Dear Members,

Your Directors are pleased to present the 78^th (Seventy Eighth) Annual Report on the business and operations of Jaykay Enterprises Limited ("the Company" or "JKE") along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

2. PERFORMANCE HIGHLIGHTS

The standalone revenue from operations of your Company stands increased to Rs. 192.34 lakh during the financial year (FY) 2023-24 as against Rs. 29.70 lakh during the previous financial year. EBITDA was Rs. 1,382.53 lakh for FY 2023-24 as compared to Rs. 806.97 lakh during the previous financial year. The Net Profit for the year under review was Rs. 1292.64 lakh for FY 2023-24 as against Rs. 778.74 lakh during the previous financial year.

The consolidated revenue from operations of your Company stands increased to Rs. 5266.19 lakh during FY 2023-24 as compared to Rs. 4695.53 lakh during the previous financial year. The consolidated EBITDA was Rs. 1,738.56 lakh for FY 2023-24 as compared to Rs. 1,369.53 lakh during the previous financial year. On consolidated basis, your Company earned a Net Profit of Rs. 959.67 lakh for FY 2023-24 as against Rs. 826.72 lakh during the previous financial year.

3. DIVIDEND

Your Directors have not recommended any dividend for the period under review.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to reserves.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

In compliance with the provisions of the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations") the Company extends financial assistance to its group managed entities, in the form of investment, loan, guarantee etc., from time to time in order to meet their business requirements.

Details of loans, guarantees, securities provided, or investments made as covered under the provisions of Section 186 of the Act, during the year under review, forms part of the Notes to the financial statements provided in this Annual Report.

6. SIGNIFICANT EVENTS FOR THE COMPANY OCCURRED DURING THE YEAR UNDER REVIEW AND TILL THE DATE OF THIS REPORT

• Incorporation of two Wholly-Owned Subsidiary Companies (WoS)

The Company had incorporated two WoS i.e. JK Defence & Aerospace Limited on July 03, 2023 with the object to undertake the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries and JK Digital & Advance Systems Private Limited on July 27, 2023 with the object of carrying on the business of 3D printing and advanced systems, research and development services and other allied activities.

• Acquisition of Equity Stake in Allen Reinforced Plastics Private Limited

During the year, the Company through its WoS i.e. JK Defence & Aerospace Limited had acquired 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen). Subsequently, Allen had become a subsidiary of JK Defence & Aerospace Limited and a step-down subsidiary of the Company with effect from July 09, 2023.

Post FY 2023-24, the Company through its WoS had further acquired additional 1,94,03,363 partly paid- up equity shares in Allen on June 02, 2024, offered via Rights Issue. On Completion of full payment, JK Defence, shareholding in Allen will increase to 92.92%.

• Rights Issue of Equity Shares

During the year, the Company after taking Board of Directors approval on July 09, 2023, announced the Rights Issue of 5,84,57,688 fully paid-up equity shares in the ratio of (1:1) at a price of Rs. 25/- per Equity Share (including a premium of Rs. 24/- per equity share) to the existing shareholders of the Company for an amount not exceeding Rs. 14,614.42 lakhs. The Company had filed the Draft Letter of Offer (DLOF) dated January 25, 2024.

Post FY 2023-24, the company received letter from Bombay Stock Exchange (BSE) granting in-principle approval for undertaking the Issue and SEBI had issued final observations on DLOF. Further, the Rights Issue Committee of the Board of Directors fixed the Record date i.e. Friday, July 19, 2024 for the purpose of determining the shareholders eligible to apply for the equity shares in the Rights Issue of the Company.

The company is in the process of filing the letter of offer with BSE and SEBI.

• Neumesh Labs Private Limited (Material Subsidiary) signs Memorandum of Understanding ("MoU") with Agnikul Cosmos Private Limited

Neumesh Labs Private Limited, material subsidiary of the company entered into a MoU with Agnikul Cosmos Private Limited, a Chennai headquartered Space-tech start-up Company on August 9, 2023. The MoU includes supply and maintenance of Metal Printer, Part Printing and Supply of Metal Powder.

• Joint Venture with Phillips Machine Tools India Private Limited

The Company had entered into a Joint Venture with Phillips Machine Tools India Private Limited, a subsidiary of Phillips Corporation, USA, to form and constitute a Limited Liability Partnership (LLP) under the name and style of JK Phillips LLP pursuant to the Limited Liability Partnership Agreement dated December 20, 2023. The LLP has been formed on December 28, 2023 to carry out the business of trading and distribution of Advance systems which includes CNC machines, lathes, hydraulic press, 3D printers, moulding machines and accessories originally produced by Phillips and other manufacturing/ trading activities including after-sales services.

• Tripartite Agreement to manufacture Medical Implants executed between JK Digital & Advanced Systems Private Limited, EOS Electro Optical Systems India Private Limited and Meril Innovations Private Limited

During the year, JK Digital & Advanced Systems Private Limited a WoS of the Company had completed the execution of a Tripartite Manufacturing Agreement on January 19, 2024 with Meril Innovations Private Limited, Gujarat (Meril Life Sciences), a leading MedTech Solutions Company, for production of Medical Devices/Implants through 3D Printing along with its technology Partner EOS, Chennai a WoS of EOS GmBH of Germany.

The Agreement provides for JK Digital to Install, operate specified 3D Printers assisted by EOS, for manufacturing of Orthopedic Implants at Meril Life Sciences premises in Gujarat.

• Merger of Business of Silvergrey Engineers into the Company

In line with the approval of Board of Directors of the Company accorded on May 29, 2023 the Company had executed Dissolution cum Retirement Deed with Ujala Merchants and Traders Limited (UMTL) dated February 3, 2024, where in UMTL agreed to retire from the from the partnership of Silvergrey Engineers w.e.f. January 31, 2024, resulting the Company acquired the balance 1% stake in Silvergrey Engineers, pursuant to which the Company, will carry on the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries as a division/segment of the Company.

• Approval of Land Parcel to JK Defence & Aerospace Limited (WoS) in Bangalore Rural District

JK Defence & Aerospace Limited WoS of the Company, had been accorded an approval from the Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government of Karnataka on March 13, 2024 w.r.t. the investment proposal to establish a unit for manufacture of "Precision Turned Components and all types of Engineering Goods for the Defence, Aerospace and other Allied Industries including assembling in all kinds of products of Defence and Aerospace Equipments".

The approval includes allotment of 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District and necessary permission for water and power connections and associated NOC(s) from state industry authority. The unit will be eligible for incentives and concession as per applicable policy of the State.

7. SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

Authorised Capital

During Financial year 2023-24, there was no change in the authorised share capital of the Company. The authorised share capital of the Company as on March 31, 2024, stood at Rs. 1,40,00,00,000 divided into 1,25,00,00,000 Equity Shares of Rs. 1/- each, 2,00,000-11% Cumulative Redeemable Preference Shares of Rs. 100/- each, 6,00,000-14% Cumulative Redeemable Preference Shares of Rs. 100/- each, 2,00,000-15% Cumulative Redeemable Preference Shares of Rs. 100/-each and 5,00,000 Unclassified Shares of Rs. 100/- each.

Issued, subscribed and Paid-up Capital

At the beginning of FY 2023-24 the issued, subscribed and paid-up Equity Share capital stood at Rs. 5,24,68,358/- divided into 5,24,68,358 equity shares of face value Rs. 1/- each.

During FY 2023-24, the Committee of Directors of the Company at their meeting held on June 26, 2023, approved the allotment of 59,89,330 Equity Shares of face value Rs. 1/- each, pursuant to conversion of Fully Convertible Warrants issued on June 11, 2022 at a price of Rs. 65/- per warrant by way of preferential allotment, to the persons belonging to "Promoter and Promoter group" category.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company stands increased from INR 5,24,68,358/- to Rs. 5,84,57,688/- equity shares of face value of Rs. 1/- each.

Proposed Rights Issue of Equity Shares

The Board of Directors at their meeting held on July 09, 2023 have approved issuance of 5,84,57,688 fully paid equity shares of face value of Rs1/- each at a price of Rs 25/- (including a premium of Rs24/- per equity share) by way of rights issue to the existing equity shareholders of the Company in ratio of (1:1) i.e. 1 Rights Equity Share for every 1 fully paid-up equity shares for an amount aggregating to Rs14,614.42 lakhs, in accordance with Companies Act, 2013 and the rules made thereunder, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018, as amended, and other applicable laws (‘Issue").

Pursuant to the above referred board approval and as approved by the Rights Issue Committee in its meeting held on January 25, 2024, the company had filed the Draft Letter of Offer ("DLOF") dated January 25, 2024, in connection with the issue with BSE and SEBI.

Post FY 2023-24, the company received letter from BSE granting in-principle approval for undertaking the Issue and SEBI had issued final observations on DLOF. Further, the Rights Issue Committee of the Board of Directors fixed the Record date i.e. Friday, July 19, 2024 for the purpose of determining the shareholders eligible to apply for the equity shares in the Rights Issue of the Company.

Inter-se-Transfer of Equity Shares among Promoter and Promoter group

Mr. Abhishek Singhania, Promoter and Chairman & Managing Director of the Company acquired 3,79,966 Equity Shares of face value of INR 1/- each representing 0.65% of the paid-up equity share capital of the Company on March 27, 2024 from JK Traders Limited, one of the member of the promoter and promoter group, through inter-se-transfer in reliance upon exemption provided in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Subsequently, the shareholding of Mr. Abhishek Singhania in the Company stand increased to 25.10%.

8. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES/ ASSOCIATES

As on March 31, 2024, the Company has 4 subsidiaries including one step down subsidiary,1 Associate Company and 1 Joint Venture in the form of LLP i.e. (i) Neumesh Labs Private Limited (Material Subsidiary) (ii) JK Defence & Aerospace Limited (WoS), (iii) JK Digital & Advance Systems Private Limited (WoS), (iv) Allen Reinforced Plastics Private Limited (Step-down Material Subsidiary), (v) Nebula3D Services Private Limited (Associate), (vi) JK Phillips LLP ("JK Phillips") (JV LLP).

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of the Annual Report. Further, a separate statement containing the salient features of financial statements of the Company's Subsidiaries/ Associate Company/Joint Venture, in the prescribed Form AOC-1, forms part of this Annual Report.

In accordance with section 136 of the Act, the Copies of audited financial statements of Company's Subsidiaries/ Associate Company / Joint Venture are available on the Company's website viz. www. iavkaventerprises.com/investors/stock-exchanqe-compliances/audited-financial-statements-of subsidiaries/ and shall also be kept open for inspection at the registered office of the Company or through electronic mode. Further, the same will also be available electronically for inspection by the members during the AGM.

In terms of SEBI Listing Regulations, the Company has a policy in place for determining "material subsidiary". The said policy is available on the website viz. https://www.javkaventerprises.com/policies/.

In terms of regulation 16(1)(c) of the SEBI Listing Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding FY. Further, in terms of regulation 24(1) of the SEBI Listing Regulations, at least one independent director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Based on the Audited Financials of the Company for FY 2023-24, pursuant to Regulation 16(1) and Regulation 24(1) of Listing Regulations, Neumesh and Allen shall be the material subsidiaries of the Company for the financial year 2024-25.

Brief description about Company's Subsidiaries/ Associate Company/Joint Venture during FY ended March 31, 2024 are given below:

(i) Neumesh Labs Private Limited:

Neumesh Labs Private Limited ("Neumesh") was incorporated on January 04, 2021, having its registered office at 29/1, D.D. Road, Kamla Tower, Kanpur, Uttar Pradesh-208001, pursuing its business of providing complete solutions for Additive Manufacturing including 3D manufacturing printing, Digital Set-up, sale of 3D Printers and market software products for 3D applications. It has a Center of Excellence for Hi- Tech Manufacturing established in Bangalore. The Company's manufacturing plant located at Plot No. 477B, 4^th Phase, Peenya Industrial Area, Bangalore, Karnataka.

Neumesh, has also indigenously developed a polymer printer JK Print 300 and JKPM3 series, a Powder Management System which was unveiled at IMTEX 23 Fair in Bengaluru.

During the year, Neumesh had entered into a MoU with Agnikul Cosmos Private Limited, a Chennai headquartered Space-tech start-up Company. The MoU includes supply and maintenance of Metal Printer, Part Printing and Supply of Metal Powder.

Financial Performance

(in Lakhs)

(ii) JK Defence & Aerospace Limited:

JK Defence & Aerospace Limited ("JK Defence"), was incorporated on July 03, 2023 as a wholly owned subsidiary of the Company, having its registered office at 4^th Floor JK Building, A-2 Local Shopping Centre, Masjid Moth, South Delhi, New Delhi-110048, with the primary objective to actively participate and undertake business of machining and manufacturing of precision-turned components and all type of engineering goods for the defence, aerospace and other allied industries.

During the year, JK Defence acquired 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen). Subsequently, Allen had become a subsidiary of JK Defence and a step-down subsidiary of the Company with effect from July 09, 2023. Subsequent to the close of FY 2023-24, JK defence had further acquired additional 1,94,03,363 partly paid-up equity shares in Allen on June 02, 2024, offered via Rights Issue. On Completion of full payment, JK Defence, shareholding in Allen will increase to 92.92%.

JK Defence focusses on Defence and Aerospace Sector to procure orders under the brand "JK" aided by enhanced understanding of the defence industry and leveraging synergies from Allen.

It proposed to set up manufacturing facility for defence related products like Missile System Assembly parts Brackets, Door Assembly Parts for Airbus, Landing Gear parts, Indian Naval System-Chassis Assembly Parts, Missile Parts- Front Panel Assembly, etc.

JK Defence had been accorded an approval from the Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government of Karnataka on March 13, 2024 w.r.t. the investment proposal to establish a unit for manufacture of "Precision Turned Components and all types of Engineering Goods for the Defence, Aerospace and other Allied Industries including assembling in all kinds of products of Defence and Aerospace Equipments". The approval includes allotment of 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District and necessary permission for water and power connections and associated NOC(s) from state industry authority.

During the period/year ended March 31, 2024, JK Defence has reported loss of Rs. 653.50 Lakh.

(iii) JK Digital & Advance Systems Private Limited

JK Digital & Advance Systems Private Limited ("JK Digital") was incorporated on July 27, 2023, having its registered office at 4^th Floor JK Building, A-2 Local Shopping Centre, Masjid Moth, South Delhi, New Delhi-110048, with the object of operating into 3D Printing works and advanced systems, research and developments services and other allied services.

The strategic decision to incorporate JK Digital is to establish a direct presence in the 3D Printing and Advanced systems business domain, under the brand of "JK". The experience, strength and collaborations entered into by the Neumesh (material subsidiary), will enable the Company to capitalize on its expertise.

Further, it proposed to establish a Centre of Excellence, wherein the clients can carry out their Research & Development of their products.

JK Digital plans to operate on the model based on "Your place-Our machine-Our services-Your applications". It had signed up with a customer viz M/s Meril Medical Innovation Private Limited wherein it would be setting up 3D printers and providing 3D manufacturing services. JK Digital will be manufacturing Medical Devices/Implants through 3D Printing along with its technology Partner EOS Electro Optical Systems India Private Limited, Chennai, a WoS of EOS GmBH of Germany.

During the period/year ended March 31, 2024, JK Digital has reported loss of Rs. 2.14 Lakh.

(iv) Allen Reinforced Plastics Private Limited:

Allen Reinforced Plastics Private Limited ("Allen") was incorporated on December 31, 1987, having its registered office at 6-3-856/4, Sadath Manzil colony, Ameerpet, Opposite to Lane to Green Park Hotel, Hyderabad-500016, Telangana and is involved in the design, development, manufacture and testing of composite and allied engineering products for the purpose of Defence, Aerospace and Engineering products. On July 09, 2023 Allen became the step-down subsidiary of the Company through its acquisition by JK Defence & Aerospace Limited

Allen, has been catering to the Defence requirement of the nation for more than 32 years, and is involved in indigenization, development and production of defence applications products., prominent among them are Konkur Launcher Tubes, Pinaka Rocket Launch Tubes & Submarine Mine Laying Equipment, underwater mines, Air frames for Brahmos etc.

Allen has state of art manufacturing facilities at its two Units i.e., IDA Bollaram located at 155/B/1&2, Industrial Estate, Bollaram, Telangana-502325 and IDA Cherlapally located at Plot No. 204/3,4,7&8, Phase-II, Cherlapally, Telangana-500051.

Financial Performance:

(in Lakhs)

(v) Nebula3D Services Private Limited:

Nebula3D Services Private Limited ("Nebula") was incorporated on March 06, 2015, having its registered office at No. 966, 18^th B Cross, 2^nd Main, Ideal Home Township, Rajarajeshwari Nagar, Bangalore, Bangalore- 560098, Karnataka, pursuing business of providing full suite of Digital Engineering Services to Automotive, Aerospace, Heavy Engineering, Oil & Gas and Power & Energy sectors. Its Digital Engineering Services include reverse engineering, plant modelling, 3D scanning,3D product designing.

Nebula has a rich experience of almost 18 years in providing digitization services specialized in laser scanning, laser tracker, plant design, product tear-down benchmarking and 3D CAD services for leading OEMs in India and overseas using advanced engineering tools and experienced resources.

Nebula has its plant located at No. 966, 18th - B Cross, 2^nd Cross Rd, Ideal Homes Twp, RR Nagar, Bengaluru, Karnataka.

Financial Performance:

(in Lakhs)

(vi) JK Phillips LLP:

JK Phillips LLP a Limited Liability Partnership ("LLP") was incorporated on December 28, 2023, having its registered office at 2^nd Floor JK Building, A2 Local Shopping Complex, Greater Kailash, New Delhi-110048, pursuant to an Agreement dated December 20, 2023 entered into between the Company and Phillips Machine Tools India Private Limited, a subsidiary of Phillips Corporation, USA.

The Company has made an initial capital contribution of Rs. 1,00,000/- (Rupees One Lakhs Only) in the LLP and holds 50% of the right to share profit in the JV LLP.

The LLP has been formed to carry on the business of trading and distribution of Advance systems which includes CNC machines, lathes, hydraulic press, 3D printers, moulding machines and accessories originally produced by Phillips and other manufacturing/trading activities including after-sales services.

During the period/year ended March 31, 2024, JK Phillips LLP has reported loss of Rs. 5.56 Lakh.

9. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors' Report, form part of the Annual Report. As per the provisions of Section 129 of the Act, the Consolidated Financial Statements of the Company and its subsidiary are attached in the Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A REPORT")

As required under Regulation 34 read with Schedule V of Listing Regulations, the MD&A Report is presented in a separate section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic developments, performance and state of affairs of the Company's business, risk management systems and other material developments (on consolidated basis) during the year under review.

11. MEETINGS OF THE BOARD AND ITS COMMITTEES Meetings of the Board

The Board meets at least four times in a year, within a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part-A of Schedule II of the Listing Regulations. The dates for the Board and Committee Meetings are generally decided in advance and communicated to the directors in timely manner. The Board also meets and conduct additional meetings as and when required and thought fit. The Management discuss the items to be included in the Board/Committee(s) agenda.

The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled during the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of Chairman of the meeting and with the consent of majority of the Board/Committee members present in the Meeting, including independent director(s). The Senior Management officials are also invited to various Board / Committee meetings to provide additional input on the matters being discussed by the Board and its Committees. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During the FY 2023-24, Board met Six (6) Board times on April 18, 2023, May 29, 2023, July 09, 2023, August 10, 2023, November 07, 2023, and February 06, 2024 details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Committees of the Board

The Company has the following 5 (Five) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Committee of Director

5. Rights Issue Committee

The composition, terms of reference, details of meetings of Board and Committee(s) during the FY 2023-24 have been provided under the Corporate Governance Report forming part of this Annual report.

All the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders' value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

As on March 31,2024, the Board was comprised of 6 (six) directors, out of which 1 (one) was a Promoter and Executive Director (Chairman and Managing Director), 2 (two) were Non-Executive and Non-Independent Directors and 3 (three) were Non-Executive Independent Directors (including one Woman Independent Director).

Further, during the year under review and till date of this report, following changes occurred in directorship and key managerial personnel of the Company:

DIRECTORS

• Mr. Abhishek Singhania (DIN: 00087844) was re-appointed as Chairman & Managing Director ("CMD") of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on February 06, 2024, who shall not be liable to retire by rotation, for a further period of 3 (three) years commencing from July 1, 2024 to June 30, 2027 without remuneration. Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder's approval was obtained through Postal Ballot on March 16, 2024.

• Mr. Satish Chandra Gupta (DIN: 01595040) who was appointed as an Additional Director (Non-Executive and Non-Independent) by the Board of Directors of the Company at their meeting held on April 15,2024. Subsequently, due to some unavoidable personal reasons, resigned with effect from May 10, 2024.

• Mr. Partho Pratim Kar (DIN:00508567) was re-designated as Joint Managing Director ("JMD") of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on April 15, 2024, who shall be liable to retire by rotation, for a period of 3 (three) years commencing from April 15, 2024 to April 14, 2027, without remuneration. Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder's approval was obtained through Postal Ballot on June 23, 2024.

• Mrs. Renu Nanda (DIN: 08493324) was re-appointed as the Non- Executive Independent Director of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on May 10, 2024, for a second term of 5 (Five) years commencing from August 14, 2024 to August 13, 2029, Subsequently, in terms of Regulation 17(1C) of the SEBI Listing Regulations the shareholder's approval was obtained through Postal Ballot on June 23, 2024.

Rationale for re-appointment of Mrs. Renu Nanda: Nomination and Remuneration Committee, after taking into account the positive outcome of the performance evaluation of Mrs. Renu Nanda during her first term as an Independent Director and considering her skills, acumen, knowledge, time commitment to Company, experience, as well as her contribution to the Company, recommended her re-appointment to the Board for a second term as the the Non- Executive Independent Director of the Company.

• In terms of the provisions of Section 152 of the Act, Mr. Partho Pratim Kar (DIN:00508567), JMD of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, he has offered himself for re-appointment. The Board members recommends his re-appointment at the ensuing AGM for due consideration and approval of members of the Company. Mr. Partho Pratim Kar shall continue to hold his office of JMD and such re-appointment as director shall not be constitute a break in his appointment.

Brief profile of Mr. Partho Pratim Kar along with details as required under SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), are provided in the Notice convening the 78^th AGM.

None of the above Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

KEY MANAGERIAL PERSONNEL

• Mr. Abhishek Pandey (Membership No: ACS 21958) resigned as the Company Secretary & Compliance Officer of the Company with effect from close of business hours on April 14, 2023, to pursue other career opportunities. Consequent to the resignation of Mr. Abhishek Pandey, the Board on the recommendation of NRC, had appointed Mr. Yogesh Sharma (Membership No: ACS 29286) as the Company Secretary & Compliance Officer of the Company with effect from April 18, 2023.

• Consequent upon re-designation of Mr. Partho Pratim Kar from Non-Executive, Non-Independent Director of the Company to Joint Managing Director, He was also appointed as the Key Managerial Personnel of the Company by the Board of Directors based on the recommendation of Nomination and Remuneration Committee on April 15, 2024.

Pursuant to the provisions of section 203 of the Act, Mr. Abhishek Singhania, Chairman and Managing Director, Mr. Partho Pratim Kar, Joint Managing Director, Mr. Sanjay Jain, Chief Financial Officer and Mr. Yogesh Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on the date of this report.

13. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Listing Regulations the Independent Directors of the Company have given a written declaration to the Company confirming that they meet the criteria of independence as stipulated under Act and Listing Regulations, and that they have complied with the Code of Conduct specified in Schedule IV to the Act and also that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with the Listing Regulations, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence/proficiency possessed by the Directors is given in detail in the Report on Corporate Governance forming part of the Annual Report.

Independent Directors have also confirmed that they have registered their names in the independent directors' databank with the Indian Institute of Corporate Affairs.

14. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, The Board in coordination with and the recommendation of the Nomination and Remuneration Committee (NRC), carried out an annual evaluation of the performance of the entire Board, its Committees and of individual directors including Independent Directors based out of the criteria and framework adopted by the Board. The Board considered and discussed the inputs received from the Directors.

Overview of evaluation framework and criteria:

Evaluation Process

• Structured questionnaire covering aforementioned aspects were shared with the Directors;

• During the evaluation process, Board members submitted their response on a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board.

• The independent directors met separately on May 10, 2024 without the presence of non-independent directors and discussed inter-alia following:- - The performance of non-independent directors and Board as a whole;

- The performance of the Chairman of the Company and

- Assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The NRC has also carried out evaluation of each Director's performance. The performance evaluation of the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2023-24. Following is summary of outcome of evaluation:

• The results of evaluation were shared with the Board, Chairman of respective Committees;

• The directors expressed their satisfaction with the evaluation process and

• The results of evaluation showed high level of commitment and engagement of Board, its various committees and

• management

15. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. All Directors and Senior Management Personnel had affirmed that they have complied with the provisions of the said code during FY 2023-24. For further details, please refer the Corporate Governance Report.

16. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and Senior Management. The extract of the Nomination & Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of the Annual Report.

The Nomination and Remuneration Policy is available and can be accessed from the website at the link: https://www.iaykaventerprises.com/policies.

17. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care for 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;

(iv) They have prepared the annual accounts on a going concern basis;

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

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

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished below. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, this Report is being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of your Company or at the email address cs@iaykayenterprises.com .

• Ratio of the remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2023-24 is as follows: Mr. Partho Pratim Kar is 29.98.

• Percentage increase in remuneration of Mr. Partho Pratim Kar Non-Executive Non-Independent Director¹ in the financial year 2023-24 is Nil.

• Percentage increase in remuneration of Mr. Sanjay Jain Chief Financial Officer and Mr. Yogesh Sharma Company Secretary in the financial year 2023-24 are Nil.

• The percentage increase in the median remuneration of employees for the financial year was - 68.16%.

• The total number of permanent employees on the rolls of the Company as on March 31, 2024 were 28².

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the FY 2023-24, 12.5% is average increment of employees other than managerial personnel and there has been no change in the overall remuneration of managerial personnel during FY 2023-24.

• It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

Notes:

1. Mr. Partho Pratim Kar was re-designated as the Joint Managing Director of the Company for a period of 3 (three) years commencing from April 15, 2024 to April 14, 2027 (both days inclusive) and in terms of the employment agreement entered into with him and the Company all the existing arrangements including payment of remuneration as management consultancy fees to Mr. Partho Pratim Kar have been done away with.

2. The increase in number of employees in comparison to previous financial year is due to merger of entire business of Silvergrey Engineers into the Company.

Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

• Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the aggregate, was not less than One Crore and Two lakh rupees: NIL.

• Details of employees Employed for a part of the financial year who were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL.

• Details of employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

It is hereby affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

19. CHANGE IN THE NATURE OF THE BUSINESS

There has been no change in the change in the nature of business during period under review.

20. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of your Company which have occurred during the FY 2023-24 and till the date of this report.

21. EXPLANATION REGARDING VARIATION/DEVIATION IN UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE

During the year under review there were no variation/deviation in utilization of funds raised through preferential issue in terms of Regulation 32 of Listing Regulations.

Further the entire proceeds raised by issuance of 59,89,330 fully convertible warrants on preferential basis to the persons belonging to ‘promoter and promoter group' have been fully utilized for the objects as stated in the explanatory statement to the notice of extra-ordinary general meeting dated 12.04.2022.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has an adequate system of internal financial controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. Such internal financial controls are supplemented by an extensive programme of Internal Audits, review by Management and documented policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Company's assets. Internal Financial Control of the Company are adequate with reference to the Financial Statements and operating effectively.

23. PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has in place an Insider Trading Policy to Regulate, Monitor and Report trading by Designated Persons ("Code"). The said Code lays down guidelines which provide the procedure to be followed and disclosures whilst dealing with the shares of the Company. The Company has also put in place the institutional mechanism for prevention of insider trading. The Company has set up a mechanism for monitoring the dealings in equity shares of the Company by the Designated Persons and their immediate relatives.

24. PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits covered under Chapter V of the Act. Further, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2024.

25. ANNUAL RETURN

In terms of Section 92, 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is placed on the website of the Company, at the link: https://www.iaykayenterprises.com/investors/annual-returns/.

26. RELATED PARTY TRANSACTIONS

During the year under review:

a) all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on an arm's length basis;

b) contracts / arrangements / transactions which were material, were entered into with related parties in accordance with the Policy of the Company on Related Party Transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The members may refer Notes to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

The Policy on Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://www.iaykaventerprises.com/policies. Prior omnibus approval is obtained for related party transactions which are of a repetitive nature and/or entered in the ordinary course of business and are at arm's length basis.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are furnished hereunder:

A. Conservation of Energy

a) Steps taken for energy conservation / utilizing alternate source of energy: The Company is taking all possible measures and gives priority to conserve energy.

Your Company has taken following significant energy conservation measures:

• The Company focused on replacement of existing fixtures LED lights for energy efficiency.

• The equipment's, accessories and fitments are under regular preventive maintenance and proactive functionality checks and

• The Company has used alternate source of energy, whenever and to the extent possible

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation measures taken from time to time have resulted in considerable reduction of energy and thereby reducing the cost.

B. Technology Absorption:

a) Efforts in brief, made towards technology absorption:- The Company tends to uses latest technology and Equipments in its business.

b) Benefits derived like product improvement, cost reduction, product development, import substitution etc: Not Applicable

c) In case of imported technology (imported during last 3 years reckoned from the beginning of the financial year), following information may be furnished: NIL

d) The expenditure incurred on Research & Development: NIL

C. Foreign Exchange Earnings and Outgo: During the year, there was neither inflow nor outflow of foreign exchange.

28. AUDITORS AND AUDITOR'S REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 76^th Annual General Meeting (‘AGM') of the Company held on September 20, 2022, approved the appointment of M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No. 000186C) as the Statutory Auditors for a period of five (5) consecutive years, until the conclusion of the 81^st AGM to be held in the year 2027.

The Report given by M/s P. L. Tandon & Co. on the Financial Statements of your Company for the financial year ended 31^st March 2024 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year ended 31^st March 2024, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Secretarial Audit was carried out by M/s. Varuna Mittal & Associates, Company Secretaries (Peer Review Number: 2745/2022), for the financial year ended 31^st March 2024, appointed as Secretarial Auditors of your Company for the financial year 2023-24. The Secretarial Audit Report for the FY 2023-24 is enclosed as "Annexure-I" to this Board Report.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act.

In addition to the above, a report on secretarial compliance issued by M/s. Varuna Mittal & Associates, Company Secretaries for the FY ended March 31, 2024 has been submitted to stock exchanges within the prescribed timeline.

The Company's unlisted material subsidiaries viz. Neumesh and Allen have also undergone Secretarial Audit in terms of regulation 24A of SEBI Listing Regulations. The Secretarial Audit Reports of Neumesh and Allen are also annexed herewith as Annexure - II and Annexure - III, respectively to this report.

The Secretarial Audit Reports of Neumesh do not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Allen confirms that the Company has complied with the applicable provisions of the Act, Rules and that there were no deviations or non-compliances except Compliance of Section 152 of the Act, no Director was retire by rotation in the Annual General Meeting held on September 30, 2023.

The Board of Allen confirms and ensures the compliance of provision of Section 152 of the Act, i.e. approval to appoint a Director in place of retiring director be placed at every AGM the Company going forward.

Internal Auditor

Pursuant to the provisions of Section 138 read with Rule13 of the Companies (Accounts) Rules, 2014 your Company has engaged the services of M/s. Alok Pandey & Company, Chartered Accountants to conduct the internal audit of the functions and activities of the Company for the Financial Year 2023-2024.

And based on internal audit activities carried out by them it was reported that the internal controls are adequate and are operating effectively and commensurate with the size and the nature of business operations.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

30. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

31. RISK MANAGEMENT

Your Company has in place a Risk Management Policy and in the opinion of the Board of Directors, during the period under review, there were no elements of risk identified which may threaten the existence of your Company.

The Company has been from time to time been analyzing various risk assessment and minimization procedures including addressing various risks impacting the Company. The Company's documented Risk Management Policy acts as an effective tool in identifying, evaluating and managing significant risks and prioritizing relevant action plans in order to mitigate such risks. The Risk Management Policy has been posted on the website of the Company at the link: https://www.iaykaventerprises.com/policies.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a whistleblower mechanism to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The Policy provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

Detailed disclosure regarding Whistle Blower Policy/Vigil Mechanism is provided in Corporate Governance Report forming part of the Annual Report.

During the year under review No complaint/grievance under Whistle Blower has been received by the Company.

The Whistle Blower Policy has been posted on the website of the Company at the link: https://www.jaykayenterprises.com/polides

33. CORPORATE SOCIAL RESPONSIBILITY

The Company's profits, net worth and turnover are below the criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not applicable to the Company during the F.Y. 2023-24.

Annual report on Corporate Social Responsibility is annexed hereto as Annexure -IV.

34. REPORT ON CORPORATE GOVERNANCE ("CG REPORT")

The Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability. The Board members support the broad principles of Corporate Governance and lays emphasis on its role to align and direct the actions of the Company in achieving its objectives. The CG Report for the year under review, as stipulated under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

The certificate from the Practicing Company Secretary (i.e. M/s. Varuna Mittal & Associates, Company Secretaries (Firm Registration No. S2020DE762400) confirming compliance with the conditions of Corporate Governance is enclosed as an Annexure to the CG Report.

35. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company as a group has in place a Prevention of Sexual Harassment (POSH) Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The policy on Sexual Harassment adopted to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

Details regarding complaints pending at the beginning, received and disposed of during the FY 2023-24 etc. are disclosed in the Corporate Governance Report.

36. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards i.e. SS-1 & SS-2, issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act and that such systems are adequate and operating effectively.

37. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS

The Company had received Adjudication Order passed by SEBI vide Ref No. Order/SS/RK/2020202023- 24/29750 dated November 09,2023 in respect of irregularities found in the business as Registrar to an Issue & Share Transfer Agent (Category II) during the inspection carried out by SEBI for the period April 01, 2020, to December 31, 2021. Further, SEBI has imposed a penalty of Rs. 10 lacs on the Company, which was duly deposited by the Company to SEBI.

The said penalty pertains to the non-compliance made by the Company in the FY 20-21 and the same does not have any impact on the Company going concern status and the operations in future.

Apart from above there were no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

38. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its associate have adopted "IND AS" with effect from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.

39. DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company hasn't entered any sort of OTS (One- Time Settlement) with banks, financial institutions in respect of any type of secured loans, unsecured loans, Lease or any other type of credit facilities in respect of its indebtedness, furthermore there weren't any significant differences in respect of valuation while obtaining loan from banks, financial institutions during the financial year ended March 31, 2024.

41. ADDITIONAL INFORMATION

• Land Ownership Dispute Rishra, District Hooghly, Kolkata

In and around May, 2021 a demand was raised upon the company by Rishra Municipality to pay the outstanding tax in respect of the land. The company in order to comply with the demand raised by the Municipality and in lieu of practicing good governance, paid the outstanding amount. Thereafter, the company made an application before the municipality for name change in the mutation record from JK Steel Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality circulated a public notice thereby inviting objections/suggestions from the public at large. No objections or dispute was raised by any person. Hence, Rishra Municipality after following due process of law, was pleased to grant mutation in favour of the company.

That while the company was in the possession of the land, there was an order from the Hon'ble High Court of Calcutta ("High Court") directing the Official Liquidator of Rishra Steel Ltd. to take charge and custody of the land. The company had filed an appeal against the said order before the Division Bench of the High Court. The High Court during the pendency of the matter has recorded an observation disputing the ownership of the land in question.

It is pertinent to note that the official liquidator who is claiming the ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance deed. The aforesaid appeal has been disposed off by the High Court, giving the company liberty to agitate all the claims before the Kolkata bench of the Hon'ble NCLT ("NCLT").

The intervention application was listed on many occasions and was also heard at length by the Hon'ble bench, however, the NCLT rejected the application filed by the company on the grounds that the ownership of the land in question is disputed and cannot be ascertained by NCLT. Pertinently, it was also observed that the land was sold to Rishra in exchange of consideration, but conveyance deed was not executed by the parties. In light of the above and based on the true facts and circumstances, the company has accepted the order of NCLT and has decided not to prefer an appeal to the aforesaid impugned order of the NCLT.

• Update on Land at Jhalawar, Rajasthan

With respect to the matter of transfer of land situated at Prithvipura, Jhalawar, Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village (MVV), the District Collector Jhalawar, Rajasthan had sought approval from the Industries and Commerce Department (Group-II), Government of Rajasthan for the transferring of leasehold rights from Jaykay Enterprises Limited to MVV.

The Industries and Commerce Department (Group-II), Government of Rajasthan vide letter dated 16^th June 2023 had provided approval to the District Collector, Jhalawar for transferring of leasehold rights in favour of MVV for the remaining period of 99 (ninety-nine) years to be reckoned from the date of allotment.

Thereafter, the company received the full and final payment from Mukundra Vedic as agreed under the Agreement dated 04.12.2021. The Industries and Commerce Department (Group-II) under the Government of Rajasthan, upon being satisfied with all the compliances, executed a new lease deed in favour of Mukundra Vedic, thereby concluding the transaction for the transfer of land in the name of Mukundra Vedic.

GENERAL

No disclosure or reporting is made in respect following items, as there were no transactions during FY 2023-24:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of employee stock options;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

• There were no amount proposed to be transferred to the general reserves;

• In terms of the provisions of Section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2024;

• No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

• The details about the policy developed and implemented by the Company on corporate social responsibility initiatives taken;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution;

• There was no revision in the financial statements;

• The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2023-24 and

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2024.

• There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines.

ACKNOWLEDGEMENT

The Board wish to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchange, customers, vendors, members during FY 2023-24.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the Jaykay Enterprises Limited Group and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.