |
87,870 |
49,148 |
Unit
per liter of Diesel oil |
2.87 |
2.81 |
Cost/unit |
30.69 |
29.46 |
30,670 |
17,466 |
B.
RESEARCH AND DEVELOPMENT (R&D)
(Rupees in lakhs)
S.No
Particulars |
2024-25 |
2023-24 |
A
Expenditure on R & D: |
|
|
B
Capital Expenditure |
- |
- |
C
Revenue |
23.20 |
18.14 |
Total |
23.20 |
18.14 |
D
Total R&D expenditure as a per- |
0.183% |
0.185% |
centage
of total turnover |
|
|
Expenditures
in Foreign Currency
(Rupees in lakhs)
Expenditures
in Foreign Currency |
2024-25 |
2023-24 |
i)
CIF value of Imports |
2573.45 |
2207.56 |
ii)
Travel |
20.76 |
21.44 |
iii)
Commission for export sales |
- |
- |
iv)
Others (Testing Charges) |
1.65 |
6.64 |
Foreign
Exchange Earnings |
|
|
Earnings
in Foreign Currency |
2024-25 |
2023-24 |
FOB
Value of Exports INR Lacs |
3851.78 |
2438.32 |
FOB
Value of Exports USD |
49,28,549 |
29,78,888 |
|
For
and on behalf of the Board |
|
RENUKA
MOHAN RAO |
|
S/D |
Place:
Chennai |
Chairman |
Date
: 31.07.2025 |
DIN:
07542045 |
Annexure
III Secretarial Audit Report
(For
the financial year ended on 31st March 2025)
[Pursuant
to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
To,
The
Members,
Jumbo
Bag Limited
S.K.
Enclave, New No. 4 (Old Number 47), Nowroji Road, Chetpet Chennai - 600031
We
have conducted the Secretarial Audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by Jumbo Bag Limited having its registered
office at S.K. Enclave, New No. 4 (Old Number 47), Nowroji Road, Chetpet, Chennai -
600031
having CIN: L36991TN1990PLC019944 (hereinafter called the Company) during the
financial year from 01st April, 2024 to 31st March 2025 (the year/audit period/period
under review). We have conducted the Secretarial Audit in a manner that provided us a
reasonable basis for evaluating the Companys corporate conducts/statutory
compliances and expressing our opinion thereon.
We
are issuing this report based on our verification of the Companys books, papers,
minutes books, forms and returns filed and other records maintained by the Company and
also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, the explanations and
clarification given to us and the representations made by the Management. We hereby report
that in our opinion, the Company has during the audit period covering the financial year
ended on 31st March 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: The
members are requested to read this report along with our letter of even date which is
annexed to this report as an Annexure I and forms an integral part of this report.
1.
Compliance with specific statutory provisions:
1.1
We have examined the books, papers, minute books, forms and returns filed and other
records made available to us and maintained by the Company for the financial year ended on
31st March 2025 according to the applicable provisions of: (i) The Companies Act, 2013 (the
Act) and the rules made there under;
(ii)
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made
thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder; (iv) The 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; (v) 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 (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI LODR); b. The Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (SEBI
ICDR); c. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (SEBI SAST); d. The Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; e. The
Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 to the extent of Listed Entity engaging the RTA; g. The
Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to Securities Market) Regulations, 2003 (vi) The following are
generally applicable law to the Company based on the nature of its business: 1) The
Tamil Nadu Lifts Act, 1997 2) The Electricity Act, 2003 3) Tamil Nadu Tax on Consumption
or Sale of Electricity Act, 2003
4)
The
Legal Metrology Act 2009, Tamil Nadu Legal Metrology Enforcement Rules, 2011
5)
Food
Safety and Standards Rules, 2011 and Food Safety and Standards (Licensing and Registration
of Food Businesses) Regulations, 2011
6)
Tamil
Nadu Fire Service Act, 1985 and Tamil Nadu Fire Service Rules, 1990
7)
The
Motor Vehicles Act, 1988
8)
The
Environmental Protection Act and Rules, 1986
9)
The Air (Prevention and Control of Pollution) Act, 1981 10) The Water (Prevention and
Control of Pollution) Act, 1974
11)
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016 12) The
Plastic Waste Management Rules, 2016 13) The Solid Waste Management Rules 2016 14) E-waste
Management Rules, 2022 15) Battery Waste Management Rules, 2022 16) The Tamil Nadu
Groundwater (Development and Management) Act, 2003 17) ISO Standards (vii) We have also
examined compliance with the applicable clauses of the following:
Secretarial
Standards (SS-1) on Meetings of the Board of Directors and Secretarial
Standards (SS-2) on General Meetings issued by the Institute of Company
Secretaries of India (ICSI);
The
Listing Agreements entered into by the Company with the Stock Exchanges, where the
Securities of the Company are listed and the uniform listing agreement with the said stock
exchange. 1.2 In relation to the period under review, the Company has, to the best of our
knowledge and belief and based on the records, information, explanations and representations
furnished to us, complied with the laws mentioned in clause (i) to (v) of paragraph
1.1. Further the Company in general has complied with the laws specifically
applicable to the Company mentioned in sub-paragraph (vi) of paragraph 1.1.
1.3
We are informed that, during/in respect of the year no events have occurred which
required the Company to comply with the following laws/rules/regulations and
consequently was not required to maintain any books, papers, minutes books, or
other records or file any forms/returns under: a. The Securities and Exchange Board of
India (Delisting of Equity Shares) Regulation, 2021; c. The Securities and Exchange Board
of India (Buyback of Securities) Regulation,
2018;
d. The Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018
and circulars/guidelines issued thereunder; e. The Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021; f. The Securities and
Exchange of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. g.
The Securities and Exchange Board of India (Investor Protection and Education Fund)
Regulations, 2009
1.
4 During the period under review the Company has complied with the provi sions of the Act,
Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following
observations:
2.
Board
Processes
We
further report that:-
1.
The
Board of Directors of the Company is duly constituted with a proper balance of Directors
including Executive Directors, Non-Executive Directors, Independent Directors, Women
Director in accordance with the provisions of the Act.
2.
The
changes in the composition of the Board of Directors that took place during the audit
period were carried out in compliance with the provisions of the Act.
3.
Adequate
notice is given to all directors to schedule the Board Meetings at least seven days in
advance except where the meeting is called at a shorter notice and the agenda and detailed
notes on agenda were also circulated to the Board members prior to the meetings.
4.
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.
5.
All
decisions at the Board Meetings were out carried unanimously as recorded in the minutes of
the Meetings of the Board of Directors.
3.
Compliance Mechanism:
We
further report that a) As represented by the Company and relied upon by us, there are
adequate systems and processes in the Company commensurate with its size and operations of
the Company to monitor and ensure compliance with all applicable laws, rules, regulations,
and guidelines including labour laws, competition law, environmental laws, and other laws
as may be specifically applicable to the
Company.
b) The compliance by the Company of applicable financial laws such as Direct and Indirect
Tax laws and maintenance of financial records and books of accounts have not been reviewed
in this audit since the same have been subject to review by the statutory financial
auditors, tax auditors and other designated professionals.
4.
Specific Events/Actions:
We
further report that during the audit period, the following specific events/actions having
pursuance of the above-referred laws, rules, amajorbearingontheCompanys affairs
regulations, guidelines, standards, etc. took place: i) The Board of Directors, at its
meeting held on 29th April 2024, approved the appointment of Mr. G.A. Darshan as the Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company, with effect
from the same date. ii) Mr. G.S. Anil Kumar (DIN:00080712), Managing Director and CFO of
the Company, resigned from the position of CFO with effect from 29th April 2024. He
continued to serve as the Managing Director. iii) The shareholders of the Company, at the
34th Annual General Meeting (AGM) held on 24th July 2024, approved the following matters
by way of Special Resolutions: a) Re-appointment of Mr. G.S. Anil Kumar as the Managing
Director of the Company for a term of five years, commencing from 1st April 2025 to 31st
March 2030. b) Re-appointment of Mr. Rajendra Kumar Prasan as an Independent Director of
the Company for a second term of five years, with effect from 1st May 2024. iv) M/s.
Venkatesh & Co., Chartered Accountants (ICAI Firm Registration No.: 004636S), tendered
their resignation as Statutory Auditors of the Company with effect from 21st December
2024. v) The shareholders of the Company, at the Extra-Ordinary General Meeting (EGM) held
on 22nd January 2025, approved and ratified
&
Associates, Chartered Accountants (ICAI Firm Registration No.: 011688S), as the Statutory
Auditors of the Company to fill the casual vacancy arising from the resignation of the
previous auditors. vi) Mrs. Bharathi J, Company Secretary and Compliance Officer(KMP),
from her position with effect from the close of business hours on 25th January
2025.
vii) Mr. G.S. Rajasekar (DIN: 00086002), Non-Executive Director of the Company, resigned
from the Board with effect from the close of business hours on 24th
March
2025. viii) The Board of Directors, at its meeting held on 25th March 2025, approved the
following matters: a) Issuance of up to 6,00,000 (Six Lakhs) convertible equity warrants,
each convertible into one fully paid-up equity share of the Company having a face value of
10/- (Rupees Ten only) at a price of 61/- per warrant
(including
warrant subscription and exercise price), aggregating up to
3,66,00,000/- (Rupees Three Crores Sixty-Six Lakhs
only), on a preferential basis to promoters and identified non-promoter persons/entities,
to be exercised within a maximum period of 18 months. b) Appointment of Mr. G.S. Srinivas
(DIN:01922225) as an Additional Non-Executive Director of the Company witheffectfrom 25th
March
2025.
c) Appointment of Mr. Sunil Kumar Alluri (ICSI Membership No.: A69903) as the Company
SecretaryandComplianceOfficer of the Company with effect from 25th March 2025.
We
further report that the following material event have occurred during the period after the
end of the financial year and before the signing of this report.
(i)
The shareholders of the Company, at the Extra-Ordinary General Meeting (EGM) held on 24th
April 2025, approved the issuance of 6,00,000 (Six Lakhs) fully convertible equity
warrants on a preferential basis to the promoter/promoter group and certain identified
non-promoter entities of the Company.
Place |
:
Chennai |
For
Lakshmmi Subramanian & Associates |
Date |
:
31.07.2025 |
Practicing
Company Secretaries |
|
|
S/D |
|
|
S.
Vasudevan |
|
|
Partner |
|
|
FCS
No. : 9495 |
|
|
CP
No. : 27636 |
|
|
Peer
Review Certificate No. 6608/2025 |
|
|
UDIN
: F009495G000905192 |
Annexure
A
(To
the Secretarial Audit Report of Jumbo Bag Limited for the financial year ended 31st March
2025)
To,
The Members,
Jumbo
Bag Limited
S.K.
Enclave, New No. 4 (Old Number 47), Nowroji Road, Chetpet Chennai - 600031
Our
Secretarial Audit Report (Form No. MR-3) of even date for the financial year ended 31st
March,
2025 is to be read along with this Annexure.
1.
Maintenance
of secretarial records and ensuring compliance with all the applicable laws is the
responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2.
We
have followed the audit practices and processes 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. We believe that the processes and practices, we have followed provide a
reasonable basis for our opinion.
3.
We
have not verified the correctness and records and Books of Accounts of the Company as they
are subject to audit by the Auditors of the Company appointed under Section 139 and 148 of
the Act.
4.
Wherever
required, we have obtained the Management representation about the financial information,
compliance of laws, rules and regulations and happening of certain events, etc.
5.
The
compliance of the provisions of other applicable laws, rules, regulations, standards
specifically applicable to the Company is the responsibility of the management. Our
examination was limited to the verification of system implemented by the Company on a test
basis.
6.
The
Secretarial Audit Report is neither an assurance as to the future viability of the Company
nor of the efficacyor effectiveness conducted the affairs of the Company.
Place |
:
Chennai |
For
Lakshmmi Subramanian & Associates |
Date |
:
31.07.2025 |
Practicing
Company Secretaries |
|
|
S/D |
|
|
S.
Vasudevan |
|
|
Partner |
|
|
FCS
No. : 9495 |
|
|
CP
No. : 27636 |
|
|
Peer
Review Certificate No. 6608/2025 |
|
|
UDIN
: F009495G000905192 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund & Specialized Investment Fund Distributor), PFRDA Reg. No. PoP 20092018

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.