Your Directors have pleasure in presenting the 79^th (Seventy Ninth) Annual Report on the business and operations of Jaykay
Enterprises Limited ("the Company" or "JKE") along with the Audited Standalone and Consolidated Financial Statements and
the Auditors' Report thereon for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Rs. in Lakhs unless otherwise stated)

2. PERFORMANCE HIGHLIGHTS

During the financial year 2024-25, your Company delivered improved operational performance both on a standalone and
consolidated basis, as detailed below:

Standalone Performance:

• Revenue from operations increased significantly to Rs. 591 lakh as against Rs. 192 lakh in the previous financial year.

• The Company registered EBITDA of Rs. 1,800 lakh during the financial year 2024-25 as compared to Rs. 1,383 lakh in the
previous financial year.

• Net Profit for the financial year 2024-25 was Rs. 1,267 lakh as against Rs. 1,293 lakh in the previous financial year.
Consolidated Performance:

• Revenue from operations increased to Rs. 8,064 lakh as against Rs. 5,266 lakh in the previous financial year.

• The Company registered EBITDA of Rs. 1,784 lakh during the financial year 2024-25 as compared to Rs. 1,739 lakh in the
previous financial year.

• Net Profit for the financial year 2024-25 was Rs. 717 lakh as against Rs. 960 lakh in the previous financial year.

3. DIVIDEND

Your Directors have not recommended any dividend on the Equity Shares of the Company for the period under review.

4. TRANSFER TO RESERVES

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

5. CERTIFICATIONS

Your Company's Silverygrey Division engaged in defence, aerospace & digital manufacturing has been certified for Quality
Management System as per ISO 9001:2015.

Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited), step down subsidiary of the Company,
operates state-of-the-art manufacturing facilities at its two units located at IDA Bollaram and IDA Cherlapally, Telangana, both of
which are also certified for Quality Management System as per ISO 9001:2015.

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

The Company has from time to time, during the year under review and current year, informed its stakeholders about the key
developments that took place by disseminating necessary information to the stock exchange and through various other means of
communication, inter-alia, including as under:

a. Jaykay Enterprises Limited:

i. Rights Issue of Equity Shares

During the previous year, the Company, pursuant to the approval of the Board of Directors, at its meeting held on
July 09, 2023, approved a Rights Issue of 5,84,57,688 fully paid-up equity shares of face value of Re. 1/- each, at a
price of Rs. 25/- per share (including a premium of Rs. 24/- per share), in the ratio of 1:1 to the existing shareholders
of the Company, for an amount not exceeding Rs. 14,614.42 lakhs. The Rights Issue received overwhelming success.

Subsequently, at its meeting held on September 11, 2024, the Rights Issue Committee of the Board of Directors of the
Company considered and approved the allotment in accordance with the terms of the Letter of Offer and the 'Basis of
Allotment' finalized in consultation with the Registrar to the Issue, the Lead Manager to the Issue, and as approved
by BSE Limited (Designated Stock Exchange).

The proceeds from the Rights Issue are being utilised/proposed to be utilized towards the objects stated in the Letter
of Offer, in compliance with applicable regulatory requirements.

During the current year, the Board of Directors, at its meeting held on August 29, 2025, reviewed the feasibility of
pursuing the originally stated objects of utilization of the Rights Issue proceeds. Based on such reassessment, and
upon the recommendation of the Audit Committee, the Board has proposed to modify the end-use of the Rights
Issue proceeds, aligning them with the actual progress of capital expenditure plans while exploring other means
of funding for the original investment in projects mentioned in Rights Issue objects clause as and when required.
Accordingly, the resolution along with the proposed revised utilization of the Rights Issue proceeds is being placed
before the shareholders for approval at the ensuing 79th Annual General Meeting of JKE.

ii. Acquisition of Fully Paid-up Equity Shares of JK Technosoft Limited

During the year under review, the Company approved and completed the acquisition of 97.48% of the fully paid-up
equity share capital of JK Technosoft Limited ("JKTL") for a total purchase consideration of Rs. 88,89,61,902/-. The
acquisition was carried out by acquiring 54,53,754 fully paid-up equity shares of face value of Rs. 10/- each of JKTL,
at an acquisition price of Rs. 163/- per share, by way of share swap.

Accordingly, the Company allotted 54,53,754 equity shares of face value of Re. 1/- each, at an issue price of Rs. 163/-
per share, to the shareholders of JKTL on a preferential basis, for consideration other than cash, towards discharge of
the total purchase consideration.

Consequent to the acquisition, JKTL became a material subsidiary of the Company with effect from March 27, 2025,
thereby enabling the Company to consolidate the accounts of JKTL with its accounts resulting in a strong financial
position and consequently greater value for the shareholders.

iii. Acquisition of Partly Paid-up Equity Shares of JK Technosoft Limited

During the current year, the Company approved and completed the acquisition of 1,24,07,276 partly paid-up equity
shares of face value of Rs. 10/- (Paid up Rs. 2.50/-) each of JK Technosoft Limited ("JKTL"), for a total purchase
consideration of Rs. 112,43,46,912/-. The acquisition was effected through a share swap, at an acquisition price of Rs.
163/- per share.

In consideration, the Company allotted 79,17,936 equity shares of face value of Re. 1/- each, at an issue price of
Rs. 142/- per share, to the shareholders of JKTL on a preferential basis, for consideration other than cash, towards
discharge of the total purchase consideration.

Pursuant to this acquisition, the Company's shareholding in JKTL stands increased from 97.48% to 99.07% (assuming
full conversion of partly paid-up shares into fully paid-up shares).

iv. Acquisition of additional stake in JK Defence & Aerospace Limited, a wholly owned subsidiary

During the year under review, the Company acquired additional stake in JK Defence & Aerospace Limited ("JK
Defence"), wholly owned subsidiary ("WoS") of the Company, as under:-

• On September 27, 2024, the Company subscribed to 1,00,00,000 equity shares of face value of Rs. 10/- each and
40,00,000 0.1% Optionally Convertible Redeemable Preference Shares ("OCRPS") of face value of Rs. 100/- each at
par, aggregating to Rs. 50,00,00,000/-, pursuant to a Rights Issue.

• On March 24, 2025, the Company was allotted 79,62,271 0.1% OCRPS of face value of Rs. 100/- each, aggregating
to Rs. 79,62,27,100/-, pursuant to the conversion of the outstanding loan (along with accrued interest) of Rs.
79,62,27,135/- previously extended by the Company to JK Defence. The conversion was undertaken with the
objective of restructuring the financial obligations of JK Defence, thereby facilitating its financial stability and
operational revival.

• On March 26, 2025, the Company subscribed to 4,00,000 0.1% OCRPS of face value of Rs. 100/- each at par,
aggregating to Rs. 4,00,00,000/-, pursuant to a Rights Issue.

During the current year:

• On May 19, 2025, the Company subscribed to 13,00,000 0.1% OCRPS of face value of Rs. 100/- each at par,
aggregating to Rs. 13,00,00,000/-, pursuant to a Rights Issue.

v. Acquisition of additional stake in JK Digital & Advance Systems Private Limited, a wholly owned subsidiary

During the year under review, on October 14, 2024, the Company acquired additional stake in JK Digital & Advance
Systems Private Limited, WoS of the Company, by subscribing to 1,00,00,000 equity shares of the face value of Rs.
10/- each at par and 5,00,000 0.1% OCRPS of face value Rs. 100/- each at par aggregating to Rs. 15,00,00,000/-,
pursuant to a Rights Issue.

During the current year, on May 13, 2025, the Company subscribed to 15,00,000 0.1% OCRPS of face value of Rs. 100/-
each at par, aggregating to Rs. 15,00,00,000/-, pursuant to a Rights Issue.

vi. Application for Listing on National Stock Exchange of India Limited

During the current year, pursuant to the approval of the Board of Directors at its meeting held on February 11, 2025,
the Company has made an application for the direct listing of its Equity Shares on the Main Board of the National
Stock Exchange of India Limited ("NSE"). The application is currently under consideration, and the Company is in
the process of obtaining the requisite approval from NSE.

vii. JKE Employee Stock Option Scheme 2025

During the current year, with a view to incentivize key employees for their contribution towards corporate growth,
foster a culture of employee ownership, to attract and retain top talent and align individual goals with the Company's
objectives, your Company implemented a new Employee Stock Option Scheme i.e. 'JKE Employee Stock Option
Scheme 2025' ("ESOP Scheme") covering eligible employees of the Company, its Group Company(ies) including
Subsidiary Company(ies) of the Company and its Associate Company(ies), for which approval of shareholders of the
Company was received on May 15, 2025.

Under the ESOP Scheme, a pool of 30,00,000 employee stock options ("Options") has been approved for grant to
eligible employees, as may be determined by the Nomination and Remuneration Committee ("NRC") from time to
time, in one or more tranches. As on the date of this Report, no Options have been granted under the ESOP Scheme.

b. JK Defence & Aerospace Limited

i. Acquisition of additional Equity Stake in Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics
Private Limited)

During the year under review, the Company through its WoS i.e. JK Defence, on June 02, 2024, acquired 1,94,03,363
partly paid-up equity shares of Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)
("Allen"), a step-down subsidiary of the Company, pursuant to a Rights Issue.

During the current year, upon completion of the payment of the call monies on the said shares, the shareholding of
JK Defence in Allen increased from 76.41% to 92.92%.

ii. Final Allotment of Industrial Land in Lucknow to JK Defence & Aerospace Limited by Uttar Pradesh Expressways
Industrial Development Authority

During the year under review, JK Defence & Aerospace Limited, WoS of the Company, has received the final
allotment letter from the Uttar Pradesh Expressways Industrial Development Authority ("UPEIDA"), Lucknow,
for an industrial land parcel measuring 4.9 hectares (49,000 square meters), for the purpose of establishing Defence
Production Industry under Defence Industrial Corridor Project, Lucknow Node.

iii. Grant of Possession Certificate for Land Allotment to JK Defence & Aerospace Limited

During the previous year, JK Defence & Aerospace Limited, WoS of the Company, had received approval from the
Office of the Commissioner for the Industrial Development and Director of Industries and Commerce, Government
of Karnataka for its investment proposal to establish a unit for the 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", which, inter alia, included allotment of 5 acres of land
from Karnataka Industrial Areas Development Board ("KIADB") at Devanahalli General Industrial Area (ITIR),
Bangalore Rural District, along with 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.

During the year under review, JK Defence has been granted the possession certificate and has taken possession of the
aforesaid 5 acres of land from KIADB at Devanahalli General Industrial Area (ITIR), Bangalore Rural District.

c. Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

i. Receipt of Letter of Intenl/Communication from BrahMos Aerospace Private Limited and Bharat Dynamics
Limited by Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

During the current year, Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)
("Allen"), a step-down subsidiary of the Company, has received the following Letter of Intent ("LOI") /
Communication from:

- BrahMos Aerospace Private Limited - valued at approx. Rs. 94.45 Crores (including GST); and

- Bharat Dynamics Limited - valued at approx. Rs. 15.90 Crores (including GST).

The above LOI/Communication, upon conversion into definitive orders, are expected to strengthen Allen's project
pipeline and contribute to the future revenues of Allen.

d. JK Digital & Advance Systems Private Limited:

i. Signing of Memorandum of Understanding by JK Digital & Advance Systems Private Limited with Neuro¬
Engineering Lab, All India Institute of Medical Sciences, New Delhi

During the current year, JK Digital & Advance Systems Private Limited ("JK Digital"), WoS of the Company, has
entered into a Memorandum of Understanding on May 09, 2025, with the Neuro-Engineering Lab, All India Institute
of Medical Sciences, New Delhi ("NEL-AIIMS"), to establish a collaborative framework between NEL-AIIMS and JK
Digital for the development of neurosurgical instruments through an iterative process of design, prototyping, and
validation.

Under this collaboration, JK Digital will be responsible for the manufacturing of neurosurgical instruments through
the use of metal 3D printing and high-precision machining as per the designs and technical requirements provided
by NEL-AIIMS.

ii. Signing of Memorandum of Understanding by JK Digital & Advance Systems Private Limited with Council of
Scientific & Industrial Research, through its constituent laboratory, Central Scientific Instruments Organisation,
Chandigarh

During the current year, JK Digital, WoS of the Company, has entered into a Memorandum of Understanding on May
23, 2025, with the Council of Scientific & Industrial Research, through its constituent laboratory, Central Scientific
Instruments Organisation, Chandigarh to collaborate on the research and development of metal implants by using
additive manufacturing technology.

e. Neumesh Labs Private Limited

During the current year, a case of misappropriation of funds was detected in Neumesh Labs Private Limited ("Neumesh
Labs"), a material subsidiary of the Company and a 70:30 Joint Venture between the Company and Additive 3D Pte
Limited.

During recovery efforts for outstanding receivables of Neumesh Labs, it was discovered that a former Director of
Neumesh Labs and erstwhile Country Manager of EOS GmbH India Branch Office, had allegedly committed acts
involving misappropriation of funds, document falsification and criminal breach of trust. A criminal complaint has been
filed against the said individual, and recovery efforts are underway.

The Company and Neumesh Labs are closely monitoring the matter and are extending full cooperation to the investigating
authorities. Any material developments in this regard will be communicated as appropriate.

7. SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

Authorised Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2025,
the authorised share capital of the Company stood at Rs. 1,40,00,00,000/- divided into 1,25,00,00,000 Equity Shares of Re. 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

During the year under review, your Company allotted:

a. 5,84,57,688 equity shares of face value of Re. 1/- each, pursuant to the Letter of Offer dated August 17, 2024, issued to
the eligible shareholders under the Rights Issue.

b. 54,53,754 equity shares of face value of Re. 1/- each, at an issue price of Rs. 163/- per equity share, for consideration
other than cash, by way of share-swap, to the shareholders of JK Technosoft Limited, towards discharge of the total
purchase consideration of Rs. 88,89,61,902/- payable by the Company to the shareholders of JK Technosoft Limited, in
respect of acquisition of 54,53,754 fully paid-up equity shares of Rs. 10/- each held by them.

Further, during the current year, your Company allotted:

c. 79,17,936 equity shares of face value of Re. 1/- each, at an issue price of Rs. 142/- per equity share, for consideration
other than cash, by way of share-swap, to the shareholders of JK Technosoft Limited, towards discharge of the total
purchase consideration of Rs. 112,43,46,912/- payable by the Company to the shareholders of JK Technosoft Limited,
in respect of acquisition of 1,24,07,276 partly paid-up equity shares of Rs. 10/- each (paid-up Rs. 2.50/-) held by them.

Consequent to the aforesaid allotments, the issued, subscribed and paid-up share capital of the Company increased from
Rs. 5,84,57,688/- divided into 5,84,57,688 equity shares of face value of Re. 1/- each to Rs. 13,02,87,066/- divided into
13,02,87,066 equity shares of face value of Re. 1/- each.

During the year under review, the Company has not issued any equity shares with differential rights / sweat equity shares
under Rule 4 and Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

8. EMPLOYEES STOCK OPTION SCHEME

During the current year, with a view to incentivize key employees for their contribution towards corporate growth, foster
a culture of employee ownership, to attract and retain top talent and align individual goals with the Company's objectives,
your Company implemented a new Employee Stock Option Scheme i.e. 'JKE Employee Stock Option Scheme 2025' ("ESOP
Scheme") covering eligible employees of the Company, its Group Company(ies) including Subsidiary Company(ies) of the
Company and its Associate Company(ies), for which approval of shareholders of the Company was received on May 15,
2025.

The NRC of the Board of Directors of the Company, inter-alia, administers and monitors the ESOP Scheme of the Company
in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE)
Regulations").

As on the date of this Report, no options have been granted under ESOP Scheme. Further, during the current year, no
changes have been made to the ESOP Scheme as approved by the shareholders.

The ESOP Scheme is in compliance with the SEBI (SBEB & SE) Regulations as well as the related resolutions passed by the
members of the Company on May 15, 2025.

A Certificate from the Secretarial Auditors of the Company confirming that Scheme has been implemented in accordance
with the SEBI (SBEB & SE) Regulations and the resolution passed by the members of the Company will be made available
for inspection by the members at the AGM of the Company.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and
Protection Fund.

10. CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there has been no change in the nature of Company's business.

11. SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the year under review, no significant and material orders were passed by any regulator or court or tribunal which
may impact the going concern status and your Company's operations in future.

12. DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2025, your Company had 10 subsidiaries (including 6 step down subsidiaries), 1 associate, and 1 joint
venture as under:

• Wholly Owned Subsidiaries:

- JK Defence & Aerospace Limited

- JK Digital & Advance Systems Private Limited

• Subsidiaries:

- JK Technosoft Limited

- Neumesh Labs Private Limited

• Step-down Subsidiaries:

- Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

- JKT Bangladesh Private Limited

- JK Tech US Inc (formerly Proserve Consulting Inc)

- JK Tech UK Limited

- JKT Europe B.V.

- JKT Netherlands B.V.

• Associate Company:

- Nebula3D Services Private Limited

• Joint Venture in the form of LLP:

- JK Phillips LLP

Each subsidiary/associate/joint venture functions independently under the supervision of its respective Board of Directors
or governing body, with due responsibility to protect and enhance stakeholder value.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Company has formulated a Policy for determining Material Subsidiaries, which is available on the Company's website
at the following link: https://www.jaykayenterprises.com/policies/

Based on the audited consolidated financial statements of the Company for FY 2024-25, the following entities shall be
considered as material subsidiaries of the Company for FY 2025-26:

• JK Defence & Aerospace Limited

• Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

• Neumesh Labs Private Limited

• JK Technosoft Limited

• JK Tech US Inc (formerly Proserve Consulting Inc)

• JK Tech UK Limited

A brief description about Company's Subsidiaries / Associate Company / Joint Venture during the financial year ended
March 31, 2025 is given below:

(i) JK Defence & Aerospace Limited

JK Defence & Aerospace Limited ("JK Defence") was incorporated on July 03, 2023, as a wholly owned subsidiary of the
Company, 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.

JK Defence is strategically focused on the Defence and Aerospace sector and aims to secure orders from the Government of
India and its undertakings leveraging its capabilities in additive manufacturing, precision engineering, and composites,
along with synergies from Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited).

It has proposed to set up a manufacturing facility for defence related products such as 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.

(ii) JK Digital & Advance Systems Private Limited

JK Digital & Advance Systems Private Limited ("JK Digital") was incorporated on July 27, 2023, with the objective of
leveraging additive manufacturing capabilities to offer digital manufacturing services for advanced systems, research
and development and other allied services.

The incorporation of JK Digital marks a strategic step to create a direct presence in the 3D printing and advanced systems
business domain under the "JK" brand. The experience, strength and collaborations entered into by Neumesh Labs
Private Limited will enable it to capitalize on its expertise. Further, it proposes to establish a Centre of Excellence,
enabling clients to undertake research and development of their products with the support of advanced facilities.

(iii) JK Technosoft Limited

JK Technosoft Limited (JKTL") is a public limited company, incorporated on March 07, 1988 under the provisions of
the Companies Act, 1956. JKtL has a global presence through its subsidiaries in UK (JK Tech UK Limited - 100%), US
(JK Tech US Inc (formerly Proserve Consulting Inc) - 100%), Bangladesh (JKT Bangladesh Private Limited - 100%) and
Netherlands ((jKt Europe B.V. - 100%), JKT Netherlands B.V. - step down subsidiary of JKTL and subsidiary of JKT
Europe B.V.).

JKTL is engaged in the business of Information Technology (IT) services (Application Development, Integration &
Support, IT Consulting, Mobility, Staff Augmentation, Portal Services, Hyper Automation), Artificial Intelligence/
Machine Learning, Data Transformation, Cloud Engineering, Enterprise Solutions (SAP, QAD, Microsoft Progress,
Mendix, ERP & CRM), Education and Training (IT/Non-IT, Industry Induction and Mobile Solutions).

JKTL is a Gen AI-focused data services organization delivering digital transformation solutions through a range
of services with a specialized focus on the Insurance & Financial Services and Retail & CPG sectors. At the core

of JKTL's offerings is JIVA, an enterprise-grade Gen AI orchestrator that seamlessly unifies data, AI agents, and
industry context to deliver autonomous workflows. Its Agentic AI capabilities transform fragmented enterprise
systems into connected, context-aware processes that accelerate decision-making, reduce errors, and scale without
additional headcount. Complementing this, JKTL's MDM Studio establishes a single source of truth by cleansing,
governing, and unifying data, ensuring AI-ready, trustworthy information pipelines. Together, these innovations
enable enterprises to move beyond siloed operations into a state of intelligent automation and enterprise autonomy.

Beyond these flagship platforms, JKTL offers a robust suite of services in data transformation and cloud engineering,
helping clients modernize legacy systems, design intelligent pipelines, build scalable architectures, and implement
secure governance frameworks. With measurable outcomes such as improved efficiency, revenue protection, faster
time-to-market, and enhanced customer experiences, JKTL empowers organizations to drive innovation, boost
productivity, and accelerate their digital transformation journey. Its clientele include Unilever, ICON, Edwards,
Thermo Fisher, Segdwick, Inveniam, Belden, Allied World, Menards, HBK, Alliant International, One Shield,
Specsavers, Mark Anthony and Lowell etc.

(iv) Neumesh Labs Private Limited

Neumesh Labs Private Limited ("Neumesh Labs") was incorporated on January 04, 2021 and is engaged in the 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.

(v) Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited)

Allen Reinforced Plastics Limited (formerly Allen Reinforced Plastics Private Limited) ("Allen") was incorporated
on December 31, 1987 and is engaged in the design, development, manufacture and testing of composite and allied
engineering products for the purpose of Defence, Aerospace and Engineering products.

With over three decades of experience, Allen has been catering to the Defence requirements of the nation and is
actively involved in indigenization, development, and production of advanced defence application products.
Prominent among its offerings are: Konkur Launcher Tubes, Pinaka Rocket Launch Tubes & Submarine Mine Laying
Equipment, underwater mines, Air frames for Brahmos etc.

Allen has state-of-the-art manufacturing facilities at the following locations:

• IDA Bollaram located at 155/B/1&2, Industrial Estate, Bollaram, Telangana-502325

• IDA Cherlapally located at Plot No. 204/3,4,7&8, Phase-II, Cherlapally, Telangana-500051.

(Vi) Nebula3D Services Private Limited

Nebula3D Services Private Limited ("Nebula") was incorporated on March 06, 2015 and is engaged in providing a full
suite of Digital Engineering Services to the Automotive, Aerospace, Heavy Engineering, Oil & Gas, and Power & Energy
sectors. Its Digital Engineering Services portfolio includes reverse engineering, plant modelling, 3D scanning and 3D
product designing.

Nebula has extensive industry experience of nearly 19 years in offering digitization services, with specialization in
laser scanning, laser tracker applications, plant design, product tear-down benchmarking, and 3D CAD services. It
has successfully catered to leading OEMs in India and overseas, leveraging advanced engineering tools and skilled
resources.

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

(vii) JK Phillips LLP

JK Phillips LLP, a Limited Liability Partnership ("LLP") was incorporated on December 28, 2023, 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
a 50% share in the profits of the LLP.

The objective of the LLP is to engage in the business of trading and distribution of advanced systems, including CNC
machines, lathes, hydraulic presses, 3D printers, moulding machines, and related accessories manufactured by Phillips,
along with other manufacturing and trading activities, including provision of after-sales services.

13. FINANCIAL DETAILS OF SUBSIDIARIES / JOINT VENTURE / ASSOCIATES

A separate statement containing the salient features of the financial statements of the Company's Subsidiaries /
Associate Company / Joint Venture, in the prescribed Form AOC-1, annexed as Annexure - V, forms part of this

Annual Report. Accordingly, the same is not reproduced here for the sake of brevity. The statement also provides the
details of the performance and financial position of each of the Subsidiaries / Associate Company / Joint Venture.
In accordance with Section 136 of the Companies Act, 2013 ("Act"), the Copies of audited financial statements of Company's
Subsidiaries / Associate Company / Joint Venture are available on the Company's website viz.

www.jaykayenterprises.com/investors/stock-exchange-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.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in terms of Section 129 of the Act,
Regulation 33 of SEBI Listing Regulations and in accordance with IND AS 110 as specified in the Companies (Indian
Accounting Standards) Rules, 2015 and provisions of Schedule III to the Act, are attached herewith and the same together
with Auditors' Report thereon, forms part of the Annual Report.

15. INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133
of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on March 31, 2025, and up to the date of this report, the Board of your Company was comprised of 6 (six) directors,
out of whom 1 (one) was Promoter and Executive Director (Chairman and Managing Director), 1 (one) was an Executive
Director (Joint Managing Director), 1 (one) was Non-Executive Non-Independent Director and 3 (three) were Non¬
Executive Independent Directors (including one woman director).

Further, during the year under review and up to the date of this report, following changes occurred in Directors and Key
Managerial Personnel of the Company:

DIRECTORS

• During the previous year, the Board of Directors, based on the recommendation of NRC, re-appointed Mr. Abhishek
Singhania (DIN: 00087844), as the Chairman and Managing Director of the Company for a further period of 3 (three)
consecutive years commencing from July 1, 2024 to June 30, 2027, without remuneration and not liable to retire by
rotation, subject to the approval of the shareholders of the Company. The said re-appointment was subsequently
approved by the shareholders through Postal Ballot on March 16, 2024.

• During the year under review, the Board of Directors, based on the recommendation of NRC, appointed Mr. Satish
Chandra Gupta (DIN: 01595040), as an Additional Director (in the category of Non-Executive Non-Independent
Director) w.e.f. April 15, 2024. However, due to unavoidable personal reasons, he resigned from the office of Director
w.e.f. May 10, 2024. The Board places on record its appreciation for the valuable contribution made by him during
his brief tenure on the Board.

• During the year under review, the Board of Directors, based on recommendation of NRC, re-designated Mr. Partho
Pratim Kar (DIN: 00508567), as the Joint Managing Director of the Company, under the category of Key Managerial
Personnel of the Company, to hold office for a period of 3 (three) consecutive years commencing from April 15, 2024
to April 14, 2027, without remuneration and liable to retire by rotation, subject to the approval of the shareholders
of the Company. The said re-designation was subsequently approved by the shareholders through Postal Ballot on
June 23, 2024.

• During the year under review, the Board of Directors, based on recommendation of NRC, re-appointed Mrs. Renu
Nanda (DIN: 08493324) as Non-Executive Independent Director of the Company for second consecutive term of 5
(five) years commencing from August 14, 2024 to August 13, 2029, subject to the approval of the shareholders of the
Company. The said re-appointment was subsequently approved by the shareholders through Postal Ballot on June
23, 2024.

Rationale for re-appointment of Mrs. Renu Nanda: The NRC after considering the positive outcome of the
performance evaluation of Mrs. Renu Nanda during her first term as an Independent Director, her skills, acumen,
knowledge, experience, time commitment to the Company, and the valuable contribution made by her, recommended
her re-appointment to the Board for a second term as a Non-Executive Independent Director of the Company.

• In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr.
Maneesh Mansingka (DIN: 00031476), Non-Executive Non-Independent Director of the Company is liable to retire by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director. His re-appointment
shall not constitute a break in his existing term as Non-Executive Non-Independent Director of the Company.

The brief resume of Mr. Maneesh Mansingka seeking re-appointment along with other details as stipulated under

Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by The Institute of Company
Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

Your Directors recommend his re-appointment at the ensuing AGM.

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed
or continuing as Directors of any company by virtue of any order passed by SEBI or any other statutory authority.

KEY MANAGERIAL PERSONNEL

• During the year under review, consequent to the re-designation of Mr. Partho Pratim Kar from Non-Executive Non¬
Independent Director to Joint Managing Director, he was also designated as a Key Managerial Personnel of the
Company w.e.f. April 15, 2024, by the Board of Directors based on the recommendation of NRC.

• During the year under review, Mr. Yogesh Sharma (M. No. A29286) resigned from the services of the Company w.e.f.
close of business hours of December 16, 2024. The Board of Directors on the recommendation of NRC appointed Ms.
Shikha Rastogi (M. No. A18226) as the Company Secretary & Compliance Officer of the Company w.e.f. February 11,
2025.

Pursuant to the provisions of Section 203 of the Act, the following officials are the Key Managerial Personnel of the
Company as on the date of this Report:

• Mr. Abhishek Singhania - Chairman and Managing Director

• Mr. Partho Pratim Kar - Joint Managing Director

• Mr. Sanjay Jain - Chief Financial Officer

• Ms. Shikha Rastogi - Company Secretary & Compliance Officer

Apart from the above, there is no other change in the Directors and Key Managerial Personnel during the year under
review and thereafter.

17. DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made thereunder, during the year under review, none of the directors of
the Company has received any commission from the Company or any of its subsidiaries, thus the said provision is not
applicable to your Company.

18. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and
there has been no change in the circumstances which may affect their status as independent director during the year under
review. Further, the Independent Directors have confirmed that they have complied with the Company's Code of Conduct for
Board Members and Senior Management.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as specified in the Act and the
SEBI Listing Regulations, are independent of the management and possess the requisite qualifications, integrity, expertise, and
experience, as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended). Disclosure
regarding the skills / expertise / competence / proficiency possessed by the Directors is provided in the Corporate Governance
Report, forming part of this Annual Report.

In addition, the Company has received confirmation from all Independent Directors that they are registered in the Independent
Directors' Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar, in compliance with Rule 6(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.

19. BOARD EVALUATION

In accordance with the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Board, in consultation
with and on the recommendation of the NRC, carried out an annual evaluation of the performance of the Board as a whole,
its Committees and 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 was 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 29, 2025 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 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 2024-25. Following is the summary of
outcome of evaluation:

• The results of evaluation were shared with the Board and 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.

20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for its 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 the year
under review. Further details are provided in the Corporate Governance Report forming part of the Annual Report.

21. 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 SEBI 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, Key
Managerial Personnel, Senior Management Personnel and other employees of the Company. The extract of the Nomination
and 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 on the Company's website at the following link:
https://www.jaykayenterprises.com/policies/

22. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to directors' responsibility statement, it is hereby
confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended March 31, 2025;

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 directors have prepared the annual accounts on a going concern basis;

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

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

23. MEETINGS OF THE BOARD AND ITS COMMITTEES
Board Meetings

The Board of Directors met 5 (five) times during the financial year 2024-25. The intervening gap between two Board
Meetings was within the maximum period prescribed under the Act. The details of Board Meetings and the attendance of
the Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Board Committees

The Company has 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:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Committee of Directors

e. Rights Issue Committee

The composition, terms of reference along with the details of meetings held during the financial year 2024-25 and attendance
of Committee members at the said meetings, have been provided in the Corporate Governance Report forming part of the
Annual Report.

All the recommendations made by Board Committees, including the Audit Committee, during the financial year 2024-25
were accepted by the Board.

24. GENERAL MEETING / POSTAL BALLOT

During the financial year ended March 31, 2025, apart from AGM of the Company held on September 27, 2024, the
Company had sought approval of the shareholders through the following Extraordinary General Meeting / Postal Ballot:

a. Postal Ballot notice dated April 05, 2024, for seeking approval of the shareholders for (i) Material Related Party
Transaction(s) to be entered into with JK Phillips LLP for the Financial Year 2024-25. The aforesaid matter was duly
approved by the shareholders of the Company on May 10, 2024 and the result of postal ballot was declared on May
13, 2024.

b. Postal Ballot notice dated May 10, 2024, for seeking approval of the shareholders for (i) Re-designation of Mr. Partho
Pratim Kar (DIN: 00508567) as the Joint Managing Director of the Company; and (ii) Re-appointment of Mrs. Renu
Nanda (DIN: 08493324) as an Independent Director of the Company. The aforesaid matters were duly approved by
the shareholders of the Company on June 23, 2024 and the result of postal ballot was declared on June 24, 2024.

c. Extraordinary General Meeting was held on March 10, 2025, for seeking approval of the shareholders for (i) issuance
of up to 54,53,754 Equity Shares of Jaykay Enterprises Limited ("JKE"), to the shareholders of JK Technosoft Limited
("JKTL"), through SWAP of fully paid-up Equity Shares of JKTL, which was duly approved by the shareholders of
the Company.

During the current year, the Company had sought approval of the shareholders through the following Postal Ballot:

d. Postal Ballot notice dated April 15, 2025, for seeking approval of the shareholders for (i) Issuance of up to 79,19,683
Equity Shares of Jaykay Enterprises Limited ("JKE"), to the shareholders of JK Technosoft Limited ("JKTL"), through
SWAP of partly paid-up Equity Shares of jKTl; (ii) Approval of 'JKE Employee Stock Option Scheme 2025'; and

(iii) To approve the grant of employee stock options to the eligible employees of the Group Company(ies) including
Subsidiary Company(ies) of the Company and Associate Company(ies) under 'JKE Employee Stock Option Scheme
2025'. The aforesaid matters were duly approved by the shareholders of the Company on May 15, 2025 and the result
of postal ballot was declared on May 19, 2025.

25. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public / members pursuant
to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore,
no amount of principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the
financial year 2024-25.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as
required under 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 towards 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:

• Replacement of conventional fixtures with energy-efficient LED lighting.

• Regular preventive maintenance and proactive functionality checks of equipment, accessories, and fitments
to ensure optimal performance.

• Utilization of alternate sources of energy, wherever feasible and to the extent possible.

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation initiatives undertaken from time to time have led to
significant energy savings and consequent cost reduction.

B. Technology Absorption:

a) Efforts made towards technology absorption: The Company tends to use 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 under review, there was neither inflow nor outflow of
foreign exchange.

27. AUDITORS AND AUDIT REPORTS
Statutory Auditors and Audit Report:

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

M/s. P. L. Tandon & Co. has confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company.

The Auditors' Report does not contain any qualification, reservation or adverse remark on the financial statements for the
year ended March 31, 2025. The management response to the observations / comments contained in the Auditors' Report
and Annexure thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

Further, the Key Audit Matter as contained in the Auditors' Report on the Standalone Financial Statements is also
mentioned as Key Audit Matter in the Auditors' Report on the Consolidated Financial Statements in similar manner.
The management response thereto has been suitably given in the respective Notes to the Financial Statements referred to
therein.

The Notes to financial statements and other observations, if any, in the Auditors' Report are self-explanatory and therefore,
do not call for any further comments.

During the financial year 2024-25, the Statutory Auditors have not reported any incident related to fraud to the Audit
Committee or the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Varuna Mittal & Associates, Company
Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report
issued by them is annexed as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. During the financial year 2024-25, the Secretarial Auditors have 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.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019,
a report on secretarial compliance issued by M/s. Varuna Mittal & Associates, Practicing Company Secretaries for the
year ended March 31, 2025 has been submitted to stock exchanges within the prescribed timeline. The same is available on
the website of the Company at https://www.jaykayenterprises.com/investors/stock-exchange-compliances/secretarial-
compliance-report/

The Board of Directors, upon the recommendation of the Audit Committee, at their meeting held on May 29, 2025 has
appointed M/s. Varuna Mittal & Associates, Company Secretaries, as Secretarial Auditors, for conducting Secretarial Audit
of the Company for a first term of 5 (five) consecutive years commencing from financial year 2025-26. The appointment as
approved by the Board, shall be placed for approval by members at the ensuing AGM in terms of Regulation 24A of SEBI
Listing Regulations.

The Company's unlisted material subsidiaries, namely Neumesh Labs, Allen, and JKTL, have also undergone Secretarial
Audit in compliance with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Reports of Neumesh Labs,
Allen, and JKTL are annexed herewith as Annexure - II, Annexure - III, and Annexure - IV, respectively to this report.

The Secretarial Audit Reports of Neumesh Labs, Allen, and JKTL do not contain any qualification, reservation or adverse remark

28. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
Company is not required to maintain cost records as its turnover during the financial year under review did not exceed
the threshold limit prescribed under Rule 3 of the said Rules.

29. RISK MANAGEMENT

Your Company has in place a Risk Management Policy which acts as an effective tool in identifying, evaluating, and
mitigating various business risks and prioritizing relevant action plans in order to mitigate such risks. In the opinion of
the Board of Directors, during the period under review, there are no elements of risk identified which may threaten the
existence of your Company.

From time to time, the Company reviews and updates its risk assessment and minimization procedures to strengthen its
ability to effectively respond to emerging challenges. The Risk Management Policy is available on the Company's website
at the following link: https://www.jaykayenterprises.com/policies/

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls commensurate with the size and nature of its business.
These controls are supported by well-defined policies and procedures to ensure the orderly and efficient conduct of
its business and operations including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information.

The internal financial controls are supplemented by an extensive programme of internal audits, periodic management
reviews, and documented policies, guidelines and procedures. These are designed to ensure that financial and other records
are reliable for the preparation of financial information and other reports and for maintaining regular accountability of
the Company's assets. The internal financial controls operate effectively and no material weakness exists. The Company
has a process in place to continuously monitor the same and identify potential gaps, if any, and implement new and / or
improved controls whenever the effect of such gaps have a material effect on the Company's operations.

31. WEBLINK OF ANNUAL RETURN

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financial year ended
on March 31, 2025 is available on the Company's website and can be viewed at: https://www.jaykayenterprises.com/
investors/annual-returns/.

32. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company with related parties during the year under review
were in the ordinary course of business and on an arm's length basis. As per the provisions of Section 177 of the Act and
Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval
of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such
transactions.

The Company has not entered into any material related party transactions during the year under review. Accordingly,
the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not applicable.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party
disclosures. As per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company
has formulated a policy on Related Party Transactions which is available on the Company's website at the following
link: https://www.jaykayenterprises.com/policies/. The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and the Related Parties.

The details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the
notes to the standalone and consolidated financial statements forming part of this Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, approval of the members for all material related party transactions
will be taken at the ensuing AGM.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel Rules")
are provided in the prescribed format and annexed herewith as Annexure - VI to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3)
of the Managerial Personnel Rules, is provided in a separate annexure forming part of this Report. Having regard to the
provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. The said information is available for inspection at the Registered Office of the
Company during working hours till the date of AGM and any member interested in obtaining such information may write
to the Secretarial Department of the Company and the same will be furnished on request.

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

In compliance with the provisions of the Act and SEBI 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, have been disclosed in the notes to the Financial Statements forming part of the Annual Report.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the year under review,
there have been no material changes, except as disclosed elsewhere in the Annual Report:

• in the nature of Company's business;

• in the Company's subsidiaries or in the nature of business carried out by them; and

• in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which
can affect the financial position of the Company between the end of the financial year and the date of this Report.

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

• During the financial year 2024-25, the Company allotted 54,53,754 equity shares of face value of Re. 1/- each, at
an issue price of Rs. 163/- per Equity Share, for consideration other than cash. The allotment was made towards
discharge of the total purchase consideration of Rs. 88,89,61,902/- payable by the Company to the shareholders of JK
Technosoft Limited, in respect of acquisition of 54,53,754 fully paid-up equity shares of Rs. 10/- each held by them,
through a preferential allotment on a share-swap basis.

• During the financial year 2025-26, the Company further allotted 79,17,936 equity shares of face value of Re. 1/- each
at an issue price of Rs. 142/- per equity share, for consideration other than cash. The allotment was made towards
discharge of the total purchase consideration of Rs. 112,43,46,912/- payable by the Company to the shareholders of
JK Technosoft Limited, in respect of acquisition of 1,24,07,276 partly paid-up equity shares of Rs. 10/- each (paid-up
Rs. 2.50/-) held by them, through a preferential allotment on a share-swap basis.

Since the aforesaid preferential allotments were made for consideration other than cash, there has been no inflow or
utilization of funds, and accordingly, the reporting requirements relating to variation/deviation in utilization of funds are
not applicable.

37. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries
of India relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively have been duly followed by
the Company, during the year under review.

38. LISTING ON STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited. The requisite annual listing fees for the financial
year 2025-26 have been paid to the Exchange. The address of BSE Limited and other information for shareholders are given
in the Corporate Governance Report forming part of Annual Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2024-25, as required pursuant to Regulation 34 read
with Schedule V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual
Report.

40. REPORT ON CORPORATE GOVERNANCE

Your 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 report on Corporate Governance for the year under review, as stipulated under Regulation 34 read with Schedule V of
SEBI Listing Regulations is presented in a separate section and forms an integral part of the Annual Report. The certificate
from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached
thereto and forms part of the Annual Report.

41. CORPORATE SOCIAL RESPONSIBILITY

The Company's profits, net worth and turnover are below the criteria as mentioned in Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the Corporate Social Responsibility provisions
were not applicable to the Company during the financial year 2024-25.

42. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has put in place a Policy on Vigil Mechanism for the Directors and employees of the Company to report
their genuine concerns or grievances relating to actual or suspected fraud, unethical behaviour, violation of the Company's
Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests of the business of the
Company. 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.

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 personnel was denied access to the Chairperson of the Audit Committee. Further, no
complaint under whistle blower policy has been received during the year under review.

The said policy/ mechanism is available on the Company's website at the following link:

https://www.jaykayenterprises.com/policies/

43. PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015, 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.

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

To foster a positive workplace environment free from harassment of any nature, your Company as a group has in place a
Policy on prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder. The
Policy aims at prevention of harassment of women employees and guarantees non-retaliation to complainants. Your
Company has complied with the provisions relating to constitution of Internal Committee under the POSH Act for dealing
with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial
year ended on March 31, 2025 are as under:

45. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has duly complied with the applicable provisions of Maternity Benefit Act,
1961.

46. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been admitted against the Company under the Insolvency and Bankruptcy
Code, 2016.

47. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION
DONE WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

48. SAFETY & HEALTH

The Company places utmost importance on the safety, health, and well-being of its employees and all stakeholders visiting
its facilities. Appropriate systems and measures have been adopted at the manufacturing units and office premises to
ensure a safe and secure working environment. The Company considers a safe, healthy, and conducive workplace to be an
essential right of every employee and acknowledges its responsibility to consistently uphold and promote this standard.

49. GREEN INITIATIVES

Electronic copies of the Annual Report 2024-25 and the notice of the 79^th AGM are being sent to all members whose email
addresses are registered with the Company / Depository Participant(s). The Members holding shares in physical form
who have not registered their email addresses with the Company and who wish to receive the Annual Report for the year
2024-25 can now register their e-mail addresses with the Company. For this purpose, they can send scanned copy of signed
request letter mentioning folio number, complete address and the email address to be registered along with self-attested
copy of the PAN Card and any document supporting the registered address of the Member, by email to the Company at
cs@jaykayenterprises.com.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the
shareholders, financial institutions, banks, stock exchange, customers, vendors and other business associates during the year.
Your Directors would also like to express their gratitude to the Government of India and various government agencies for their
support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the dedication and hard work put in by all employees of Jaykay
Enterprises Limited Group, whose commitment has been instrumental in the Company's progress and look forward to their
continued support in sustaining the growth of the Company in the years ahead.

For and on behalf of the Board of Directors

Sd/-

Abhishek Singhania
Chairman & Managing Director

Date: August 29, 2025

Place: New Delhi ^DIN^:°°°⁸⁷⁸⁴⁴