Your Directors are pleased to present the Thirty-ninth Annual Report and the audited accounts for the year ended 31^st March 2024.

FINANCIAL SUMMARY:

(' in Lakh)

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of the business of the Company during the year or subsequently.

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March 2024 remains unchanged at '1784.49 lakh. The Company has not issued shares with differential voting rights, granted stock options sweat equity shares and none of the Directors of the Company hold any such share or convertible instrument issued by the Company.

RESULT OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the gross turnover of the Company’s Steel Division was '0.26 crore as compared to the previous year’s gross turnover of '24.92 crore. The Division reported a loss of ' 0.05 crore during the year under review as against a loss of ' 3.19 crore of the previous year.

The Plastic Processing Division of the Company achieved a gross turnover of '457.58 crore as compared to previous year’s gross turnover of '565.35 crore. The Division reported a profit of '65.27 crore during the year under review as against a profit of '72.61 crore of the previous year.

The Spinning Division of the Company achieved a gross turnover of Nil as compared to the previous year’s gross turnover of '0.46 crore. The Division reported a profit of '(0.52) crore during the year under review as against a profit of '(0.03) crore of the previous year. The operation of this Division has been discontinued and the Company is in the process of disposing of the assets of this Division.

During the year under review, the production of Plastic Processing Division decreased to '36,165 MT during 2023-24 from '39,743 MT during 2022-23.

The third-party production (job work) of GP/GC coils and sheets decreased to Nil MT during 2023-24 from 1962.91 MT during 2022-23. The production of GP/GC coils and sheets decreased to Nil MT during FY 2023-24 from 1,030.01 MT during FY 2022-23. CR coils and sheets were not produced due to lack of demand.

AMOUNTPROPOSED TO BE CARRIED TO GENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAY OF DIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. Your Directors have also recommended a dividend of 0.50/- (50 per cent) per equity share on 17,84,49,410 equity shares of face value 1/- each for the financial year ended 31^st March 2024. This will amount to 8,92,24,705/- and, if approved at the ensuing 39^th Annual General Meeting, will be paid to members whose names appear on the Register of Members as mentioned in the Notice to the 39^th Annual General Meeting. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. No dividend was recommended on 44,600 shares forfeited and not re-issued.

Pursuant to the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Company has formulated a dividend distribution policy and disclosed it on the website. The Uniform Resource Locator (“URL”) for this Policy is: http://www.jaicorpindia.com/pdf/Dividend-Distribution-Policy.pdf.

ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 (“the Act”) can be viewed on the Company’s website. The Uniform Resource Locator (“URL”) for the Annual Return is : http://www. iaicorpindia.com/investor/annualreports.html.

NUMBER OF MEETINGS OF THE BOARD:

Five meetings of the Board of Directors and one meeting of the Independent Directors of the Company were held during the financial year 2023-24. Further details in this regard are furnished in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

IIn accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dinesh Deokinandan Paliwal (DIN: 00524064)retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. The Board, on the recommendation of the Nomination and Remuneration Committee recommends the re-appointment of Mr. Dinesh Deokinandan Paliwal (DIN: 00524064) for the approval of the members.

The present tenure of the independent directors Ms. Priyanka Shashank Fadia (DIN 06702342) and Mr. Kaushik Deva (DIN 07017428) will end on

5^th June 2024. The Board on the recommendations of the Nomination and Remuneration Committee re-appointed Ms. Priyanka Shashank Fadia (DIN 06702342) and Mr. Kaushik Deva (DIN 07017428) as independent directors for a second term of 5 (five) consecutive years effective from 6^th June 2024. Their respective re-appointment is subiect to the approval of the members.

The present tenure of Ms. Amita Jay Jasani (DIN 08504650) as an independent director will end on 12^th August 2024. The Board on the recommendation of the Nomination and Remuneration Committee re-appointed Ms. Amita Jay Jasani (DIN 08504650) as an independent director for a second term of 5 (five) consecutive years effective from 13^th August 2024. Her re-appointment is subject to the approval of the members.

Pursuant to the provisions of Section 149(10) of the Companies Act, 2013 read with Regulation 25 (2A) of the SEBI (LODR) Regulations, 2015, the members have to pass special resolutions for the re-appointments of these three independent directors.

The term of the Executive Director having the designation Director- Works, Mr. Dinesh Deokinandan Paliwal (DIN: 00524064) ended on 31^st March, 2024. Approval of the members was obtained at the 38^th Annual General Meeting for his re-appointment with effect from 1^st April, 2024 for a period of 3 years.

The term of the Managing Director and Chief Executive Officer, Mr. Gaurav Jain (DIN: 00077770) ended on 3^rd June 2023. Approval of the members was obtained at the 37^th Annual General Meeting for his re-appointment with effect from 4^th June 2023 for a period of 5 years.

Brief resume of all Directors including those proposed to be re-appointed/continue with appointment, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board Committees, are provided elsewhere in the Annual Report. The Directors who are being appointed/ re-appointed have intimated to the Company that they are eligible for appointment / re-appointment.

DIRECTORS’ RESpONSIBILITY Statement:

Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, it is hereby stated that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departure(s) from the same.

(b) appropriate accounting policies have been selected and applied consistently and the Directors have made iudgments 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 on 31^st March 2024 and of the profit including total comprehensive income of the Company for that period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts for the financial year ended 31^st March 2024 have been prepared on a ‘going concern’ basis.

(e) internal financial controls have been laid down to be followed by the Company. The internal financial controls are adequate and are operating effectively.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarations under Sections 149(7) and 150(3) of the Act and under Regulation 25 of the Listing Regulations.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards have been duly followed by the Company.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE Of A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE ACT:

(a) Qualifications of directors:

(i) A candidate for executive directorship should possess administrative skills and functional experience or knowledge of the division or department entrusted to such director. The candidate should have strong attributes of a leader and inter-personal skills to deal with the Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

(b) Process of selection to the Board/ extending invitation to a potential candidate :

One of the roles of the Nomination and Remuneration Committee (“N&RC”) is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to the Board.

In selecting a suitable candidate as an independent director, the N&RC will also look into the data bank that is proposed to be set up pursuant to the provisions of Section 150 of the Companies Act, 2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates in the event of resignation, retirement or demise of an existing Board member. Based on the recommendation of the N&RC, the Board through its Chairman/ N&RC will then invite the prospective person to join the Board as a director.

I In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules made thereunder, the N&RC shall consider that candidate and make suitable recommendation to the Board. The procedure pertaining to appointment of small shareholders’ director laid down in Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction :

A new director will be given a formal induction and orientation with respect to the Company’s vision, core values, business operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

In respect of independent directors, as required under Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company will familiarize them about the organization, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee remuneration payable to directors.

The executive directors including managing directors are paid remuneration by way of salary, perquisites, contribution to provident fund, superannuation fund, gratuity, encashment of leave etc. as per the terms of agreement entered into with them and approved by the shareholders pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meeting

except for those committees where no sitting fee is payable to attend the meetings. Such a fee shall be fixed by the Board of Directors on receiving recommendation in that respect from the N&RC. Shareholder’s approval will be taken where the same is mandated by the provisions of the Act and/ or the Listing Regulations.

No commission is presently payable to the directors and the Company has presently not granted any stock option to its directors. Independent directors are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be reimbursed to them. Payment may be made on their behalf either by the Company or be paid by them directly. Where the concerned director seeks to claim reimbursement, he/she is required to submit a claim along with relevant particulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for Directors, KMPs & Senior Management is available at the website of the Company. The Uniform Resource Locator (“URL”) for this Policy is: www.jaicorpindia.com/pdf/nomination_ remuneration.pdf.

AUDITORS AND AUDITORS’ REPORTS:

Pursuant to the provisions of the Act, approval of the members was obtained to appoint Chaturvedi & Shah LLP, Chartered Accountants (Registration No. 101720W/W100355 issued by the Institute of Chartered Accountants of India) from the conclusion of the 37^th Annual General Meeting till the conclusion of the sixth annual general meeting thereafter.

The Central Government approved the appointment of Tadhani & Co., Cost Accountants as the cost auditor for the financial year 2023-24. The Board has appointed Tadhani & Co. as the Cost Auditor for the financial year 2024-25. The remuneration payable to Tadhani & Co. is subject to approval of the members at the ensuing 39^th Annual General Meeting.

The Board has continued with the appointment of Kakaria and Associates LLP, Chartered Accountants as the Internal Auditor for the financial year

2024-25 under Section 138 of the Companies Act, 2013. They carried out the internal audit as per the scope approved by the Audit Committee for the year 2023-24.

Mr. Shridhar V. Phadke of SVP & Associates, Company Secretary in Whole time Practice was appointed as the Secretarial Auditor under Section 204 of the Act. The Secretarial Audit Report issued pursuant to the provisions of Section 204 of the of the Act and the Secretarial Compliance Report issued pursuant to the provisions of Regulation 24A of the Listing Regulations are given in Annexure- 1.

There is no qualification, reservation or adverse comment in the Standalone Auditors’ Report and the Secretarial Audit and Compliance Reports.

The Auditor has expressed a qualified opinion in the Consolidated Auditors’ Report and pursuant to the provisions of Regulation 34(2) of the Listing Regulation. Statement on Impact of Audit Qualifications is given in Annexure- 2.

PARTICULARS oF LoANS, Guarantees or investments under section 186 of THE companies ACT, 2013:

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in Annexure- 3.

particulars of contracts or arrangements with related parties

REFERRED To IN SUB-SECTioN (1) oF SECTioN 188 oF THE ACT:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act are given in Form AOC-2 in Annexure- 4.

material changes and commitments,

IF ANY, AFFECTING THE FINANCIAL poSITioN

of the company which have occurred

BETWEEN THE END oF THE FINANCIAL YEAR of the company to WHICH THE FINANCIAL statements relate and the date of the report:

In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of this Report.

conservation of energy, technology absorption, foreign exchange earnings AND outgo:

A) conservation of ENERGY:

i) the Steps taken or impact on conservation

of energy: The Company has taken various steps for minimization of energy consumption by putting continuous efforts towards optimization of operating and processing activities, up-gradation of plant equipment etc.

ii) the steps taken by the company for

utilizing alternate sources of energy: Nil

iii) the capital investment on energy

conservation equipment: Nil

B) TECHNoLoGY ABSoRpTIoN:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

ii) the benefits derived like product

improvement, cost reduction, product

development or import substitution:

The Company produces quality products and is constantly making efforts to reduce cost and develop products so that it leads to import substitution.

iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

iv) the expenditure incurred on research and Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actua inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

(' in Lakh)

statement indicating development and implementation of a risk management policy for the company including identification therein of elements of

RISK, IF ANY, WHICH IN THE opinion of THE

board may threaten the existence of the company:

The Risk Management Committee took note of the implementation of steps to identify, manage and mitigate the risks affecting the Company as per the Risk Management Policy.

The Audit Committee and the Board are also apprised of the risks and the measures taken by the Company to mitigate the same.

The Company has adequate insurance cover for the normal business risks.

THE DETAILS ABoUT THE poLICY DEVELopED AND IMpLEMENTATioN BY THE Company

on corporate social responsibility

INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation by the Company on Corporate Social Responsibility (CSR) initiatives taken during the year is given in Annexure- 5.

The CSR Policy is available at the website of the Company. The URL for this Policy is: http://www. iaicorpindia.com/pdf/CSRPolicy.pdf.

STATEMENT INDICATING THE MANNER IN

which formal annual evaluation of performance has been made of the board, its committees and of individual directors:

An annual evaluation was carried out of performance of the Board, its Committees and that of the individual Directors. A structured questionnaire was prepared covering various aspects of the Board’s functioning. Inputs received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the performance of individual directors and that of the Committees. Performance evaluation of Directors individually was carried out by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated the performance of the Board, the non-independent directors and the Chairman. Performance of the Secretarial Department was also included in the evaluation.

The Directors expressed their satisfaction at the performance of all concerned.

THE NAMES oF CompANIES WHICH HAVE become or ceased to BE SUBSIDIARIES, joint ventures or associate companies

DURING THE YEAR:

During the year under review, there is no new subsidiary, joint venture or associate company. The National Company Law Tribunal has approved the amalgamation of UI Wealth Advisors Private Limited (a wholly-owned step down subsidiary of the Company) with its immediate holding company Urban Infrastructure Venture Capital Limited (a wholly-owned subsidiary of the Company). As the accounts of both these companies are already consolidated with the financial results of the Company, the amalgamation order will not have any material impact. Approval of the Regional Director, Western Region was. received by Jai Corp Welfare Foundation, a wholly-owned company for surrendering the license issued to it under

Section 8 of the Companies Act, 2013. The matter is pending with the Registrar of Companies, Maharashtra, Mumbai. The Company is yet to receive the approval of the Registrar of Companies, Maharashtra, Mumbai.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is presented in Form AOC-1 given elsewhere in the Annual Report and is not being reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Act and in accordance with Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Company has not accepted any deposit covered under Chapter V of the Act nor any deposit not in compliance with the requirements of Chapter V of the Act.

THE DETAILS OF SIGNIFICANT AND MATERIAL

orders passed by the regulators or

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OpERATIONS IN FUTURE:

No order has been passed by any Regulator, Court or Tribunal impacting the going concern status and the Company’s operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control with reference to the financial statements. During the year under review, such controls were put to test and were found to be adequate.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit Committee or to the Board of Directors of the Company. EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Act reads with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information sought thereat is given in Annexure- 6.

Neither the Managing Director nor the Director-Works was paid commission from the Company and they did not receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Top ten employees in terms of remuneration drawn:

B. Name of employee employed throughout the financial year ended 31^st March 2024 and was in receipt of remuneration not less than '1,02,00,000/- or more per annum:

C. Name of employee employed for part of the financial year ended 31^s March 2024 and was in receipt of remuneration not less than '8,50,000/- or more per month:

D. Name of employee 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.

There is no employee who was in receipt of remuneration 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.

ISSUE of equity shares with differential RIGHTS, SWEAT EQUITY, employee SToCK

option:

The Company has not issued any shares with differential rights, sweat equity or as employee stock options.

AUDIT CoMMITTEE:

The Audit Committee comprises of Independent Directors Mr. Kaushik Deva (Chairman), Ms. Priyanka S. Fadia, and Ms. Amita J. Jasani. Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

All recommendations made by the Audit Committee were accepted by the Board.

cost AUDIT:

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act is required by the Company and, accordingly, such accounts and records are made and maintained.

INTERNAL CoMpLAINTS CoMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints reported to the Board.

INDUSTRIAL RELATioNS:

The relations with the employees remained cordial and satisfactory during the year under review.

TRANSFER of unpaid / UNCLAIMED AMoUNTS To IEpF:

Pursuant to the provisions of Section 124 of Act, the declared dividends which remained unpaid/ unclaimed for a period of 7 years along with all shares in respect of such unpaid or unclaimed dividend were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. During the year under review, '8,05,901/-was transferred as unpaid or unclaimed dividend and 40,629 equity shares were also transferred.

corporate governance:

The Company is committed to maintaining highest standards of corporate governance. Your Directors adhere to the requirements of the Securities and Exchange Board of India’s corporate governance practices and has implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Regulation 34(3) read with Schedule V to the Listing Regulations is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to the Listing Regulations is given in Annexure- 7.

INSOLVENCY AND BANKRUpTCY CoDE AND oNE-TIME Settlement:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. There has not been any instance of one-time settlement of the Company with any bank or financial institution.

BUSINESS RESpoNSIBILITY AND Sustainability REpoRT:

The Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations is given in Annexure- 8.

OUTLOOK:

The Company is also taking steps to improve the performance and efficiency of its existing manufacturing businesses. Your directors are confident that the Company will continue to flourish in these activities.

ACKNOWLEDGEMENT:

Your directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Virendra Jain Gaurav Jain

Mumbai, Vice Chairman Managing Director/

27^th May 2024 DIN: 00077662 CEO

DIN: 00077770