D) Terms / rights attached to Equity Shareholders:

The company has one class of equity shares having a par value of ' 1/- per share. Each shareholder is eligible for one vote per share held. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the assets of the company remaining after distribution of all preferential amounts in proportion of their shareholding.

E) Terms / rights attached to Preference Shareholders:

The Preference Shares have a face value of ' 1 per Preference Share.

The Preference Shares are non-cumulative in nature and non-convertible.

The Preference Shares holders have a right to a fixed preferential dividend of 2% per annum in priority to the dividend, if any, payable to equity shares subject to deduction of taxes at source if applicable. The Preference Shares shall not be entitled to participate in any profits in addition to the coupon rate mentioned above.

The holder of Preference Share shall have the right to vote in accordance with Section 47 of the Companies Act, 2013.

The Redemption of Preference shares shall be as per following terms:

i. ' 6 Crore shall be redeemed on 31^st March of every year commencing from 31^st March 2025 till 31^st March 2033

ii. In the interim period between 31^st March 2025 to 31^st March 2033, in case of sale of any capital asset, being investment property or property, plant and equipment (as disclosed in the PPE Schedule), as held by the Transferor Companies and Transferee Company, upto 75% of such realisation proceeds (net of taxes, as applicable) shall be utilised towards redemption of the preference shares, subject to provisions of the Companies Act, 2013. This clause is applicable only if the realisation proceeds on sale of capital asset (net of taxes, as applicable) exceeds ' 3.5 Crores in the given financial years.

iii. The balance amount, if any, after giving effect to clause (i) and (ii) above, if any, shall be redeemed by the Company on 31^st March 2034, as a final redemption of the preference shares.

iv. In the event of winding up of the Transferee Company, the holders of Preference Shares shall have a right to receive repayment of the capital paid-up and arrears of dividend, whether declared or not, up to the commencement of winding up, in priority to any payment of capital on the equity shares out of the surplus of the Transferee Company but shall not have any further right to participate in the profits or assets of the Transferee Company.

*Most of the issues of litigation pertaining to Central Excise/Income Tax are based on interpretation of the respective Law & Rules thereunder. Management has been opined by its tax consultant that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities which supports its contention. As such no material impact on the financials of the Company is envisaged.

**Other matter is related to stamp duty liability and penalty on same, adjudicated by Superintendent of Stamps, Gandhinagar in respect of old amalgamation matter for which management is reasonably confident of their positive outcome for nil liability.

Note : 32 Segment Information Note 32.1 Primary Segments :32.1 (a) Segment description :

Operating segments are reported in a manner consistent with the internal reporting provided to the Chairman and Managing Director who are responsible for allocating resources to and assessing the performance of operating segments. The Company had commenced new line of business activity in Inkjet Printers with effect from November, 2024. Accordingly, the Company has reported following business segments as primary segments as per the Ind AS 108, 'Operating Segments':

a) Colorants & Chemicals segment, which consists of manufacturing and trading of Dyestuffs, Digital ink,Textiles auxilliaries, Pigments, Pigment dispersion.

b) Inkjet Printers segment, which consists trading of Inkjet printers for digital printing.

32.1 (b) Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note 2 above, the accounting policies in relation to segment accounting are as under:

i. Segment revenue and expenses:

Segment revenue and expenses include the respective amounts identifiable to each of the segments. Unallocable items in segment results include income from bank deposits, dividend, profit on sale of investments, rent received and corporate expenses.

ii. Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of trade receivables, inventories and advance to vendors which are reported as direct off sets in the balance sheet. Segment liabilities include all operating liabilities and consists principally of creditors and accrued liabilities. The measurement of each segment's revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Company's financial statements.

Terms and Condition of Transaction with Related Party

The Transaction with related parties are made on terms equivalents to those that prevail in arm's length transactions. Outstanding balance at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31^st March, 2025, the company has not recorded any impairment of receviables related to amount owned by related parties. This assessment is undertaken each financial year through examing the financial position of the related party and the market in which the related party operates.

Business Combination under Common Control

Amalgamation of Jaysynth Dyestuff (India) Limited, Jaysynth Impex Private Limited with the company

The Composite Scheme of Arrangement amongst Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) vide order dated 17^th April, 2024. The Scheme became effective on 03^rd May, 2024 upon filing of the certified copy of the order passed by NCLT with the Registrar of Companies. The Appointed date of the Scheme was 1^st April, 2023 and in terms of the Scheme all the assets, liabilities, reserves and surplus of the Transferor Companies have been transferred to and vested in the Transferee Company during the previous year.

Consequent on the Scheme coming into effect and in accordance with the Share Exchange ratio as provided in the Scheme, on 21^st May, 2024, the Company has considered and approved allotment of 12,16,55,800 fully paid up Equity Shares of ' 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Noncumulative Non-participating Preference Shares of ' 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited.

Accordingly, the Company has alloted the aforesaid shares to the eligible shareholders as on the 'Record Date' fixed for the said purpose.

Note 38 : Additional disclosure under the regulatory requirements:

a) In the opinion of the Board and to the best of their knowledge and belief, the realisable value of current assets, loans and advances in the ordinary course of business would not be less than the amount, at which they are stated in the Balance Sheet unless otherwise stated, and the provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.

d) Transaction with Struck off Companies:

The Company has reviewed transactions to identify if there are any transactions with struck off companies. To the extent information is available on struck off companies, there are no transactions with struck off companies.

e) Title deeds of leased assets held in the name of the Company:

The title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at balance sheet date.

f) The Company has used funds borrowed for the specific purposes only for the purposes which it has been borrowed.

g) With reference to Schedule 18 - Borrowings of financial statements for the year ended March 31,2025, we confirm that all charges created / satisfied during FY 2024-25 have been registered with the Ministry of Corporate Affairs.

( ' IM idKMS)

h) The Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

i) No proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder.

j) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

k) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

l) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017

m) During the year under review, the Company had allotted 12,16,55,800 fully paid up Equity Shares of INR 1/- each to eligible shareholders of Erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible NonCumulative Non-Participating Preference shares of INR 1/- each to eligible shareholders of Erstwhile Jaysynth Impex Private Limited, pursuant to Composite Scheme of Arrangement ('Scheme') sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated 17^th April, 2024. The Trading approval for dealing in the aforesaid Equity shares allotted was received from BSE w.e.f. 10^th July, 2024.Further, Pursuant to the Scheme the name of the Company changed from 'JD Orgochem Limited' to 'Jaysynth Orgochem Limited' with effect from 03^rd July, 2024.

n) The Company has effected alterations to the main object clause and other incidental object clause of the Memorandum of Association ("MOA") through special resolution passed through Postal Ballot dated 16^th August, 2024 to include activities to be undertaken by the Company from time to time. Subsequent to this, the Company is commencing trading activities in Digital Printing Solutions as an additional business activity to its current business activity of Dyes, Dyes intermediates, Auxiliaries, Pigments, Pigments dispersion and Inks for digital printing. Accordingly, the Company has identified two operating segments i.e. Colorants & Chemicals and Inkjet Printers in accordance with the Indian Accounting Standard ('IND AS') 108 on Operating Segments. The Company had commenced new line of business activity in Inkjet Printers with effect from November 2024.

o) Previous year's figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.