KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes...<< Prices as on Oct 06, 2026 - 1:10PM >>  ABB India 7062.5  [ 2.63% ]  ACC 1186.6  [ 0.24% ]  Ambuja Cements 367.5  [ -0.14% ]  Asian Paints 2365.1  [ -0.28% ]  Axis Bank 1240.05  [ 1.32% ]  Bajaj Auto 10002.4  [ -0.30% ]  Bank of Baroda 234.65  [ 0.99% ]  Bharti Airtel 1785.3  [ 0.16% ]  Bharat Heavy 445.35  [ 4.15% ]  Bharat Petroleum 298.15  [ 0.56% ]  Britannia Industries 4812.95  [ 0.69% ]  Cipla 1330.65  [ -0.25% ]  Coal India 421.35  [ -0.86% ]  Colgate Palm 1782  [ 0.99% ]  Dabur India 382.2  [ 1.11% ]  DLF 669.05  [ -0.44% ]  Dr. Reddy's Lab. 1205.4  [ -0.22% ]  GAIL (India) 170  [ 1.49% ]  Grasim Industries 2969.1  [ -0.34% ]  HCL Technologies 1190.85  [ -0.76% ]  HDFC Bank 709  [ 0.57% ]  Hero MotoCorp 5070  [ -0.20% ]  Hindustan Unilever 1862.95  [ 1.25% ]  Hindalco Industries 945.15  [ 0.55% ]  ICICI Bank 1331.3  [ -0.13% ]  Indian Hotels Co. 728.05  [ 0.42% ]  IndusInd Bank 899.8  [ 1.98% ]  Infosys 1009.35  [ -1.00% ]  ITC 265.6  [ -1.10% ]  Jindal Steel 1075  [ -2.89% ]  Kotak Mahindra Bank 431.9  [ 3.75% ]  L&T 3750.8  [ 0.29% ]  Lupin 2014  [ 0.20% ]  Mahi. & Mahi 2848  [ -0.77% ]  Maruti Suzuki India 11563  [ 0.36% ]  MTNL 23.23  [ 0.09% ]  Nestle India 1300.55  [ 0.17% ]  NIIT 85.8  [ 2.50% ]  NMDC 74.22  [ 0.57% ]  NTPC 322.15  [ 0.26% ]  ONGC 223  [ -1.11% ]  Punj. NationlBak 112.9  [ 0.80% ]  Power Grid Corpn. 257.15  [ 0.06% ]  Reliance Industries 1205.9  [ 1.67% ]  SBI 959.5  [ 0.05% ]  Vedanta 263.95  [ 3.51% ]  Shipping Corpn. 284.7  [ -2.03% ]  Sun Pharmaceutical 1782.55  [ 0.03% ]  Tata Chemicals 619.05  [ 0.34% ]  Tata Consumer 949.9  [ -0.46% ]  Tata Motors Passenge 288.4  [ 0.02% ]  Tata Steel 179.2  [ 0.67% ]  Tata Power Co. 354.2  [ 0.91% ]  Tata Consult. Serv. 2095.7  [ -0.60% ]  Tech Mahindra 1510.8  [ -1.79% ]  UltraTech Cement 10830  [ -0.44% ]  United Spirits 1364.85  [ -0.38% ]  Wipro 160.9  [ -0.80% ]  Zee Entertainment 74.13  [ 0.93% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

JAI CORP LTD.

06 October 2026 | 12:59

Industry >> Plastics - Sheets/Films

Select Another Company

ISIN No INE070D01027 BSE Code / NSE Code 512237 / JAICORPLTD Book Value (Rs.) 86.59 Face Value 1.00
Bookclosure 21/09/2026 52Week High 173 EPS 9.64 P/E 9.29
Market Cap. 1572.35 Cr. 52Week Low 88 P/BV / Div Yield (%) 1.03 / 6.14 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the Forty-first Annual Report and the audited accounts for the year ended
31st March 2026.

FINANCIAL SUMMARY:

(' in Lakh)

Year Ended

Year Ended

31-03-2026

31-03-2025

Profit before Depreciation, Finance Costs,

Exceptional Items & Income -tax

19,495.94

9,384.40

Less: Finance Costs

13.86

15.81

Depreciation and Amortization Expense

766.99

736.53

Profit before Exceptional Items & Income-tax

18,715.09

8,632.06

Exceptional Items

141.33

-

Profit before Income-tax

18,573.76

8,632.06

Less: Provision for Taxation:

Current Tax

2,352.59

1,696.20

Deferred Tax Expense/ (Credit)

(145.10)

(128.99)

Income Tax Earlier Years

-

(140.67)

Net Profit after Tax from Continuing Operations

16,366.27

7205.52

Profit/ (Loss) before Tax from Discontinued Operations

(35.34)

(47.87)

Tax Expenses of Discontinued Operations

(8.48)

(12.39)

Net Profit/(Loss) after Tax from Discontinued Op.

(26.87)

(35.47)

Net Profit for the Year

16,339.40

7,170.05

Other Comprehensive Income (net)

(163.66)

302.20

Total Comprehensive Income

16,175.74

7,472.25

Statement of Retained Earnings

At the beginning of the year

60,359.00

54,082.04

Add: Profit for the year

16,339.40

7,170.05

Add: Transfer from FVOCI

-

179.15

Less: Dividend paid on Shares

(9,652.77)

(892.25)

Balance at the end of the year

67,225.62

60,359.00

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of the business of the Company during the year or subsequently.

SHARE CAPITAL:

The paid-up Share Capital of the Company remain unchanged during the year at ' 1,755.05 lakh. The Company
has not issued shares with differential voting rights, granted stock options sweat equity shares and none of the
Directors of the Company hold any such share or convertible instrument issued by the Company.

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the gross turnover of the Company’s Steel Division was ' nil as compared to the
previous year’s gross turnover of ' 0.30 crore. The Division reported a loss of ' 0.69 crore during the year under
review as against a loss of ' 1.20 crore of the previous year.

The Plastic Processing Division of the Company achieved a gross turnover of ' 503.87 crore as compared to the
previous year’s gross turnover of ' 511.64 crore. The Division reported a profit of ' 68.33 crore during the year
under review as against a profit of ' 65.98 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of ' 0.02 crore as compared to the previous
year’s gross turnover of ' NIL crore. The Division reported a profit of ' (0.35) crore during the year under review
as against a profit of ' (0.48) crore of the previous year. The operation of this Division has been discontinued,

and the Company is in the process of disposing of the
assets of this Division.

During the year under review, the production of Plastic
Processing Division increased to 40,326 MT from
39,425 MT during 2024-25.

The third-party production (job work) of GP/GC coils
and sheets is Nil during the 2025-26 and 2024-25. The
production of GP/GC coils and sheets is Nil during the
2025-26 and 2024-25.

AMOUNTPROPOSED TO BE CARRIED TO GENERAL
RESERVE AND AMOUNT RECOMMENDED TO BE
PAID BY WAY OF DIVIDEND
:

Your Directors have decided not to transfer any amount
to the General Reserve.

Your directors paid a special interim dividend for the
financial year 2025-26 of ' 5.00/- (500 per cent) per
equity share on 17,55,04,995 equity shares of face
value Re. 1/- each for the financial year ended 31st
March 2026. This amounted to ' 8,775.25 lakh. The
dividend was paid to those shareholders holding equity
shares on the record date of 1st August 2025. No
special interim dividend was recommended on 44,600
shares forfeited and not re-issued.

Your Directors have also recommended a dividend
of Re. 0.50/- (50 per cent) per equity share on
17,55,04,995 equity shares of face value Re. 1/- each
for the financial year ended 31st March 2026. This will
amount to ' 8,77.52 lakh and, if approved at the ensuing
41st Annual General Meeting, will be paid to members
whose names appear on the Register of Members on
the record date as mentioned in the Notice to the 41st
Annual General Meeting. In respect of shares held in
dematerialized form, it will be paid to members whose
names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited
as beneficial owners on the record date as mentioned
in the Notice to the 41st Annual General Meeting. No
dividend was recommended on 44,600 shares forfeited
and not re-issued.

Pursuant to the requirements of Regulation 43A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the “Listing
Regulations”), the Company has formulated a dividend
distribution policy and disclosed it on the website. The
Uniform Resource Locator (“URL”) for this Policy is:
http://www.iaicorpindia.com/pdf/Dividend-Distribution-
Policy.pdf
.

ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section
92 of the Companies Act, 2013 (“the Act”) can be
viewed on the Company’s website. The Uniform
Resource Locator (“URL”) for the Annual Return is :
http://www.iaicorpindia.com/investor/annualreports.
html.

NUMBER OF MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors and
one meeting of the Independent Directors of the
Company were held during the financial year 2025-26.
Further details in this regard are furnished in the
Corporate Governance Report given elsewhere in this
Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Virendra
Jain (DIN: 00077662) retires by rotation and being
eligible has offered himself for re-appointment at the
ensuing 41st Annual General Meeting. The Board, on the
recommendation of the Nomination and Remuneration
Committee, recommends the re-appointment of Mr.
Virendra Jain (DIN: 00077662) for the approval of the
members.

The present tenure of Mr. Dinesh D. Paliwal (DIN:
00524064) as Director- Works will end on 31st March
2027. The Board, on the recommendation of the
Nomination and Remuneration Committee has re¬
appointed Mr. Dinesh D. Paliwal (DIN: 00524064)
as the Whole-time Director with the designation of
Director- Works for a period of 3 (three) years with
effect from 1st April 2027, subiect to approval of the
members at the ensuing 41st Annual General Meeting.

Appropriate resolutions seeking members’ approvals
to the above are appearing in the Notice convening
the 41st Annual General Meeting. Brief resume of the
Directors proposed to be re-appointed, nature of their
expertise in specific functional areas and names of
public limited companies in which they hold directorship,
memberships/chairmanships of Board Committees,
are provided elsewhere in the Annual Report. The
Directors who are being re-appointed have intimated to
the Company that they are eligible for re-appointment.

During the year under review, Mr. Amit Kumar Mundra
(DIN: 01491934) was appointed as an additional
director of the Company in the category of independent
director for a term of 5 years w.e.f. 26th July 2025. His
appointment was approved by the members at the 40th
Annual General Meeting held on 26th September 2025.

The tenure of Ms. Shruti Anup Shah (DIN 08337714)
as an independent director ended on 29th June 2025.
She informed the Company that she preferred not to
continue for a second term as her limit of independent
directorships was getting exhausted and that there was
no other reason for not renewing her tenure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c)
read with 134(5) of the Act, it is hereby stated that:

(a) In the preparation of the annual accounts for
the financial year ended 31st March 2026, the
applicable accounting standards read with
requirements set out under Schedule III to the
Act have been followed and there are no material
departure(s) from the same.

(b) Appropriate accounting policies have been
selected and applied consistently and the Directors
have made judgments and estimates that are
reasonable and prudent, so as to give a true and
fair view of the state of the affairs of the Company
at the end of the financial year on 31st March 2026
and of the profit including total comprehensive
income of the Company for that period.

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

(d) The annual accounts for the financial year ended
31st March 2026 have been prepared on a ‘going
concern’ basis.

(e) Internal financial controls have been laid down
to be followed by the Company. The internal
financial controls are adequate and are operating
effectively.

(f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and are
operating effectively.

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

The Independent Directors have given their respective
declarations under Sections 149(7) and 150(3) of the
Act and under Regulation 25 of the Listing Regulations.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial
Standards have been duly followed by the Company.

COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178 OF THE
COMPANIES ACT 2013:

(a) Qualifications of directors:

(i) A candidate for executive directorship should
possess administrative skills and functional
experience or knowledge of the division or
department entrusted to such director. The
candidate should have strong attributes of a
leader and inter-personal skills to deal with the
Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent
director shall possess appropriate skills,
experience and knowledge in one or
more fields of finance, law, management,
sales, marketing, administration, research,
corporate governance, technical operations
or other disciplines related to the Company’s
business.

(b) Process of selection to the Board/ extending
invitation to a potential candidate:

One of the roles of the Nomination and
Remuneration Committee (“N&RC”) is to
periodically identify competency gaps in the Board,
evaluate potential candidates as per the criteria
stated above, ascertain their availability and make
suitable recommendation to the Board.

In selecting a suitable candidate as an independent
director, the N&RC will also look into the data
bank that is proposed to be set up pursuant to the
provisions of Section 150 of the Companies Act
2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates
in the event of resignation, retirement or demise
of an existing Board member. Based on the
recommendation of the N&RC, the Board through
its Chairman/ N&RC will then invite the prospective
person to join the Board as a director.

In case the shareholders recommend any person
as a director pursuant to the provisions of Section
151 of the Act and the Rules made thereunder,
the N&RC shall consider that candidate and
make suitable recommendation to the Board.
The procedure pertaining to appointment of small
shareholders’ director laid down in Rule 7 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction:

A new director will be given a formal induction and
orientation with respect to the Company’s vision,
core values, business operations, corporate
governance norms, financials etc. The Board will
carry out a continuous education of its members.

In respect of independent directors, as required
under Regulation 25(7) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations’), the Company will familiarize
them about the organization, their roles, rights,
responsibilities in the Company, nature of the
industry in which the Company operates, business
model of the Company, etc.

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee
remuneration payable to directors.

The executive directors including managing
directors are paid remuneration by way of salary,
perquisites, contribution to provident fund,

superannuation fund, gratuity, encashment of
leave etc. as per the terms of agreement entered
into with them and approved by the shareholders
pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for
attending each Board and/or Committee meeting
except for those committees where no sitting fee
is payable to attend the meetings. Such a fee shall
be fixed by the Board of Directors on receiving
recommendation in that respect from the N&RC.
Shareholder’s approval will be taken where the
same is mandated by the provisions of the Act
and/ or the Listing Regulations.

No commission is presently payable to the directors
and the Company has presently not granted any
stock option to its directors. Independent directors
are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive
directors:

The Company recognizes that non-executive
directors, particularly non-executive promoter
directors, also play a vital role in the business of the
Company. The non-executive promoter directors
contribute their time, energy, and expertise in
helping the Company garner business and run
its operations successfully, thereby ultimately
resulting in value addition to the Company.

It is fair that the expenses incurred by directors
exclusively for the purposes of the Company be
borne by the Company or be reimbursed to them.
Payment may be made on their behalf either by the
Company or be paid by them directly. Where the
concerned director seeks to claim reimbursement, he/
she is required to submit a claim along with relevant
particulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for
Directors, KMPs & Senior Management is available
at the website of the Company. The Uniform
Resource Locator (“URL”) for this Policy is:
www.
iaicorpindia.com/pdf/nomination_remuneration.pdf

AUDITORS AND AUDITORS’ REPORTS:

Pursuant to the provisions of the Act, approval of
the members was obtained to appoint Chaturvedi &
Shah LLP, Chartered Accountants (Registration No.
101720W/W100355 issued by the Institute of Chartered
Accountants of India) from the conclusion of the 37th
Annual General Meeting till the conclusion of the sixth
annual general meeting thereafter.

The Central Government approved the appointment of
Tadhani & Co., Cost Accountants as the cost auditor
for the financial year 2025-26. The Board has re¬
appointed Tadhani & Co. as the Cost Auditor for the
financial year 2026-27. The remuneration payable to

Tadhani & Co. is subject to approval of the members at
the ensuing 41st Annual General Meeting.

The Board has continued with the appointment of
Kakaria and Associates LLP, Chartered Accountants
as the Internal Auditor for the financial year 2026-27
under Section 138 of the Act. They carried out the
internal audit as per the scope approved by the Audit
Committee for the year 2025-26.

Pursuant to the requirements of Regulation 24A of the
Listing Regulations, Ms. Payal Chirag Thakkar of Payal
Kotak and Associates, Company Secretary in Whole time
Practice (Mem. No. A50018/ CoP 20944 issued by the
Institute of Company Secretaries of India) was appointed
as the Secretarial Auditor for a period of 5 years with effect
from 1st April 2025, at the 40th Annual General Meeting
held on 26th September 2025.

The Secretarial Audit Report issued pursuant to the
provisions of Section 204 of the of the Act and the
Secretarial Compliance Report issued pursuant to the
provisions of Regulation 24A of the Listing Regulations
are given in
Annexure- 1.

There are no qualifications, reservations or adverse
comments in the Standalone Auditors’ Report and the
Secretarial Audit and Compliance Reports.

The Auditor has expressed a qualified opinion in the
Consolidated Auditors’ Report and pursuant to the
provisions of Regulation 34(2) of the Listing Regulations.
Statement on Impact of Audit Qualifications is given in
Annexure- 2.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013:

The particulars of loans, guarantees or investments
under Section 186 of the Act are given in
Annexure- 3.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION
188 OF THE COMPANIES ACT 2013:

The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of Section
188 of the Act are given in Form AOC-2 in
Annexure- 4.

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 RELATE AND THE DATE OF THE
REPORT:

In terms of Section 134(3)(l) of the Act there are no
material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year and date of this
Report.

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

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation
of energy:
The Company has taken various
steps for minimization of energy consumption
by putting continuous efforts towards
optimization of operating and processing
activities, up-gradation of plant equipment
etc.

ii) the steps taken by the Company for
utilizing alternate sources of energy:
Nil

iii) the capital investment on energy
conservation equipment:
Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants, technology was fully absorbed
and the plants are being operated efficiently.

ii) the benefits derived like product
improvement, cost reduction, product
development or import substitution:

The Company produces quality products and
is constantly making efforts to reduce cost
and develop products so that it leads to import
substitution.

iii) In case of imported technology (imported
during the last 5 years reckoned from the
beginning of the financial year):

The details of

technology

imported

The year
of import

Whether the
technology
been fully
absorbed

If not fully absorbed
areas where this
has not taken place,
reasons thereof

(a)

(b)

(c)

(d)

Not Applicable

iv) the expenditure incurred on Research and
Development:
Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual
inflows during the year and the foreign exchange
outgo during the year in terms of actual outflows.

Particulars

31-03-2026

31-03-2025

1) FOB Value of Exports

4,562.68

5,183.54

2) CIF Value of Imports

32.68

12.17

3) Expenditure in Foreign

377.23

172.54

Currency

STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF A RISK MANAGEMENT
POLICY FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS OF
RISK, IF ANY, WHICH IN THE OPINION OF THE
BOARD MAY THREATEN THE EXISTENCE OF THE
COMPANY:

The Risk Management Committee took note of the
implementation of steps to identify, manage and
mitigate the risks affecting the Company as per the
Risk Management Policy.

The Audit Committee and the Board are also apprised
of the risks and the measures taken by the Company to
mitigate the same.

The Company has adequate insurance cover for the
normal business risks.

THE DETAILS ABOUT THE POLICY DEVELOPED
AND IMPLEMENTATION BY THE COMPANY
ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation
by the Company on Corporate Social Responsibility
(CSR) initiatives taken during the year are given in
Annexure- 5

The CSR Policy is available at the website of the
Company. The URL for this Policy is:
http://www.iaicorpindia.com/pdf/CSRPolicv.pdf

STATEMENT INDICATING THE MANNER IN
WHICH FORMAL ANNUAL EVALUATION OF
PERFORMANCE HAS BEEN MADE OF THE
BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:

An annual evaluation was carried out of the performance
of the Board, its committees and that of the individual
Directors. A structured questionnaire was prepared
covering various aspects of the Board’s functioning.
Input received from the Directors was suitably
incorporated in the questionnaire. Similar exercise was
carried out to evaluate the performance of individual
directors and that of the Committees. Performance
evaluation of Directors individually was carried out
by the Board, with the Director being evaluated
staying out. Independent Directors at their separate
meeting evaluated the performance of the Board, the
non-independent directors and the Chairman.
Performance of the Secretarial Department was also
included in the evaluation.

The Directors expressed their satisfaction at the
performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE
BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR:

During the year under review, Jaicorp Welfare Limited,
a wholly-owned subsidiary was struck-off from the
Register of Companies. Other than that, there is
no change in subsidiary, joint venture or associate
company.

PERFORMANCE AND FINANCIAL POSITION OF
EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT:

Highlights of the performance of subsidiaries,
associates and joint venture companies and their
contribution to the overall performance of the company
during the period under report is presented in
Form
AOC-1
given elsewhere in the Annual Report and is
not being reproduced here to avoid repetition.

Urban Infrastructure Holdings Private Limited
(“UIHPL”), an associate company, after obtaining
necessary approvals reduced its share capital by
over 99 per cent and paid to the Company ' 371.97
lakh towards return of capital and deemed dividend.
However, there is no change in the proportionate share
holding of the Company in UIHPL.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Act and in accordance
with Ind AS 110 - Consolidated Financial Statements
read with Ind AS 28 - Investments in Associates and
Ind AS 31 - Interests in Joint Ventures, the audited
consolidated financial statements are provided
elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED
UNDER CHAPTER V OF THE ACT AND DEPOSITS
WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE
COMPANIES ACT 2013
:

The Company has not accepted any deposit covered
under Chapter V of the Act nor any deposit not in
compliance with the requirements of Chapter V of the
Act.

THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

No order has been passed by any Regulator, Court or
Tribunal impacting the going concern status and the
Company’s operations in future.

The Hon’ble Bombay High Court passed an order
dated 31st January 2025 (“that Order”) wherein
the Court has ordered investigation by the Central
Bureau of Investigation (“CBI”) in relation to certain
complaints made by an individual against
inter alia the
Company, its subsidiaries and its Chairman. Pursuant
to that Order, the CBI has filed a First Information
Report (“FIR”) and the investigation is going on. The
Enforcement Directorate (“ED”) has also commenced
its own investigations pursuant to that Order. They
visited the Registered Office of a non-material wholly-
owned subsidiary company, Urban Infrastructure
Venture Capital Limited, that also houses the Corporate
Office of the Company and the respective residence
of the Chairman - Mr. Anand Jain, Vice-Chairman -
Mr. Virendra Jain and Managing Director - Mr. Gaurav
Jain and
inter alia seized cash from the residences of
Mr. Virendra Jain and Mr. Gaurav Jain. The Company
is extending its full cooperation to the authorities during
the investigations, as per applicable laws.

THE DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control
with reference to the financial statements. During the
year under review, such controls were put to test and
were found to be adequate.

INSOLVENCY AND BANKRUPTCY CODE AND
ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
There has not been any instance of one-time settlement
of the Company with any bank or financial institution.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OF THE COMPANIES ACT 2013
OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit
Committee or to the Board of Directors of the Company.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12)
of the Act reads with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the information sough thereat
is given in
Annexure- 6.

Neither the Managing Director nor the Director-Works
was paid commission from the Company, and they
did not receive any commission from any subsidiary
company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

A.

Top ten employees in terms of remuneration drawn:

Name, Age,
Qualification

Designation and Nature
of Employment Whether
contractual or otherwise

Remuneration
Received (in
')

Date of Joining and
experience

Particulars
of last

employment

Given in Annexure- 6

B.

Name of employee employed throughout the financial year ended 31st March 2026 and was in receipt of
remuneration not less than '1,02,00,000/- or more per annum:

Name, Age,
Qualification

Designation and Nature
of Employment

Remuneration
Received (in
')

Date of Joining
and experience

Particulars
of last

employment

Not Applicable

C.

Name of employee employed for part of the financial year ended 31st March 2026 and was in receipt of
remuneration not less than '8,50,000/- or more per month:

Name, Age,
Qualification

Designation and Nature
of Employment

Remuneration
Received (in
')

Date of Joining
and experience

Particulars
of last

employment

Not Applicable

D. Name of employee employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or manager and
holds by himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the Company.

There is no employee who was in receipt of remuneration in excess of that drawn by the managing director
or whole-time director or manager and holds by himself or along with his spouse and dependent children, not
less than two percent of the equity shares of the Company.

ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL RIGHTS, SWEAT EQUITY,
EMPLOYEE STOCK OPTION:

The Company has not issued any shares with
differential rights, sweat equity or as employee
stock options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent
Directors Mr. Kaushik Deva (Chairman),
Ms. Priyanka S. Fadia, Ms. Amita J. Jasani and
Mr. Amit Kumar Mundra. Non-executive Director,
Mr. Virendra Jain is the other member of the
Committee.

All recommendations made by the Audit Committee
were accepted by the Board.

COST AUDIT:

The maintenance of cost records as specified by
the Central Government under sub-section (1) of
Section 148 of the Act is required by the Company
and, accordingly, such accounts and records are
made and maintained.

INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review,
there were no complaints reported to the Board.

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial
and satisfactory during the year under review.

TRANSFER OF UNPAID/ UNCLAIMED
AMOUNTS TO IEPF
:

Pursuant to the provisions of Section 124 of Act,
the declared dividends which remained unpaid/
unclaimed for a period of 7 years along with all
shares in respect of such unpaid or unclaimed
dividends were transferred by the Company to the
Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant
to Section 125 of the Companies Act, 2013.
During the year under review, ' 5,71,060/- was
transferred as unpaid or unclaimed dividend and
31,378 equity shares were also transferred.

CORPORATE GOVERNANCE:

The Company is committed to maintaining highest
standards of corporate governance. Your Directors
adhere to the requirements of the Securities
and Exchange Board of India’s corporate
governance practices and has implemented all
the mandatory requirements. A separate section
on Corporate Governance forms part of the
Annual Report. A certificate from the statutory
auditors of the Company regarding compliance
of the requirements of Regulation 34(3) read with
Schedule V to the Listing Regulations is attached
to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
:

The Management Discussion and Analysis Report
portion of the Corporate Governance Report
for the year under review, as stipulated under
Regulation 34(3) read with Schedule V to the
Listing Regulations is given in
Annexure- 7.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability
Report for the year under review, as stipulated
under Regulation 34(2)(f) of the Listing Regulations
is given in
Annexure- 8.

OUTLOOK:

The Company is also taking steps to improve the
performance and efficiency of its existing manufacturing
businesses. Your directors are confident that the
Company will continue to flourish in these activities.

ACKNOWLEDGEMENT:

Your directors express their grateful appreciation
for the assistance and co-operation received from
banks, financial institutions, Government authorities,
customers, vendors and shareholders during the year
under review. Your directors also wish to place on
record their deep sense of appreciation for the services
committed by the executives, staff and workers of the
Company.

For and on behalf of the Board of Directors

Mumbai Anand Jain

30th May 2026 Chairman

DIN: 00003514