Jai Mata Glass Ltd

TO THE MEMBERS OF JAI MATA GLASS LIMITED

Your Directors are pleased in presenting the Forty-fourth (45th) Annual Report on the business and operations of Jai Mata Glass Limited ("Company") together with the Standalone audited financial statements and the Auditors' Report of your Company for the financial year ended March 31, 2025.

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

(Rs. Lacs)

During the Financial year 2024-25, the total revenue from operations of the Company was at Rs. 43.33 Lacs as against Rs. 45.41 Lacs in previous year 2023-24. Further, Net Loss for the year is Rs. 50.66 Lacs as compared to Profit of Rs. 1.55 Lacs in previous year 2023-24. The Earning per Share for the year was Rs. (0.051) as compared to Rs. 0.002 in previous year.

The Company anticipates a strong improvement in its financial performance in the upcoming years. This positive outlook is underpinned by the continued expansion of our business and revenue streams, built on the robust capabilities of our existing platform. Over the past year, your Board of Directors has taken decisive steps to diversify the Company's operations into new segments and emerging markets. Looking ahead, the Directors remain optimistic about the evolving business environment and its potential to further support our expansion plans. We are committed to driving long-term value creation and enhancing shareholder returns through innovation, agility, and disciplined execution.

There is no change in the nature of the business of the Company during the year.

There is no change in the registered office address of the Company during the financial year 2024-25.

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, The Annual Report of your Company for the year 2024-25 is available for viewing on your Company's website at www.jaimataglass.com. The Annual Return and its extract as on 31st March, 2025 is available on the Company's Website at www.jaimataglass.com after filing of the same.

As the Company has not made adequate profits during the year, the directors of your company do not recommend any dividend for the financial year ended 31st March 2025.

During the year under consideration, the company has not changed its capital structure and the Authorized and paid-up Capital as on 31st March 2025 stands as follows:

The Authorized Share Capital of the Company is Rs. 117,500,000/- (Rupees Eleven Crore Seventy-Five Lakh) divided into 100,000,000 (Ten Crore) equity shares of Rs. 1/- (Rupees One) each and 175,000 (One Lakh seventy five thousand) preference Shares of Rs 100/- (Rupees Hundred) each.

The Paid-up Share Capital of the Company is Rs. 100,000,000/- (Rupees Ten Crore) divided into 100,000,000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.

During the year, no company had become a subsidiary or associate company of your Company. Further, your Company had not entered into any joint venture with any other company or other entity.

Your directors do not propose to carry any reserve during the financial year ended March 31, 2025.

On 28th May 2025, Managing Director of the Company, Mr. Chander Mohan Marwah has left us for the heavenly abode. Mr. Marwahs' sudden and unexpected passing away will be irreparable loss to the family, organisation and also for everyone associated with him.

Except mentioned above, there has been no material changes which has affected the financial position of your Company between the end of the financial year and the date of this Report.

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015.

However, due to sudden demise of Mr. Chander Mohan Marwah, Managing Director, he has been ceased from directorship of Company w.e.f 28th May 2025.

Mrs. Anu Marwah, has been appointed as Executive & Managing Director w.ef. 9th July 2025 for a period of five years, by the Board of Directors, subject to shareholder approval in the ensuing Annual general meeting.

Further, Mr. Inesh Marwah DIN-11192771, has been appointed as Additional Non- Executive Director w.e.f from 9th July, 2025 by the Board of Directors, subject to shareholder approval in the ensuing Annual general meeting.

The Board of Directors of the Company met Eight "08" times during the year under review on 06.05.2024, 24.05.2024, 03.06.2024, 22.07.2024, 01.08.2024, 30.08.2024, 25.10.2024, 20.01.2025 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minute's book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013 and special Measures under companies act in view of Covid outbreak.

The annual calendar of meetings is broadly determined at the beginning of each year. The details of the meetings held during the year are as under:

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board.

The composition of the various committees as on 31.03.2025 is as under:

The Last i.e. the 44th Annual General Meeting of the Company for the financial year 2023-2024 was held on 26/09/2024 at the Registered Office of the Company.

There was no Extra Ordinary General Meeting held during the year under consideration.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 4 and 6 of the audited accounts.

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section which forms part of the Annual Report as "Annexure A"

The Company has not accepted any deposits from the public during the period under review.

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved. The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

During the financial year under review, the provision of section 188 is not applicable to the Company. The Company has not entered into contracts/arrangements with its related parties.

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particulars of Employees) Rules 1975.

M/s Khiwani Sood & Associates, Chartered Accountants, (Firm Registration No. 040433N), New Delhi, who were appointed as Statutory Auditors of the Company at 44th Annual general meeting for a period of 1 year upto the 45th Annual general Meeting to be held in year 2025, have shown their willingness to be reappointed as Statutory Auditors for a further term of five (5) years, i.e upto the AGM to be held in Year 2030, subject to shareholders approval in the ensuing General meeting. Hence to consider with or without modification it was,

"RESOLVED THAT pursuant to sub-section (1) of the Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s Khiwani Sood & Associates, Chartered Accountants, Delhi, FRN- 040433N, be and are hereby appointed as Statutory Auditor of the Company for Audit period of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-2030, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

M/s Khiwani Sood & Associates, Chartered Accountants, have confirmed their eligibility for continuing as Statutory Auditors.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not require any further comments. There is no qualification or adverse remark in the Auditors Report which requires the directors to give any explanation.

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

The internal audit of Company is being carried out by Mr. Santosh Kumar Aggarwal, Internal Auditor of the Company and has been re-appointed for the financial year 2025-26 by the Board in their meeting held on 22.05.2025.

The Internal Auditor carries out examination and evaluation of the efficacy and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor in their report are discussed by the management of your Company and corrective action, if any, is taken on immediate basis.

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints system where any grievance of sexual harassment at workplace can be reported. The objective is to provide its women employees, a workplace, free from harassment/discrimination and every employee is treated with dignity and respect.

Your Directors declared and confirm that no complaint pertaining to sexual harassment at workplace has been reported during the financial year ended March 31, 2025.

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

The Company's internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

As the business and activities of the Company does not involve any manufacturing activity right now, the information required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the financial year under review.

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in subsection (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

The Board encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of business risk, risk tolerance limits and risk exposure related to specific issues. As the Risk Management is an integral part of the Company's business strategy, the board reviews compliances with the risk policies and provides an oversight of risk across the organization.

The Audit Committee also keeps an oversight in matters of financial risks and controls. The major risks, as may be identified, are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

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 earned by the Company during the year ended on that date.

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 of the Company 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 provisions of all applicable laws and that such system are adequate and operating effectively.

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2025 which includes a feature of recording audit trail (edit log) facility and the same was enabled during the year.

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting during the year for the financial year 2024-25 on 28th March, 2025. The said meeting was attended by the Independent Directors of your Company.

The Company has paid Annual Listing Fee of Rs. 3,83,500 (Inclusive GST) for the Financial year 2024-25 to BSE Limited in May 2024.

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2025:

a. CEO/ Managing Director/Manager: Mr. Chander Mohan Marwah is appointed as Managing Director of the Company w.e.f 7 July, 1995. However, due to his demise, he ceased from Directorship w.e.f 28th May, 2025. Further, Mrs. Anu Marwah has been appointed as Executive & Managing Director w.e.f 9th July, 2025 for a term of five years, subject to members approval in ensuing general meeting.

b. Chief Finance Officer (CFO): Mr. Rajesh Arya was appointed as CFO w.e.f 06.05.2024.

c. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed as Company Secretary & Compliance Officer of the Company in terms of provisions of Section 203 of Companies Act, 2013 w.e.f. 26.10.2019.

The Board in consultation with the Nomination and Remuneration Committee annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. As an evaluation methodology, the Board may use any method(s) as it may deem appropriate in order to assess the Board/committees effectiveness and Director's performance. Some of the indicators/criteria based on which the Independent Directors are evaluated are personal qualities and substantial business/ professional experience, status in society, ability and willingness to devote time.

Pursuant to the provisions of the Companies Act 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015. Mr. Navneet Kumar, Practicing Company Secretary, has certified that none of the Directors on the Board of the Company for the Financial year ended 31st March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.

The aforesaid Certificate is attached as "Annexure B"

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Navneet Kumar & Associates (Peer Review No. 3184/2023) Certificate of Practice No: 8700, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial year 2024-25. The Secretarial Audit Report for the year under review is attached as "Annexure C".

Further, the Board in their meeting held on 31st July, 2025 has re-appointed M/s. Navneet Kumar & Associates, Practicing Company Secretaries having Peer Review No. 3184/2023 as Secretarial Auditor of the company to conduct the secretarial audit of the company for the term of 5 five years i.e. from financial year 2025-26 to Financial year 2029-30, subject to members approval in ensuing General meeting and to pass, with or without modification the following-

"RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. Navneet Kumar & Associates, Company Secretaries (CP No.-8700), be and are hereby appointed as Secretarial Auditors of the Company for a term of five consecutive years, i.e. from financial year 2025-26 to financial year 2029-30, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof), be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."

Your Company is committed to maintain highest standard of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.