2. STATE OF COMPANY’S AFFAIRS AND
BUSINESS REVIEW:

Jain Resource Recycling Limited (“JRRL”
or “the Company”), the flagship entity of the
Chennai-based Jain Metal Group, represents
over seven decades of evolution in India’s non¬
ferrous metal recycling sector. Established
in 1953 as a single rolling mill, the Company
has transformed into an integrated recycling
enterprise with expertise across the non-ferrous
metals value chain.

The Company’s operations are focused on
sustainable recycling and processing of
non-ferrous metals, including lead, copper,
aluminium, tin, and associated alloys, along with
plastic recycling solutions. Its product portfolio
comprises lead and lead alloy ingots, including
the LME-registered ‘JAIN 9997’ brand, catering
to diverse industries such as automotive,
electronics, energy storage, electricals,
infrastructure, and renewable energy.

JRRL operates integrated manufacturing
facilities at Gummidipoondi, Chennai,

supported by a global procurement network for
sourcing recyclable materials. The Company’s
recycling capabilities enable conversion of
scrap materials into high-quality value-added
products, contributing to resource conservation
and the principles of the circular economy.

Building on its established recycling platform,
the Company is further strengthening its
presence in the downstream metals segment
through expansion into higher-value products,
including copper cathodes, wire rods, and
busbars. These initiatives are aimed at
enhancing value addition, expanding the
product portfolio, and strengthening long-term
customer relationships.

The strategic location of the manufacturing
facilities at Gummidipoondi provides access
to key logistics infrastructure, including
ports, highways, and industrial connectivity,
supporting efficient movement of raw materials
and finished products.

Through its integrated recycling operations,
global sourcing network, and focus on

sustainable manufacturing practices, Jain Metal
Group continues to strengthen its position in
India’s non-ferrous metal recycling sector.

3. INDUSTRY SCENARIO - RECYCLING SECTOR
IN INDIA AND GLOBAL LANDSCAPE:

The global recycling industry continues to
gain importance with increasing focus on
sustainability, circular economy, and efficient
utilisation of natural resources. Recycling of
metals such as lead, copper, aluminium, and
other non-ferrous metals has become a key
part of industrial supply chains due to growing
demand from sectors such as automotive,
electrical and electronics, renewable energy,
infrastructure, and energy storage.

Globally, industries are increasingly adopting
recycled materials to reduce dependence on
primary resources, lower environmental impact,
and improve supply chain security. The demand
for recycled metals is expected to remain strong
due to growth in electrification, electric vehicles,
renewable energy projects, and infrastructure
development.

In India, the recycling sector is witnessing
steady growth driven by industrialisation,
increasing metal consumption, and greater
focus on sustainable resource management.
The non-ferrous metal recycling industry plays
an important role in supporting domestic metal
requirements by converting scrap materials into
value-added products while contributing to
resource conservation and reduction in carbon
emissions.

The sector is also moving towards greater
formalisation, with increased emphasis on
environmentally compliant recycling practices,
advanced processing technologies, and
organised recycling facilities. Government
initiatives promoting circular economy practices
and responsible waste management are further
supporting the development of the recycling
ecosystem in India.

4. FINANACIAL PERFORMANCE:Standalone Financials

During the Financial Year under review your
Company has recorded a Total Revenue of
' 92,679.59 Million (Previous Year ' 61,836.91
Million). The Profit before Finance Cost and
Depreciation is ' 5,707.96 Million. Profit before
Tax is ' 4,677.87 Million. After Deferred Tax &
Current Tax, the Profit after Tax is ' 3,466.80
Million.

Consolidated Financials

For the Financial year ended March 31 2026,
your Company has Consolidated financials
with its Indian Wholly owned Subsidiary - Jain
Green Technologies Private Limited and Indian
Joint Venture Jain CY Circular Solutions Private
Limited and other foreign affiliate companies.

Your Company’s consolidated total revenue
for the Financial Year under review stood at
' 95,714.84 Million as against ' 64,654.39 Million
in the previous financial year. The Profit before
Finance Cost and Depreciation is ' 5,863.56
Million. Profit before Tax is ' 4,760.88 Million. The
Profit after Tax is ' 3,473.97 Million.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

The Company has one Wholly-Owned
Subsidiaries, namely Jain Green Technologies
Private Limited and one Joint Venture Company
Jain CY Circular Solutions Private Limited.

In addition to the above, the Company has
following foreign affiliate Companies:

A Statement containing Salient Features of the
Financial positions of the subsidiaries, associate
companies, and joint ventures in Form - AOC - 1
is annexed hereto as 'ANNEXURE - A'.

Business Review and Financial Performance
of the Indian Subsidiary & Associates:Jain Green Technologies Private Limited (JGT)

Jain Green Technologies Private Limited (JGT)
was incorporated on January 24, 2022 and is
a wholly owned subsidiary of Jain Resource
Recycling Limited. The Company is engaged
in the recycling of aluminium and focuses on
converting aluminium scrap into value-added
recycled aluminium products.

Located in Gummidipoondi, Chennai, JGT
forms part of the Jain Metal Group’s integrated
recycling ecosystem and contributes towards
sustainable resource utilisation by supporting
the circular economy. Through its recycling
operations, the Company aims to promote
efficient recovery of aluminium resources,
reduce dependence on primary raw materials,
and support environmentally responsible
manufacturing practices.

Jain Green Technologies Private Limited
(JGT) recorded revenue of ' 3,776.67 Million in
FY 2025-26, Prof it/(Loss) before tax was ' 149.55
Million.

Jain CY Circular Solutions Private Limited
(Jain CY)

Jain CY Circular Solutions Private Limited
was incorporated on December 08, 2025 as a
subsidiary of Jain Resource Recycling Limited.
The Company has been established with a focus
on circular economy initiatives and activities
relating to waste management, material
recovery, and recycling solutions.

The Company is intended to complement the
Jain Metal Group’s sustainability-driven recycling
ecosystem by strengthening capabilities in
resource recovery and promoting efficient
utilisation of recyclable materials. It aligns with
the Group’s broader objective of supporting
sustainable practices and contributing towards
the circular economy.

Jain CY Circular Solutions Private Limited (Jain
CY) recorded revenue of ' 239.30 Million in
FY 2025- 26, Profft/(Loss) before tax was
' (4,259.36) Lakhs

6. CORPORATE RESTRUCTURING:

There were no major corporate restructuring
activities undertaken during the financial year
2025-26.

7. DIVIDEND:

The Company has adopted a dividend policy
which balances the objective of appropriately
rewarding shareholders through dividends and
retaining adequate funds to support future
growth and business requirements. Considering
the financial performance of the Company for
the year under review its future growth plans,
the Board of Directors has not recommended
any dividend for the financial year ended March
31, 2026.

8. SHARE CAPITAL AND RESERVES:a) Authorised Share Capital

During the year under review, there is no
change in the Authorised Share Capital of
the Company.

As on March 31, 2026, the Authorised Share
Capital of the company is ' 82,50,00,000/-
comprising of 41,25,00,000 equity shares of
face value ' 2/- each.

b) Issued, subscribed and paid-up share
capital

The Paid up Equity Share Capital of
the Company as on March 31, 2026 was
' 69,01,71,628 consisting of 34,50,85,814
Equity shares of Face value ' 2/- each fully
paid up as against ' 64,70,68,180 consisting
of 32,35,34,090 Equity shares of Face value
' 2/- each fully paid up on March 31, 2025.

Pursuant to the IPO, the Company made
a fresh issue of 21551724 Equity shares of
face value of ' 2/- each aggregating to
' 4,31,03,448/-

The Company has not transferred any
amount to Reserves.

Reserves and Surplus stood at ' 14738.61
Million as on March 31 2026 as against
' 6443.17 Million as on March 31 2025.

9. INITIAL PUBLIC OFFER

During the Financial year 2025-26, the Company
undertook the Initial Public Offer ("IPO”) of 1,250
crores comprising of 5,38,79,309 equity shares
of face value of ' 2 for cash at a price of ' 232
per equity share (including a share premium
of ' 230 per equity share). The bidding of the
IPO commenced on September 24, 2025
and concluded on September 26, 2025. The
allotment of IPO was finalised on September 30,
2025 and the equity shares of the Company got
listed on BSE Limited (‘BSE’) and National Stock
Exchange of India Limited (‘NSE’), hereinafter
referred to as ‘Stock Exchanges’, with effect from
October 01, 2025.

The Offer comprises a Fresh Issue (as defined
in the Red Herring Prospectus) to the public of
2,15,51,724 Equity Shares and an Offer for Sale by
identified Selling Shareholders to the public of
3,23,27,585 Equity Shares. The issue was led by
Book Running Lead Managers i.e. Dam Capital
Advisors Limited, ICICI Securities Limited, Motilal
Oswal Investment Advisors Limited & PL Capital
Markets Private Limited (collectively referred
to as ‘BRLM’). The Board placed on record its
appreciation for the support provided by various
Authorities, Stock Exchanges, BRLMs, Legal
Counsels, Depositories, Consultants, Auditors
and Employees of the Company for making the
IPO of the Company a success. We are gratified
and humbled by the strong participation shown
in the Company’s IPO by leading domestic and
global institutional investors, NRIs, HNIs, retail
investors and other market participants.

Listing of Securities on Stock Exchange

The Company received listing and trading
approvals from the Stock Exchanges on
September 30 2025 and subsequently the
equity shares were listed on Stock Exchanges on
October 01 2025.

Proceeds from IPO

The details of proceeds raised through the IPO
are set forth below:

Monitoring agency

As IPO of the Company includes fresh issue of
equity shares, the Company appointed CRISIL
Ratings Limited as Monitoring Agency of the
Company which provides reports on quarterly
basis regarding utilisation of IPO proceeds and
the same is filed on the Stock Exchanges in a
timely manner pursuant to the requirements
of Regulation 32(6) of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended (hereinafter referred to as the Listing
Regulations).

The utilisation of funds raised through IPO as on
March 31 2026 have been mentioned here:

Deviation in Utilisation of IPO Proceeds

During the utilisation of IPO proceeds, an amount
of ' 540.00 Million out of the amount earmarked
towards General Corporate Purposes was
inadvertently utilised towards part repayment
of unsecured loan availed from the Promoter-
Director of the Company. The said utilisation
was identified as a deviation from the objects
disclosed in the Prospectus, which provided

that no part of the net proceeds shall be utilised
for repayment of loans to promoters, promoter
group, directors, key managerial personnel,
senior management or group companies.

The deviation occurred due to an inadvertent
error in routing of funds from the designated
IPO account under the General Corporate
Purposes head. The utilisation was not made
with any intention to deviate from the objects of
the Fresh Issue or to provide any undue benefit
to the Promoter. Upon identification of the
matter, corrective action was undertaken and
the amount paid to the Promoter was returned
to the Company as a loan, thereby restoring the
funds for business purposes.

The Company has reported the deviation in the
utilisation of IPO proceeds to the Monitoring
Agency and Stock Exchanges. The Board
of Directors has noted that the deviation is
temporary in nature, does not result in any
change in the overall utilisation of IPO proceeds,
has no material adverse impact on the financial
position or cash flows of the Company, and does
not prejudice the interest of public shareholders.

The Company has initiated necessary corrective
measures and has sought shareholders’ approval
for ratification of the aforesaid variation/deviation
in utilisation of IPO proceeds in accordance with
applicable provisions of the Companies Act,
2013 and SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

10. CREDIT RATINGS OF SECURITIES

During the year under review, there was no
situation for the Company to obtain the credit
rating of securities.

11. NON-CONVERTIBLE DEBENTURES

There are no Non-Convertible Debentures
outstanding as on March 31, 2026.

12. DEPOSITS

During the year under review, the Company has
not accepted any public deposits falling within
the ambit of Section 73 of the Companies Act,
2013 and the Rules framed thereunder. The
requisite return for FY 2024-25 with respect to
amount(s) not considered as deposits has been
filed.

13. CASH FLOW STATEMENT

In compliance with the provisions of Section 134
of Companies Act, 2013 and Regulation 34(2)

(c) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Cash flow
statement for the financial year ended March 31,
2026 forms part of this Annual Report.

14. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has disclosed the particulars
of the loans given, investments made or
guarantees given or security provided during
the year, as required under Section 186 of the
Companies Act, 2013, Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in
Notes forming part of the financial statements.

15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All the transactions between the Company and
its related parties were reviewed and approved
by Audit Committee and are in accordance
with the Policy on Related Party Transactions,
formulated and adopted by the Board of
Directors. In compliance with the requirements
of the Companies Act, 2013 and SEBI Listing
Regulations, your Company has formulated a
Policy on Related Party Transactions, which is
also available on Company‘s website athttps://
www.iainmetalgroup.com

The Policy intends to ensure that proper
reporting, approval and disclosure processes
are in place for all transactions between the
Company and its Related Parties. All Related
Party Transactions were placed before the
Audit Committee for review and approval. Prior
omnibus approval is obtained for Related Party
Transactions which are of repetitive nature and/
or entered in the ordinary course of business
and are at arm‘s length basis.

Further, the Company has not entered into
any contracts/arrangements/transactions with
related parties which are material in nature
and not entered into any transaction that has
any potential conflict with the interest of the
Company. In view of the above, the requirement
of giving particulars of contracts/arrangements
made with related parties in Form AOC-2 is not
applicable for the year under review.

16. DISCLOSURE RELATING TO EQUITY SHARES
WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity
shares with differential rights during the year
under review and hence no information as per
provisions of Rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

17. DISCLOSURE RELATING TO SWEAT EQUITY
SHARES

The Company has not issued any sweat equity
shares during the year under review and hence
no information as per provisions of Rule 8(13) of
the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

18. DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME

During the year under review there were no
instances of grant, vest, exercise, or lapse/
cancellation of employee stock option scheme
under the Employee Stock Option Scheme of
the Company. Also, as at the beginning of the
year, there were no outstanding options granted.
Hence, no disclosure in terms of Companies
(Share Capital and Debenture) Rules, 2014
and SEBI (Employee Share Based Employee
Benefits) Regulations 2014 are required.

19. DISCLOSURE IN RESPECT OF VOTING RIGHTS
NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the
benefit of employees and hence no disclosure
under Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 has been
furnished.

20. E-WASTE MANAGEMENT

The Company is well ahead in terms of
e-waste management compliance directed
by Government of India. The Company has
registered and authorised collection, storage and
disposal centers in the required locations and
has complied with the statutory requirements
relating to E-Waste Management.

21. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented
a process-driven framework for Internal
Financial Controls ("IFC") within the meaning
of the Explanation to Section 134(5)(e) of the
Companies Act, 2013. For the financial year ended
March 31, 2026, the Board is of the opinion that
the Company has adequate internal financial
controls commensurate with the nature and
size of its business operations and that such
controls are operating effectively. No material
weakness was observed in the internal financial
controls of the Company.

The Company has a system in place to monitor
the effectiveness of such controls, identify gaps,

if any, and implement new and/or improved
controls wherever required.

22. INTERNAL CONTROL SYSTEMS

Adequate internal control systems
commensurate with the nature of the
Company’s business, size and complexity
of its operations are in place and have been
operating satisfactorily. Internal control systems
comprising of policies and procedures are
designed to ensure reliability of financial
reporting, timely feedback on achievement of
operational and strategic goals, compliance
with policies, procedure, applicable laws and
regulations.

Internal control systems are designed to ensure
that all assets and resources are acquired
economically, used efficiently and adequately
protected.

23. CHANGE IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

Pursuant to the recommendation of the
Nomination and Remuneration Committee
("NRC"), the Board of Directors, at its meeting
held on October 21, 2025, approved the
appointment of Mr. Sanchit Jain (DIN: 08751991)
as an Additional Director in the Executive
category of the Company, for a term of one year
with effect from October 21, 2025.

Subsequently, the appointment of Mr. Sanchit
Jain as a Director in the Executive category was
regularised by the Members of the Company by
way of an ordinary resolution passed through
postal ballot on January 20, 2026.

Except as stated above, there was no change
in the Board of Directors or the Key Managerial
Personnel of the Company during the year
under review.

Retirement by Rotation and Re-appointments

Based on the recommendation of the NRC,
the Board of Directors, inter alia, approved
the following, subject to the approval of the
Members:

Mr. Kamlesh Jain, Managing Director of the
Company, who retires by rotation at the ensuing
Annual General Meeting ("AGM") and, being
eligible for re-appointment, offers himself for re¬
appointment.

Necessary resolution, seeking approval of
the Members, in respect of the above re¬
appointment has been included in the Notice
of the ensuing Annual General Meeting, and the

Board recommends the same for approval by
the Members with the requisite majority.

24. DECLARATIONS BY INDEPENDENT
DIRECTORS

The Company has received declaration of
Independence as stipulated under Section 149(7)
of the Companies Act, 2013, and Regulation
25(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, from the
Independent Directors confirming that they
are not disqualified from being appointed, re¬
appointed or continuing as Independent Director
of the Company, as per the criteria laid down in
Section 149(6) of the Companies Act, 2013, and
Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

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 (‘IICA’) and have
undertaken the online proficiency self-assessment
test conducted by the IICA.

25. FAMILIARISATION PROGRAMME:

The Company has in place a familiarisation
programme for its Independent Directors. The
objective of the programme is to familiarise
Independent Directors on our Board with the
business of the Company, industry in which the
Company operates, business model, challenges
etc. through various programmes which include
interaction with subject matter experts within
the Company, meetings with our business leads
and functional heads on a regular basis.

The details of familiarisation programme during
the Financial Year 2025-26 are available on
the website of the Company athttps://www.
iainmetalgroup.com/.

26. DISCLOSURE RELATED TO BOARD,
COMMITTEES AND POLICIES

Board Meeting

The Board of Directors of the Company met
9 (Nine) times during the financial year ended
March 31 2026. The meetings were held on June
30, 2025, August 24, 2025, September 06, 2025,
September 18, 2025 (02:30 pm), September 18,
2025 (09:45 pm), September 26, 2025, October
08, 2025, October 21, 2025 and February 09, 2026.

The gap between the Board meetings was
within the maximum period prescribed under

the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and as amended and notified
from time to time.

Detailed statement of attendance of directors
at the Board Meetings and other meeting of
all Committees held during the financial year
ended March 31, 2026 are given in the Corporate
Governance report which is forming part of this
Annual Report.

Composition of Committees of the Board

The Company has duly constituted the Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility
Committee, and Risk Management Committee,
in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Details of the composition,
number and dates of meetings of each of the
aforesaid Committees held during the financial
year ended March 31, 2026, together with the
attendance of the members thereat, form part
of the Corporate Governance Report, which is
annexed to and forms part of this Annual Report.

27. PASSING OF RESOLUTION BY CIRCULATION:

During the financial year, the Board of Directors
approved various matters through circular
resolutions passed on June 24, 2025, July 08,
2025, July 18, 2025, August 21, 2025, November
05, 2025, December 17, 2025, March 25, 2026, and
March 26, 2026.

28. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is
in existence in accordance with the provisions of
sub-section (1) of Section 178 of the Companies
Act, 2013. Kindly refer section on Corporate
Governance, for matters relating to constitution,
meetings, functions of the Committee; and
the remuneration policy formulated by this
Committee.

29. AUDIT COMMITTEE:

Pursuant to Section 177 (8) of Companies Act
2013, the Company has constituted an Audit
Committee. The particulars of composition of
the Audit Committee, meetings held during the
year and other particulars have been detailed in
the Corporate Governance Report forming part
of this Annual Report.

30. DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS:

The Audit Committee generally makes certain
recommendations to the Board of Directors of
the Company during their meetings held to
consider any financial results (Unaudited and
Audited) and such other matters placed before
the Audit Committee as per the provisions
of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 from time to time. During
the year the Board of Directors has considered
all the recommendations made by the Audit
Committee and has accepted and carried
on the recommendations suggested by the
Committee to its satisfaction. Hence, there are
no recommendations which were unaccepted
by the Board of Directors of the Company during
the year under review.

31. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION:

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.

32. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company has implemented a robust vigil
mechanism overseen by the Audit Committee.
As part of this mechanism, the Chairperson of
the Audit Committee has been appointed as
the Ombudsman responsible for overseeing
the vigil process. The policy outlines a formal
framework for directors and employees to report
any genuine concerns or grievances related to
unethical behaviour, actual or suspected fraud,
or violations of the Company’s Code of Business
Conduct and Ethics policy. The Company has also
provided direct access to the Chairperson of the
Audit Committee on reporting issues concerning
Company. This Policy is amended from time to
time to make it in line with the amendments
to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SEBI
(Prohibition of Insider Trading) Regulations, 2015.
The Policy is available on the Company’s Website
athttps://www.jainmetalgroup.com/

33. FRAUD REPORTING:

During the year under review, no instances
of fraud were reported by the Auditors of the
Company against the Company by its officers or
employees as specified under section 143(12) of
the Companies Act, 2013.

34. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has
put in place a Risk Management Policy which
aims at enhancing shareholders’ value and
providing an optimum risk-reward tradeoff.
The risk management approach is based on
a clear understanding of the variety of risks
that the organisation faces, disciplined risk
monitoring and measurement and continuous
risk assessment and mitigation measures.

35. PERFORMANCE EVALUATION

Nomination and Remuneration Committee
(NRC) and the Board have set out how the
annual performance evaluation of the Board,
its Committees, individual Directors, and
the Chairman & Managing Director is to be
carried out. As part of this process, a detailed
questionnaire to all Directors, covering areas
such as Board composition, effectiveness,
functioning, availability of information, and
quality of discussions. The questionnaire also
has separate criteria for evaluating each Director
individually. The Chairperson of the NRC then
reviews all the responses and feedback to arrive

at a fair assessment, and any areas needing
improvement are discussed and acted upon.

For the year under review, all Directors
completed the questionnaire and gave their
feedback on the performance of the Board,
its Committees, individual Directors, and the
Chairman & Managing Director.

36. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section
134 (5) of the Companies Act, 2013, the Directors
of your Company state as follows:

(a) that in the preparation of the Annual
Accounts, the applicable Accounting
Standards have been followed along with
proper explanation relating to material
departures;

(b) that 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 at the end of the
financial year, March 31 2026 and of the
Profit of the Company for that period;

(c) that the Directors 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 the Directors have prepared the
Annual Accounts on a going concern basis;

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

(f) that 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.

37. DISCLOSURE OF EMPLOYEES REMUNERATION:

The information in respect of remuneration of
employees of the Company pursuant to Rules
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, is
provided in ‘Annexure B’ forming part of this

Board’s Report. In terms of and section 136(1) of
the Companies Act, 2013 and the rules made
thereunder, is excluded in the Report and
Accounts being sent to the shareholders.

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

Information relating to energy conservation,
technology absorption, foreign exchange earned
and spent and research and development
activities undertaken by the Company in
accordance with the provisions of Section
134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are given in
‘ANNEXURE - C’ to this Board’s Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

A comprehensive discussion and analysis of
the outlook of Industry and the financial and
operational performance and future outlook
of the Company and its business has been
separately furnished in the Annual Report and
forms a part of the Annual Report.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING:

In compliance with the Regulation 34(2)(f) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI
circulars issued from time to time, the Business
Responsibility and Sustainability Reporting for
the financial year ended March 31, 2026 has
been separately furnished in the Annual Report
and forms a part of the Annual Report, annexed
hereto as ‘ANNEXURE - D’.

41. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining high
standards of corporate governance. Pursuant
to Regulation 34 (3) read with Schedule V
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on
Corporate Governance along with the Compliance
Certificate confirming the compliance of
conditions of Corporate Governance given by
the Statutory Auditor of the Company is annexed
hereto as ‘ANNEXURE - E’.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted Corporate Social
Responsibility Committee in accordance with
the Act and the Listing regulations. The brief
overview of the Corporate Social Responsibility

("CSR”) Policy of the Company, composition of
the CSR Committee along with other details are
provided in ‘ANNEXURE - F’. of this Report.

The details are presented in the prescribed
format under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 as amended
from time to time.

The CSR policy is available on the Company’s
websitehttps://www.iainmetalgroup.com/

43. STATUTORY AUDITOR:

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 3^rd Annual General Meeting of the Company
held on September 09, 2024 for a term of 5 (Five)
years commencing from 3^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.

44. COST AUDITORS:

Pursuant to section 148 of the Companies
Act 2013, the Board of Directors on the
recommendation of Audit Committee
appointed Mr B. Venkateswar, Practicing Cost
Accountant (Firm Registration No. 100753 and
Membership No. 27622) as the Cost Auditors of
the Company for the Financial Year 2025-26 for
conducting audit of the cost records maintained
by the Company relating to inorganic chemicals
and base metals.

The Board of Directors, on the recommendation
of the Audit Committee has approved a
remuneration of ' 35,000/- (Rupees Thirty Five
Thousand Only) in addition to the applicable

taxes and out of pocket expenses. The requisite
resolution for ratification of remuneration of
Cost Auditors by members of the Company has
been set out in the Notice of the 5^th AGM.

The Cost Auditors have certified that their
appointment is within the limits of Section 141(3)

(g) of the Act and that they are not disqualified
from appointment within the meaning of the
said Act.

There are no observations (including any
qualifications, reservations, adverse remarks or
disclaimer) of the Cost Auditors in their Report
which call for any explanation/comment from
the Board of Directors.

45. MAINTENANCE OF COST RECORDS:

The Company is duly maintaining the cost
records as specified by the Central Government
under sub-section (1) of section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, such
accounts and records are made available for the
Cost Auditors of the Company for Audit purposes.

46. INTERNAL AUDIT:

Pursuant to Section 138 (1) of the Companies Act,
2013, the Company had appointed M/s S Kishore
Kumar & Co., Chartered Accountants (Firm
Registration No. 006092S); and M/s RKVT and
Co., Chartered Accountants (Firm Registration
No. 0007863S) as Joint Internal auditors of the
Company to conduct internal audit for the
Financial Year 2025 - 26. The Internal Auditor has
submitted his reports to the Audit Committee
and Board of Directors of the Company,
periodically.

47. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the applicable
rules made thereunder and Regulation 24A of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
from time to time, the Board of Directors, based
on the recommendation of the Audit Committee,
had approved the appointment of M/s. VAK &
Associates, Practicing Company Secretaries
(Firm Registration No. P2025TN322600) as the
Secretarial Auditors of the Company for a term
of five (5) consecutive years commencing from
the Financial Year 2025-26 till the Financial Year
2029-30, subject to the approval of the members
of the Company.

The members of the Company approved the
said appointment through Postal Ballot by
passing an Ordinary Resolution on January 20,

2026. Accordingly, M/s. VAK & Associates have
been appointed as the Secretarial Auditors
of the Company for the aforesaid term. The
remuneration and other terms of appointment
shall be determined by the Board of Directors in
consultation with the Secretarial Auditors and
as recommended by the Audit Committee.

The Secretarial Audit Report for the Financial Year
2025-26 contains the following observations. The
Management's responses thereto are provided
below:

1. Regulation 32 of the SEBI (LODR)
Regulations, 2015

The Secretarial Auditor observed that the
Company had utilized INR 540 million from
the amount earmarked under General
Corporate Purpose towards repayment of
an unsecured loan to the Promoter, which
was not in line with the disclosures made
in the Prospectus. Accordingly, a deviation
was observed under Regulation 32 of the
SEBI (LODR) Regulations, 2015, arising due
to inadvertent routing of funds from the
designated IPO account.

The Management clarifies that the
utilization was inadvertent and temporary
in nature, without any intent to deviate
from the stated objects of the issue. The
amount paid to the Promoter has since
been returned to the Company as a loan
for business purposes. The Company has
undertaken to ensure necessary disclosures
and compliance under the applicable SEBI
regulations.

2. Regulation 23 of the SEBI (LODR)
Regulations, 2015

The Secretarial Auditor observed that
the Company had entered into related
party transactions with Mr. Kamlesh Jain,
Chairman and Managing Director, relating
to loans taken, repayment of loans and
interest expense, without obtaining prior/
omnibus approval of the Audit Committee.
The transactions for the periods from
01 April 2025 to 31 December 2025 and
from 01 January 2026 to 31 March 2026
were subsequently ratified by the Audit
Committee at its meetings held on 09
February 2026 and 18 May 2026, respectively.

The Management clarifies that the non¬
obtaining of prior/omnibus approval of
the Audit Committee was an inadvertent

procedural lapse. The transactions
were subsequently ratified by the Audit
Committee at the aforesaid meetings. The
Company has strengthened its internal
compliance processes to ensure prior
approval of all related party transactions in
accordance with the applicable regulatory
requirements.

In pursuance of Section 204 of the
Companies Act, 2013, the Secretarial Audit
Report of the Company, is annexed hereto
as ‘ANNEXURE -G’.

48. SECRETARIAL STANDARDS:

Pursuant to Section 118 (10) of the Companies
Act, 2013, the Company has complied with
Secretarial Standards with respect to General
and Board Meetings, prescribed by the Institute
of Company Secretaries of India.

49. ACCOUNTING STANDARDS:

The Company adheres to the Accounting
Standards as applicable to it and there are no
deviations, in this respect.

50. RESEARCH AND DEVELOPMENT:

During the year under review, the focus of the
R&D department was on increasing range
and new product development in the MRI
machine and towards Preventive HealthCare.
Procurement cost optimisation efforts
continued in the year under review and will be
accelerated in the coming year.

51. ISO CERTIFICATION:

As part of its commitment towards operational
excellence, sustainability, and responsible
recycling practices, Jain Metals Group has
received several certifications and industry
recognitions in the field of lead recycling.
These accreditations reflect the Group’s
focus on quality, environmental stewardship,
occupational health and safety, and continuous
improvement. The key certifications and
recognitions include:

• ISO 9001:2015 - Certification for Quality
Management Systems, demonstrating
adherence to robust quality standards and
process excellence.

• ISO 14001:2015 - Certification for

Environmental Management Systems,
recognising the Group’s commitment

towards sustainable operations and
environmental responsibility.

• OHSAS 18001:2007 - Certification

for Occupational Health and Safety
Management Systems, reflecting the
Group’s focus on maintaining safe and
healthy workplace practices.

• Industry-specific awards and recognitions
- Various awards received for sustainability
initiatives, innovation, and contributions to
the recycling industry.

52. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT

There are no material changes and
commitments affecting the financial position of
the Company between the end of the financial
year and date of this report.

53. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been
passed by any Regulator or Court or Tribunal
which can have impact on the going concern
status and the Company’s operations in future.

54. INSOLVENCY PROCEEDINGS PENDING, IF ANY
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016

During the year no application has been made
and there are no proceeding pending as per
Insolvency and Bankruptcy Code 2016.

55. TRANSFERS TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

During this year, no shares/Dividends amounts
were liable to be transferred to the IEPF
authority.

56. SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MEANS

Subject to the applicable provisions of the
Companies Act, 2013, and applicable law, all
documents, including the Notice and Annual
Report shall be sent through electronic
transmission in respect of members whose
email IDs are registered in their demat account
or are otherwise provided by the members. A
member shall be entitled to request for physical
copy of any such documents.

57. DISCLOSURE IN TERMS OF THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has a policy on prevention of
sexual harassment at workplace in line with
the requirement of the Sexual Harassment
of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal
Complaints Committee ("ICC”) to redress
complaints received regarding sexual
harassment has been constituted in compliance
with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The policy extends to all
employees (permanent, contractual, temporary
and trainees). Employees at all levels are being
sensitized about the Policy and the remedies
available thereunder.

During the year under review

Number of complaints received in the year: Nil

Number of complaints disposed off during the
year: Not Applicable

Number of cases pending for more than 90
days: Nil

Nature of Action taken by the employer or
District Officer: Nil

58. COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT,
1961:

The Company is committed to providing a
safe, inclusive, and supportive workplace for all
its employees and recognises the importance
of compliance with applicable labour laws,
including the provisions of the Maternity Benefit
Act, 1961. The Company is in the process of
reviewing and strengthening its internal policies
and procedures to ensure alignment with the
applicable statutory requirements relating to
maternity benefits.

The Company shall take necessary steps to
implement the required measures and ensure
compliance with the applicable provisions of
the Maternity Benefit Act, 1961, going forward.

59. CODE FOR PREVENTION OF INSIDER
TRADING

The Company has complied and formulated
a Code of Conduct for Prevention of Insider
Trading

Policy, which prohibits trading in shares of
the Company by insiders while in possession
of unpublished price sensitive information in
relation to the Company is available on the
Company’s websitehttps://www.iainmetalgroup.
com/

The objective of this Code is to protect the
interest of shareholders at large, to prevent
misuse of any price sensitive information and
to prevent any insider trading activity by way
of dealing in securities of the Company by its
Designated Persons. The code is applicable
to all directors, designated persons and their
immediate relatives and connected persons
who have access to unpublished price sensitive
information.

Further, the Company has maintained a
Structural Digital Database (SDD) pursuant
to Regulations 3(5) and (6) of Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.

60. COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct
for the Board of Directors and Senior Management
person nelofthe Company. Allthe Board of Directors
and Senior Management personnel have affirmed
compliance with the Code of conduct as on March
31, 2026. The Code of Conduct is available on the
Company’s website.

As required under Regulation 34(3) and
Schedule V (D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a
declaration from Mr Kamlesh Jain, Chairman
and Managing Director, to this effect is annexed
to the Report on corporate governance which
forms part of this Annual Report.

61. DIVIDEND DISTRIBUTION POLICY:

The objective of the Dividend Distribution
Policy is to ensure right balance between the
quantum of dividend paid and amount of
profits to be retained in the business for various
purposes. Towards this objective, the following
key parameters are considered for declaration
of dividend:

(i) Internal Factors (Financial Parameters):

• Net Operating Profit after Tax;

• Working Capital Requirements;

• Capital Expenditure Requirements;

• Cash required to meet contingencies;

• Outstanding Borrowings; and

• Past Dividend Trends.

(ii) External factors:

• Statutory requirements under

applicable law for the time being in
force; and

• Dividend Payout Ratios of companies
in the same Industry.

The Dividend Distribution policy is available
on the website of the Company at https://
iainmetalgroup.com. under the section

‘Investors’.

62. OTHER DISCLOSURES

Other disclosure as per provisions of Section 134
of the Companies Act. 2013 read with Companies
(Accounts) Rules.2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a)
of the Companies Act. 2013. the Annual Return
for the financial year ended March 31. 2026 is
available on the website of the Company at

https://iainmetalgroup.com. under the section
‘Investors’.

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
During the financial year under review. there
were no instances of one-time settlement with
any bank or financial institution.

63. ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank
the employees. customers. suppliers. bankers.
business partners/associates. financial
institutions and various regulatory authorities
for their consistent support/encouragement to
the Company.

Your Directors would also like to thank the
Members for reposing their confidence and
faith in the Company and its Management.

BY ORDER OF THE BOARD
KAMLESH JAIN

Place : Chennai CHAIRMAN & MANAGING DIRECTOR

Date : August 03, 2026 DIN: 01447952