Jumbo Bag Ltd Directors Report

To the Members,

Your Directors present their 36th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2026.

FINANCIAL RESULTS:

(Rupees in Lakhs)

PARTICULARS	2025-26	2024-25
SALES AND OTHER INCOME	11,820.02	12,672.49
PROFIT BEFORE INTEREST, DEPRECIATION, TAXES & EXCEPTIONAL ITEMS	1,681.79	1,024.19
INTEREST	291.15	340.42
DEPRECIATION	261.38	228.58
EXCEPTIONAL ITEMS	150	—
PROFIT/ (LOSS) BEFORE TAX	1,129.26	496.34
TAX EXPENSES	279.05	172.62
PROFIT/ (LOSS) AFTER TAX	850.21	323.71
PROFIT AVAILABLE FOR APPROPRIATION	850.21	323.71

OPERATIONS AND FINANCIAL PERFORMANCE:

The revenue of the Company for the FY 2025-26 is Rs. 11,820.02/- lakhs decreasing by (6.73%) over the previous year revenue of Rs.12,672.49/- The PBT for the FY 2025-26 is Rs.1,129.26/- against Rs.496.34/- for FY 2024-25. The PAT of the Company for FY 2025-26 is Rs.850.21/- lakhs, increased by 162.65% over the previous year PAT of Rs. 323.71/- lakhs in FY 2024-25. The detail overview of the Company performance in the financial year 2025-26 is given in Annexure-I to the Directors Report - Management Discussion and Analysis Report.

The Companys trading division, engaged in the sale of polymer raw materials, recorded improved performance during FY 2025-26. Revenue from the trading division increased to ?528.73 lakhs during the year, representing a growth of 4.42% as compared to ?506.37 lakhs in FY 2024-25. The growth reflects sustained demand and the Companys continued focus on strengthening its trading operations.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with section 152 of the Companies Act, 2013 Shri G.S. Srinivas (DIN:01922225) will retire by rotation at this ensuing Annual General Meeting. He being eligible, offers himself for re-appointment. The subject forms part of the ordinary business in the Notice of the 36th Annual General Meeting.

DIVIDEND:

The Dividend Distribution Policy of the Company has been duly uploaded on the website of the Company at https://www.jumbobaglimited.com/policies-and-code/.

Your Directors have recommended a final dividend for the year 2025-26 @ 7.50% i.e. 0.75 per Equity Share. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

UNPAID / UNCLAIMED DIVIDEND:

In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made thereunder the Company had transferred all the unclaimed dividends to Investor Education and Protection Fund and there is no unclaimed dividends lying in the Companys Unpaid Dividend Account.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE

COMPANIES ACT, 2013:

For the financial year ended 31st March 2026, the Company has proposed to carry an amount of Rs. 81.18 Lakhs to General Reserve Account.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclo- sure under Section 197 (14) of the Companies Act, 2013 not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial state- ments relate and the date of this report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance evaluation of its Board, the directors individually and Committees of the board viz., Audit and Nomination and Remuneration Committee has been carried out.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on fol- lowing criteria:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performances of the Company. The Board Meetings are pre-sched- uled and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. The details of number of board meetings and other committee meetings held during the Financial Year 2024-2025 are as follows:

1.No. of Board Meetings: 4

10th May, 2025

31st July, 2025

23rd October, 2025

30th January, 2026

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obliga- tions Requirements) Regulations, 2015.

2.No. of Audit Committee Meetings: 4

10th May, 2025

31st July, 2025

23rd October, 2025

30th January, 2026

3. No. of Nomination & Remuneration Committee Meetings: 01

23rd October,2025

4. Stakeholder Relationship Committee: 01

30th January, 2026

As required under Section 178(5) of the Companies Act, 2013, the Company has constituted Stakeholders Relationship Committee. The committee includes Shri. G.S. Srinivas as Chairperson, Shri. Rajendra Kumar P and Smt S. Subhashini as member.

The Committee considers and resolves the grievances of security holders of the company

5. Share Transfer Committee: 02

The Committee overseas share transfers, share transmission, issue of duplicate share certificates etc. The committee includes Shri G.S. Rajasekar as Chairperson and Shri Rajendra Kumar Prasan as member.

03rd December, 2025 10th January, 2026

DECLARATION OF INDEPENDENCE:

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 30th January 2026, without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.jumbobaglimited.com

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The Remuneration Policy is available on the website of the company. The salient features of the policy are given below:

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person, KMP and Senior Management Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non- Executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

RISK MANAGEMENT:

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 the effective 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.

The Audit Committee and Board of Directors consider the risk exposure before approving a strategic decision taken by the Company. Further the Company has strong internal control system in place to identify the risks at any stage of the business. This internal control system is further reviewed by the internal auditors of the Company and a report is submitted to the Audit Committee. The Committee based on the report of internal auditors advises on the necessary action to be taken in case of any deviation from required standards.

AUDITORS:

Pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re- enactment thereof for the time being in force), and based on the recommendation and approval of the Board of Directors, M/s DPV & ASSOCIATES, Chartered Accountants (FRN: 011688S), has been appointed, confirmed and ratified as the Statutory Auditors of the Company for the financial year 2025-26 to 2029-2030.

The Auditors Report and the Notes on financial statement for the year 2025-26 referred to in the Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The report has been presented separately detailing the overall status of economy, industry and business of the Company in Annexure [I].

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2025-2026.

The Secretarial Audit Report for the financial year ended 31st March 2026 in Form MR-3 is attached as "Annexure III" and forms part of this Report. The report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments. Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 10th May 2025 has re-appointed for a period of 5FY M/s. M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2025-26 to 2029-2030.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.jumbobaglimited.com.

RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in Note to the standalone financial statements forming part of this Annual Report.

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 financial statement.

VIGIL MECHANISM:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy as amended from time to time can be accessed from the website of the Company at www.jumbobaglimited.com.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

• Smt. Renuka Mohan Rao	- Chairperson
• Smt. Subhashini Subramanian	- Member
• Shri. Rajendra kumar.P	- Member

Secretary of the Company shall be the Secretary of the Committee.

DEPOSITS

The Company has not accepted any deposits from the public during the period 2025-26 within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL COMPLAINTS COMMITTEE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy. No Complaints were received during the year under review.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year your Company has informed the non-applicability provision to the Bombay Stock Exchange.

Since, the provision of Corporate Governance is not applicable for the entire Financial Year 2025-26, a separate report of Corporate Governance is not disclosed in the Annual Report 2025-26.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2025-26 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 24th July, 2026 to 30th July, 2026 (both days inclusive).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) of the Companies Act, 2013, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2026 and of the statement of profit and loss of the Company for the financial year ended 31st March, 2026;

3. 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 irregular- ities;

4. The annual accounts have been prepared on a going concern basis;

5. Proper internal financial controls laid down by the Directors were followed by the Com- pany and that such internal financial controls are adequate and were operating effec- tively; and

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

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and percentage increase in remuneration of each Director and KMP

(Rupees in Lakhs)

S. No	Name	Designation	Remuneration for FY 2025-26	Remuneration for FY 2024-25	Increase in remuneration from previous year	Ratio / times per median of employee remuneration
1	G.S. AnilKu- mar	Managing Di- rector	41.40	32.40	27.78%	10.42
2	Sunil Kumar A	Company Sec- retary	7.63	6.26	21.94%	1.92
3	G.A.Darshan	CFO	14.19	13.86	2.35%	3.57
4	Renuka Mohan Rao	Independent Director	-	-	-	-
5	S. Subhashini	Independent Director	-	-	-	-
6	Rajendra Ku- mar P	Independent Director	-	-	-	-
7	G S Srinivas	Director	-	-	-	-

Note:

1. The percentage increase in the median remuneration of employees in the financial year is 10.90%.

2. The number of permanent employees on the rolls of company as on 31st March 2026 is 246.

3. The average increase/decrease in salaries of employees other than managerial personnel in 2025-26 was 15.13% and that of managerial personnel is 25.40%.

4. The remuneration payable to the KMP / Whole time directors are in accordance with the Industry and Geographical standards and as per the Remuneration policy of the Company.

5. No remuneration is paid to the Independent Directors of the Company other than the sitting fees of Rs.25,000/-.

The details of sitting fees paid to the Directors are set out in Extract of Annual Return which is uploaded in the website of the Company at www.jumbobaglimited.com

CONSERVATION OF ENERGY AND TECHNOLOGY OBSORPTION:

The information on conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure [II]" to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.

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

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the F.Y. ended 31st March, 2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March, 2026.

INTERNAL FINANCIAL CONTROLS:

The Company has put in place an internal financial control based on the processes involved in the manufacturing and trading divisions of the Company. There is involvement from both management and functional/business process owner with periodic meetings to discuss issues, weaknesses, and progress of the companys internal financial control program.

The internal audit conducted for every quarter further scrutinizes the functioning of various areas of operations and gives its observation to the Audit Committee. Required action is taken based on the decision of the Audit Committee on the observations by the internal auditor.

Various processes like procurements, maintenance, production, marketing, Accounting etc.. are reviewed periodically both internally and by the internal auditors in a way which is commensurate with size & complexity of operations of the Company.

The above process helps the company in taking precautionary measures, making the existing process more efficient, bringing accuracy in accounting which enables orderly conduct of the business.

PARTICULARS OF EMPLOYEES

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

INDUSTRIAL RELATIONS:

Human Resource is an important asset for the Company and there is cordial relationship exist between the management and the employees across all the plants of the Company.

During the year our Company provided various welfare measures and conducted various activities for the benefit of our employees. We have organised and conducted Training on Women Wellness & Health Awareness, Outbound training on Team work, Womens Day celebration, Safety Week Celebration, many medical camps and checkups for our employees in the factory. Also conducted sports activities for the employees to improve work place culture and morale. Many employees participated in all the activities and awareness program.We have participated in various job fairs conducted by the Government and given employment opportunities to the candidates from rural areas.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth of individuals and the economy as whole. With an intention to support the education of under privileged children your company runs a school in the name of Shri Gorantla Ramalingaiah Vivekananda Vidyalaya School providing education to over 1300 students at concessional fees. Many children have benefited from this initiative of the Company. We have singed MOU with Vadakarai Government ITI to provide one month industrial training to develop the skills of final year ITI students with stipend. We have signed MOU with VIT and RMK colleges to provide opportunities for the Engineering students to develop automation projects in our company. Further, we have contributed donations for Flag Day for Armed Forces to our local government bodies.

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") were not applicable to the Company during FY 2025-26. However, as the Companys net profit for FY 2025-26 exceeded the prescribed threshold under the Act, the CSR provisions shall become applicable to the Company from FY 2026-27 and the Company will undertake the necessary compliances in accordance with the applicable provisions of the Companies Act, 2013.

CAUTIONARY STATEMENT

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Companys operations, but it is not exhaustive as they contain forward-looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by Government of India, Government of Tamil Nadu, Bankers and the Shareholders.

Your Directors also place on record their appreciation for the continued and dedicated per- formance and commitment by Officers and Staff of the Company.

	For and on behalf of the Board
	S/D
	RENUKA MOHAN RAO
Place: Chennai	Chairman
Date : 29.04.2026	DIN:07542045