Jainik Power Cables Ltd

To,

The Members,

Jainik Power and Cables Limited

(Formerly known as Jainik Power and Cables Private Limited)

Your Director's wish to present their 13th (Thirteenth) Board Report on the Business and Operations of Jainik Power And Cables Limited (Formerly known as Jainik Power and Cables Private Limited) (the "Company") for the financial year ended on March 31, 2024 (the "year under review").

1. STATE OF COMPANY AFFAIRS-

During the year under review, your Company had net revenue of Rs. 33862.12 Lakhs as against Rs. 6738.40 Lakhs in the previous year. The Profit before Tax amounted to Rs. 670.14 Lakhs as against Rs. 17.13 Lakhs in the previous year.

The financial results and the results of operations, including major developments have been further discussed in this report.

2. FINANCIAL SUMMARY:

2.1 Financial Summary and Highlights:

The Company's financial summary for the year under review along with previous year Figures is given hereunder:

*In Lakhs

2.2 Amount, if any, which the Board proposes to carry forward to the reserves:

At the end of the financial year, the debit balance of Reserves and Surplus was INR 729.15 Lakh as against debit balance of Reserve and Surplus of INR 230.31 Lakh at the end of the previous financial year.

The Company has transferred INR 498.84 Lakh of profits to reserve and surplus during the financial year under review.

2.3 Dividend:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review as the Company proposes to list on the Small and Medium Enterprises Exchange (SME Exchange) for which company required the funds.

2.4 Major events occurred during the year:

A. Change in the nature of business/status of the Company:

There have been no changes in the nature of the business of the Company for the year under review However, name of the Company was changed from the "Jainik Enterprises Private Limited" to "Jainik Power and Cables Private Limited" with effect from February 9 2024.

B. Change in the financial year:

There have been no changes in the financial year of the Company for the year under review.

C. Details and status of acquisition, merger, expansion, modernization, and diversification:

There have been no acquisitions, mergers, expansions, modernizations, and diversification by your Company for the year under review.

Report:

The company proposes to list itself on the Small and Medium Enterprises Exchange (SME Exchange) for its expansion and growth. Therefore, following changes occurred after the closure the financial year:

> Fixing of Board Power to borrow monies under section 180(1)(C) of the Companies Act, 2013 upto Rs. 50 crores (Indian Rupees Fifty Crores Only).

> Status of the company was changed from "Private Limited Company" to "Public Limited Company" with effect from May 8th, 2024 and in respect thereof the new name mentioned on certificate of incorporation issued by registrar is "Jainik Power and Cables Limited".

> Constitution of Audit Committee.

> Constitution of Nomination and Remuneration Committee.

> Constitution of Stakeholder Relationship Committee.

> Application for new GST registration certificate.

> Appointment of Registrar and Transfer Agent for Dematerialization of shares.

> Adoption of various policies:

• Policy for identification of material litigation and creditors;

• Insider Trading Policy;

• Risk Management Policy;

• Whistle Blower Policy;

• Policy for disclosure of material events and information;

• Policy for preservation of documents;

• Nomination and Remuneration policy;

• Policy for determining material subsidiary;

• Policy for performance evaluation of Board, its committees and individual directors;

• Related Party Transaction Policy;

• Policy on Corporate Social Responsibility;

• Policy for prevention of sexual harassment;

• Code of Conduct for directors and senior officials;

• Code of Conduct for Independent Directors;

• Criteria for making payments to non-executive directors; and

• Familiarization Programme for Independent Directors.

E. Alteration in the Memorandum of Association and Article of Association of the Company:

During the year under review, company has altered its main object clause Company by way of insertion of new sub clause No. 3 after existing sub clause No. 2 of Clause 111 A of Memorandum of Association, "to carry on the business of manufacture, buy, sell, exchange, improve, repair, modify, manipulate, import or export or otherwise deal in all kinds ot conductors, cables and wire for telephone, telegraph- telecommunication, television, signaling, controlling or monitoring for electric, electronics and power systems, transmissions, broadcasting, leception and distribution in all forms and media." Moreover, Company has adopted new set of Article of Association and Memorandum of Association during the year under review.

2.5 SHARE CAPITAL:

A. Authorized, Paid-up and Subscribed Share Capital:

The details of Share Capital of the Company as on March 31, 2024 is as follows:

Aithorized_Share. Capital: The Authorized Share Capital of the Company as on March 31, 2024 was INR 15,00,00,000 (Indian Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of INR 10/- (Indian Rupees Ten Only).

It is to be noted that the authorized share capital of the company was increased from INR

1,00,00.000 (Indian Rupees One Crore Only) to INR 15,00,00,000 (Indian Rupees Fifteen Crores Only) by approval of members in extra- ordinary general meeting dated March 01, 2024.

Paid-up Share Capital: The Paid-up Share Capital of the Company as on March 31, 2024 was

57,00,000 (Indian Rupees Fifty-Seven Lakh Only) divided into 5,70,000 (Five Lakh Seventy Thousand) equity shares of 10/- (Indian Rupees Ten Only)

During the financial year, the Company has not (i) issued any equity share with differential rights; (ii) bought back any of its securities; (iii) issued any Sweat Equity Shares, Employee Stock Option Plan (ESOP); or (iv) issued any equity share via Right Issue or Private Placement.

3. COMPOSITION OF BOARD OF DIRECTORS AND KMP:

As on March 31, 2024, your board comprise of three directors, namely Mrs. Anju Jain (DIN: 00062870), Mr. Shashank Jain (DIN: 00241030) and Mr. Prateek Jain (DIN: 05206153).

During the financial year, following changes were occurred:

> Mr. Prateek Jain was appointed as an additional director w.e.f. 15.01.2024.

> Designation of Mr. Shashank Jain was changed from director to managing director w.e.f. 01.03.2024.

Further, Mr. Prateek Jain (PAN No: AJPPJ0858H) was appointed as Chief Financial Officer (CFO) of the company w.e.f. 27.02.2024.

After the end of financial year, following changes were occurred:

> Change in the designation of Mrs. Anju Jain (DIN: 00062870) from Non-Executive Director under Professional Category to Non-Executive Director under Promoter Category.

> Regularization of Mr. Prateek Jain (DIN: 05206153) as the Executive Director, under Promoter

Category.

> Appointment of Mr. Manish Wahi (DIN: 09785936) as a Non-Executive, Independent Director of the Company.

> Appointment of Mr. Sachin Goyal (DIN: 09787112) as a Non- Executive, Independent Director of the Company.

Further, Ms. Priyal Agrawal (Membership No. A73370) was appointed as a whole-time Company Secretary w.e.f. May 09, 2024.

BOARD MEETINGS:

Your Directors met 13 (Thirteen) times during the financial year April 01, 2023 to March 31, 2024 as pei Section 134(3)(b) of the Companies Act, 2013. The maximum gap between two Board Meetings was less than one Hundred and Twenty days.

The attendance of directors at the board meeting was as follows:

4. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS. COURTS AND/OR TRIBUNALS:

There have been no significant and material orders passed by any regulator, court, tribunal, statutory and/or quasi- judicial body, impacting the going concern status of the Company and its future operations.

5. INFORMATION ABOUT HOLDING COMPANIES/ SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES / IOINT VENTURES. IF ANY:

There is no Holding Company/Subsidiary Company/Associate Companies and Joint Venture Company as on March 31, 2024.

6. COMPANY POLICY ON APPOINTMENT. REMUNERATION AND OTHER MATTERS RELATED TO DIRECTORS:

The Company does not fall under the purview of the criteria laid in section 178 of the Companies Act, 2013 read with rule 6 of the meetings of Board and its Power Rules, 2014.

Therefore, the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3] of the Companies Act, 2013. Accordingly, reporting under this head shall not apply.

7.

Pursuant to Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Company being unlisted, sub clause (e] of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

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

8. EXTRACT OF ANNUAL RETURN:

The requirement of annexing the Extract of Annual Return in Form MGT-9 under Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, with Board's Report is no longer applicable with the enforcement of the provision of Companies (Amendment) Act, 2017 W.e.f. 28th August, 2020 and therefore not attached herewith.

9. REMUNERATION TO DIRECTORS / EMPLOYEES

As per the provisions of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, remuneration paid to the directors and employees during and/or at the part of the financial year is less than the prescribed limit. Therefore, reporting under this head is not applicable.

10. STATUTORY AUDITORS

M/s. SCAJ & Co., Chartered Accountants (Firm Registration No. 021356N), were appointed as Statutory Auditors of the Company for Five (5) consecutive years commencing from the Annual General Meeting of Financial Year 2022-2023 till the conclusion Annual General Meeting of the Company to be held in the financial year 2027-2020, in accordance with the applicable provisions of the Companies Act, 2013. However, existing auditor of the Company M/s. SCAJ & Co., Chartered Accountants tendered their resignation and resigned from the office of statutory auditor w.e.f April 27, 2024 which led to casual vacancy in the office of statutory auditor of the Company. M/s Kapish Jain & Associates, Chartered Accountants, (Firm Registration No. 022743N), were appointed as Statutory Auditors of the company to fill up the casual vacancy caused by the resignation of M/s SCA] & Co, Chartered Accountants, (Firm Registration No. 021356N) to conduct statutory audit for the financial year 2023-24 and will hold office till the conclusion of the ensuing Annual General Meeting."

During the period, there has been no instance of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act 2013 and Rules framed there under either to the Company or to the Central Government.

11. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the appointment of Internal Auditor is required if, the Company meets any of the following thresholds:

I. Paid up share capital of fifty crore rupees or more during the preceding financial year; or

II. Turnover of two hundred crore rupees or more during the preceding financial year; or

III. Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or

IV. Outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year.

As the Company does not meet the above-mentioned criteria in the year under review, there is no requirement to appoint internal auditors.

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There were no loans, guarantees, security and investments by the Company under Section 186 of the Companies Act, 2013 during the financial year April 01, 2023, to March 31, 2024.

13. RISK MANAGEMENT:

The Board constantly reviews the elements of risks threatening the existence of the Company and takes remedial action as appropriate considering the size and constraints available for the Company.

14. DISCLOSURE ABOUT COST AUDIT:

The provision of maintenance of cost audit records and filing the same is not applicable to the Company during the financial year under review.

15. CORPORATE SOCIAL RESPONSIBILITY fCSR);

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company for the financial year under review.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance of the Secretarial Standards with respect to the General Meetings and Board Meetings, to the extent possible, specified by the Institute of Company Secretaries of India and approved as such by the Central Government.

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place a policy of prevention of Sexual Harassment at the Workplace in the line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Internal Complaints Committee was constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for the Redressal of complaints of sexual harassment of women at work place.

There were no incidences of sexual harassment reported during the year under review.

The following is the summary of sexual harassment complaints received and disposed of during the year under review:

a. Number of Complaints pending at the beginning of the year: NIL

b. Number of Complaints received during the year: NIL

c. Number of Complaints disposed of during the year: NIL

d. Number of cases pending at the end of the year: NIL

18. EMPLOYEE SHARE BASED PAYMENT:

Since the Company has not granted any stock option so far, the Company is not required to give any details in this regard.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company during the financial year 2023-2024.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

21. DEPOSITS:

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

22. DETAILS OF DEPOSITE WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENT OF THE ACT:

As the Company has not accepted any deposit therefore reporting under this head is not applicable,

23. PARTICULARS OF CONTRACTS OK ARRANGEMENTS WITH RELATED PARTIES;

Transactions were entered by the Company during the financial year with any related party in the ordinary course of business and on the arm's length basis. Thus, the provisions of Section 1UB(1) of the Companies Act, 2013 are applicable. During the period ending March 31, 2024, the Company has not entered into any contract/arrangemcnt/transaction of material nature with any of the related parties which are in conflict with the interest of the Company. Particulars of contracts or arrangements with related parties pursuant to Section 100 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Anncxurc A to this report.

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As required under Section 134(3) (m) of the Companies Act 2013 read with rule 0 of Companies (Accounts) Rules 2014, details of conservation of energy and technology absorption are as follows:

(A) CONSERVATION OP ENERGY:

The steps taken or impact on conservation of energy- N.A

The steps taken by the company for utilizing alternate sources of Energy- N.A

The capital investment on energy conservation equipment- N.A

(B) TECHNOLOGY ABSORPTION:

The efforts made towards technology absorption- N.A

The benefits derived like product improvement, cost reduction, product development or import substitution- N.A

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A

The expenditure incurred on research and development- N.A

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have any earning or expenditure in foreign currency for the year ended March 31, 2024.

25. DETAILS OF AN APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE.2Q16;

During the year under review, there were no application made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

26. Details DIFFERENCE BETWEEN VALUATION AMOUNT ON TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION

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

27. BOARD'S COMMENT ON THE AUDITORS' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Explanations or comments on qualification, reservation or adverse remark or disclaimer made by the Auditors:

(a) Independent Auditors Report: There are no remarks/qualifications at auditors report requiring the explanations or comments.

(b) Secretarial Audit Report: Not Applicable

28. DECLARATION GIVEN BY INDEPENDENT DIRECTORS.;

Provisions of Section 149(6) of the Companies Act, 2013 are not applicable to the Company for the financial year under review. Accordingly, reporting under this head shall not apply.

29. THE AMOUNT. IF ANY. PAID BY WAY OF MERGER:

During the year under review no such amount is paid by the Company. Accordingly, reporting under this head shall not apply.

30. OPINION OF THE HOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY! OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During the year under review there is no Independent Director appointed on the board of the Company. Accordingly, reporting under this head shall not apply.

31. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

As the paid up share capital of the Company is less than twenty five crore rupees or more at the end of the preceding financial year. Therefore, reporting under this head is not applicable.

ACKNOWLEDGMENT

Your directors wish to place a record of appreciation, dedication and commitment of Members.