Jaysynth Orgochem Ltd

To,

The Members,

Your Directors have pleasure in presenting their 50^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company for the financial year ended 31^st March, 2024 are summarized below:

( in lakhs)

2. AMALGAMATION AND ARRANGEMENT

The Composite Scheme of Arrangement amongst three companies being Jaysynth Dyestu_ (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Act ("Scheme"), was approved by the shareholders of Transferor Company 1 and the Company at their respective meetings held pursuant to the order(s) of the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. Thereafter, the Scheme was sanctioned by NCLT, Mumbai Bench vide its order passed dated 17^th April, 2024. The Scheme came into effect from 03^rd May, 2024.

Further, in terms of the Scheme, the name of your Company changed from "JD Orgochem Limited" to "Jaysynth Orgochem Limited" w.e.f. 03^rd July, 2024.

As per the Share Exchange Ratio enshrined in the Scheme, your Company at their meeting held on 21^st May, 2024 approved allotment of 12,16,55,800 fully paid up Equity shares of Rs.1/- each to the eligible shareholders of Transferor Company 1 and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of Rs.1/- each to the eligible shareholders of Transferor Company 2 as on the Record Date i.e. 17^th May, 2024. The Trading approval for dealing in Equity Shares allotted was received from BSE Limited w.e.f. 10^th July, 2024.

3. DIVIDEND

a) Preference Shares: The Redeemable Non-convertible Non-cumulative Non-participating Preference Shares are entitled to a dividend at the rate 2% per share. Accordingly, Your Directors are pleased to recommend @ 2% per share as per the terms of the issue on 63,00,00,000 fully paid up Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of Rs.1/- each for the financial year 2023-24, subject to the approval of the Members at the 50^th Annual General Meeting ("AGM").

Preference Dividend for the financial year 2023-24 will lead to cash outflow of Rs.126.00 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited as beneficial owners as on Record Date i.e. Wednesday, 18^th September, 2024.

b) Equity Shares: Your Directors are pleased to recommend a dividend of Rs.0.05 paise i.e. 5% per equity share of the Company having face value of Rs.1/- each for the financial year 2023-24, subject to the approval of the Members at the 50^th Annual General Meeting ("AGM").

Equity Dividend for the financial year 2023-24 will lead to cash outflow of Rs.67.45 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on Record Date i.e. Wednesday, 18^th September, 2024 and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

4. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 (Seven) consecutive years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") Authority.

Further, all the shares in respect of which dividend has remained unclaimed/unpaid for 7 (Seven) consecutive years or more from the date of transfer to Unpaid Dividend Account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. The details of unclaimed/unpaid dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website i.e. www.jaysynth.com.

The following table gives information relating to various outstanding dividends of Erstwhile Jaysynth Dyestu_ (India) Limited and the dates by which these can be claimed by the shareholders from the Company's Registrar and Transfer Agent:

5. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND

To avoid risk of loss/interception of dividend warrants in postal transit and/or fraudulent encashment, members are requested to avail of the National Electronic Clearing System facility for encashing dividend directly to their respective bank account. This also ensures faster and safe credit of dividend. Members holding shares in dematerialized form may note that the Bank Account Mandate registered against their respective Depository Participants will be used by the Company for payment of Dividend. Members who wish to change their Bank Account Mandate may advise their Depository Participants about such change. The Company or Registrar and Transfer Agent cannot act on any direct request from such members for change/deletion of such bank particulars.

Members holding shares in physical form are requested to send their National Electronic Clearing System (NECS) Mandate Form in the format available at the Company's website at www.jaysynth.com duly filled and thereafter send it to the Registrar and Transfer Agent of the Company i.e. Link Intime India Private Limited. In order to provide protection against fraudulent encashment of dividend warrants, members holding shares in physical form are requested to intimate the Company under the signature of the sole/first joint holder, the following information which will be used by the Company for dividend payments: i. Name of Sole / First joint holder and Folio No. ii. Particulars of Bank account viz:

• Name of the Bank.

• Name of the Branch.

• Bank account number allotted by the Bank.

• Nine digits MICR code of the Bank.

• Account type, whether Savings bank account (SB) or Current account (CA).

• Complete address of the Bank with Pin Code Number.

• Cancelled cheque leaf of the aforesaid Bank Account.

6. TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves during the financial year ended 31^st March, 2024.

7. STATE OF COMPANY'S AFFAIRS

The Company operates into single segment of colouring chemicals, comprising products from Dyestu_s, Pigments, Pigments dispersion, Inks and Textile chemicals group. The industry is characterized by major global manufacturers and numerous regional players. The Indian colourants sector is major player in global market with estimated share of 15%. The industry has transformed from being import dependent to an export driven industry. The long-term growth prospects of the Indian economy being positive, the end user industries for the Company's product comprising textile, paint, coating, plastic, paper etc are also expected to grow. During the year under review the Revenue from operations was Rs.20,574.44 Lakhs as against Rs.19,315.56 Lakhs in previous year with marginal increase of 6.52%. The gross margin improved during the years on account reduction in cost of material, which is attributable better product mix and increase in Ink division business. Employee cost during the previous year was significantly high on account of full and final settlement of dues of workers of erstwhile Turbhe unit. Operating profit for the year was Rs.1,997 Lakhs, which was significantly higher as compared to Rs.613 Lakhs in previous year.

8. REVIEW OF PERFORMANCE

a) Standalone:

For the financial year ended 31^st March, 2024, Revenue from Operations amounted to Rs.20,574.44 Lakhs as against Rs 19,315.56 Lakhs in the previous financial year ended 31^st March, 2023. Net Profit after tax for the year under the review amounted to Rs 1,243.43 Lakhs as against Rs.157.29 Lakhs in the previous financial year ended 31^st March, 2023.

b) Consolidated:

For the financial year ended 31^st March, 2024, Revenue from Operations amounted to Rs.21,177.52 Lakhs as against Rs 19,308.10 Lakhs in the previous financial year ended 31^st March, 2023. Net Profit after tax for the year under the review amounted to Rs 1,228.97 Lakhs as against 77.03 Lakhs in the previous financial year ended 31^st March, 2023.

9. SHARE CAPITAL

As on the date of this Report, the Authorised Share Capital of the Company is Rs.78,00,00,000/- consisting of 15,00,00,000 fully paid up equity shares of Rs.1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of Rs.1/- each.

The Board of Directors of the Company at their meeting held on 21^st May, 2024 approved the allotment of 12,16,55,800 fully paid up Equity Shares of INR 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestu_ (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of INR 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited as on the ‘Record Date' fixed for the said purpose, in accordance with the Share Exchange Ratio as provided in the Scheme.

As on the date of this Report, the paid up share capital of the Company is Rs.76,49,05,800/- consisting of 13,49,05,800 fully paid up Equity Shares of Rs.1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of Rs.1/- each

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and Jaysynth (Europe) Limited, Wholly Owned Subsidiary prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary and related detailed information will be kept at the Registered Office of the Company and will be available for inspection during business hours. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary are displayed on the website of the Company at www.jaysynth.com.

11. CHANGE IN THE NATURE OF THE BUSINESS

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

12. 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

Pursuant to the provisions of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company's operations in future.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. There are control processes both manual and computerised, wherein transactions are approved and recorded. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

Your Company has an adequate internal control system in accordance to the size of the Company and nature of business for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely basis on various aspects and activities of the Company. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report except that the Composite Scheme of Arrangement amongst three companies being Jaysynth Dyestu_ (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act ("Scheme"), was sanctioned by Hon'ble National Company Law Tribunal, Mumbai Bench vide its order passed dated 17^th April, 2024. Pursuant to the said Scheme the financial statements have been prepared as per "Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and the figures of previous year have also been restated accordingly.

15. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has carried out an annual evaluation of its own performance, performance of the Individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director's performance, the performance of the Board, its Committees. A structured questionnaire was prepared after taking into consideration inputs received from all the Directors, setting out parameters of evaluation and considering the Policy for determining qualifications, positive attributes and Independence of Director. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and also considered Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Board/ Committee structure and composition, frequency of Board Meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of board's competency, experience, contribution etc as additional parameters.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Director Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

16. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirements of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this report and is attached as ANNEXURE – I.

17. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

Pursuant to the Scheme, Wholly Owned Subsidiary i.e. Jaysynth (Europe) Limited of erstwhile Jaysynth Dyestu_ (India) Limited became Wholly Owned Subsidiary of your Company.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on a Standalone basis.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 , a statement containing salient features of the financial statements of your Company‘s Wholly Owned Subsidiary in Form AOC – 1 is attached to the Consolidated Financial Statements.

18. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from operations of Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31^st March, 2024 was ?. 19,42,470 as compared to ?. 19,87,262 in the previous financial year ended 31^st March, 2023. Net Loss after tax and comprehensive income for the financial year ended 31^st March, 2024 was ?. 73,233 as against Net Loss after tax and comprehensive income ?. 26,035 in the previous financial year ended 31^st March, 2023.

19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year under review were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the financial year under review that would require member's approval under the SEBI Listing Regulations hence disclosure under Form AOC-2 is not applicable as required under the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a related party transaction Policy approved by the Board and is displayed on the Company's website at http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html 20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-designation:

During the year under review, Board of Directors at its meeting held on 27^th September, 2023 upon the recommendation of Nomination and Remuneration Committee appointed Maitri Alpesh Bhayani (Membership no. A68431) as a Company Secretary and Compliance Officer of the Company w.e.f. 27^th September, 2023.

The Board of Directors at their meeting held on 21^st May, 2024, upon the recommendation of Nomination and Remuneration Committee, approved Re-designation of Parag Sharadchandra Kothari (DIN: 00184852) as an Executive Chairman and Managing Director for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027, Re-designation of Nikhil Sharadchandra Kothari (DIN: 00184152) as Joint Managing Director of the Company for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027 and approved appointment of Deven Parag Kothari (DIN: 06588059) as an Additional Executive Director for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027, Jyoti Nirav Kothari (DIN: 07143429) as an Additional Non-Executive Director, Bhavesh Virsen Panjuani (DIN: 03188032), Prakash Mahadeo Kale (DIN: 00151379) and Rajendra Maganlal Desai (DIN: 00403784) as an Additional Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2029 subject to the approval of members of the Company.

Further, the Board of Directors at their meeting held on 21^st May, 2024, upon the recommendation of Nomination and Remuneration Committee, approved appointment of Mangesh Narayan Patil as Chief Financial Officer and Riddhi Kunal Saraiya as Company Secretary and Compliance officer of the Company.

On 16^th August, 2024, the Members of the Company, by way of ordinary resolution passed through postal ballot approved appointment of Jyoti Nirav Kothari as a Non-Executive Director of the Company and by way of special resolution passed through postal ballot, approved re-designation of Parag Sharadchandra Kothari as an Executive Chairman and Managing Director of the Company, re-designation of Nikhil Sharadchandra Kothari as Joint Managing Director of the Company, appointment of Deven Parag Kothari as an Executive Director of the Company, appointment of Bhavesh Virsen Panjuani, Prakash Mahadeo Kale and Rajendra Maganlal Desai as a Non-Executive Independent Director of the Company.

In accordance with provision of Section 152(6) of the Act and Article 100 of the Articles of Association of the Company, Jyoti Nirav Kothari (DIN: 07143429), Non-Executive Director of the Company retires by rotation at the ensuing 50^th AGM, being eligible offers herself for re-appointment.

The Board of Directors at their meeting held on 29^th August, 2024, upon the recommendation of Nomination and Remuneration Committee, approved appointment of Kulinkant Nathubhai Manek (DIN: 06374052) as an Additional Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years with effect from 29^th August, 2024 upto 28^th August, 2029 subject to the approval of members of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Kulinkant Nathubhai Manek as a Non-Executive Independent Director, for the approval by the members of the Company.

Cessation:

Maitri Alpesh Bhayani, Company Secretary and Compliance officer and Kantibhai Maganbhai Darji, Chief Financial officer of the Company tendered their resignation w.e.f. 21^st May, 2024.

Further, Bharati Ravindra Chandan (DIN: 07263623) and Mitesh Dilip Sejpal (DIN: 06562026) tendered their resignation from the position of Non-Executive Independent Directors of the Company w.e.f. 29^th May, 2024 and Suhas Balkrishna Jande (DIN: 08384902) tendered his resignation from the position of Whole-Time Director of the Company w.e.f. 29^th August, 2024.

21. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Your Company has not accepted deposits from public within the meaning of Section 73 of the Act and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Act.

As on 31^st March, 2024 the Company has 1200 Equity Shares lying in the Unclaimed Suspense Account.

Consequent upon the Scheme coming into effect, the shareholders of erstwhile Jaysynth Dyestu_ (India) Limited who held shares in physical form were allotted shares of the Company in Demat form which were transferred to Unclaimed Suspense Escrow Account. As on the date of this Report, 8,89,980 Equity shares lying in the Unclaimed Suspense Escrow Account of the Company.

23. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return for the year ended 31^st March, 2024 on its website at http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html 24. POLICY ON REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors' appointment and remuneration as required under Section 178(3) of the Act, which has been uploaded on the Company's website and weblink of the same is http://jaysynth.com/Jaysynthorgochem_ Policies.html 25. MEETINGS OF THE BOARD AND THEIR COMMITTEES a) Board –The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations. During the Financial Year 2023-24, the Board comprises of 6 (Six) Directors viz; Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Nikhil Sharadchandra Kothari – Non-Executive Director, Mitesh Dilip Sejpal – Non-Executive Independent Director, Umesh Trikamdas Chandan – Non-Executive Independent Director, Bharati Ravindra Chandan - Non-Executive Independent Director and Suhas Balkrishna Jande – Whole-Time Director. The details of the Board Meeting held and attended by the Directors during the Financial Year 2023-24 are mentioned herein below:

b) Audit Committee – During the Financial Year 2023-24, a duly constituted Audit Committee consists of majority of Independent Directors with Umesh Trikamdas Chandan as the Chairman of the Committee. The other members include Mitesh Dilip Sejpal - Non-Executive Independent Director, Bharati Ravindra Chandan - Non-Executive Independent Director and Suhas Balkrishna Jande, Whole-Time Director. The details of the Audit Committee Meeting held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

c) Nomination and Remuneration Committee – During the Financial Year 2023-24, the Nomination and Remuneration Committee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairman of the Committee. The other members include Umesh Trikamdas Chandan - Non-Executive Independent Director and Bharati Ravindra Chandan - Non-Executive Independent Director. The details of the Nomination and Remuneration Committee Meetings held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

d) Stakeholders Relationship Committee – During the Financial Year 2023-24, the Stakeholders Relationship Committee consists of Umesh Trikamdas Chandan as Chairman of the Committee. The other members include Parag Sharadchandra Kothari - Chairman and Non-Executive Director and Nikhil Sharadchandra Kothari - Non-Executive Director. The details of the Stakeholders Relationship Committee Meetings held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

26. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Act, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Financial Statements for the financial year ended 31^st March, 2024, the Indian Accounting Standards (Ind AS), the provisions of the Act as applicable and guidelines issued by the SEBI Listing Regulations have been followed alongwith proper explanations relating to material departures if any;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Financial Statements on a going concern basis;

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

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

27. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31^st March, 2024.

28. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of your Company have furnished requisite declaration that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, pro_ciency and qualifications.

29. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Act and the SEBI Listing Regulations, Separate Meeting of Independent Directors was held on 13^th February, 2024 and considered the following agenda at the meeting: a) Review the performance of Non Independent Directors and the Board of Directors as a whole; b) Review the performance of the Chairman, taking into account the views of the Non-Executive Directors; c) Assess the quality, quantity and timelines of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

30. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION.

The Company has in place the policy for determining the qualifications, positive attributes and independence of a Director, which has been uploaded on the Company's website and weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html.

31. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditor's Report – The observations made in the Auditor's Report of M/s. A H J & Associates, Chartered Accountants read together with relevant notes thereon, are self explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditor in his report.

b) Secretarial Auditor's Report – The Secretarial Auditor's Report issued by M/s. KDA & Associates, Practicing Company Secretaries, for the financial year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and is attached as

ANNEXURE – II.

c) Cost Audit Report - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2024 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

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

Details of investments made by the Erstwhile Jaysynth Dyestu_ (India) Limited and Jaysynth Impex Private Limited pursuant to Section 186 of the Act have been disclosed in the financial statements forming part of this Annual Report.

Further during the year under review, the Company has not granted any loans or provided any guarantees under Section 186 of the Act.

33. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Policy on prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has constituted Internal Complaints Committee w.e.f. 21^st May, 2024 to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees.

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

34. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects of the work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. Company ensures compliances of regulatory requirements under environmental laws.

35. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the financial year ended 31^st March, 2024, your Board has not noticed any elements of risks which may threaten the existence of the Company.

36. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act relating to Corporate Social Responsibility were not applicable to the Company as the Company does not fall under the criteria as specified under Section 135(1) of the Act.

However, pursuant to the Scheme, the contribution made towards CSR activities by Erstwhile Jaysynth Dyestu_ (India) Limited ( 15.80 Lakhs) and Erstwhile Jaysynth Impex Private Limited (Rs.14.00 Lakhs) aggregating to Rs.29.80 Lakhs in accordance with the provisions of the Act have been disclosed by the Company in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 which forms part of this report and is attached as ANNEXURE – III.

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, forms part of this report and is attached as ANNEXURE – IV. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Members who are interested in obtaining such information may send an email at investor.relations@jaysynth.com

38. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity capital does not exceed Rs.10 crores and net worth does not exceed Rs.25 crores as on the last day of the previous financial year i.e. 31^st March, 2023. Further your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices.

Pursuant to the Scheme, the financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination but the same have not been considered for the purpose of applicability of the provisions with regard to Corporate Governance.

a) Internal Auditor – Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year ended 31^st March, 2024. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before for the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed M/s. KDA & Associates, Practicing Company Secretaries, as a Secretarial Auditor for the financial year ended 31^st March, 2024 to carry out the secretarial audit of the Company.

c) Statutory Auditor – During the year, your Company had appointed M/s. A H J & Associates, Chartered Accountants (FRN : 151685W) as Statutory Auditor of the Company to hold office for a term of 5 (Five) years commencing from conclusion of 47^th Annual General Meeting till the conclusion of 52^nd Annual General Meeting of the Company.

As per the provisions of the Act, the Auditors Report on Financial Statements for the year ended 31^st March 2024 as issued by the Statutory Auditor M/s. A H J & Associates, Chartered Accountants, forms part of this Annual Report.

d) Cost Auditor – Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2024 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

40. INSURANCE

All the assets of the Company are adequately insured.

41. VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and requirements of Regulation 22 of the SEBI Listing Regulations, your Company has in place proper Vigil Mechanism incorporated in Whistle Blower Policy for Directors and Employees to report genuine concerns which encourages its employees who have concerns about suspected fraud or misconduct to come forward and express their concerns without inhibition of unfair treatment.

Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policies. The Audit Committee of the Company oversees the vigil mechanism. The Whistle Blower Policy is displayed on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI Listing Regulations, it is required to annexe Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31^st March, 2024 forms part of this report and is attached as ANNEXURE-V.

43. BOARD DIVERSITY

Your Company strongly believes having a diverse Board that enhances the quality of decisions. Directors from varied background, experience and expertise will assist the Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

44. GREEN INITIATIVES

Your Company has introduced eco-friendly pigment inks for digital printing on textiles and other substrates. The application process of these inks eliminates discharge of water in the ink fixation process and enables textile industry to meet ESG (Environmental, Social, Governance) compliance goals.

Your Directors would like to draw your attention that as per Section 20 of the Act read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time which permits paperless compliances and also service of notice/ documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

45. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

46. HUMAN RESOURCES

Employees are considered to be one of the most important assets and critical resources in the business which maximize the effectiveness of the Company. Human resources build the enterprise and create a sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. The Company makes continuous and consistent efforts to attract and retain best talent in the industry as employees are indispensable factor for growth of the Company.

However, the group of ex-workmen of Patalganga unit have raised dispute regarding the settlement of their dues. Total legal dues of the workers at Patalganga unit were settled and paid pursuant to the consent order passed by the Hon'ble High Court of Bombay on 03^rd October, 2003. However, certain workers filed an appeal against the consent order before the Division bench of the Hon'ble High Court, Bombay, which was dismissed in July, 2005. Even an appeal filed before Hon'ble Supreme Court of India by the aforesaid workmen was subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour, Panvel. On failure of the conciliation proceedings, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed by Labour Commissioner, before the Division Bench of Hon'ble High Court, Bombay and as per the directions given by the Hon'ble High Court, Bombay the said adjudication before the Industrial Court has been stayed and the matter is pending.

In November 2023, another Union viz Shramik Utkarsha Sabha, not having locus-standie, claiming representation of ex-workers of JD-2 Patalganga unit, filed a complaint before Industrial Court, Thane. The complaint of the said Union states that legal dues of the said workmen are not fully paid & have sought various interim reliefs. The Company has made submission to the court denying the allegation of the said Union. The matter is pending before Industrial Court.

47. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

48. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review: a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014. b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014. c) Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014. d) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. f) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

49. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued co-operation and support received by the Company.