Your Directors are delighted to present the 04^th Annual Report of your Company along with the
Audited Financial Statements for the Financial Year 2024-25.

1. Financial summary or highlights/Performance of the Company:

The Standalone and Consolidated Financial Results of the Company during the Financial Year
ended on 31^st March, 2025 are as under:

• On 31^st March 2025 the Company filed the Draft Red Herring Prospectus ("DRHP")
with the Securities and Exchange Board of India (SEBI), BSE Limited and the National
Stock Exchange of India Limited in connection with the proposed Initial Public
Offering (IPO) of its equity shares. The Company has received in-principle approvals
from both BSE and NSE on 03^rd June 2025 for the IPO and the Company has also
received the observation letter from the Securities and Exchange Board of India. In
accordance with SEBI's observation letter, the Company is in the process of
incorporating the requisite changes and is preparing to file the Updated Draft Red
Herring Prospectus ("UDRHP") with SEBI and the Stock Exchanges shortly. Following
the completion of this process and receipt of necessary approvals, the Company will
proceed with the filing of the Red Herring Prospectus ("RHP") with SEBI, the Stock
Exchanges and with the Registrar of Companies (RoC) for the purpose of launching
the IPO.

3. Overview of the Company

With a rich legacy spanning seven decades, Jain Metal Group has established itself as a pioneer
in the recycling and production of non-ferrous metals in India. We are the India's largest and
fastest-growing non-ferrous metal recycling business, in terms of revenue for Fiscal 2024, Fiscal
2023 and Fiscal 2022. The group's success can be attributed to its state-of-the-art infrastructure
and capabilities to handle multiple products in recycling at a single location, as well as its
extensive global network for sourcing recyclable materials. Our Company was originally
constituted as a partnership firm in the year 1953 under the name of Jain Metal Rolling Mills
which was reconstituted vide partnership deed dated April 1, 1993, and subsequently
converted into our Company on February 25, 2022, as a private limited company under the
Companies Act, 2013. Subsequently the company converted from a Private Limited Company
to a Public Limited Company on 25th February 2025. We commenced our recycling operations
under our erstwhile partnership firm in the Fiscal year 2013.

We are primarily focused on manufacturing of non-ferrous metal products by way of recycling
of non-ferrous metal scrap. Our product portfolio comprises of (i) lead and lead alloy ingots;
(ii) copper and copper ingots; and (iii) aluminium and aluminium alloys. Our Company is
amongst the two recycling companies in India to get its lead ingot registered as a brand by the
London Metal Exchange which provides the Company a distinct advantage of access to a
broader customer base by offering products compliant with international quality standards
along with the benefit of LME reference pricing with respect to supply of its products in global
markets.

We also partnered with M/s Ikon Square Limited UAE ("ISL"), by way of acquiring 70% in
Jain Ikon Global Ventures (FZC) a free zone company registered in Sharjah, UAE (hereinafter
referred as "JIGV"), resulting JIGV in becoming our subsidiary. The acquisition was
undertaken for the purposes of setting up our gold refining facility at Sharjah UAE that
commenced refining of gold in the month of August 2024. Based on a detailed review of the
financial and operational position of Jain Ikon Global Ventures, and after due consideration of
the prevailing circumstances, it has been decided to initiate voluntary liquidation proceedings
in accordance with the applicable laws and regulations of the United Arab Emirates and the
SAIF Zone. The same has been approved by the Board at its meeting held on August 24,2025.

Our key raw materials include: (i) lead scrap rains, lead scrap rinks, lead scrap relay and lead
scrap radio for lead products; (ii) copper scrap druid, copper scrap berry and copper scrap
birch for copper products; (iii) aluminium scrap tread, aluminium scarp talon and aluminium
scrap tense for aluminium products. Our recycling operations are vertically integrated with
end-to-end recycling processes wherein raw materials are procured both domestically and
internationally. Over the last three Fiscals, the Jain Metal Group has sourced raw materials
from more than 120 countries. As a process, the raw material scrap is sorted based on type and
quality followed by pre-processing steps including sorting, stripping, smelting, shredding,
granulation followed by melting of scrap for alloying and refining to achieve the desired purity
levels and quality. The refined scrap is then cast into forms such as ingots, billets, or other
shapes and thereafter the final products undergo quality control tests to ensure that they meet
industry standards and customer specifications.

We operate through our three recycling facilities located at SIPCOT Industrial Estate,
Gummidipoondi, Chennai engaged in recycling: (i) copper scrap birch and copper scrap druid
(hereinafter known as "Facility 1"); (ii) lead scrap including lead scrap radio, lead scrap relay,
lead scrap rains, lead scrap rinks and copper scrap including copper scrap birch, copper scrap
druid, (hereinafter known as "Facility 2"); and (iii) aluminium scrap including aluminium
scrap tread, aluminium scarp talon and aluminium scrap tense (hereinafter known as "Facility
3" and collectively with Facility 1 and Facility 2 referred to as "Recycling Facilities"). Further,
we have commenced gold refining operations through our subsidiary, JIGV at the facility
situated at Sharjah Airport International Free Zone (SAIF-Zone), UAE from on August 19,2024
("Refining Facility" and along with Recycling Facilities collectively referred to as the
"Facilities"). We operate Facility 1 and Facility 2 through our Company and Facility 3 through
our subsidiary JGTPL.

4. Transfer to Reserves

Pursuant to amalgamation of Jain Recycling Private Limited with the Company during the year
under review, the Company has created Amalgamation Reserve amounting to Rs. (200.53)
Millions.

5. Dividend

Though the Company has earned profits, your directors do not recommend any dividend for
the year under review, as they intend to retain the profit in the business keeping in view the
future growth plans of the Company.

6. Scheme of Arrangement and Amalgamation

During the year under review, the Hon'ble National Company Law Tribunal (NCLT),
Chennai Bench, vide its order dated 21^st January 2025, sanctioned the Composite Scheme of
Arrangement and Amalgamation ("Scheme") under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, between Jain Recycling Private Limited (Transferor
Company), Jain Resource Recycling Limited (Formerly Known as Jain Resource Recycling
Private Limited) (Transferee Company) and their respective shareholders. The Scheme, inter
alia, provided for the amalgamation of the Transferor Company with and into the Transferee
Company, redemption of the Optionally Convertible and Redeemable Preference Shares,
allotment of equity shares to the shareholders of the Transferor Company in accordance with
the approved share exchange ratio, and consequential revision of the authorised share capital
of the Transferee Company.

Subsequent to the receipt of the NCLT order, the Board of Directors, in its meeting held on
31^st January 2025, approved the implementation of the Scheme, which became effective on the
same date.

7. Change in the Share capital of the Company.

During the year, the Company undertook several significant changes in its share capital
structure in compliance with the provisions of the Companies Act, 2013 and other applicable
laws. The details are as follows:

Pursuant to the Composite Scheme of Arrangement and Amalgamation ("Scheme") between
Jain Recycling Private Limited (Transferor Company) and Jain Resource Recycling Limited
(Formerly Known as Jain Resource Recycling Private Limited) (Transferee Company), as
sanctioned by the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, vide its
order dated January 21,2025, and made effective on January 31, 2025:

1. Redemption of Preference Shares:

The 0.01% Optionally Convertible and Redeemable Preference Shares (OCRPS) held by KSJ
Infrastructure Private Limited, being the sole OCRPS allottee, were fully redeemed and
cancelled by returning an amount of Rs. 30,00,16,000/- (Rupees Thirty Crores and Sixteen
Thousand Only) equivalent to Rs. 136/- (Rupees One Hundred and Thirty-Six) per preference
share.

2. Revision of Authorised Share Capital:

The authorised share capital of the Company was deemed to be increased and altered, without
any further act or deed, from Rs. 40,00,00,000 (Rupees Forty Crore) to Rs. 42,50,00,00 (Forty-
two Crore fifty Lakhs) comprising of Rs. 40,00,00,000 (Rupees Forty Crore) divided into

4.00. 00.000 (Four Crore) equity shares of Rs. 10/- (Rupees Ten Only) each and Rs. 2,50,00,000
(Rupees Two Crore Fifty Lakh) divided into 25,00,000 (Twenty-Five Lakh) 0.01% Optionally
Convertible and Redeemable Preference share Capital of Rs. 10 (Rupees Ten Only) each to Rs.

62.50.00. 000 (Rupees Sixty-Two Crores Fifty Lakhs only) divided into 6,25,00,000 (Six Crores
Twenty-Five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only) to Rs. 62,50,00,000
(Rupees Sixty-Two Crores Fifty Lakhs only) comprising of 6,25,00,000 equity shares of Rs. 10/-
each.

Further, considering the Company's proposal to undertake a rights issue, and to ensure
adequate headroom for issuance of additional equity shares, the Board of Directors, in its
meeting held on February 25,2025 and the shareholders in their meeting held on February 26,
2025, approved an increase in the authorised share capital of the Company from
Rs. 62,50,00,000 (Rupees Sixty-Two Crores Fifty Lakhs only) divided into 6,25,00,000 (Six
Crores Twenty-Five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only) to
Rs. 82,50,00,000 (Indian Rupees Eighty-Two Crores Fifty Lakhs only) divided into 8,25,00,000
(Eight Crores Twenty-Five Lakhs only) equity shares of Rs. 10/- each (Rupees Ten only) by
addition of 2,00,00,000 (Two Crores only) equity shares of Rs. 10/- each (Rupees Ten only).

Further, the Board of Directors, in its meeting held on March 17,2025 and the shareholders in
their meeting held on March 03, 2025, approved the sub-division of authorised share capital
from Rs. 82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs only) divided into 8,25,00,000
(Eight Crores Twenty-Five Lakhs only) Equity Shares of Rs. 2/- each (Rupees Two only) to
Rs. 82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs only) divided into 41,25,00,000 (Forty-
One Crores Twenty-Five Lakhs only) equity shares of Rs. 2/- each (Rupees Two only).

3. Amalgamation of Transferor Company:

Jain Recycling Private Limited stood amalgamated with and into Jain Resource Recycling
Limited (Formerly Known as Jain Resource Recycling Private Limited) and was dissolved
without winding up, with effect from the appointed date (i.e. April 1, 2024).

4. Allotment of Equity Shares

a. Pursuant to the Scheme of Arrangement and Amalgamation: 2,12,14,393 equity shares
of Rs. 10/- each were allotted as under:

• 2,11,93,200 shares to Mr. Kamlesh Jain

• 21,193 shares to Mr. Mayank Pareek.

b. Rights Issues:

On 11 March 2025, 2,40,776 equity shares of Rs. 10/- each were allotted at an issue
price of Rs. 78/- per share (Rs. 10 face value Rs. 68 premium).

On 12 March 2025, 1,89,232 equity shares of Rs. 10/- each were allotted at an issue
price of Rs. 78/- per share (Rs. 10 face value Rs. 68 premium).

During the year under review, the Company raised funds through the issue of
unsecured, Optionally Fully Convertible Debentures ("OFCDs") on a private
placement basis. On 8^th August 2024, the Company allotted 10,000 OFCDs of face
value Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating to Rs. 100 crore
(Rupees One Hundred Crore only) — 5,000 OFCDs to Suryavanshi Commotrade
Private Limited and 5,000 OFCDs to Bengal Finance and Investment Private Limited.

Subsequently, on 17^th August 2024, a further 3,000 OFCDs of face value Rs. 1,00,000/-
(Rupees One Lakh only) each, aggregating to Rs. 30 crore (Rupees Thirty Crore only),
were allotted to Mcjain Infoservices Private Limited.

On 13^th March 2025, pursuant to the exercise of the conversion option by the
respective holders, the Company allotted an aggregate of 20,36,776 fully paid-up
equity shares of Rs. 10/- (Rupees Ten only) each at a conversion price of Rs. 638.26
per share (comprising Rs. 10/- face value and Rs. 628.26 premium), consisting of
15,66,750 shares on conversion of 10,000 OFCDs and 4,70,026 shares on conversion of
3,000 OFCDs.

The details of changes in the capital structure are as below.

8. Public Deposits

During the year under review, the Company has not accepted any amount falling within
purview of the provisions of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 (as amended from time to time)

9. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has not declared any dividend in the past years and hence no amount is due for
transfer to the Investor Education and Protection Fund.

10. Annual Return

Pursuant to the provisions of Section 92(3) & 134(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended from time to time), the
Annual Return of the Company in prescribed e-Form MGT-7 is placed on the website of the
Company and is available at https:/ /www.jainmetalgroup.com.

11. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 (as amended from time to time), M/s. MSKC & Associates LLP,
Chartered Accountants, were appointed as the Statutory Auditors of the Company by the
Members at the 03^rd Annual General Meeting of the Company held on September 09, 2024 for
a term of 5 (Five) years commencing from 03^rd Annual General Meeting till the conclusion of
Annual General Meeting of the Company to be held on 2029.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are
eligible to hold office as Auditors of the Company. The Audit Committee reviews
independence and objectivity of the Auditors and effectiveness of the audit process.

The Statutory Auditor's Report issued by M/s. MSKC & Associates LLP for the year under
review does not contain any qualification, reservations, adverse remarks or disclaimer. The
Notes to Accounts referred to in the Auditors' Report are self-explanatory, therefore, do not
call for any further clarifications under Section 134(3)(f) of the Act.

12. Frauds Reported by the Auditors

No fraudulent activities were reported by the auditors of the Company during the period
under review pursuant to the provision of Section 143(12) of the Companies Act, 2013.

13. Secretarial Audit

As per Section 204 (1) of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit is
applicable to the Company for the financial year 2023-24.

The company has appointed Mr. Krishnan Chandrasekaran, Practicing Company Secretary
(Membership No. A-63349 and Certificate of Practice No. 24015) as Secretarial Auditor of the
Company for the financial year 2024-25. The Company has taken the necessary steps to comply
with Secretarial Standards applicable to the Company.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer
Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid
certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report is annexed herewith as "Annexure- C". There are no
qualification/ observations in the said Report.

14. Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013

The Company is required to maintain cost records and to appoint Cost auditors under Section
148(1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. The
provision of maintenance of cost audit records and filing the same is applicable to the Company
for the Financial year 2024-25 under review. Accordingly, Mr. B. Venkateswar, Cost
Accountants, (M. No.27622 Firm Registration Number - 100753) has been appointed as the
Cost Auditors of the Company, to conduct the audit of the cost records of the Company as
prescribed under the Companies (Cost Records and Audit) Rules 2014, for the Financial Year
ending March 31, 2024.

The Board of Directors of the Company at their meeting held on 26^th April 2024 had appointed
Mr. B. Venkateswar, Cost Accountants, (M. No.27622 Firm Registration Number -100753) as
the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant
products as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the
Financial Year 2024-25.

15. Internal Audit

The company had appointed M/s SKK & Co., Chartered accountants and M/s. Robin Kansal
& Associates, Chartered accountants, as Internal Auditors of the Company for the financial
year 2024-2025.

16. Explanation or Comments by the Board on Qualifications, Reservations or Adverse Remarks
or Disclaimers made by the Auditors in their Report

There are no qualifications, reservations or adverse remarks or disclaimer made by the
Auditors in their report.

17. Details in respect of Adequacy of Internal Financial Controls with Reference to the Financial
Statements.

The Company has established and maintained adequate Internal Financial Controls ("IFCs")
commensurate with the size and nature of its operations. These controls are designed to
provide reasonable assurance regarding the reliability of financial reporting, safeguarding of
assets, prevention and detection of fraud and errors, accuracy and completeness of accounting
records, and the timely preparation of financial statements in accordance with applicable
accounting standards.

During the year under review, the IFCs were found to be operating effectively. The Statutory
Auditors have not reported any material weakness or significant deficiency in the design or
operation of such controls

18. Change in the Nature of Business

There was no change in the nature of business of the Company during the Financial Year 2024-
2025.

19. Board, Committees of the Board & Key Managerial Personnel

a. Composition of the Board

The composition of the Board is in accordance with the provisions of Section 149 of the Act and
Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-
Executive and Independent Directors.

The Board has 7 (Seven) Directors comprising seven Directors, of which three are Executive
Directors and four are Independent Directors (including one woman independent director) as
on March 31, 2025.

During the year under review,

a. Mr. Mayank Pareek (DIN: 00595657) was re-designated from Non-Executive Director
to Joint Managing Director, for a term of 5 (Five) years w.e.f. February 25, 2025 to
February 24, 2030, by the Members of the Company on February 26, 2025.

b. The Board at its Meeting held on February 25, 2025 and the Shareholders at their
meeting held on February 26, 2025 approved the re-designation of Mr. Hemant
Shantilal Jain (DIN: 06545627) from Non-Executive Director to Executive Director &
Chief Financial Officer of the Company for a term of 5 (Five) years from February 25,
2025 to February 24, 2030. The Directors on the Board are persons with proven
competency, integrity, experience, leadership qualities, financial and strategic insights.
They have a strong commitment to the Company and devote sufficient time to the
Meetings.

c. Mr. Shreyansh Jain (DIN: 06918373) was resigned from the post of directorship with
effect from March 01, 2025

In terms of the Companies Act, 2013 and SEBI Listing Regulations following Committees are
constituted by the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Borrowing and Investment Committee

• Allotment and Transfer Committee

• ESG Committee

In addition to the above, the Board had also constituted IPO Committee to undertake decisions
pertaining to IPO Process of our Company. Brief details pertaining to composition, meetings
held, attendance of the Directors at such Meetings and other relevant details of the Committees
of the Board are given below:

I. Composition of Audit Committee as on March 31, 2025

* Hemant Shantilal Jain ceased to be a member effective 24th June 2025, and Mayank Pareek, Joint
Managing Director, was appointed as a member of the Audit Committee on the same date.

II. Composition of Nomination and Remuneration Committee as on March 31,2025

III. Composition of Stakeholders' Relationship Committee as on March 31, 2025

IV. Composition of Corporate Social Responsibility Committee as on March 31, 2025

VI. Composition of Allotment and Transfer Committee as on March 31, 2025

VII. Composition of ESG Committee as on March 31. 2025

21. Appointment of Independent Director

The provisions of Section 149 of the Companies Act, 2013, pertaining to the appointment of
Independent Directors, are applicable to the Company, and the Company has complied with
the same during the year under review.

The Board, through a circular resolution passed on 18^th March 2025, approved the appointment
of the following individuals as Additional Directors (Non-Executive and Independent) in the
capacity of Non-Executive Independent Directors:

a. Mrs. Revathi Raghunathan (DIN: 01254043) - Woman Independent Director,

b. Mr. Jayaramakrishnan Kannan (DIN: 06551104),

c. Mr. Rajendra Kumar Prasan (DIN: 00835879), and

d. Mr. Kandaswamy Paramasivan (DIN: 10918218)

Subsequently, the Shareholders, at their meeting held on 19^th March 2025, approved and
regularised their appointments as Independent Directors of the Company for a term of three
(3) consecutive years, commencing from 19^th March 2025 and ending on 18^th March 2028.

22. Director(s) liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Mayank Pareek (DIN: 00595657), Joint Managing Director
of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

The Board of Directors recommends his re-appointment for the approval of the members at the
Annual General Meeting.

23. Declaration by Independent Directors

All Independent Directors of your Company have submitted their declaration of independence
as required under provisions of Section 149(7) of the Act. These declarations affirm that they
meet the criteria of independence as provided in Section 149(6) of the Act and are not
disqualified from continuing as Independent Directors of your Company.

The Board is of the opinion that Independent Directors of the Company hold highest standards
of integrity and possess requisite qualifications, expertise & experience (including the
proficiency) and competency in the business & industry knowledge, financial expertise, digital
& information technology, corporate governance, legal and compliance, marketing & sales, risk
management, leadership & human resource development and general management as
required to fulfil their duties as Independent Directors.

Further, in terms of the provisions of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), all
Independent Directors have confirmed that they have registered themselves with databank
maintained by the Indian Institute of Corporate Affairs (TICA'). These declarations/
confirmations have been placed before the Board.

24. Directors and Key Managerial Personnel

During the year 2024-2025 under review, the details of the changes in the Directors and Key
Managerial Personnel of the Company are as follows:

Shareholding of Directors

The details of loan taken from Directors / given to Directors, is given below:

25. Key Managerial Personnel

As on the date of this report, the Company has four Key Managerial Personnel as per the
Companies Act, 2013 i.e., MD, Chief Financial Officer and Company Secretary:

26. Director Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge,
belief and ability and explanations obtained by them, confirm that:

1. in the preparation of the Annual Financial Statements for the Financial Year ended March
31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

2. the Directors 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 the Company as at March 31, 2025 and of the profit of the
Company for that period;

3. the Directors have taken proper and sufficient care 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;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

27. Details of significant material orders passed by regulators/courts/ tribunals against the
going concern status of the company.

No significant and material order has been passed by the regulators, courts, tribunals
impacting on the going concern status and Company's operations in future.

28. Material Changes and commitment if any affecting the financial position of the company
occurred between the end of the financial year to which this financial Statements relate and
the date of the Report

There have been no material changes and commitments, affecting the financial position of the
Company, which have occurred between the end of the financial year to which these financial
statements relate and the date of the Board's Report.

29. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies
Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Act are given in the notes to Financial Statements

30. Details of buyback, sweat equity, bonus issue and stock options

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

31. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2025, the Company has three subsidiary, Jain Green Technologies Private
Limited, Jain Ikon Global Ventures (FZC) and Jain Investment (Private) Limited and one
associate company, Sun Minerals Mannar (Private) Limited. The Company does not have any
joint ventures.

The information as required under first proviso to sub-section (3) of Section 129 is given in
Form AOC-1 in Annexure - D

32. Investment in the Subsidiaries

During the year under review, the Company has made following investment in the subsidiary
by acquiring:

a. 51 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each
aggregating to 76,500 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture
(FZC).

b. 19 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each
aggregating to 28,500 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture
(FZC).

c. 28 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each
aggregating to 42,000 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture
(FZC).

33. Details of Conservation of Energy, Technology Absorption as mentioned in Rule 8
Companies (Accounts) Rules, 2014

Statement giving the details of conservation of energy, technology absorption and foreign
exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows:

34. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it
has in place a policy which provides for protection against sexual harassment of women at
workplace and for prevention and redressal of such complaints. During the year under review,
no such complaints were received.

35. Disclosure under Maternity Benefits Act, 1961:

The Company has women employees in its employment, and therefore, the provisions of the
Maternity Benefit Act, 1961 are applicable to the Company during the financial year 2024-25.

36. Particulars of Contracts or Arrangements Made with Related Parties

The details of transaction with Related Party in accordance with the provisions of the
Companies Act, 2013 are given in AOC-2 as an Annexure-B to this report.

All transactions with related parties are in the ordinary course of business and on arms length
basis.

Details of transactions, contracts and arrangements entered into with related parties by the
Company during the FY 2024-25 are given in the Notes to the Standalone Financial Statements,
which forms part of the Annual Report.

37. Company's Policy Relating to Directors Appointment, Payment of Remuneration and
Discharge of their Duties

The Company has constituted a Nomination and Remuneration Committee in accordance with
the provisions of Section 178(1) of the Companies Act, 2013. The Committee has formulated a
policy on matters relating to the appointment of Directors, payment of managerial
remuneration, criteria for determining qualifications, positive attributes and independence of
Directors, and other related matters as provided under Section 178(3) of the Act.

Remuneration to Non-Executive/ Independent Director

The Non-Executive/Independent Director may receive remuneration by way of fees for
attending meetings of Board or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in
the Act, per meeting of the Board or Committees or such amount as may be prescribed from
time to time

Managerial Remuneration

The remuneration paid to Executive Directors is approved by the Board, subject to the
subsequent approval of the shareholders at the General Meeting and such other authorities, as
may be required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as well
as financial position of the Company.

38. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules') forms part of the report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Rules, a statement showing the names and other particulars of employees drawing
remuneration in excess of the limits set out in the said Rules forms part of this Report. Further,
the Report and the Annual Accounts are being sent to the Members excluding the aforesaid
statement. In terms of Section 136 of the Act, the said statement will be open for inspection
upon request by the Members.

39. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time,
the Company has established a Vigil Mechanism/Whistle Blower Policy. The policy enables
Directors and employees to report genuine concerns or grievances, significant deviations from
key management policies, and any non-compliance or wrongful practices, including but not
limited to unethical behaviour, fraud, violation of law, or inappropriate conduct.

The objective of this mechanism is to provide a structured redressal system for addressing
complaints related to questionable accounting practices, deficiencies in internal controls, or
fraudulent reporting of financial information.

The Whistle Blower Policy is in compliance with the provisions of the Act and is available on
the Company's website.

40. Board Evaluation

Pursuant to provisions of the Act, annual performance evaluation of the Directors including
the Chairperson, Board and its Committees has been carried out. As part of the evaluation
process, individual criteria for each of the exercise was formulated. Each member of the
Board/Committee/Director was sent a formal questionnaire to evaluate different categories
based on several parameters. According to the Act, they had to rate each parameter
individually.

41. Risk Management

Risk is an integral and unavoidable aspect of business. While risks cannot be entirely
eliminated, an effective risk management program ensures that they are reduced, avoided,
mitigated, or appropriately shared. The Company has implemented a comprehensive risk
management framework to proactively identify and address potential risks, thereby enhancing
risk management practices and strengthening the overall resilience of its business operations.

42. Corporate Social Responsibility

The Company has developed and implemented CSR Policy and taken initiatives during the
year as per the Companies (Corporate Social Responsibility Policy), Rules, 2014 and the Annual
Report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended from time to time) has been appended as Annexure-A to this
Board's Report.

The Company's CSR Policy is displayed in the Company's website
https:/ /www.jainmetalgroup.com. The Company spent around Rs. 2,93,48,631/- (Rupees Two
Crore Ninety-Three Lakh Forty-Eight Thousand Six Hundred and Thirty-One Only) towards
its CSR initiatives during the year.

43. Details of application made or any preceding pending under IBC, 2016 during the FY along
with the current status.

No application has been filed or pending under IBC, 2016 against the Company. Hence the said
provision is not applicable to the Company.

44. 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

The Company has not undergone any one-time settlement.

45. ACKNOWLEDGEMENTS

Your Director's place on record their sincere thanks to bankers, business associates, consultants,
employees and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your directors also acknowledge gratefully
the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors

JAIN RESOURCE RECYCLING LIMITED

(Formerly Known as Jain Resource Recycling Private Limited)

v*""

Kamlesh Jain Mayank Pareek

Managing Director joint Managing Director

DIN:01447952 DIN: 00595657

Place: Chennai
Date: 24.08.2025

1

Restated figures pursuant to amalgamation of Jain Recycling Private Limited with the Company.

2. State of Company's Affairs & Operations

During the year under review, your Company on a standalone basis achieved a total revenue
of Rs. 61,836.91 Millions and made a profit after tax of Rs 2,111.35 Millions during FY 2024-2025
as against a total income of Rs. 42,017.48 Millions and Profit After Tax of Rs. 1,595.62 Millions
during the Previous financial year. Further, your Company on a consolidated basis achieved a
total revenue of Rs. 71,621.54 Milhons and made a profit after tax of Rs. 2,232.87 Millions during
FY 2024-2025 as against a total income of Rs. 44,848.41 Milhons and profit after tax of Rs.
1,638.27 Milhons during the previous financial year.

Major Events during the year:

• The Company decided to convert into a Pubhc Company i.e. from Jain Resource
Recycling Private Limited to Jain Resource Recycling Limited and the same was
approved by the Members at their Extra Ordinary General Meeting held on February
05, 2025 and accordingly the name clause in MOA and AOA has been changed and
revised set has been adopted. In this regard appropriate compliance as per Companies
Act, 2013 has been completed. The Company received the approval for conversion on
February 25, 2025.