Market & News

Dear Members,

The Board of Directors are delighted to present the 27^th Board's Report alongwith the Audited Financial Statements for the fiscal year ending on March 31, 2025. This covers our financial performance and outlines our strategic initiatives and corporate governance practices that have shaped the trajectory of the Company over the past year. Our report further delves into the broader economic conditions and industry trends, providing members with a detailed understanding of our positioning and prospects in the evolving industry landscape.

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Standalone and Consolidated Financial Statements are detailed as under.

Your Company's financial performance for the financial year ended March 31, 2025 as compared to previous financial year ended on March 31, 2024 is summarized below:

(Rs. in "000")

On Standalone basis, the Company has earned the total revenue of Rs. 344.54 Lakhs as against Rs. 471.31 Lakhs in the previous year. The total expenditure during the year is Rs. 244.98 Lakhs as against Rs. 254.44 Lakhs in the previous year. The net profit for the year under review was Rs. 75.63 Lakhs as against net profit of Rs. 158.41 Lakhs in the previous year.

On Consolidated basis, the Company has earned the total revenue of Rs. 927.89 Lakhs as against Rs. 1046.38 Lakhs in the previous year. The total expenditure during the year is Rs. 780.26 Lakhs as against Rs. 727.04 Lakhs in the previous year. The net profit for the year under review was Rs. 104.11 Lakhs as against net profit of Rs. 230.27 Lakhs in the previous year.

Subsidiary Companies:

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiaries is included in the Consolidated Financial Statements (CFS) in the Company.

A statement containing the salient features of financial statements of subsidiaries/associate companies of the Company in the prescribed Form AOC – 1 is annexed herewith and forms part of this Report in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.kjmccorporate.com.

MATERIAL SUBSIDIARY

As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company's website at https://www.kjmcorporate.com/investor_relation. During the financial year under review, KJMC Capital Market Services Limited is the Material Subsidiary of the Company as per Regulation 16(1) (c) of the SEBI Listing Regulations.

Brief information on Financials and Operations of Subsidiary Co panies and Associate Company are given hereunder:

(i) KJMC Capital Market Services Limited: It earned total income of

Rs. 6,05.00 Lakhs as against Rs. 576.21 Lakhs in the previous year. The total expenditure during the year under review was Rs. 545.56 Lakhs as against Rs. 465.64 Lakhs in the previous year. The net profit after tax was Rs. 41.00 Lakhs as against Rs. 81.94 Lakhs in the previous year.

(ii) KJMC Credit Marketing Limited: It earned total income of Rs. 22.25 Lakhs as against Rs. 15.58 Lakhs in the previous year. The total expenditure during the year under review was Rs. 33.60 Lakhs as against Rs. 26.19 Lakhs in the previous year. The net loss for the year under review was Rs. 11.30 Lakhs as against net loss of Rs. 12.18 Lakhs in the previous year.

DIVIDEND

In order to conserve the resources for operations, your Directors do not recommend any dividend for the year under review. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the year under review.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards ("IND AS") from April 01, 2019 with a transition date of April 01, 2018. Accordingly, the financial statements have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Act, the extract of Annual Return in Form MGT-7 of the Company for the Financial Year 2024-2025 is available on the Company's website at https://kjmccorporate.com/investor-relations/annual-reports.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Five (5) meetings during the year. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of this report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees in accordance with the requirements of Companies Act, 2013 and Listing Regulations. The Board has the following committees i. Audit Committee

ii. Nomination and Remuneration Committee iii. Share Transfer and Stakeholders Relationship Committee iv. Credit and Investment Committee

Audit Committee

The constitution of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013, read with Regulation 18 of SEBI LODR 2015. The members possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. During the year under review, 4 (four) Audit Committee meetings were held. The details pertaining to composition of Audit Committee and the attendance of the members of the Audit Committee are provided in the Corporate Governance Report and forms part of the annual report.

*The composition of the Committee was re-constituted at Board meeting held on August 13, 2024, with the following members:

1. Mr. Shyam Khandelwal – Chairman (Non-Executive Independent Director)

2. Ms. Pranjali Mangal Bhandari – Member (Non-Executive Independent Director)

3. Mr. Anil Sampat – Member (Non-Executive Independent Director)

4. Late Mr. Inderchand Jain – Member (Non-Executive Director)

*The composition of the committee was re-constituted on August 13, 2024, and Mr. Shyam Khandelwal and Ms. Pranjali Mangal Bhandari, Independent Directors of the Company were appointed as Chairman and Member of the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr. Nitin Vasant Kulkarni respectively.

**Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was re-constituted at Board meeting held on May 16, 2025, with the following members:

1. Mr. Shyam Khandelwal – Chairman (Non-Executive Independent Director)

2. Ms. Pranjali Mangal Bhandari – Member (Non-Executive Independent Director)

3. Mr. Anil Sampat – Member (Non-Executive Independent Director)

4. Mr. Girish Jain – Member (Executive Director)

**Due to sad demise of Mr. Inderchand Jain, Member of the Committee (Non-Executive Director), the composition of the committee was reconstituted on May 16, 2025 and Mr Girish Jain, Executive Director of the Company was appointed in place of Late Mr. Inderchand Jain as a Member of the Committee.

Nomination and Remuneration Committee

During the year under review, (2) Twice Nomination and Remuneration Committees Meetings were convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the annual report.

*The composition of the Committee was re-constituted at Board meeting held on August 13, 2024, with the following members:

1. Ms. Pranjali Mangal Bhandari – Member (Non-Executive Independent Director)

2. Mr. Shyam Khandelwal– Chairman (Non-Executive Independent Director)

3. Mr. Rajnesh Inderchand Jain – Member (Non-Executive Non Independent Director)

*The composition of the committee was re-constituted on August 13, 2024, and Mr. Shyam Khandelwal and Ms. Pranjali Mangal Bhandari, Independent Directors of the Company were appointed as Chairman and Member of the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr. Nitin Vasant Kulkarni respectively.

Share Transfer and Stakeholders Relationship Committee

During the year under review, (1) One Share Transfer and Stakeholders Relationship Committee Meeting was convened and held. The details pertaining to composition of Share Transfer and Stakeholders Relationship Committee and the attendance of the Share Transfer and Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of this report.

*The composition of the Committee was re-constituted at Board meeting held on August 13, 2024, with the following members:

1. Late Mr. Inderchand Jain – Chairman, (Non-Executive Non

Independent Director)

2. Mr. Rajnesh Inderchand Jain – Member, (Non-Executive Non Independent Director)

3. Mr. Girish Jain – Member, (Executive Director)

4. Mr. Vijay Indukumar Joshi – Member, (Non-Executive Independent Director)

*The composition of the committee was re-constituted on August 13, 2024, and Mr. Vijay Indukumar Joshi, Independent Directors of the Company was appointed as member of the Committee in place of Mr. Nitin Vasant Kulkarni.

**Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was re-constituted at Board meeting held on May 16, 2025, with the following members:

1. Mr. Rajnesh Inderchand Jain – Chairman, (Non-Executive Non Independent Director)

2. Mr. Girish Jain – Member, (Executive Director)

3. Mr. Vijay Indukumar Joshi – Member, (Non-Executive Independent Director)

**Due to sad demise of Mr. Inderchand Jain, Member of the Committee (Non-Executive Director), the composition of the committee was reconstituted on May 16, 2025 and Mr. Rajnesh Inderchand Jain, Non-Executive Director of the Company was appointed in place of Late Mr. Inderchand Jain as a Chairperson of the Committee.

Credit and Investment Committee

During the year under review, No Credit and Investment Committee Meetings were convened and held. The details pertaining to composition of Credit and Investment Committee and the attendance of the Credit and Investment Committee members are provided in the Corporate Governance Report, which forms part of this report.

**Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was re-constituted at Board meeting held on May 16, 2025, with the following members:

1. Mr. Rajnesh Inderchand Jain – Chairman, (Non-Executive Non Independent Director)

2. Mr. Girish Jain – Member, (Executive Director)

**Due to sad demise of Mr. Inderchand Jain, Member of the Committee (Non-Executive Director), the composition of the committee was reconstituted on May 16, 2025 and Mr. Girish Jain, Executive Director of the Company was appointed as a Chairperson of the Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, affirm the following in relation to the fiscal year just concluded: a) Adherence to Accounting Standards: The preparation of the annual accounts was in strict conformity with the applicable accounting standards. Any material departures have been duly explained, ensuring transparency and clarity.

b) Selection and Application of Accounting Policies: The directors selected and applied accounting policies consistently. Judgments and estimates made were both reasonable and prudent, aimed at presenting a true and fair view of the Company's state of affairs as of the fiscal year-end, and of the profit for the year.

c) Maintenance of Adequate Accounting Records: Adequate accounting records have been maintained in accordance with the provisions of the Companies Act, 2013. This diligence assists in safeguarding the assets of the Company and aids in the prevention and detection of fraud and other irregularities.

d) Preparation of Accounts on a Going Concern Basis: The annual accounts were prepared on a going concern basis, reflecting the directors' confidence in the Company's ability to continue its operations in the foreseeable future.

e) Internal Financial Controls: The directors have established and maintained robust internal financial controls that the Company follows. These controls are deemed adequate and have been assessed to be operating effectively.

f) Compliance Systems: Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and these systems have been evaluated to be adequate and effective.

These confirmations reflect the Directors' commitment to high standards of governance and integrity in the management of the Company's affairs.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the annual report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company's business segments are made at the separate meetings of the Independent Directors from time to time.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for all employees including the members of the Board and Senior Management Personnel. All members of the Board and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the financial year 2024-25. The declaration to this effect is signed by Mr. Kartik Konar, Chief Financial Officer of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

As stipulated in our corporate governance protocols, the particulars of investments made, as well as loans issued and guarantees provided, are meticulously documented within the Standalone Financial Statements. These details are organized under relevant headings to ensure clarity and ease of access for stakeholders. This comprehensive documentation forms a crucial part of our Annual Report, reflecting our commitment to transparency and regulatory compliance. Each entry is detailed to afford shareholders a clear understanding of the Company's financial allocations and risk management strategies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has in place the Policy on dealing with Related Party Transactions and Materiality in terms of requirements of the Act and the SEBI Listing Regulations. The said Policy is available on the Company's website at https://kjmccorporate.com/investor-relations/codes-policies.

As per the said Policy, all Related Parties Transactions are pre-approved by the Independent Directors, Audit Committee and Board, as and when required as per the requirements under the Act and SEBI Listing Regulations. The details of such transactions are also reviewed by the Audit Committee on a quarterly/annual basis.

All transaction entered into by the Company with related parties, during the financial year 2024-25, were in ordinary course of business and on arm's length basis. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

There are no materially significant Related Party Transactions of the Company which have potential conflict with the interests of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (AS) - 24 are set out in Note 32 to the Standalone Financial Statements of the Company which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

As detailed in the Financials of the Company, there have been no material changes and commitments that would affect the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report. There has been no change in the nature of business of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No material orders impacting the ‘going concern' status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with Section 134(3)(m) of the Companies Act, as elaborated by Rule 8 of the Companies (Accounts) Rules, 2014, we provide an annual disclosure on key operational aspects, namely energy conservation, technology absorption, and foreign exchange earnings and outgo.

Since the Company is engaged in the business of Merchant Banking Services, the details required under Section 134 (3) (m) of the Companies Act, 2013 are not applicable to the Company. However, the Company believes in conserving the natural resources and uses CFL and LED Lighting in the office premises which has low energy consumption. The Company has no disclosures to be made in connection with technology absorption. The total Foreign Exchange Inflow was Rs. 3773 (Rs. ‘000') and Outflow was Rs. 00 (Rs. ‘000') during the year under review.

RISK MANAGEMENT

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the degree of fulfillment of key responsibilities, Board composition and structure, effectiveness of board processes, information and functioning etc.

In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non- independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Directors expressed satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajnesh Jain (DIN: 00151988), Non-Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended re-appointment of Mr. Rajnesh Jain as Non-Executive Director of the Company liable to retire by rotation, for approval of the Members of the Company at the ensuing Annual General Meeting.

Brief Profile of Mr. Rajnesh Jain is mentioned in the Notes to the Notice of Annual General Meeting forms part of Annual Report.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved, and the shareholders have subsequently approved, the appointment of Mr. Shyam Ramsharan Khandelwal (DIN: 05147157) and Ms. Pranjali Bhandari (DIN: 09703528) as Non-Executive Directors in the category of Independent Directors for a term of 2 (two) consecutive years with effect from August 13, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Mr. Girish Inderchand Jain (DIN: 00151673) as the Whole-Time Director of the Company with effect from April 1, 2025, for a term of 3 (three) consecutive years, as approved by the shareholders of the Company at the Annual General Meeting.

Mr. Nitin Kulkarni (DIN: 02297383) and Mr. Sureshchandra Aythora (DIN: 00085407), Independent Directors of the Company, completed their second term on the Board upon conclusion of business hours on September 25, 2024. The Board places on record its sincere appreciation for their valuable guidance and contributions during their tenure.

With deep sorrow, the Board informs that Shri Inderchand Jain (DIN: 00178901), Chairman and Promoter (Non-Executive and Non-Independent Director) of the Company, passed away on March 01, 2025, at the age of 85 years. He was the founder of the Company and played a key role in its growth in the areas of Investment Banking, Corporate Advisory, and Stock Broking Services. The Company is grateful for his vision, leadership, and dedicated contribution over the years.

Subsequent to the close of the financial year 2024–25, Ms. Miti Shah resigned from the position of Company Secretary and Compliance Officer of the Company, with effect from May 16, 2025. Thereafter, Mr. Neeraj Yadav was appointed to the said position with effect from May 16, 2025. However, he also resigned with effect from July 25, 2025.

The Company is currently in the process of identifying and appointing a suitable candidate for the position. As on the date of this report, there is no Company Secretary and Compliance Officer in place.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act. These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA). The Board, based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) and as per section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

ADEQUACY OF INTERNAL CONTROL

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The company has in place policies and procedures required and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records in a timely and reliable manner. For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies of the Group, the impact on financial results, including revised disclosures to the Audit Committee.

The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that system and processes are followed across all areas.

SECRETARIAL STANDARDS

The Board of Directors confirms that KJMC Corporate Advisors (India) Limited has adhered to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This affirmation reflects the Company's commitment to maintaining the highest standards of corporate governance.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

* Sitting fees being paid to all the Non-Executive Directors and Independent Directors of the Company.

The median remuneration is calculated based on the salary paid during the financial year to employees on payroll as on March 31, 2025.

Financial Officer, Company Secretary, if any, in the financial year;

(iv) The number of permanent employees on the rolls of Company as on March 31, 2025: 4 (Six).

(vi) Affirmation that the remuneration is policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

a. STATUTORY AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No. 101048W) were appointed as Statutory Auditors of the Company at the 22^nd Annual General Meeting of the Company held on December 24, 2020 for a period of 5 (Five) consecutive years, to hold office till the conclusion of 27^th Annual General Meeting of the Company.

They have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company for a second term of

5 (Five) consecutive years from the conclusion of the ensuing

Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2030.

The Independent Auditors' Report for the financial year ended March 31, 2025 on the financial statements of the Company forms part of Annual report.

The Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.

b. INTERNAL AUDITORS

The Board of Directors on the recommendation of the Audit Committee have appointed M/s. L.K.J. & Associates, LLP (formerly known as M/s. R.V. Luharuka & Co. LLP, Chartered Accountants) as Internal Auditors of the Company for the Financial Year 2024-25.

c. SECRETARIAL AUDITORS AND SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its Meeting held on May 07, 2024 have appointed M/s. Rathi & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the Financial Year 2024-25.

The Report of the Secretarial Auditors issued by M/s. Rathi & Associates, Practicing Company Secretaries, for the FY 2024-25 is annexed and forms part of this Report.

The Secretarial Audit Report issued by M/s. Rathi & Associates, Practicing Company Secretaries, for the FY 2024-25 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

as per the remuneration In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on August 13, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Aabid & Co, Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Internal Auditors have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances or fraud committed against the Company by its Officers or Employees, the details of which needs to be mentioned in the Board's Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider

Trading as amended from time to time with a view to regulates trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

WHISTLE BLOWER/VIGIL MECHANISM

In compliance with the provisions of Section 177(9) and (10) of the Company's Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, our Company has instituted a Whistle blower policy/ vigil mechanism. This framework is designed to empower our directors, employees and other stakeholders to confidentially report.

The said policy is available on the Company's website at https://www. kjmccorporate.com/investor-relations/codes-policies.

During the financial year, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is not required to place policy on Prevention of Sexual Harassment at Workplace as it is not applicable to the Company.

ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and safeguards for female employees. The Company remains committed to promoting the health, well-being, and rights of its women employees, and ensures strict adherence to all statutory requirements under the Act.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025, stood at INR 5,00,00,000/- divided into 50,00,000 Equity Shares of INR. 10/- each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2025, stood at INR. 3,92,64,400/- divided into 39,26,440 Equity Shares of INR. 10/- each, fully paid-up.

REPORT ON CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate from Practicing Company Secretaries on its compliance is annexed and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of this report. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by the Company during the period.

INSURANCE

The assets/properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

WHOLE TIME DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. Girish Jain, Whole Time Director and Mr. Kartik Konar, Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2025 was placed before the Board of Directors of the Company at its meeting held on May 16, 2025.

OTHER DISCLOSURES

1. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

2. The Company has not issued any sweat equity shares to its directors or employees;

3. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable;

4. There was no revision of financial statements and Board's Report of the Company during the year under review;

5. There has not been any instance of one - time settlement done with banks / Financial Institution during the Financial Year.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.