Your directors have pleasure in presenting the 78th Annual Report on the affairs of the Company together with the Audited Statement of Accounts of Jainex Aamcol Limited (the "Company"), for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE

The financial performance of the company for the Financial Year 2025-26 in comparison to the previous financial year 2024-25 are summarized below:

(Amount in Lakhs)

2. STATE OF COMPANY'S AFFAIRS

During the year under review, there was increase in the turnover of the Company as compared with the previous year i.e. from Rs. 2378.73 Lakhs to Rs. 2671.76 Lakhs.

The Company has reported Net Profit of Rs. 139.15 Lakhs against Net profit of Rs. 34.49 Lakhs in the previous year.

3. TRANSFER TO RESERVES

The Company has earned profits during the financial year 2025-26, but the Board of Directors of your Company, have decided not to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL

The Paid-up Share capital as on March 31, 2026 was Rs. 2,24,45,070/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

Rights Issue and Allotment of Equity Shares

During the financial year under review, pursuant to the Rights Issue of the Company in accordance with the Letter of Offer dated November 14, 2025, filed with the Stock Exchange, the Rights Issue opened for subscription on December 01, 2025 and closed on December 10, 2025 for the existing shareholders of the Company whose names appeared in the records as on the record date i.e., November 20, 2025.

The Board of Directors at its meeting held on December 10, 2025, approved the allotment of 7,48,169 Equity Shares of face value of Rs.10/- each at an issue price of Rs. 120/- per Equity Share to the successful applicants. The said Equity Shares were allotted in dematerialized form and credited directly to the respective allottees' depository accounts.

5. DIVIDEND

To conserve the funds for future business growth, your Directors have not recommended any dividend on equity shares in respect of the financial year 2025-26.

Your Directors have embarked on the Next Phase of Expansion to add more products to the Gear Cutting Tools Basket which have good export potential. This is expected to be complete in 2027. Post this expansion Your Directors hope to pay regular Dividends to the Shareholders

6. PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are neither unpaid/unclaimed deposits nor any default in repayment thereof.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company has no Subsidiary or Joint Venture Companies. However, the Company is an Associate Company of Jainex Foods Private Limited.

8. BOARD MEETINGS

During the year under review, 10 (Ten) Board Meetings were held on 01st April, 2025, 17th April, 2025, 27th May, 2025; 02nd July, 2025, 11th August, 2025; 05th November, 2025; 14th November, 2025, 24th November, 2025, 10th December, 2025 and 13th February, 2026.

9. COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee/ Nomination & Remuneration Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

11. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 is hosted on the Company's website viz. https://www.jainexaamcol.com.

12. LOAN FROM BODY CORPORATE

Particulars of loan from Body Corporate are provided in Note No. 13 and Note No. 16 of the financial statements.

13. LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in Note No. 13 of the financial statements.

14. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the Financial Year under review, the Company has not provided any loans

and not made any investment, neither given any guarantee nor provided any security.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The Company has adopted new technologies and corrective measures to cope up with the current market situations. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The Company had Foreign Exchange earnings/outgo during the year under review.

The Foreign Exchange earned in terms of actual inflows during the financial year 2025-26 is Rs. 540.25 Lakhs.

The Foreign Exchange outgo in terms of actual outflows during the financial year 2025-26 is Rs. 1120.27 Lakhs.

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as "Annexure A" which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for reappointment at the AGM. Ms. Bharati Bafna (DIN: 01089137), Director, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and she being eligible has offered herself for reappointment. The Board of Directors recommends her re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

2. During the year under review, Mr. Kunal Bafna, Whole-time Director, who was eligible to retire by rotation, was re-appointed as a director at the 77th Annual General Meeting held on September 17, 2025.

3. The Company has received individual declaration from all the Independent Director(s) of the Company under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Mr. Daljeet Singh Saluja (DIN: 02009609) was appointed as an Additional Director designated as Non-Executive Independent Director on the Board of the Company with effect from 01st April, 2025 for the first term of five consecutive years. Subsequently, the Members of the Company appointed him as a Non-Executive Independent Director at the Annual General Meeting held on 17th September, 2025, to hold office for a term of five consecutive years commencing from 01st April, 2025.

5. Mr. Prashant Chintaman Wadile (DIN: 08010243) was appointed as an Additional Director designated as Whole-time Director on the Board of the Company with effect from 01st April, 2025 for the first term of three consecutive years. Subsequently, the Members of the Company appointed him as a Whole-time Executive Director at the Annual General Meeting held on 17th September, 2025, to hold office for a term of three consecutive years commencing from 01st April, 2025.

6. The term of Mr. Kunal Bafna (DIN: 00902536) as Whole-time Director expired on 07th October, 2025. Pursuant to the recommendation of the Board of Directors and the Nomination and Remuneration Committee, the Members of the Company re-appointed Mr. Kunal Bafna as Whole-time Director of the Company for a further period of three years, commencing from 08th October, 2025 and ending on 07th October, 2028, at the Annual General Meeting held on 17th September, 2025, on such terms and conditions and at such remuneration, benefits and perquisites as approved by the Nomination and Remuneration Committee.

7. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, members of the Company have re-appointed Mr. Sachindra Misra (DIN: 08943363) as an Independent Non-Executive Director of the Company for a second term of 5 (five) consecutive years commencing from June 30, 2026, at the AGM held on 17/09/2025.

8. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company approved the reappointment of Mr. Murli Dhar Motwani (DIN: 09264470) as an Independent Non-Executive Director of the Company for a second term of five consecutive years, commencing from 03rd August, 2026, at the Annual General Meeting held on 17th September, 2025.

None of the Directors are disqualified for appointment under Section 164 of the

Companies Act, 2013.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013,

Directors of your Company hereby state and confirm that:-

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2026 and of the profit and loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

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

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

18. EXPANSION OF BUSINESS

The Company, under the guidance of its Board of Directors and management, has

substantially completed its Expansion Project. The project is expected to strengthen

the Company's manufacturing capabilities and enhance its operational efficiency by:

1) Increasing the installed capacity of the existing product portfolio;

2) Enabling the production of new products, including Shaper Cutters, Master Gears and Skiving Cutters;

3) Improving the quality of Big Module Hobs and Worm Wheel Hobs; and

4) Enhancing overall production efficiency.

Your Directors have embarked on the Next Phase of Expansion which will add more products to the Gear Cutting Tools Basket. This Expansion will be completed within the current Financial Year. The funds for the expansion shall be be met by Internal Accruals, Loans from Promoters and Loan from Banks. 4 machines shall be acquired form overseas and 2 CNC machines shall be acquired Locally at a cost of Approx 10 Crores. This would enable the Company to increase it's turnover substantially.

During the year under review, the civil construction for the project was completed, and all the machinery required for the expansion was installed. Trial production has been successfully carried out, and commercial production of certain products has commenced. The remaining product lines are expected to commence commercial production in a phased manner, based on production schedules and market requirements.

The Board believes that the successful implementation of the Expansion Project will significantly enhance the Company's production capacity, improve product quality, broaden its product portfolio and strengthen its competitive position in the market.

19. AUDITORS

M/s. R K Jagetiya & Co., Chartered Accountant (Firm Registration No. 146264W) as the Statutory Auditors of the Company, was appointed for a term of 5 years from F.Y. 2023-24 to 2027-28 by the members at the 75th AGM of the Company held on September 30, 2023.

20. AUDITORS REPORT

The Auditors' Report for the financial year 2025-26 does not contain any adverse remarks, qualifications or reservation or disclaimer, which required explanation / comments by the Board. The notes on financial statements referred to in the Auditors Report are self-explanatory.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Regulation 24A of LODR Regulations read with SEBI notification dated December 12, 2024, and other applicable provisions, the Company can appoint a peer reviewed firm as secretarial auditors for not more than two (2) terms of five (5) consecutive years. On the basis of recommendations of the Audit Committee, the Board of Directors, at its meeting held on August 11, 2025, approved the

appointment of M/s. Prabhatratna Pandey & Co, Company Secretaries (Membership No.: A73483) as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. The members of the Company appointed M/s. Prabhatratna Pandey & Co, Company Secretaries (Membership No.: A73483) as secretarial auditors of the Company to hold office for a term of five consecutive years at the AGM held on 17/09/2025.

M/s. Prabhatratna Pandey & Co, Company Secretaries has given their consent to act as Secretarial Auditors of the company and confirmed that their aforesaid appointment (if approved) would be within the limits specified by Institute of Company Secretaries of India. Furthermore, in terms of the amended regulations, M/s. Prabhatratna Pandey & Co, has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. The Secretarial Audit Report is annexed to this report as Annexure-B (Form MR-3).

22. DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

23. LISTING OF SHARES

The Company's equity shares continue to be listed on The Bombay Stock Exchange Ltd (BSE).

24. UNCLAIMED AND UNPAID DIVIDENDS

The 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).

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2025-26 under review, all contracts / arrangements / transactions entered by the Company were in ordinary course of business and at arm's length basis. The Company had not entered into material related party

transactions which could have had a potential conflict with the interests of the Company and hence, enclosing of Form AOC-2 is not required. Particulars of Related Party Transactions of the Company are provided in Note No. 30 of the financial statements.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

27. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as "Annexure C".

28. COMMITTEES OF BOARD

Following are the committees which are constituted by the Company:

A. AUDIT COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the Board reconstituted the Audit Committee on April 17, 2025, comprising of the following members:

B. NOMINATION AND REMUNERATION COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the appointment of Mr. Daljeet Saluja as an Independent Director

effective April 1, 2025, the Board reconstituted the Nomination and Remuneration Committee on April 17, 2025, comprising of the following members:

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel and the same has been uploaded on company's website. Nomination & Remuneration Policy is annexed to this report in "ANNEXURE C".

C. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED DISCLOSURE.

The Board of Directors having an Anti-Sexual Harassment Committee comprising of following members.

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of cases pending for more than ninety days: NIL

D. STAKEHOLDERS RELATIONSHIP COMMITTEE AND RELATED DISCLOSURE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh Mulraj Popat as an Independent Directors on March 31,2025, and consequent to the appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the Board reconstituted the Stakeholders Relationship Committee on April 17, 2025, comprising of the following members:

29. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

30. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Friday, February 13, 2026, inter-alia, to discuss:

I. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

II. Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

III. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

31. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns.

33. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

35. COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

36. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products/services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under "Annexure D", which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Companies by Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with section as "Annexure E".

39. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

40. ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to IND AS.

41. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

43. CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulations 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force with effect from 01st December, 2015 as the Paid-up Share Capital of the Company is less than Rs. 10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial Results of the Company for the quarter and year ended March 31, 2026.

44. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

45. PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board of Directors, its committees and individual Directors ("Policy"). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprised of the following key areas:

i. the role of a Board Members is clearly defined and understood;

ii. the Board has ensured that the organization's accomplishments and challenges are communicated to Members and Stakeholders;

iii. the spread of talent within the Board reflects the Company's needs;

iv. all Board Members bring valuable skill and experience to the Company;

v. the composition of the Board is sufficient to carry out the work required of it;

vi. the matters relating to the Company are discussed in a structured manner;

vii. the Board knows and understands the Company's mission, vision and strategy; the Board's Meeting agenda clearly reflects strategic plan or priorities;

viii. the Board papers contain the correct amount and type of information;

ix. all Board Members participate in important Board discussions;

x. the Board knows and keeps abreast of trends and issues affecting the market in which the Company competes

xi. the Board understands the business it is governing;

xii. the Board Members actively engage in networking for the benefit of the Company;

xiii. the Board Members have sufficient financial skills to ensure that the Board can discharge its governance responsibilities;

xiv. the Company have relevant internal reporting and compliance systems;

xv. the Board Members are aware of their risk assessment duties as Directors;

xvi. there is a clear understanding of the Company's business risk;

xvii. the Board encourages Directors to pursue opportunities for personal development;

xviii. the Board have a succession plan in place for the Directors, KMP and Senior Management Personnel;

xix. responsibilities have been effectively delegated amongst the Executive Directors, KMP and Senior Management Personnel;

xx. There is good communication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of Board

of Directors inter-alia comprised of the following key areas:

i. the Committees have been constituted in compliance with the requirement of Listing Regulations and the Companies Act, 2013 read with the Rules there under;

ii. the role/terms of reference of the Committee Members is clearly defined and understood;

iii. the composition of the Committee is sufficient to carry out the work required of it;

iv. the Committee knows and understands the Company's mission, vision and strategy;

v. the Committee's Meetings are properly conducted and agenda papers contain the correct amount and type of information;

vi. all Committee Members participate in discussion making;

vii. the Committee Members have sufficient skills to ensure efficient discharge of responsibilities;

viii. There is good communication between the Committees and the Board.

ix. the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia comprised

of the following key areas:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising their duties;

iii. exercise their responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to their professional obligations for informed and balanced decision making;

v. assist the Company in implementing the best corporate governance practices;

vi. strive to attend all Meetings of the Board of Directors and of the Board committees of which they are members;

vii. moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholder's interest;

viii. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk Management are robust and defensible;

ix. strive to safeguard the interests of all stakeholders, particularly the minority shareholders;

x. balance the conflicting interest of the stakeholders;

xi. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts;

xii. keep themselves well informed about the Company and the external environment in which it operates;

xiii. participate constructively and actively in the committees of the Board in which they are chairpersons or members;

xiv. strive to attend the general Meetings of the Company;

xv. acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

xvi. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

xvii. ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

xviii. report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any;

xix. maintain confidentiality of information such as commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law;

xx. abide by Company's Memorandum and Articles of Association, Company's policies and procedures including code of conduct, insider trading guidelines etc;

xxi. they express concerns about the running of the Company or a proposed action and ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that the concerns are recorded in the Minutes of the Board Meeting;

xxii. develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior Management of the Company;

xxiii. fairly contribute towards proper functioning of Board or Committees of the Board.

The evaluation framework for assessing the performance of Independent Directors inter-alia comprised of the following key areas:

i. satisfy the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations;

ii. help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk Management, resources, key appointments and standards of conduct;

iii. bring an objective view in the evaluation of the performance of Board and Management;

iv. actively scrutinize the performance of Management in Meeting agreed goals and objectives and monitor the reporting of performance;

v. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

vi. contribute to determine appointment and remuneration of executive Directors, Key Managerial Personnel (KMP) and senior Management;

vii. exercise objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.

In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas.

46. INDEPENDENT DIRECTORS

In accordance with Section 149 (7) of the Companies Act, 2013, and Regulation 16(1)(b) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

47. GENERAL

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any onetime settlement with any Bank or Financial Institution during the year under review.

48. ACKNOWLEDGEMENTS

Your directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, their employees, regulatory authorities and its bankers. Your directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.