Jainco Projects (India) Ltd Directors Report

Your Directors are pleased to present their 34th Annual Report on the business and operations of your Company for the year ended 31st March, 2025.

FINANCIAL PERFORMANCE

Rs in Lakhs

Particulars	2025	2024
Total Revenue	73.80	22.08
Profit before Interest, Depreciation & Taxation	54.93	4.81
Interest/Finance Cost	52.79	-
Depreciation/ Amortization	1.17	4.53
Profit before tax	0.97	0.28
Less: Provision for Taxation	0.24	0.20
Profit after Tax	0.73	0.08
Less: Transferred to Statutory reserve	0.15	0.02
Net Surplus in P/L including brought forward	52.87	51.83
Statutory Reserve	12.95	12.95
Net Reserve and Surplus	65.67	64.78

REVIEW OF OPERATIONS

During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 54.93 lakhs against Rs. 4.81 lakhs in the previous year. Changes were due to higher revenue. DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future revenue enhancement plants for the coming year, which will enhance the profitability. Hence, your directors are not recommending any dividend for the Financial Year ending 2025.

STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR

The post COVID- 19 virus era has changed countries and businesses around the world. The NBFC sector, which has been going through a liquidity crisis since the IL&FS default in September 2018, and the resultant risk aversion on part of the debt markets and the banking system, came under further pressure on account of COVID-19. The Government of India and the RBI have responded swiftly, announcing sweeping measures to arrest the economic slowdown by facilitating credit flow to the affected sectors. Specific measures were also announced towards providing liquidity support to HFCs, NBFCs and MFIs. The RBI provided liquidity boost to these sectors through its TLTRO 2.0 operations worth Rs 50,000 Crores; special liquidity scheme of upto Rs 30,000 Crores; Partial Credit Guarantee Scheme of Rs. 45,000 Crores; and more recently Rs. 10,000 Crores through Additional Standing Liquidity Facility. We hope the economy will revive with the correction measures by regulators and also the Make in India boost. Hence we are prudently taking the decisions towards our funds and investments and monitise the opportunities.

Company General Information	The Company is registered in the State of West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L40300WB1991PLC053444. The Companys shares are listed in BSE under code 526865
Change in status of the company	Nil
Key business developments	Company is focusing on investments and making better use of the funds
Change in the financial year	Nil
Capital expenditure programme	No present Capital Expenditure plan
Details and status of acquisition, merger, expansion, modernization and diversification	No such immediate plan
Developments, acquisition and assignment of material Intellectual Property Rights	N.A.
Any other material event having an impact on the affairs of the company	The Covid situation has deeper impact in the market and company is not safeguarded from the same, the impact on value of investments and recoverability of has taken big hit.
	Also the long pending debtors have raised disputes on the claim of the company, legal actions has been initiated against majority.
Commencement of any new Business	During the financial year under review no new business commenced by the company

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been revised during Financial Year 2025 for any of the three Preceding financial year.

SHARE CAPITAL

a) Authorized Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /-each.

b) Issued Capital: Rs. 100000000/-(Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /-each.

c) Subscribed and Paid-up Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /-each.

During the financial under review, there was no further issue of share capital.

BOARD OF DIRECTORS

A detailed report on Board of Directors and various committee of Board is annexed as Annexure 1.

STATUTORY AUDITORS

SARKAR GURUMURTHY & ASSOCIATES, Chartered Accountants, having ICAI registration number (FRN: 03140627E/ M No : 051550) has been appointed in the AGM held on 29/09/2023 as Statutory Auditor for a period of 5 years i.e. until 37th AGM. The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

AUDITORS REPORT

The Board has duly examined the Statutory Auditors Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report. For the Financial year 2025, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under or Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALISIS REPORT

A detailed business outlay and Business Prospect in Current Year has already been discussed in above, further other matters are as follows: CAUTIONARY STATEMENT: Statement in this report, particularly those which relate to Management Discussion and Analysis, description of companys objective, estimates and expectations may constitute forward looking statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either. The Company takes no responsibility for any consequence of decisions made based on such statements and holds no obligation to update these in the future.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:

The Company has a risk management framework in place under which the management identifies and monitors business risks on a continuous basis which may threaten the existence of the Company and initiates appropriate risk mitigation steps as and when required. The Company periodically place before the Board the risk assessment and minimization procedures being followed by the company and steps taken by it to mitigate those risks through a properly defined framework. Further various risk management has been also discussed in Financial Statement Note 24.4 and 24.5.

CORPORATE GOVERNANCE

Your Company has followed good corporate governance practices since its inception and in accordance with the code of Corporate Governance. Pursuant to Regulation 27 of SEBI LODR with the Stock Exchanges, Corporate Governance report together with the certification from the companys auditors confirming the compliance of conditions on Corporate Governance is not applicable for the company as per the regulation 15 (2) (a) of Chapter IV of SEBI (LORD) Regulations, 2015 as the paid up capital of the company is Rs. 10 crore i.e. not exceeding Rs. 10 crore and the net worth is less than Rs. 25 crore as on the last date of previous financial year.

The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable on the Company, and therefore, disclosures as required under para C, D and E of Schedule V is not given for the financial year 2024-202 5.

CREDIT RATING OF SECURITIES

The company has not acquired any Credit rating from any agencies during the year. ANNUAL RETURN

As per MCA vide Notification dated 05.03.2021 The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not required to be prepared from Financial Year 2020-21 onwards hence not applicable. The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is made available on Companys website i.e. https://jainco.in/investors-2

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (SHW Act). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the SHW Act.

DEMATERILIZATION OF SHARES AND LIQUIDITY

The shares of the Company are under compulsory demat trading. The Company has made necessary arrangements with NSDL and CDSL for demat facility. As on 31st March, 2025, >91% (approx.) of the Companys Shares are dematerialized. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion and likely impact on equity: Nil

Dematerialization mandatory for effecting share transfers

SEBI has vide proviso to Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of the same, the Company shall not process any requests for transfer of shares in physical mode. Shareholders who desire to demat their shares can get in touch with any Depository Participant having registration with SEBI to open a demat account and follow the procedure for share transfers.

PARTICULARS OF EMPLOYEES AND CHANGES IN KMP

The remuneration paid to employees during the year was in affirmation to the remuneration policy of the company. The Company has no employee drawing remuneration in excess of the limits specified in section 197(12) of the Companies Act 2013 read with rule 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Changes in KMP during the year are as follows:

Shri Nilesh Chopra, Independent Director resigned as director on 01/10/2024 on completed of his term.

Shri Udit Maloo, Independent Director Join on 13/12/2024 & resigned as director on 11/03/2025

In terms of the provisions of sub rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (CARMP), no employee of the Company is drawing remuneration in excess of Rs. 8,50,000/- (Rupees Eight Lacs Fifty Thousand) per month or Rs. 1,02,00,000/- (Rupees One Crore Two Lacs) per annum. Further Director has not drawn any remuneration during the year, hence clauses is not applicable. Also there is no change in remuneration of Director, other KMP or employees during the year, hence CARMP 5(ii), (iii) & (viii) is not applicable.

The company has 4 permanent employee in its roll during the year.

Further as required under CARMP 5(xii) the director and employees of the company affirm that the remuneration paid to employees is as per the remuneration policy of the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY:

(a) Energy conversation measures taken: The Company is using LED lighting at its office spaces and other location also tried to deploy as found feasible. (b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently. (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during the year due to the measures at (a) above.

B. RESEARCH & DEVLOPMENT (R&D):

No Research& Development activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION:

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company had no Foreign Exchange earnings and Outgo during the year under review.

ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis. SAFETY: The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134/ Section 134(5) of the Companies Act, 2013, the Board of Directors of the company confirms 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 and loss 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; wherever any untoward incidences were found, necessary legal actions has been initiated.

(d) the directors had prepared the annual accounts on a going concern basis; and

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

(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.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

MATERIAL SUBSIDIARIES

The company has no material subsidiaries.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year except as allowed under Companies Act 2013 / in general course of business of the company as NBFC and covered in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Disclosures with respect to demat suspense account/ unclaimed suspense account:

Company does not require to open demat suspense account/unclaimed suspense account.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as wellas external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done as per the schedule defined by the management. The reports for the above are compiled and submitted to Board of Directors for review and necessary action.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The present financial position of your Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

SECRETARIAL AUDITORS

The Board has appointed DKS & Co., Company Secretaries, to conduct Secretarial Audit for the financial year. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure-2 to this Report. The qualification reservation or adverse remarks (if any) in secretarial Audit Report are self-explanatory .

SECRETARIAL STANDARDS

The Company is in compliance with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Calcutta Stock Exchange Ltd. (CSE), which is under process. The Company had already take approval from its shareholders for delisting from all other Stock Exchanges except exchange with nationwide connectivity.

OTHER MATTERS

Company has long back applied for delisting from The Calcutta Stock Exchange Ltd. (CSE), hence stopped payment of listing fees to CSE LTD.

NSE has wrongfully inserted the name of the company in the Promoter group of Xedd Telecom Limited (Liquidated Company). The management are taking steps to remove the name of the company from the promoter group of Xedd Telecom Limited.

Apart from the above the Company has complied with all the requirements of the Listing Agreements with Stock Exchanges as well as the regulations and guidelines of SEBI and other statutory authorities.

Wherever there was delay in some filings / regulatory compliance which was rectified and fees / late fees was also paid for regularisation of the same.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: NIL

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 along with the reasons thereof-Not Applicable.

It is stated that any disclosure of disputed amounts, liabilities, or claims in financial statements or in other report is made solely for compliance and disclosure purposes pending accounting treatment, and that such disclosure shall not, in any manner, be construed as an admission of liability or as an acknowledgment of debt within the meaning of the Limitation Act, 1963 or any other applicable law.

MAINTENANCE OF COST RECORDS

The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of theCompanies Act, 2013 in respect of Company

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

There are no significant and material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. Many ongoing litigations are filed against / by the company, financial impact of all these are not yet taken.

DISCLOSURE BY THE MANAGEMENT

Your Board has received confirmation from its managerial staff that they had no personal interest in any material, financial and commercial transactions of the company except as mentioned elsewhere in the report.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditor in their report

The Statutory Auditors have not given any Qualification, Reservation or made any adverse remarks or disclaimer in their Audit Report including reporting of fraud under section 143 of the Companies Act, 2013. The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self- explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report

There are no qualifications, reservations or major adverse remarks or major disclaimers in the Secretarial Audit Report. It has mentioned certain observations in its report as per Annexure which is self-explanatory for which the directors are taking due care to resolve the same at earliest as all of them are curable and due care is being taken that such points of compliance are not missed.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and the date of the report

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2025 and the date of this report affecting financial position of the Company except those which are mentioned in this report/ financial statement.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

	By order of the Board of Directors
	For JAINCO PROJECTS (INDIA) LIMITED
	(SUMIT BHANSALI)
Place: Kolkata	MANAGING DIRECTOR
Dated: 30/05/2025	DIN: 00361918