Dear Members,

Your Directors have pleasure in presenting the 38th Annual Report of the Company together with the Audited financial statements for the financial year ended March 31,2026.

FINANCIAL RESULTS:

The audited financial statements of the Company for the Financial Year ended on March 31, 2026, have been prepared in accordance with the relevant applicable Accounting Standards (AS)* notified under section 133 of the Companies Act, 2013 (the 'Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014.

The Company's financial performance for the year ended March 31,2026, is summarized below:

Note: The previous year numbers have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANY'S AFFAIRS/OPERATIONS:

During the financial year 2025-26, the Company continued to strengthen its business operations and pursue sustainable growth. The Company recorded Revenue from Operations of Rs. 54,797.22 lakhs as against Rs. 36,745.45 lakhs in the previous financial year, registering a growth of approximately 49%. EBITDA stood at Rs. 3,406.30 lakhs, as against Rs. 4,299.20 lakhs in the previous year.

The Company reported Profit Before Tax of Rs. 2,245.62 lakh as compared to Rs. 3,433.60 lakh in the previous financial year, while Profit After Tax stood at Rs. 1,826.23 lakh as against Rs. 2,538.62 lakh in the previous year. The decline in profitability was primarily attributable to margin pressure during the year amid challenging market conditions in the CRGO business and the Company's evolving business mix.

During the year, the Company continued to strengthen its core CRGO manufacturing business and ex its operations through the commencement of Transformer Manufacturing and Engineering, Procurement and Construction (EPC) business. These initiatives mark an important step in the Company's forward-integration strategy and its evolution into an integrated power solutions company. The management remains focused on improving capacity utilisation, strengthening margins, maintaining disciplined working capital management and creating sustainable value for all stakeholders.

TRANSFER TO RESERVES & SURPLUS:

The Company has earned profits during the financial year ended March 31, 2026. The profit for the year has been retained and credited to the balance of the Profit & Loss Account under the head "Reserves & Surplus" in the Balance Sheet as at March 31,2026.

DIVIDEND:

The Company has not declared any dividend for the financial year ended March 31,2026. The earnings have been retained to support the Company's expansion plans, meet future business requirements and strengthen its financial resources through internal accruals.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ("Rules"), dividends remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account, along with the corresponding shares in respect of which such dividend remains unpaid or unclaimed for seven consecutive years or more, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

During the financial year under review, no amount was required to be transferred to the IEPF, as there was no unpaid or unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Board of Directors of the Company, at its meeting held on July 11, 2025, in accordance with the provisions of the Companies Act, 2013 and subject to the approval of the Members of the Company, approved the alteration of the Object Clause of the Memorandum of Association ("MOA") of the Company by way of substitution and insertion of certain clauses pertaining to the main objects of the Company, along with consequential re-numbering of the Object Clauses. The proposed alteration was undertaken with a view to aligning the constitutional documents of the Company with its evolving business model, diversification strategy and future expansion plans, including its proposed entry into the business of manufacturing of Power and Distribution Transformers and undertaking Transmission & Distribution ("T&D") Engineering, Procurement and Construction ("EPC") activities and related ancillary business opportunities.

Accordingly, the Members of the Company, through Postal Ballot, approved the aforesaid alteration of the Object Clause of the MOA by the requisite majority. The requisite Special Resolutions were approved by the Members on August 10, 2025. The amended MOA was thereafter approved by the Registrar of Companies vide approval letter dated August 27, 2025.

The summary of proceedings and voting results in relation to the aforesaid Postal Ballot were duly disclosed to the Stock Exchange(s) in accordance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, the Company expanded and diversified the scope of its business operations by entering into new business activities relating to the manufacturing of Power and Distribution Transformers and undertaking Transmission & Distribution (T&D) Engineering, Procurement and Construction (EPC) activities. Accordingly, the Company diversified its operations beyond its existing business of manufacturing CRGO laminations and expanded into the aforesaid new business segments. Except for the aforesaid expansion and diversification, there was no other change in the nature of business of the Company during the year under review.

LAMINATION:

SHARES:

(a) Buy-back of Securities: The Company has not bought back any of its securities during the financial year under review.

(b) Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the financial year under review.

(c) Bonus Shares: During the financial year under review, the Company has not issued any Bonus Equity Shares. Further, there has been no alteration or modification in the authorised share capital of the Company during the year under review.

(d) Employees Stock Option Plan: The Company has not provided any Employee Stock Option Scheme to its employees during the financial year under review.

(e) Issue of Shares with Differential Rights: The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the financial year under review.

(f) Other Securities: The Company has not issued any securities carrying voting rights or any other securities convertible into or exchangeable for equity shares during the financial year under review.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorized Share Capital of the Company as on March 31, 2026, stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crore only), consisting of 2,50,00,000 (Two Crore Fifty Lakh) equity shares of a face value of Rs. 10/- each. There was no change in the Authorized Share Capital of the Company during the financial year under review.

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31,2026, stood at Rs. 22,56,76,000 (Rupees Twenty-Two Crore Fifty-Six Lakh Seventy-Six Thousand only), consisting of 2,25,67,600 (Two Crore Twenty-Five Lakh Sixty-Seven Thousand Six Hundred) equity shares of a face value of Rs. 10/- each. There was no change in the Issued, Subscribed and Paid-up Share Capital during the financial year under review.

Accordingly, the Equity Share Capital of the Company as at 31st March, 2026 continues to stand same as per the details mentioned below:

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as at March 31,2026.

PUBLIC DEPOSITS:

The Company has neither accepted nor invited any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosures required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has complied with the provisions of Section 186 of the Companies Act, 2013, in respect of loans, guarantees, securities and investments. The particulars thereof are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2026, the Company entered into related party transactions in the ordinary course of its business and on an arm's length basis. None of the transactions entered into with the Pro-

moters, Directors, Key Managerial Personnel or other related parties were materially significant or prejudicial to the interests of the Company.

All related party transactions were subject to review and approval by the Audit Committee and the Board of Directors, as applicable, in accordance with the provisions of the Companies Act, 2013 and the applicable regulatory framework. In respect of transactions which were repetitive in nature and entered into in the ordinary course of business, omnibus approvals were obtained from the Audit Committee, wherever applicable, and the transactions undertaken pursuant thereto were placed before the Audit Committee on a quarterly basis for its review. The Company has formulated a Policy on Materiality of Related Party Transactions and the same has been approved by the Board of Directors. The Policy is available on the website of the Company at www. jaybeelaminations.co.in.

Further, the particulars of contracts or arrangements with related parties falling within the purview of Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Board's Report as An- nexure-I.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year ended March 31,2026, no significant or material orders were passed by any regulatory authority, court or tribunal which had a material adverse impact on the going concern status of the Company or its operations in the future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board & Key Managerial Personnel

As on March 31,2026, the Board of Directors of the Company comprised six (6) Directors, consisting of three (3) Executive Directors and three (3) Non-Executive Independent Directors. The composition of the Board was in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

The following were the Directors and Key Managerial Personnel of the Company as on March 31,2026:

S.No. Name of the Directors & KMPs Designation

Changes in the Composition of the Board

During the financial year under review, there was no change in the composition of the Board of Directors. Subsequent to the close of the financial year to the date of this report, Ms. Sunita Aggarwal was redesignated from Executive Director to Non-Executive Non-Independent Director with effect from May 26, 2026. Further, Mr. Atul Ladha resigned from the office of Non-Executive Independent Director of the Company with effect from June 26, 2026. Consequently, as on the date of this Report, the Board comprises two Executive Directors, one Non-Executive Non-Independent Director and two Non-Executive Independent Directors.

Directors Liable to Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mudit Aggarwal (DIN: 01324169), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The requisite details of the Director seeking re-appointment, as prescribed under the applicable provisions of the Companies Act, 2013 and the Listing

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Regulations, are provided in the Notice convening the ensuing Annual General Meeting, forming part of this Annual Report.

Directors' Disqualification

None of the Directors of the Company is disqualified from being appointed or continuing as a Director under Section 164(2) of the Companies Act, 2013. The Company has received the necessary declarations from the Directors confirming their eligibility and compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. A certificate from the Practicing Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority, forms part of this Annual Report.

BOARD MEETINGS:

The Board of Directors meets at regular intervals to deliberate upon and consider matters relating to the Company's business, operations, financial performance, strategic initiatives, investments, expansion plans and other matters requiring the attention and approval of the Board. The meetings are convened in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, with due notice to all the Directors.

During the financial year under review, the Board met 9 (Nine) times respectively on April 29, 2025, July 3, 2025,

July 11, 2025, August 20, 2025, September 4, 2025, October 31, 2025, December 1, 2025, January 21, 2026 and March 17, 2026. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the applicable Listing Regulations.

The attendance of Directors in the Board Meetings held during the year under review are as follows:

BOARD COMMITTEES:

The Board of Directors has constituted various Committees to support effective governance, provide focused oversight and facilitate informed decision-making on matters falling within their respective areas of responsibility. The Committees function in accordance with their respective terms of reference and applicable provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. The Committees deliberate upon matters entrusted to them and place their recommendations and observations before the Board for its consideration and appropriate action.

As on March 31, 2026, the Company had the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee. The composition and terms of reference of these Committees are reviewed by the Board from time to time to ensure compliance with the applicable statutory and regulatory requirements. The Committees convene meetings at such intervals as may be required under applicable law and based on the business needs of the Company. The Company Secretary acts as the Secretary to the Committees of the Board.

Audit Committee

The Audit Committee has been constituted in accordance with Section 177 of the Companies Act, 2013 read with the applicable Rules and the applicable provisions of the SEBI Listing Regulations. The Committee provides oversight on matters relating to financial reporting, audit processes, internal financial controls, related party transactions and other matters falling within its terms of reference. All members of the Committee pos-

sess the requisite financial literacy as prescribed under the applicable provisions. During the financial year 2025-26, the Audit Committee convened five meetings, on April 29, 2025, June 19, 2025, October 13, 2025, October 31,2025, February 20, 2026.

The details of its composition and attendance are given below:

All members of the Audit Committee possess the requisite financial literacy in accordance with the applicable provisions. The recommendations made by the Audit Committee during the year under review were placed before and duly considered by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted pursuant to Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations. The Committee supports the Board in ensuring an appropriate framework for matters concerning the appointment and remuneration of Directors, Key Managerial Personnel and senior management. It also considers matters relating to performance evaluation and other responsibilities entrusted to it under applicable law and its terms of reference.

During the financial year 2025-26, the Committee convened one meeting on April 21,2025. The composition of the Committee and attendance of its members are as follows:

Stakeholder's Relationship Committee

The Stakeholders' Relationship Committee has been constituted in accordance with Section 178(5) of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations. The Committee assists the Board in maintaining an effective mechanism for addressing the concerns and service-related matters of shareholders and other security holders and functions in accordance with its approved terms of reference.

During the financial year under review, the Committee held one meeting on March 13, 2026. The composition of the Committee and attendance of its members are as follows:

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee has been constituted pursuant to Section 135 of the Companies Act, 2013 read with the applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Committee oversees the Company's CSR framework and assists the Board in discharging its statutory responsibilities. It considers and recommends the CSR Policy, annual action plan and other CSR-relat- ed matters to the Board and monitors the implementation of approved CSR initiatives.

During the financial year under review, the Committee held one meeting on July 3, 2025. The composition of the Committee and attendance of its members are as follows:

INDEPENDENT DIRECTORS:

Declaration by Independent directors

Pursuant to Section 149(6) and Section 149(7) of the Companies Act, 2013 read with Schedule IV thereto and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have submitted the requisite declarations confirming that they meet the prescribed criteria of independence. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgement.

The Board, after taking into consideration the declarations and confirmations furnished by the Independent Directors and after undertaking due assessment of the veracity of such declarations, is of the opinion that the Independent Directors fulfil the conditions specified under Section 149(6) of the Companies Act, 2013 and are independent of the management of the Company.

The Company is listed on the SME Platform of NSE. Accordingly, the corporate governance provisions contained in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are generally not applicable to the Company pursuant to Regulation 15(2)(b) thereof, subject to the specific provisions applicable to SME listed entities.

Familiarization Programme

In accordance with the principles relating to the duties of Independent Directors under Schedule IV to the Companies Act, 2013, the Company provides appropriate familiarisation and orientation to its Independent Directors to enable them to understand the business, operations, industry environment, governance framework and their roles and responsibilities as members of the Board.

The familiarisation programme includes briefings on the Company's business operations, financial performance, strategic initiatives, regulatory developments, risk management framework and other matters relevant to the effective discharge of their duties. The Independent Directors are also provided opportunities to interact with the Company's senior management and functional heads, as and when required. Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes familiarisation requirements for listed entities; however, the said Regulation is not mandatorily applicable to the Company by virtue of the exemption under Regulation 15(2)(b) applicable to entities listed on the SME Exchange. The Company nevertheless follows appropriate familiarisation practices as a matter of good governance.

Separate Independent Directors' Meeting

During the financial year under review, the Independent Directors of the Company met separately, without the presence of Non-Independent Directors and members of the management, in accordance with Schedule IV to the Companies Act, 2013. Schedule IV requires the Independent Directors to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and members of management.

At the meeting, the Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the Company's management and the Board, as contemplated under

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Regulations 25(3) and 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 contain corresponding requirements for listed entities; however, these provisions are not mandatorily applicable to the Company pursuant to Regulation 15(2)(b) thereof.

BOARD EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Schedule IV thereto and the applicable provisions of the Companies (Accounts) Rules, 2014, the Company has carried out an annual evaluation of the performance of the Board, its Committees and individual Directors.

The evaluation process was undertaken in accordance with the evaluation criteria laid down by the Nomination and Remuneration Committee pursuant to Section 178(2) of the Companies Act, 2013, and the applicable Nomination and Remuneration Policy of the Company. The evaluation covered various parameters, including the composition and diversity of the Board, effectiveness of Board processes, quality and timeliness of information provided to the Board, participation and contribution of Directors, adherence to governance standards, strategic oversight and the effectiveness of the respective Committees.

The Board evaluated its own performance, the performance of its Committees and individual Directors, while the Independent Directors separately reviewed the performance of the Non-Independent Directors and the Board as a whole and the Chairperson, in accordance with Schedule IV to the Companies Act, 2013. The performance evaluation of Independent Directors was undertaken by the Board, with the Director being evaluated not participating in such evaluation.

The evaluation process also considered the effectiveness of Board deliberations, the contribution and commitment of Directors, the functioning of Board Committees, the quality and timeliness of information provided to the Board and the overall effectiveness of the governance framework. Based on the evaluation undertaken during the year, the Board was satisfied with the overall performance and effectiveness of the Board, its Committees and individual Directors. The evaluation process provided an opportunity to identify areas for continued improvement and to strengthen the overall effectiveness of the Board and its governance practices.

GENERAL MEETINGS:

The 37th Annual General Meeting of the Company for the financial year 2024-25 was held on September 27, 2025. No Extra-Ordinary General Meeting was convened by the Company during the financial year under review.

POSTAL BALLOT:

The Board of Directors of the Company, at its meeting held on July 11,2025, approved the Postal Ballot Notice seeking the approval of the Members, pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, for amendment in the Objects Clause of the Memorandum of Association ("MOA") of the Company and consequential re-numbering of the Object Clauses following the proposed substitution and insertion. The proposed amendment to the MOA was undertaken to align the constitutional documents of the Company with its evolving business model, diversification strategy and future expansion plans, including its proposed entry into Transformers and T&D EPC activities and related ancillary business opportunities. The Members approved the aforesaid Special Resolutions through Postal Ballot with the requisite majority, and the remote e-voting process concluded on August 10, 2025 at 5:00 p.m. (IST). The summary of proceedings and voting results were duly disclosed to the Stock Exchange(s) in accordance with Regulation 30 read with Schedule III of the SEBI Listing Regulations.

AUDITORS:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the applicable rules made thereunder, M/s Oswal Sunil & Company, Chartered Accountants (Firm Registration No. 016520N) were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the Annual General Meeting held for the financial year 2023-24 until the conclusion of the Annual

LAMINATIONS LTD.

General Meeting to be held for the financial year 2028-29. The Statutory Auditors have confirmed their eligibility and qualification for appointment in accordance with the provisions of Section 141 of the Companies Act, 2013 and the rules made thereunder.

Statutory Auditor's Report:

The Statutory Auditors' Report on the financial statements of the Company for the financial year ended March 31,2026, is self-explanatory and, therefore, does not call for any further explanation or comments by the Board. There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors' Report for the financial year 2025-26.

Reporting of Frauds by Statutory Auditors under Section 143(12)

There were no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 during the financial year under review.

Cost Records and Cost Audit:

In accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the requisite cost records. During the year under review, pursuant to Section 148 of the Companies Act, 2013 and the rules framed thereunder, the Board of Directors had appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454) as the Cost Auditors of the Company for the financial year 2025-26 to audit the cost records for the financial year ended March 31, 2026.

The Cost Auditor conducts the audit of the cost records of the Company and reports to the Audit Committee and the Board of Directors from time to time.

The Cost Audit Report for the financial year ended March 31,2026, does not contain any qualification, reservation or adverse remarks.

Further, the Board of Directors, on the recommendation of the Audit Committee, had re-appointed M/s MM & Associates, Cost Accountants (Firm Registration No. 000454) as the Cost Auditors of the Company for the financial year 2026-27 to conduct the audit for the financial year ending March 31,2027. The necessary resolution for ratification of the remuneration of the Cost Auditor for the financial year 2026-27 will be placed before the members for ratification at this Annual General Meeting of the Company.

Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Pankaj Nigam & Associates, Practicing Company Secretaries (FCS No. 7343) were appointed as the Secretarial Auditors of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditors is annexed to this Report as Annexure-II.

The Secretarial Audit Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comment from the Board of Directors.

Further, based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s Pankaj Nigam & Associates, Practicing Company Secretaries (FCS No. 7343) as the Secretarial Auditors of the Company for the financial year 2026-27. The Company has received the requisite consent from the Secretarial Auditors confirming their eligibility and that their appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Internal Auditor and their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the rules made thereunder, M/s SJC &

Co., Chartered Accountants (FRN: 031696N) w ere appointed as the Internal Auditors of the Company for the financial year 2025-26, on the recommendation of the Audit Committee and at such remuneration as may be mutually agreed upon between the Board of Directors, the Audit Committee and the Internal Auditors.

The Internal Auditors conduct internal audit of the functions and operations of the Company and submit their reports to the Audit Committee and the Board of Directors from time to time. The Internal Audit Reports for the financial year 2025-26 do not contain any qualification, reservation or adverse remark requiring any explanation or comment from the Board of Directors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, there were no instances of fraud reported by the Statutory Auditors, Cost Auditors, Internal Auditors or Secretarial Auditors of the Company to the Audit Committee or the Board of Directors, which are required to be disclosed in the Board's Report pursuant to Section 134(3)(ca) of the Companies Act, 2013 read with the applicable provisions of the Companies (Accounts) Rules, 2014.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013, during the financial year ended March 31,2026.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has established and maintained adequate internal financial controls with reference to its financial statements, commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, adherence to the Company's policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The internal financial control framework is supported by internal audits, periodic reviews by the management and the Audit Committee, and appropriate policies and procedures to ensure effective control over the Company's operations and financial reporting. The Audit Committee periodically reviews the Internal Audit Reports and monitors the effectiveness of the internal control framework. The scope and coverage of Internal Audit are determined based on an assessment of inherent risks, risk ratings, probability and impact of identified risks, significance of activities and the strength of the existing control environment. The adequacy and operating effectiveness of internal financial controls are periodically assessed and tested, covering key financial and operational controls, including the design and operating effectiveness of relevant controls.

Based on the assessment and testing undertaken during the year under review, the Company has, in all material respects, adequate internal financial controls with reference to its financial statements in place, and such controls were operating effectively during the financial year ended March 31,2026.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the assessments and reviews undertaken by the Management, the Audit Committee and the Board, together with the work performed by the Internal, Statutory, Cost and Secretarial Auditors, the Board is satisfied that the internal financial controls were adequate and operating effectively during the financial year ended March 31,2026. Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors, based on the information and explanations received by them and to the best of their knowledge and belief, hereby confirm that:

(a) in the preparation of the annual financial statements for the financial year ended March 31,2026, the applicable Accounting Standards have been followed along with the requirements of Schedule III to the Companies Act, 2013 and there are no material departures from the same;

(b) the Directors have selected appropriate accounting policies and applied them consistently and have 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, 2026 and of the profit of the Company for the financial year ended on that date;

LAM INATIUNS LTU.

(c) 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) the annual financial statements have been prepared on a going concern basis;

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company continues to undertake its Corporate Social Responsibility ("CSR") initiatives in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the applicable rules made thereunder and Schedule VII to the Act. The Company has constituted a CSR Committee and has adopted a CSR Policy providing the framework for identification, implementation, monitoring and reporting of its CSR activities. The CSR Policy of the Company is available on the website of the Company at https://www.jaybeelaminations.co.in/img/ Final_CSR%20Policy_V2.pdf.

The Company is committed to maintaining high standards of integrity, ethical conduct and professionalism. The Code of Conduct applicable to the Board of Directors and Senior Management Personnel is available on the Company's website at www.jaybeelaminations.co.in . Annual compliance is affirmed by the Board Members and Senior Management Personnel, and the certificate of the Managing Director confirming such compliance is enclosed to this Report.

The Company has in place a Policy on appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes and independence of Directors, as required under Section 178 of the Companies Act, 2013. The Policy is available on the Company's website at www.jaybeelaminations.co.in .

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism / Whistle Blower Policy. The mechanism enables Directors and employees to report genuine concerns and provides safeguards against victimisation, with direct access to the Chairperson of the Audit Committee in appropriate cases. The Policy is available on the Company's website at www.jaybeelaminations.co.in .

The Company has formulated and adopted various policies and codes pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, including the policies required under Section 178 and other applicable provisions. These policies are reviewed periodically and updated, wherever necessary, in line with applicable legal and regulatory requirements. The policies are available on the Company's website at www.jaybeelaminations.co.in .

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the applicable provisions of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31,2026 is available on the website of the Company at https://jaybeelaminations.co.in .

separate annexure forming part of this Report. However, pursuant to Section 136 of the Act, the Annual Report is being sent to the shareholders and other persons entitled thereto, excluding the said annexure. The annexure is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at cs@jaybeelaminations.co.in .

During the Financial Year 2025-26, no investor complaints were received by the Company. The designated email ID for investor grievances is investor@jaybeelaminations.co.in .

In line with the Green Initiative of the Ministry of Corporate Affairs and with a view to reducing paper consumption, the Notice of the 38th Annual General Meeting of the Company along with the Annual Report for the Financial Year 2025-26 is being sent electronically to those Members whose email addresses are registered with the Company/Depository Participant(s). The Annual Report is also available on the website of the Company at https://jaybeelaminations.co.in .