Your Directors have pleasure in presenting their 51^st Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company for the financial year ended 31^st March, 2025 are summarized below:

2. 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 57,00,00,000 fully paid up Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of '1/- each for the financial year 2024-25, subject to the approval of the Members at the 51^st Annual General Meeting ("AGM").

Preference Dividend for the financial year 2024-25 will lead to cash outflow of '114.00 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. Friday, 12^th September, 2025.

Further, the Company has paid dividend at the rate of 2% per share up to the date of redemption on 6,00,00,000 Preference Shares redeemed during the year as per the terms of issue of the said preference shares aggregating to an amount of '12.00 Lakhs.

b) Equity Shares: Your Directors are pleased to recommend a dividend of '0.05 paise i.e.5% per equity share of the Company having face value of '1/- each for the financial year 2024-25, subject to the approval of the Members at the 51^st Annual General Meeting ("AGM").

Equity Dividend for the financial year 2024-25 will lead to cash outflow of '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. Friday, 12^th September, 2025and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

3. 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 the Company and erstwhile Jaysynth Dyestuff (India) Limited. The dates by which these can be claimed by the shareholders from the Company's Registrar and Transfer Agent:

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website: www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with requisite documents enumerated in Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

4. TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves during the financial year ended 31^st March, 2025.

5. STATE OF COMPANY'S AFFAIRS

During the year the Company commenced a new line of business activity comprising dealing in large format Inkjet Printers and its Spares. The Company started offering Digital Printing Solution comprising the said products with its manufactured Ink products and related technical support services. Sale of these printers serve as a vehicle for sales of Inks for digital printing. Post commencement of Inkjet Printer business, the Company now operates into two segments. The other segment being Colourants & chemicals, comprising products from dyestuffs, pigments, pigments dispersion, inks and textile chemicals group. The industry is characterized by major global manufacturers and numerous regional players. Global dyes and pigment market size is expected to grow at CAGR of more than 5% for next 5 to 7 years. The Indian colourants sector is major player in global market which is estimated to grow at 8% to 10%.

During the year standalone revenue from operations was '22,964.08 Lakhs as against '20,574.44 Lakhs for the previous year, registering an increase of 12%. The standalone operating profit from business operations (excluding other income) for the year is ' 2,247.26 Lakhs, as compared to ' 1,801.72 Lakhs for previous year, registering a growth of 25%. This growth can be mainly attributed to improvement in gross margin during the year on account of growth of Ink division business, which is having better margin. Consolidated revenue from operations for the year stands at ' 22,802.85 Lakhs, as against ' 21,177.52 Lakhs for the previous year, registering an increase of 8% compared to the previous year. The consolidated operating profit from business operations (excluding other income) for the year is ' 2,255.48 Lakhs, as compared to ' 1,771.44 Lakhs for previous year, registering a growth of 27%.

6. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31^st March, 2025, Revenue from Operations amounted to '22,964.08 Lakhs as against '20,574.44 Lakhs in the previous financial year ended 31^st March, 2024. Net Profit after tax for the year under the review amounted to '1,588.95 Lakhs as against '1,243.43 Lakhs in the previous financial year ended 31^st March, 2024.

b) Consolidated: For the financial year ended 31^st March, 2025, Revenue from Operations amounted to '22,802.85 Lakhs as against '21,177.52 Lakhs in the previous financial year ended 31^st March, 2024. Net Profit after tax for the year under the review amounted to '1,561.89 Lakhs as against '1,228.97 Lakhs in the previous financial year ended 31^st March, 2024.

7. SHARE CAPITAL

As on financial year ended 31^st March, 2025, the Authorised Share Capital of the Company is '78,00,00,000/- consisting of 15,00,00,000 fully paid up equity shares having face value of '1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of '1/- each.

The Board of Directors of the Company at their meeting held on 12^th February, 2025 approved redemption of 6,00,00,000 Preference Shares having face value of '1/- each aggregating to '6,00,00,000 (Rupees Six Crores Only) on a pro rata basis to the preference shareholders existing in the records of the Company as on Record Date i.e. 21^st March, 2025 out of profits of the Company together with Dividend up to the date of redemption.

As on financial year ended 31^st March, 2025, the paid up share capital of the Company is '70,49,05,800/- consisting of 13,49,05,800 fully paid up Equity Shares having face value of '1/- each and 57,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of '1/- each.

8. 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

9. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year under review, the Company has effected alterations to the main object clause and other incidental object clause of the Memorandum of Association ("MOA") through special resolution passed through Postal Ballot dated 16^th August, 2024 to include activities to be undertaken by the Company from time to time. Subsequent to this, the Company has commenced trading activities in Digital Printing Solutions as an additional business activity to its current business activity of Dyes, Dyes intermediates, Auxiliaries, Pigments, Pigments dispersion and Inks for digital printing.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

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

Your Company has one Wholly Owned Subsidiary named Jaysynth (Europe) Limited, incorporated in United Kingdom.

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.

16. 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, 2025 was £. 18,59,088 as compared to £. 19,42,470 in the previous financial year ended 31^st March, 2024. Net Loss after tax and comprehensive income for the financial year ended 31^st March, 2025 was £. 6,938 as against Net Loss after tax and comprehensive income £. 73,233 in the previous financial year ended 31^st March, 2024.

17. 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

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments/Re-appointment:

In accordance with provision of Section 152(6) of the Act and Article 100 of the Articles of Association of the Company, Deven Parag Kothari (DIN: 06588059), Executive Director of the Company retires by rotation at the ensuing 51^st AGM, being eligible offers himself for re-appointment.

The Members of the Company at their 50^th AGM held on 26^th September, 2024, by way of special resolution approved appointment of Kulinkant Nathubhai Manek (DIN: 06374052) as a Non-Executive Independent Director of the Company.

Cessation:

Umesh Trikamdas Chandan (DIN: 00184677) ceased to be an Independent Director of the Company upon completion of his second term of 5 (Five) consecutive years w.e.f. closure of business hours on 23^rd September, 2024.

19. 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.

20. DETAILS OF SHARES HELD IN UNCLAMIED SUSPENSE ACCOUNT/ESCROW ACCOUNT

In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of shares held in Unclaimed Suspense Account and Escrow Account forms part of this report and is attached as ANNEXURE - II.

21. 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, 2025 on its website at http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html

22. 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

23. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board - During the financial year ended 31^st March, 2025, the Board of your Company met 8 (Eight) times i.e. on 03^rd May, 2024, 21^st May, 2024, 29^th May, 2024, 15^th July, 2024, 13^th August, 2024, 29^th August, 2024, 12^th November, 2024 and 12^th February, 2025. The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations. The Board comprises of 8 (Eight) Directors viz; Parag Sharadchandra Kothari - Executive Chairman and Managing Director, Nikhil Sharadchandra Kothari - Joint Managing Director, Deven Parag Kothari - Executive Director, Jyoti Nirav Kothari - Non-Executive Director, Bhavesh Virsen Panjuani - Non-Executive Independent Director, Kulinkant Nathubhai Manek -Non-Executive Independent Director, Prakash Mahadeo Kale - Non-Executive Independent Director and Rajendra Maganlal Desai - Non-Executive Independent Director.

b) Audit Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Bhavesh Virsen Panjuani - Non-Executive Independent Director, Parag Sharadchandra Kothari - Executive Chairman and Managing Director and Rajendra Maganlal Desai - Non-Executive Independent Director.

c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is the Chairman of the Committee. The other members include Prakash Mahadeo Kale - Non-Executive Independent Director and Bhavesh Virsen Panjuani - Non-Executive Independent Director.

d) Stakeholders Relationship Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Parag Sharadchandra Kothari - Executive Chairman and Managing Director and Nikhil Sharadchandra Kothari - Joint Managing Director.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the Directors during the financial year ended 31^st March, 2025 are set out in the Corporate Governance Report, forms part of this Report and is attached as ANNEXURE - VI.

24. 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, 2025, 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.

25. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31^st March, 2025.

26. 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, proficiency and qualifications.

27. 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 12^th February, 2025 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.

28. 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

29. 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, 2025 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 - III.

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, 2025 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

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

Details of investments made by the Company 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.

31. 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 also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

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

32. 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.

33. 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, 2025, your Board has not noticed any elements of risks which may threaten the existence of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended 31^st March, 2025, your Company has contributed '26.25 Lakhs towards CSR activities in accordance with the provisions of the Act.

Detailed disclosure in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this report and is attached as ANNEXURE - IV.

35. 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 - V.

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

36. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate Governance alongwith the Certificate from Auditor on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretaries on Non-disqualification of Directors, forms part of this report and is attached as ANNEXURE - VI. A declaration signed by the Executive Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

37. AUDITORS

a) Internal Auditor - The Audit Committee and the Board of Directors at their respective meetings held on 28^th May, 2025 have approved appointment of M/s. Maganlal & Ajay Mehta, Chartered Accountants as an Internal Auditor for the financial year ended 31^st March, 2026.

Further, Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant 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 - Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 11^th August, 2025 have approved & recommended for approval of Members, appointment of M/s. KDA & Associates, Practicing Company Secretaries (Firm Registration No. P2016MH047700) as Secretarial Auditors of the Company to hold office for a term of 5 (Five) consecutive financial years commencing from 2025-2026 till 2029-2030.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

c) Statutory Auditor - During the year, your Company had appointed M/s. AH 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 2025 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, 2025 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

38. INSURANCE

All the assets of the Company are adequately insured.

39. 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

40. 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, 2025 forms part of this report and is attached as ANNEXURE-VII.

41. 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

42. 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.

43. 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.

44. 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.

There is ongoing disputes between the Company and the group of ex-workers, employed prior to FY 2003-04, at Patalganga Unit. Total legal dues of the group of ex-workmen 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 for group of the 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 stating that the said group of ex-workers have ceased to be the employee of the Company and their dues have been fully and finally settled. The matter is pending before the Industrial Court.

45. 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.

46. 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.

47. 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.