Newjaisa Technologies Ltd Directors Report

REPORT OF THE BOARD OF DIRECTORS

Your directors present their Report together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL PERFORMANCE/SUMMARY

	(Indian Rupees in Lakhs)
	Standalone
Particulars	March 31, 2025	March 31, 2024
Revenue from operations	6,565.51	6,173.21
Total Expenses	6,768.67	5,406.23
Profit/ (Loss) Before Tax	(124.09)	774.16
Tax Expense
Current Tax	-	(128.07)
Prior Year Tax	(10.37)	(10.13)
Deferred Tax	21.28	(4.19)
Profit/ (Loss) after tax	(113.18)	631.77
Reserves & Surplus	6,034.73	3,912.78
EPS	(0.32)	2.29

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS FOR THE FY 2024-25

NewJaisa Technologies Limited is a technology-driven, direct-to-consumer company specializing in refurbished IT electronics. We provide high-quality refurbished laptops, desktops, and peripherals at significant discounts compared to new products. Our comprehensive, end-to-end reverse supply chain model involves the procurement of used IT assets, refurbishing them to near-new condition, and selling them directly to end-users both individuals and businesses across India. Our operations are fully focused on the Indian market, with a robust pan-India reach through our e-commerce platforms. At the core of our mission is a dual commitment: bridging the digital divide by making personal computing more accessible and addressing the environmental challenge of growing e-waste.

NewJaisa is proud to be a pioneer in the refurbished electronics market in India, having sold over 50,000+ devices to date. We are committed to democratizing technology by making it affordable, sustainable, and reliable, backed by warranty and service assurance. We believe quality and sustainability should not come at a premium. By extending the lifecycle of IT products through our meticulous refurbishment process, we promote true circularity, reduce e-waste, and contribute to a greener, more inclusive future.

What began as a vision in 2020 to normalize the purchase of refurbished electronics in India has grown into a reality. Today, refurbished laptops and desktops are among the top-selling categories online, and NewJaisa stands as the largest seller of refurbished IT devices in the country.

By standardizing quality, building consumer trust, and advocating for sustainable choices, NewJaisa empowers corporates, individuals, and institutions to make environmentally responsible decisions all while staying connected and productive.

There has been no change in the business of the Company during the financial year ended March 31, 2025. Please refer our website www.newiaisa.com for details on business.

During the financial year under review, the Company reported Revenue from Operations of INR 6,565.51 lakhs for the year ended March 31, 2025, as compared to INR 6,173.21 lakhs in the previous year, marking an increase of approximately 6.35%.

However, the Company reported a Loss Before Tax of INR 124.09 lakhs in FY 2024-25, as compared to a Profit Before Tax of INR 774.16 lakhs in FY 2023-24, primarily due to a significant rise in total expenses during the year.

The Loss After Tax stood at INR 113.18 lakhs in FY 2024-25, as compared to a Profit After Tax of INR 631.77 lakhs in the preceding year, reflecting a sharp decline in profitability.

Despite the loss in the current financial year, the Reserves and Surplus improved significantly to INR 6,034.73 lakhs as of March 31, 2025, from INR 3,912.78 lakhs in the previous year, registering a growth of approximately 54.15%. This increase is attributable to retained earnings accumulated over the earlier profitable periods.

The Earnings Per Share (EPS) dropped from INR 2.29 in FY 2023-24 to (0.32) in FY 2024-25, in line with the reported net loss for the current year.

As required under Section 136 of the Companies Act, 2013, audited financial statements including all other documents required to be attached thereto are available on the website of the company i.e., www.newiaisa.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

INITIAL PUBLIC OFFER, LISTING OF EQUITY SHARES AND UTILIZATION OF IPO PROCEEDS

The Equity Shares of the Company are listed on the NSE Emerge Platform since October 05, 2023.

Your Company has submitted the Statement of Deviation(s) or Variation(s) in accordance with Regulation 32 of the SEBI (LODR) Regulations, 2015, confirming that there has been no deviation in the utilization of the IPO proceeds. The proceeds have been fully utilized for the purposes stated in the Prospectus dated July 04, 2025, after due review and approval by the Audit Committee.

The statement regarding utilization can be viewed under corporate announcements made with the National stock Exchange (NSE).

REPORT ON SUBSIDIARIES/JOINT VENTURE

The Company does not have any subsidiaries or joint ventures as of the reporting period. There have been no investments in or affiliations with other entities that would qualify as subsidiaries or ioint ventures. The Company operates independently and has not engaged in any joint ventures or established any subsidiary companies.

Names of companies which have become Subsidiaries, joint ventures, or associate companies during the financial year 2024-25: NIL

Names of companies which have ceased to be Subsidiaries, joint ventures, or associate companies during the financial year 2024-25: NIL

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

Considering the estimated cash flow requirements and the need to conserve resources for future business operations, expansion, and growth, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2025.

CAPITAL STRUCTURE

Authorized Share Capital:

As on March 31, 2025, the authorized share capital of the Company stands at INR. 19,00,00,000/- (Indian Rupees Nineteen Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) equity shares of Rs. 5/- (Indian Rupees Five Only) each.

During the year, the Authorized Share Capital of the Company has increased pursuant to the approval of members on July 26, 2024 from INR. 17,00,00,000 /- (Indian Rupees Seventeen Crores Only) divided into 3,40,00,000 (Three Crores Forty Lakhs) equity shares of INR. 5/- (Indian Rupees Five Only) each to INR. 19,00,00,000/- (Indian Rupees Nineteen Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) equity shares of Rs. 5/- (Indian Rupees Five Only) each.

Subscribed, Issued, and Paid-Up Capital:

As on March 31, 2025, the Subscribed, Issued, and Paid-up Capital of the Company stands at INR 17,65,29,000/- (Indian Rupees Seventeen Crores Sixty-Five Lakhs Twenty-Nine Thousand Only) comprising 3,53,05,800 (Three Crores Fifty-Three Lakhs Five Thousand Eight Hundred) Equity Shares of INR 5/- (Indian Rupees Five Only) each.

During the year, the issuance and allotment of securities were conducted as follows:

Nature of allotment	Date of Allotment	Number of Equity Shares allotted	Face value per Equity Share (INR)	Issue price per Equity Share (INR)	Nature of consideration
Preferential Issue	August 07, 2024	30,42,000	5/-	98/-	Cash
Allotment under the Newjaisa Stock Option Plan 2023	September 19,2024	23,477	5/-	5/-	Cash
Allotment under the Newjaisa Stock Option Plan 2023	January 02, 2025	56,851	5/-	5/-	Cash

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the Statement of Deviation(s) or Variation(s) confirming that there has been no deviation in the utilization of proceeds raised through the preferential issue. The entire proceeds have been utilized for the purposes as approved by the shareholders through their resolution.

The detailed statement in this regard has been filed with the National Stock Exchange of India Limited (NSE) on July 04, 2025, under the corporate announcements section.

DIRECTORS

As on March 31, 2025, the Company has 5 (Five) Directors with an optimum combination of Executive and Non-Executive Directors.

The Board comprises of 3 (Three) Non-Executive Directors, out of which 2 (Two) are Independent Directors.

S. No	DIN	Name	Designation	Category
1.	07842847	Vishesh Handa	Managing Director	Promoter- Executive
2.	10060683	Mukunda Raghavendra	Whole-time director	Promoter - Executive
3.	08690084	Ankita Handa	Director	Non-Executive
4.	05126728	Purav Dineshchandra Shah	Independent Director	Non-Executive
5.	06892227	Gaurav Jindal	Independent Director	Non-Executive

Resignation of Director/KMP:

During the year under review, Mrs. Poonam Jain resigned from the post of Company Secretary and Compliance Officer with effect from January 18, 2025.

Appointment / Reappointment of Director/KMP

During the year under review, there were no appointment/reappointment of Directors/KMP took place.

However, after closure of the FY 2024-25, Mrs. Gurprit Kaur was appointed as Company Secretary and Compliance Officer of the Company with effect from April 07, 2025 to fill the vacancy incurred due to resignation of Mrs. Poonam Jain from the post of Company Secretary and Compliance Officer.

Further, after closure of the FY 2024-25, the Board of Directors has appointed Mrs. Pooja Jain (DIN 08985766) and Mr. Sachin Khandelwal (DIN 07448157) Additional - Non- Executive Independent Director of the Company subject to approval of shareholders in the ensuing General Meeting with effect from June 20, 2025.

Change in Designation:

During the year under review, there was no Change in designation of Directors.

However, after closure of the FY 2024-25, Mr. Purav Dineshchandra Shah (DIN: 05126728) was redesignated as Non-Executive Non-Independent Director of the Company, liable to retire by rotation, subject to approval of shareholders with effect from June 27, 2025.

As on date, the Directors of the Company are as follows:

S. No	DIN	Name	Designation	Category
1.	07842847	Vishesh Handa	Managing Director	Promoter- Executive
2.	10060683	Mukunda Raghavendra	Whole-time director	Promoter - Executive
3.	08690084	Ankita Handa	Director	Non-Executive
4.	05126728	Purav Dineshchandra Shah	Additional Director	Non-Executive
5.	08985766	Pooja Jain	Additional Independent Director	Non-Executive
6.	07448157	Sachin Khandelwal	Additional Independent Director	Non-Executive

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014, Mr. Mukunda Raghavendra, Whole-time director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment to the office of directorship.

A Brief profile of Mr. Mukunda Raghavendra along with the nature of his expertise and the number of companies in which he hold directorship and membership / chairmanship of committees of the Board and other requisite details, as stipulated under Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations" or "SEBI (LODR) Regulations, 2015") and Secretarial Standard 2 as issued by the Institute of Company Secretaries of India is given below.

Name of the Director	Mr. Mukunda Raghavendra
DIN	10060683
Date of Birth	September 06, 1972
Date of first appointment on the Board	March 03, 2023
Age	52 years
Brief Resume	He holds a diploma in Electronic & Communications from Karnataka Technical Board, Bengaluru. He has work experience of around 30 years in post-sales activity, warranty service delivery, OEM services, repair & refurbish services, customer walk-ins services, people management, business development from existing customer. He has been associated with Symmentric Technologies as Team Leader of Customise service division, PSI data system as Systems engineer, and HCL as Senior. Consultant-Channel Support.
Qualification	Diploma in Electronics & Communications from Karnataka Technical Board, Bengaluru.
Experience	He has around 30 years of experience in post-sales services, customer support, and business development, having worked with Symmentric Technologies, PSI Data Systems, and HCL in various technical and leadership roles.
Terms & Conditions of appointment along with Remuneration sought to be paid	Appointed as Whole Time Director (Executive Non-Independent Director) w.e.f. June 08, 2023 and overall maximum managerial remuneration set to INR 1,20,00,000 (Rupees One Crore Twenty Lakhs Only) for each year effective from 1st April 2023, the Whole Time Director shall be entitled to Salary, Allowance and Perquisites, as determined under the provisions of the Companies Act, 2013 read with the provisions of Income Tax Act, 1961.
Remuneration last drawn	INR 21,00,000/- (Indian Rupees Twenty One Lakhs Only) for the FY 2024-25.
Disclosure of relationships between directors inter- se/Relationship with other Directors, Manager, and other Key Managerial Personnel of the Company	The appointee has no relationship with any of the Directors, Manager, or other Key Managerial Personnel of the Company.
Nature of his expertise in specific functional areas	Expert in post-sales support, service delivery, repair/refurbishment, customer service, and team management.
Number of Meetings of the Board attended during the year 2024-25	12
Names of Companies/LLP in which he holds the directorship	Newjaisa Technologies Limited
Names of listed entities in	Newjaisa Technologies Limited
which he holds the directorship
Names of Companies in which he holds the membership of Committees of the Board	Newjaisa Technologies Limited
Names of listed entities in which he holds the membership of Committees of the board	Newjaisa Technologies Limited
Shareholding in the Company including shareholding as a beneficial owner	Mr. Mukunda Raghavendra holds 10,03,562 equity shares and 2.84% of the Company.

KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL DURING THE YEAR

• Mr. Vishesh Handa is the Chairman and Managing Director of the Company.

• Mr. Mukunda Raghavendra is Whole Time Director of the Company.

• Mr. Ashish Nirmal, a Chartered Accountant is Chief Financial Officer of the Company.

• Mr. Sharadkumar Somani is Chief Marketing Officer of the Company.

There were no appointment(s)/resignation(s) of Key Managerial Personnel and Senior Managerial Personnel during the year except as follows:

S. No Name	Date of Appointment/ Change/ Cessation	Reason
1. Poonam Jain	January 18, 2025	Cessation as Company Secretary and Compliance Officer

BOARD AND COMMITTEE MEETINGS

During the year under review, twelve meetings of the Board of Directors were duly convened and held in compliance with the Companies Act, 2013 and in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The dates of Board meetings are as follows:

S. No.	Date of Board meeting	No. of Directors entitled to attend	No. of Directors who attended the meeting
1.	Wednesday, 8 May, 2024	5	3
2.	Thursday, 30 May, 2024	5	4
3.	Tuesday, 2 July, 2024	5	4
4.	Wednesday, 7 August, 2024	5	4
5.	Thursday, 5 September, 2024	5	4
6.	Thursday, 19 September, 2024	5	4
7.	Wednesday, 25 September, 2024	5	4
8.	Thursday, 10 October, 2024	5	4
9.	Wednesday, 6 November, 2024	5	4
10.	Thursday, 14 November, 2024	5	5
11.	Thursday, 2 January, 2025	5	4
12.	Saturday, 18 January, 2025	5	4

The Board of Directors confirms compliance and adherence to the Secretarial Standard 1 and 2 as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that:

a. They meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

b. They have registered their names in the Independent Directors Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto;

c. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience, and proficiency.

FAMILIARIZATION PROGRAM

The Company at its meeting held during the financial year 2024-25 had familiarized the Independent Directors through various initiatives. The Independent Directors of the company have been briefed at the meetings of the Board / Committees thereof on the matters such as their roles, functions, rights, duties, responsibilities and liabilities in the Company, nature of the industry in which the Company operates, the business model, business verticals and operations of the Company, geographies in which company operates, financial results of the Company, updates on statutory and regulatory changes and impact thereof, updates on development of business of the company, overview of board evaluation and procedures, etc. They were made to interact with business heads and senior management personnel and are given all the documents, reports and internal policies sought by them for enabling a good understanding of the Company, its various operations, and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

Weblink: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/9. Familarization program of ID.pdf?v=1689 920308

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation, Nomination & Remuneration Policy as required under the provisions of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief features of the policy inter-alia includes objective and purpose of the policy which is to lay down the criteria for effective evaluation of performance of Board and that of its committees and individual directors, to establish a framework for the remuneration of directors, key managerial personnel and other employees, to lay down criteria for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, criteria for determining qualifications, positive attributes and independence of a director, policy relating to remuneration of directors, key managerial personnel and other employees, to ensure reasonable and sufficient level and composition of remuneration to attract, retain and motivate the Directors, KMPs and Senior Management Personnel etc., and role of Nomination and Remuneration Committee as defined under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015.

Performance evaluation, nomination and remuneration policy is available on the website of the

Company.

Weblink:https://cdn.shopify.com/s/files/1/0571/1996/5366/files/2. NRC Policy and Board Diversit y Policv.pdf?v=1689918744

Pursuant to the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its Committees was carried out.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted a mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors, Committees of the Board.

A separate meeting of Independent Directors was held on January 02, 2025 to review the performance of Non- Independent Directors, Board as whole and of the Chairperson of the Company, including assessment of quality, quantity, and timeliness of flow of information between Company management and Board.

Opinion of the Board

The Board is of the opinion that all the Directors of the Company including Independent Director appointed during the financial year possess integrity, necessary expertise, and experience (including the proficiency) for performing their functions diligently. The Board also confirms that in its opinion, the independent directors of the Company fulfill the conditions specified in the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they 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 the company at the end of the financial year and of the profit and loss of the company for that period;

c) they have taken proper and sufficient care 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on NSE Emerge (National Stock Exchange of India Limited for small and medium-sized enterprises). The Company confirms that it has paid Annual Listing Fees to the stock exchange.

AUDITORS AND THEIR REPORT

a) Statutory Auditors

M/s Abhilashi & Co, Chartered Accountants (FRN 016025N) were appointed as Statutory Auditors of the Company from the conclusion of 3^rd Annual General Meeting till the conclusion of 8^th Annual General Meeting of the company to be held in the year 2028.

The Company has received audit report for standalone audited financial statements of the Company for the financial year ended March 31, 2025 from the statutory auditors, M/s Abhilashi & Co, Chartered Accountants, and forms part of this Annual Report. There are no qualifications, reservation, adverse remarks, or disclaimer made by the Statutory Auditors in their Reports.

b) Internal Auditors

Your directors had appointed M/s. Jagadeesh Hebbar & Co., Chartered Accountants, Bengaluru (FRN: 021634S) as the Internal Auditors of the Company for the financial year 2024-25.

Subsequently, M/s. Jagadeesh Hebbar & Co. resigned from the office of Internal Auditor due to preoccupancy and time constraints. The Board thereafter approved the appointment of M/s. R. Manmohan & Associates, Chartered Accountants (FRN: 023546S), represented by Mr. R. Manmohan (ICAI Membership No. 212570), Proprietor, as the Internal Auditor of the Company for the financial year 2024-25.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary: CP No. 22886) was appointed to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for financial year 2024-25 forms part of the Annual Report as Annexure 1 to the Boards Report.

There are no qualifications, reservation, adverse remarks, or disclaimer made by the Secretarial Auditor in their Report(s).

d) Cost Auditors

Appointment of Cost Auditor as per section 148 of the Companies Act, 2013, is not applicable to the Company.

ANNUAL RETURN

The Annual Return will be available on the website of the Company, as mandated under Section 92(3) read with Section 134 (3) of the Companies Act, 2013, and the same can be accessed at web link: https://newiaisa.com/pages/invesor-relation-of-newiaisa

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 2 and forms the part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments, if any, made by the Company pursuant to Section 186 of the Companies Act, 2013 forms part of the financial statements and notes to the financial statements of the Company provided in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The Companys operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

Technology Absorption : Not Applicable Foreign Exchange Earned: Nil Foreign Exchange Used : Nil

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company had duly constituted the Audit Committee on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition of the Audit Committee as on March 31, 2025 are as under:

Name of Director	Status in Committee	Nature of Directorship
Mr. Purav Dineshchandra Shah	Chairman	Independent Director
Mr. Gaurav Jindal	Member	Independent Director
Mrs. Ankita Handa	Member	Non-Executive Director

During the financial year ended on March 31, 2025, the Audit Committee met four times viz. May 30, 2024, July 01, 2024, September 05, 2024, and November 14, 2024.

Subsequent to the closure of the financial year 2024-25, there were changes in the composition of the Audit Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the re-designation of Mr. Purav Dineshchandra Shah as a Non-Independent Director. Accordingly, the composition of the Audit Committee as on the date of this report is as follows:

Name of Director	Status in Committee	Nature of Directorship
Mrs. Pooja Jain	Chairperson	Independent Director
Mr. Sachin Khandelwal	Member	Independent Director
Mr. Purav Dineshchandra Shah	Member	Non-Executive Director
Mrs. Ankita Handa	Member	Non-Executive Director

Your Company has established a vigil mechanism and oversees through the committee, the genuine concerns as expressed by the employees and other Directors. It has provided adequate safeguards against victimization of employees and Directors who express their concerns and has also provided a direct access to the chairperson of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

The Whistleblower Policy of the Company may be accessed on the Company website at the link: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/8. Whistleblower Policy.pdf?v=1689918744

OTHER COMMITTEES

a) Composition of the Nomination and Remuneration Committee and its meetings:

The Board of Directors of your Company had duly constituted the Nomination & Remuneration Committee on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Nomination and Remuneration Committee, are as under:

Name of Director	Status in Committee	Nature of Directorship
Mr. Purav Dineshchandra Shah	Chairman	Independent Director
Mr. Gaurav Jindal	Member	Independent Director
Mrs. Ankita Handa	Member	Non-Executive Director

During the financial year ended on March 31, 2025, the Nomination and Remuneration Committee met 6 (Six) times viz May 30, 2024, July 03, 2024, September 05, 2024, September 19, 2024, October 09, 2024 and January 31, 2025.

Subsequent to the closure of the financial year 2024-25, there were changes in the composition of the Nomination and Remuneration Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the re-designation of Mr. Purav Dineshchandra Shah as a NonIndependent Director. Accordingly, the composition of the Nomination and Remuneration Committee as on the date of this report is as follows:

Name of Director	Status in Committee	Nature of Directorship
Mrs. Pooja Jain	Chairperson	Independent Director
Mr. Sachin Khandelwal	Member	Independent Director
Mr. Purav Dineshchandra Shah	Member	Non-Executive Director
Mrs. Ankita Handa	Member	Non-Executive Director

b) Composition of the Stakeholders Relationship Committee and its meetings:

The Board of Directors of your Company had duly constituted Stakeholders Relationship Committee vide their meeting held on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Stakeholders and Relationship Committee, are as under:

Name of Director	Status in Committee	Nature of Directorship
Mr. Purav Dineshchandra Shah	Chairman	Independent Director
Mr. Gaurav Jindal	Member	Independent Director
Mrs. Ankita Handa	Member	Non-Executive Director

During the financial year ended on March 31, 2025, the Stakeholders Relationship Committee met twice viz May 30, 2024 and September 05, 2024.

Subsequent to the closure of the financial year 2024-25, there were changes in the composition of the Stakeholders Relationship Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the re-designation of Mr. Purav Dineshchandra Shah as a Non-Independent Director. Accordingly, the composition of the Nomination and Remuneration Committee as on the date of this report is as follows:

Name of Director	Status in Committee	Nature of Directorship
Mrs. Pooja Jain	Chairperson	Independent Director
Mr. Sachin Khandelwal	Member	Independent Director
Mr. Purav Dineshchandra Shah	Member	Non-Executive Director
Mrs. Ankita Handa	Member	Non-Executive Director

c) Composition of the IPO Committee and its meetings:

The Board of Directors of your Company had duly constituted IPO Committee vide their meeting held on July 03, 2023.

Name of Director	Status in Committee	Nature of Directorship
Mr. Vishesh Handa	Chairman	Managing Director
Mr. Mukunda Raghavendra	Member	Whole Time Director
Mrs. Ankita Handa	Member	Non-Executive Director

During the financial year ended March 31, 2025, no meeting of the IPO Committee was held. Subsequently, the Board dissolved the IPO Committee on April 17, 2025.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https://cdn.shopifV. com/s/files/1 /0571 /1996/5366/files /4. Policy on Sexual Harassment 1.pdf?v=16 90281293

Sl. No Particulars	No.
1 Number of complaints on Sexual harassment Received	Nil
2 Number of complaints disposed off during the Year	Nil
3 Number of cases pending for more than ninety Days	Nil
4 Number of workshops or awareness programme against sexual harassment carried out The Company regularly conducts necessary awareness programmes for its employees	Nil
5 Nature of action taken by the employer or district officer	Nil

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary and trainees) as well as women who visit the premises of the Company for any purpose are covered under this Policy and are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal, or psychological. There were no complaints received, during the period under review.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business. Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. For details related to risks and risk management, shareholders are requested to refer to "Threats, risks & concerns section" and "Internal control systems and their adequacy section" of Management Discussion and Analysis Report.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable to it, by virtue of Regulation 15 (2) (b) of SEBI (LODR) Regulations, 2015.

EMPLOYEE STOCK OPTION SCHEME

Your Company has Newjaisa Technologies Employee Stock Option Plan 2023 with a pool of 32,09,174 options.

The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Companys website: https://newjaisa.com/

The Certificate from the Secretarial Auditor of the Company under regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 stating that the scheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, from time to time and in accordance with the resolution of the company in the general meeting, will be available for inspection by the members at the ensuing AGM.

Web-link:

https://cdn.shopifv.com/s/files/1/0571/1996/5366/files/NewJaisa

ESOP scheme 2023 1.pdf?v=1706 694983

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with rules made thereunder, during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, as a prudent corporate governance practices the Board of Directors have approved such related party transactions in respective Board Meeting under the said provisions.

The Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-3 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year ended March 31, 2025 is forming part of the Board Report/Annual Report.

CORPORATE GOVERNANCE:

Since, the Company has listed its specified securities on the EMERGE Platform of NSE therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable to the Company. Hence Report on Corporate Governance does not form part of this Directors Report.

The provisions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are presently not applicable to the Company. However, the Company remains committed to maintaining high standards of governance and ethical conduct.

Your Company follows robust corporate governance practices, prudent risk management, and maintains a proactive approach towards identifying emerging opportunities. Emphasis is placed on stakeholder value creation and transparency, with the adoption of best-in-class disclosure methodologies.

Further, the Company voluntarily endeavors to comply with the non-mandatory requirements of corporate governance to the extent possible, and continues to take necessary actions at appropriate times to align with stakeholder expectations.

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act, 2013, all companies having net worth Rs. 500 crores or more, or turnover of INR. 1,000 crores or more or net profit of INR.5 Crores or more during the immediately preceding financial year are required to spend at least 2% of average net profit of the Companys three immediately preceding financial year.

Accordingly, the Company was required to spend INR 12,24,897.40/- towards CSR activities in financial year 2024-25. Expenditure related to Corporate Social Responsibility incurred as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof is INR. 12,35,000/- with excess expenditure of INR 10,102.60/- for FY 2024-25.

A report on CSR Activities as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as "Annexure- 4". The Company has adopted Corporate Social Responsibility Policy in line with Section 135 of the Companies Act, 2013. In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has developed Corporate Social Responsibility initiatives and has a CSR Policy in place. The policy is disclosed on the website of the Company at:

https://cdn.shopifV.com/s/files/1/0571/1996/5366/files/17. CSR Policy.pdf?v=1689918744.

COMPANYS WEBSITE:

Your Company has developed and maintained its fully functional website www.newjaisa.com, which has been designed to exhibit the Companys businesses upfront on the home page and all the relevant details about the Company.

The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Companies Act, 2013 the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Y ear ended on March 31, 2025 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.

GENERAL

Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. The Company has neither accepted nor renewed any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made thereunder and as such no amount on account of principal or interest thereon on deposits from public was outstanding as on the date of Balance Sheet.

b. 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.

c. The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

d. There are no issue of equity shares with differential rights as to dividend, voting or otherwise.

e. There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Companys operations in future.

f. In addition to the information mentioned in this annual report, there were no material changes and commitments affecting financial position of the company between March 31, 2025 and the date of this Boards Report.

g. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

h. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are neither made nor maintained.

i. There is no one time settlement done with bank or any financial institution. Hence, the 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 is not applicable.

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

k. The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. Necessary measures and policies are in place to ensure that all eligible employees receive the benefits and protections mandated under the Act.

OTHER DISCLOSURES:

Your directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:

a. Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply to the Company.

b. Investors Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year ended March 31 2025, there is no outstanding amount to be transferred to Investor Education and Protection Fund.

c. Disclosures with respect to Demat suspense account/ unclaimed suspense account

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which are required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

d. Disclosure of certain types of agreements binding listed entities

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

For Newjaisa Technologies Limited
Sd/-	Sd/-
Vishesh Handa	Mukunda Raghavendra
Managing Director	Whole-time director
DIN: 07842847	DIN:10060683
Date: 05/09/2025	Date: 05/09/2025
Place: Bengaluru	Place: Bengaluru