S J S Enterprises Ltd Directors Report

To

The Members,

S.J.S. ENTERPRISES LIMITED

Your directors have the pleasure in presenting the 20th Annual Report of S.J.S. Enterprises Limited (the "Company") together with audited financial statements (standalone and consolidated) and the Auditors Report for the financial year ended 31st March, 2025 ("financial year").

In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or reenactment^) thereof, for the time being in force ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31st March, 2025, in respect of the Company.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below:

( in Mn)

	Year ended		Year ended
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Standalone		Consolidated
Revenue from operations	3,980.05	3,633.61	7,604.86	6,278.00
Other Income	121.05	70.27	78.24	77.04
Total Income	4,101.10	3,703.88	7,683.10	6,355.04
Less:- Cost of raw materials consumed	1,502.75	1,395.33	3,572.10	2,873.77
Less:- Changes in Inventory of FG, WIP and stores & spares	(6.78)	29.85	(13.39)	(24.91)
Less:- Employee benefit expenses	580.77	498.59	856.37	707.65
Less:- Finance costs	25.80	53.42	56.41	85.21
Less:- Depreciation and amortization expense	182.18	171.54	447.03	387.42
Less:- Other expenses	687.79	669.59	1,235.94	1,199.41
Total Expenses	2,972.51	2,818.32	6,154.46	5,228.55
Profit before Tax	1,128.59	885.56	1,528.64	1,126.49
Less:- Tax expenses
- Current tax	257.95	250.66	439.64	355.91
- Deferred tax (credit)/charge	(49.29)	(40.69)	(99.32)	(83.13)
Total tax expense	208.66	209.97	340.32	272.78
Profit for the year	919.93	675.59	1,188.32	853.71
Other comprehensive (expenses) /income for the year, net of tax	5.40	16.01	(9.49)	15.04
Total comprehensive Income for the year	914.53	691.60	1,178.83	868.75
Earnings per equity share (face value of Rs. 10 each)
- Basic (in )	29.53	21.86	37.82	27.45
- Diluted (in )	28.80	21.40	36.88	26.87

BUSINESS REVIEW Standalone Financial Results:

During the financial year, your Company delivered a strong financial performance, achieving its highest-ever total income and net profit on a standalone basis. The total income stood at Rs. 4,101.10 Mn, an increase of 10.72% over the previous financial years income of Rs. 3,703.88 Mn. This growth reflects the Companys continued focus on operational efficiency, product innovation, and customer-centric execution.

Profit after tax (PAT) surged by 36.17%, reaching Rs. 919.93 Mn, compared to Rs. 675.59 Mn in the prior year. The significant improvement in profitability is attributable to better product mix, cost optimization measures, tax savings and leveraging economies of scale.

This performance underscores the Companys resilience and ability to adapt to dynamic market conditions while maintaining a strong balance sheet and healthy cash flow position.

Consolidated Financial Results:

On a consolidated basis, the Company reported a total income of Rs. 7,683.10 Mn, marking a robust growth of 20.90% over the previous years consolidated income of Rs. 6,355.04 Mn. This growth was driven by the Companys domestic and international operations, as well as contributions from its subsidiary, reflecting improved market penetration and customer acquisition.

The consolidated profit after tax stood at Rs. 1,188.32 Mn, compared to Rs. 853.71 Mn in the preceding year, registering a growth of 39.19%. This strong performance highlights the Companys ability to generate consistent returns while pursuing strategic initiatives across markets and product segments.

The audited financial statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at https://www.sjsindia.com/investors.html#financials.

The Company remains focused on delivering long-term value through strategic investments, operational excellence, and continuous innovation, while maintaining a strong commitment to governance and stakeholder engagement.

DIVIDEND

In line with the Dividend Distribution Policy of the Company which is available on the Companys website viz. https:// www.sjsindia.com/investors.html#policies. Your Directors are pleased to recommend a final dividend at the rate of 25% i.e. Rs. 2.50 per equity share of face value of Rs. 10/- each for the financial year. Dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company. The dividend would be payable to all shareholders whose names appear in the Register of Members and the list of beneficial owners furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e. 09th July, 2025 after deduction of applicable taxes. Final Dividend once approved by members shall be disbursed within 30 days of the approval and the date of disbursement shall be communicated in advance to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited.

RECORD DATE

The Company has fixed Wednesday, 09th July, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the financial year.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the SEBI Listing Regulations, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, makes it mandatory for the top 1000 listed entities based on their market capitalization calculated as of 31st March of every financial year to formulate a Dividend Distribution Policy.

In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 19th July, 2021 has approved and adopted the Dividend Distribution Policy of the Company. The said policy inter alia, lays down various parameters relating to the declaration/ recommendation of dividend and is available on the Companys website at https://www.sjsindia.com/investors.html#policies.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, the company as an outstanding dividend of Rs. 27,805 for the Final dividend declared on 20th August, 2024 by the members of the company and the details of the outstanding dividend is available on the website of the company at https://www. sjsindia.eom/investors.html#disclosures.

RESERVES

The Company has not transferred any amount to reserves for the financial year.

SHARE CAPITAL

During the financial year, there was an increase in paid-up equity share capital, on account of the Company issuing and allotting 287,750 equity shares with a face value of Rs. 10/- per equity share, consequent to exercise of vested Employee Stock Options under SJS Enterprises - Employee Stock Option Plan 2021 by the eligible employees of the Company.

The paid-up equity shares capital stands at Rs. 313,256,540/- comprising of 31,325,654 equity shares of 10/- each fully paid up as on 31st March, 2025.

CHANGE IN PROMOTER HOLDING & RE-CALSSIFICATION OF PROMOTER

During the financial year, Evergraph Holdings Pte Ltd ("Evergraph") carried out an inter se Transfer of shares with Mr. KA Joseph in two tranches as detailed below:

• In first Tranche, Evergraph sold 900,000 equity shares, representing 2.90% of Paid-up share capital of the company;

• In Second Tranche, Evergraph sold 536,337 Equity shares representing 1.73% of Paid-up share capital of the company.

Following the inter se transfer of shares among the promoters of the company, Mr. K.A. Josephs shareholding has increased to 6,687,581 equity shares, representing 21.35% of the companys paid-up share capital, while Evergraphs shareholding has been reduced to nil.

Furthermore, Evergraph, through its letter dated 21st October, 2024, requested reclassification from the Promoter Category to the Public Category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The Company submitted the application for reclassification to both stock exchanges on 22nd November, 2024 and received approval on 07th February, 2025.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance forms an integral part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTANBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) on initiatives taken from an environmental, social, and governance perspective, in the prescribed format forms an integral part of the Annual Report.

PARTICULARS OF RELATED PARTY TRANSACTIONS

Related party transactions entered during the financial year were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in compliance with the SEBI Listing Regulations, and as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed to this report as Annexure - A.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis.

PARTICULARS OF INTER-CORPORATE LOANS OR INVESTMENTS OR GUARANTEES OR SECURITY

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the standalone financial statements.

Further, the Company has not given any guarantee or security to any person or body corporate or made any investments during the financial year.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There were no significant / material orders passed by the regulators or courts or tribunals during the financial year, impacting the going concern status and Companys operations in future.

CHANGE IN NATURE OF BUSINESS

During the financial year, there has been no change in the Companys nature of business.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of the annual return in the prescribed Form MGT-7 for the financial year is available on the website of the Company at https://www.sisindia.com/investors. html#annual-report.

CHANGE IN FINANCIAL YEAR

There has been no change in the financial year of the Company. DEPOSITS

The Company has not accepted any deposits covered under the Chapter V of the Act, during the financial year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

As of the end of the financial year, the company has two subsidiaries (including one wholly-owned subsidiary) and one step-down subsidiary, which is a wholly-owned subsidiary of Walter Pack Automotive Products India Private Limited. There has been no material change in the nature of the subsidiaries businesses.

The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at https://www.sisindia.com/ investors.html#financials.

The policy for determining material Subsidiaries is disclosed in https://www.sisindia.com/investors.html#policies

Following are the Subsidiaries/Wholly owned Subsidiary and Stepdown Subsidiary Company:

Wholly Owned Subsidiary	Subsidiary Company	Step down subsidiary Company
SJS Decoplast Private Limited (Formerly Known as Exotech Plastics Private Limited)	Walter Pack Automotive Products India Private Limited	Plastoranger Advanced Technologies Private Limited - Wholly Owned Subsidiary of Walter Pack

Further, the details of the subsidiary company and joint venture or associate company as defined under Section 2(87) and 2(6) of the Act respectively, which are explained in detailed below:

• Subsidiary:

The report on the performance and financial position of each Subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure - B.

• Associate:

There are no Associate companies as of the end of the financial year.

• Joint Venture:

There are no joint venture companies as of the end of the financial year.

HUMAN RESOURCE MANAGEMENT

Being an employee-centric organization, your Company always puts its people at the heart of whatever it does. The Company believes that the success of the organization and its people, go hand-in-hand. Our humble efforts have been recognized by the Great Place to Work Institute India, which has awarded our company the "Great Place To Work" certification in the mid-size organization category for four consecutive years.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with the requirements of Section 135 of the Act and amendments thereof, the Company has constituted the CSR Committee and also formulated a CSR Policy which is available on the website of the Company at https://www. sisindia.com/investors.html#policies.

The CSR Policy was amended vide the resolution of the Board of Directors dated 19th July, 2021 to incorporate amendments brought about to the provisions of Section 135 of the Act and the Rules vide notification dated 22nd January, 2021 issued by the Ministry of Corporate Affairs.

During the financial year, the company has established the CSR Trust in the name and style of "SJS Foundation" and this dedicated entity will streamline and enhance the execution of the CSR activities and functions of the Company, including all its subsidiaries.

The Annual Report on CSR activities of the Company for the financial year as required to be given under Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed to this report as Annexure - C.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure a healthy working environment without fear of prejudice, gender bias and sexual harassment. Care and Dignity Policy is available on the website of the Company at https://www. sjsindia.com/investors.html#policies.

The Internal Complaints Committee (ICC) in place has been duly constituted as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year.

Details of complaints received and redressed during the financial year:

a. Number of complaints filed during the financial year	Nil
b. Number of complaints disposed of during the financial year	Nil
c. Number of complaints pending as on end of the financial year	Nil

VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Act, with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.

The mechanism provides adequate safeguards against the victimization of directors or employees who avail the mechanism. The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www. sjsindia.com/investors.html#policies.

BOARD OF DIRECTORS

Your Companys Board comprises of the following Directors as on the end of the financial year:

Sl. No.	Name of Director	Designation
1.	Mr. Ramesh C Jain	Chairman & Lead Independent Director
2.	Mr. K. A. Joseph	Managing Director
3.	Mr. Sanjay Thapar	Group CEO & Executive Director
4.	Mr. Kevin K Joseph	Executive Director
5.	Mrs. Veni Thapar	Independent Director
6.	Mr. Matthias Frenzel	Independent Director

* The Company has designated Mr. Ramesh C. Jain, Chairman and Independent Director, as the Lead Independent Director with effect from the Board meeting held on 27th March 2025.

Rotation of Director:

As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of directors shall be liable to retire by rotation of which one third shall retire at every annual general meeting.

In view of the above-mentioned provision, Mr. Sanjay Thapar is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The Board has considered and approved the recommendation of the Nomination & Remuneration Committee in their meeting held on 08th May, 2025 to re-appoint Mr. Sanjay Thapar as Director of the Company, liable to retire by rotation, subject to the approval of the shareholders in the forthcoming annual general meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, the following persons are the Key Managerial Personnel of the Company as on the end of the financial year:

Sl. No.	Name of KMPs	Designation
1.	Mr. K. A. Joseph	Managing Director
2.	Mr. Sanjay Thapar	Group CEO & Executive Director *
3.	Mr. Kevin K Joseph	Executive Director
4.	Mr. Mahendra Kumar Naredi	Group Chief Financial Officer *
5.	Mr. Thabraz Hushain W	Company Secretary & Compliance Officer

* The Board of Directors at its meeting held on 30th January 2025, approved the change in designation of Mr. Sanjay Thapar, Chief

Executive Officer & Executive Director, and Mr. Mahendra Kumar Naredi, Chief Financial Officer. Mr. Thapar shall be additionally designated as the Group Chief Executive Officer & Executive Director, and Mr. Naredi as the Group Chief Financial Officer of the Company.

There were no appointments or resignations of Key Managerial Personnel during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of its Independent Directors under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Companys Code of Conduct for Directors and Employees for the financial year.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the Independent Directors Databank maintained by IICA and meet the requirements of proficiency self-assessment test.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to identify, assess and mitigate the risks involved in the Companys business. The committee is responsible for assisting the Board in understanding existing risks, reviewing the mitigation and elimination plans.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy has been framed and implemented which is available on the website of the Company at https://www.sjsindia.com/investors.html#policies.

COMMITTEES

As per the requirements of the Act and SEBI Listing Regulations, the following committees have been constituted by the Board. The composition of the committees as on the end of the financial year is as follows:

Audit Committee:

The composition of the Audit Committee, pursuant to Section 177 of the Act and Regulation 18 of SEBI Listing Regulations is as follows:

Sl. No.	Name	Position on the Committee	Designation
1.	Mrs. Veni Thapar	Chairperson	Independent Director
2.	Mr. Ramesh C Jain	Member	Chairman & Lead Independent Director
3.	Mr. Sanjay Thapar	Member	Group CEO & Executive Director

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee ("NRC"), pursuant to Section 178(1) of the Act and Regulation 19 of SEBI Listing Regulations is as follows:

Sl. No.	Name	Position on the Committee	Designation
1.	Mrs. Veni Thapar	Chairperson	Independent Director
2.	Mr. Ramesh C Jain	Member	Chairman & Lead Independent Director*
3.	Mr. Matthias Frenzel	Member	Independent Director

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee ("SRC"), pursuant to Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations is as follows:

Sl. No.	Name	Position on the Committee	Designation
1.	Mr. Matthias Frenzel	Chairman	Independent Director
2.	Mr. K A Joseph	Member	Managing Director
3.	Mr. Sanjay Thapar	Member	Group CEO & Executive Director
4.	Mrs. Veni Thapar	Member	Independent Director

Risk Management Committee:

The composition of the Risk Management Committee ("RMC"), pursuant to Regulation 21 of SEBI Listing Regulations is as follows:

Sl. No.	Name	Position on the Committee	Designation
1.	Mr. Sanjay Thapar	Chairman	Group CEO & Executive Director
2.	Mrs. Veni Thapar	Member	Independent Director
3.	Mr. K A Joseph	Member	Managing Director

Corporate Social Responsibility Committee:

The composition of the Corporate Social Responsibility Committee ("CSR"), pursuant to Section 135 of the Act is as follows:

Sl. No.	Name	Position on the Committee	Designation
1.	Mr. Matthias Frenzel	Chairman	Independent Director
2.	Mr. K A Joseph	Member	Managing Director
3.	Mr. Sanjay Thapar	Member	Group CEO & Executive Director
4.	Mrs. Veni Thapar	Member	Independent Director

INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

AUDITORS & AUDIT REPORT Statutory Auditors:

M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Bengaluru, the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act, up to the conclusion of the 20th Annual General Meeting of the Company, scheduled to be held on 16th July, 2025.

Further, the report of the Statutory Auditors along with notes to Schedules forms part of the Annual Report which is selfexplanatory. There has been no qualifications/ reservations/ adverse remarks given by the Statutory Auditors in their Report for the financial year.

Considering the completion of the term of M/s. BSR & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting, the Board of Directors, at its meeting held on 08th May, 2025, has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005), as the Statutory Auditors of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting, for a term commencing from the conclusion of the 20th Annual General Meeting and ending at the conclusion of the 25th Annual General Meeting to be held in the calendar year 2030.

Cost Auditors:

M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304), appointed as the Cost Auditors for conducting audit of cost accounting records of the Company for the financial year, will submit their report to the Board within a period of one hundred eighty days from the end of the financial year as required under the Act; the Company shall file a copy of the said report in Form CRA-4 within a period of thirty days from the date of its receipt.

The Cost Audit Report for the financial year 2023-24 dated 01st August, 2024 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) with no qualifications/ reservations/ adverse remarks, was filed with the Ministry of Corporate Affairs.

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board on the recommendation of Audit Committee, reappointed M/s PSV & Associates, Bengaluru, Cost Accountants, (Firm Registration No. 000304) for conducting audit of cost accounting records of the Company for the financial year 2025-26. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the members, in the ensuring annual general meeting for their ratification. Accordingly, a resolution seeking members approval for the remuneration payable to M/s. PSV & Associates, Cost Accountants, is included in the Notice of the ensuring annual general meeting.

Secretarial Auditor:

The Board, based on the recommendation of the Audit Committee had appointed Mr. Ananta R Deshpande, Company Secretary in Practice (FCS No. 11869 and Certificate of Practice No. 20322) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024 -25.

There has been no qualifications/ reservations/ adverse remarks in the report given by the Secretarial Auditor for the financial year. The Secretarial Audit Report of the Company in Form MR-3 is enclosed to this report as Annexure - D.

Further, pursuant to Regulation 24A of SEBI (Listing and Disclosure Requirements) Regulations 2015, the board based on the recommendation of the Audit Committee is proposes to appoint the Mr. Ananta R Deshpande, Company Secretary in Practice (FCS No. 11869 and Certificate of Practice No. 20322) as the Secretarial Auditor of the Company subject to the approval of shareholders in the ensuing Annual General meeting to conduct Secretarial Audit for the term of five years commencing from the conclusion of 20th Annual General Meeting and ending at the conclusion of the 25th Annual General Meeting to be held in the calendar year 2030.

Internal Auditors:

Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Kumbhat & Co, Chartered Accountants, Coimbatore (Firm Registration No. 0016095) as the Internal Auditors of the Company for the financial year.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the managements comments.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT

During the financial year, no frauds were reported by the Auditors under Section 143(12) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MEETINGS OF THE BOARD AND COMMITTEES

The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are included in the Corporate Governance Report which forms an integral part of the Annual Report.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, two separate Independent Directors meeting was held during the financial year on 28th March, 2025 and 31st March, 2025.

The Independent Directors at their first and second meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors (both Executive and Non-Executive) and the Board as a whole;

• Performance of the Chairman of the Board, taking into account the views of Executive Directors and NonExecutive Directors.

• Quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• To review on the Companys Succession Planning Framework.

PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

Your Company following our excellence in corporate governance has steered a Board Evaluation process by appointing an Independent external agency to further enhance the efficiency and effectiveness of our governance processes. The independent external expert also had individual conversations with each Board member and developed separate evaluation reports. Subsequently, the independent external expert collated reports for (a) the Board as a whole, (b) the Chairman of the Board, (c) Individual Directors, both Independent and Non-Independent, and (d) for each of the Board Committees separately. The assessment of individual Directors was sent separately to the concerned Directors. The results of the evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and committees were noted.

The following outlines the actions taken to implement the suggestions provided by the board in the preceding financial year, as well as new recommendations for the current financial year:

The recommendation given by the Board for		Actions taken in response to recommendations for previous year in current year
Current Year (FY 2024- 25)	Previous Year (FY 2023-24)
	The frequency and number of meetings for the Board and Committees to be increased	Based on the recommendation, the Company has increased the frequency and number of meetings of the Board and its Committees to facilitate more effective oversight and timely decision-making.

NON EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the judgment of the Board, may affect the independence of the Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has periodically conducted familiarization programmes for its Independent Directors with the objective of making them accustomed to the business and operations of the Company through various structured orientation programs.

The familiarization programmes also intend to update the Independent Directors on a regular basis, on any significant changes therein, so as to be in a position to take well informed and timely decisions.

The following are the familiarization programmes undertaken during the financial year:

• The Board has Imparted with ESG Training to understand their role in environmental, social, and governance matters

• The Board members are educated on the Insider Trading and this program ensures that all the directors are very well versed with the latest regulation on insider regulation.

• The Board has undergone a specialized M&A training to enhance their knowledge of the strategic, financial, and regulatory aspects involved in mergers, acquisitions, and related corporate transactions.

The further details of Familiarization programme is available on the website of the Company at https://www.sjsindia.com/ investors.html#corporate-governance.

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

Pursuant to provisions of Section 134(3)(m) of the Act & Rule 8(3)(A) of Companies (Accounts) Rules, 2014, the details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed to this report as Annexure - E.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Company has framed and adopted the Nomination & Remuneration Policy in terms of Section 178 of the Act with effect from 19th July, 2021 and Amended on 28th March, 2024. The policy, inter alia, lays down the principles relating to appointment, qualification, cessation, retirement, remuneration, and evaluation of directors, key managerial personnel, and senior management personnel of the Company.

The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www. sjsindia.com/investors.html#policies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details as prescribed under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure - F.

The details as prescribed under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of top 10 employees drawing more than 10.2 Mn per financial year or 0.85 Mn per month, as the case may be, are set out in Annexure G to the Boards Report.

EMPLOYEEES STOCK OPTION

The Company has instituted employee stock options plan(s) from time to time to motivate, incentivize, and reward employees. The Board Governance, Nomination and Remuneration Committee administers these plan(s). The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee. Benefits and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, number of shares arising as a result of exercise of options, etc., as required under the Employee Benefits Regulations, is enclosed to this report as Annexure - G and is available on the website of the Company at www.sjsindia.com.

PROHIBITION OF INSIDER TRADING

Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company has adopted Insider Trading Code to regulate, monitor and report trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ("UPSI") relating to the Company.

The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of UPSI in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://www.sjsindia.com/ investors.html#policies.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going-concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Based on the internal financial controls and compliance systems framework established and maintained by the Company, along with the assessments conducted by internal, statutory, and secretarial auditors, including the audit of internal financial controls over financial reporting by statutory auditors, and reviews performed by management and relevant board committees, including the audit committee, the Board concludes that the Companys internal financial controls were sufficient and operational during the financial year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, your Directors confirm that there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016

No application has been made or any proceeding is pending under the IBC, 2016.

DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGEMENTS

The Directors extend their heartfelt gratitude to all the employees for their invaluable contributions to the Companys success. The Directors also express their sincere thanks to the members, employee unions, customers, dealers, suppliers, bankers, governments, and all other business partners for their unwavering support and trust in the Companys management.

For & on behalf of the Board of Directors

K.A. Joseph	Sanjay Thapar
Managing Director	Group CEO & Executive Director
DIN: 00784084	DIN:01029851
Place: Bengaluru
Dated: 08th May, 2025