REVIEW OF OPERATIONS AND STATE OF AFFAIRS

Standalone Performance:

During the year under review, the Company delivered a strong financial performance, achieving its highest-ever total income and net profit on a standalone basis. The total income stood at 5,847.95 Mn , an increase of 42.59% over the previous financial year ' s income of 4,101.10 Mn . This growth reflects the Company ' s continued focus on operational efficiency, product innovation, and customer centric execution.

Profit after tax surged by 43.46% , reaching 1,319.71 Mn , compared to 919.93 Mn in the prior year. The significant improvement in profitability is attributable to better product mix, cost optimization measures, and leveraging economies of scale.

This performance underscores the Company's resilience and ability to adapt to dynamic market conditions while maintaining a strong balance sheet and healthy cash flow position.

Consolidated Performance:

On a consolidated basis, the Company reported total income of 9,726.96 Mn , marking a robust growth of 26.60% over the previous year's consolidated income of 7,683.10 Mn . This growth was driven by the Company's domestic and international operations, as well as contributions from its subsidiary, reflecting improved market penetration and customer acquisition.

The consolidated profit after tax stood at 1,717.96 Mn , compared to 1,188.32 Mn in the preceding year, registering a growth of 44.57% . This strong performance highlights the Company's ability to generate consistent returns while pursuing strategic initiatives across markets and product segments.

The audited financial statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at https://www.sjsindia.com/investors.html#financials .

The Company remains focused on delivering long-term value through strategic investments, operational excellence, and continuous innovation, while maintaining a strong commitment to governance and stakeholder engagement.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend at the rate of 35% i.e. 3.50 per equity share of face value of 10/- each for the financial year 2025-2026. The payment is subject to the approval of the shareholders at the ensuing AGM of the Company. The Dividend recommended is in accordance with the Dividend Distribution Policy of the Company.

- The dividend would be payable to all shareholders whose names appear in the Register of Members and the list of beneficial owners furnished by the National Securities

Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e. 26 th June, 2026 after deduction of applicable taxes. Final Dividend once approved by members shall be disbursed within 30 days of the approval and the date of disbursement shall be communicated in advance to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited.

RECORD DATE AND BOOK CLOSURE

The Company has fixed Friday, 26 th June, 2026 as the 'Record Date' for the purpose of determining the entitlement of

Members to receive dividend for the financial year.

The Register of Members shall remain closed from Saturday, 27 th June, 2026 to Saturday, 04 th July, 2026, for the purpose of determining the eligibility of Members for receipt of dividend for the financial year.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy. The said policy inter alia, lays down various parameters relating to the declaration/ recommendation of dividend to the

Members and is available on the Company's website under the 'Investors' section at https://sjsindia.com/Docs/P.%20

DIVIDEND%20DISTRIBUTION%20POLICY.pdf

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the

Company to the Investor Education and Protection Fund ('IEPF').

The Company was not required to transfer any amount to the Investor Education and Protection Fund under section 125 of the Act during financial year under review.

RESERVES

During the year under review, the Company has not transferred any amount to reserves for the financial year.

SHARE CAPITAL

Authorised Share Capital:

The authorised share capital of the Company as on 31 st March, 2026 stood at 50,00,00,000 (Rupees Fifty Crs Only) divided into 5,00,00,000 (Five Crs) equity shares of face value of 10 each (Rupees Ten Only).

During the year under review, there has been no change in the authorized share capital of the Company.

Issued, subscribed and paid-up:

The issued, subscribed and paid-up share capital of the

Company as on 31 st March, 2026 stood at 31,99,67,790

(Rupees Thirty-One Crs Ninety-Nine Lacs Sixty-Seven Thousand Seven Hundred and Ninety Only).

During the Financial Year, the issued, subscribed and paid-up share capital of the Company increased pursuant to the allotment of 6,71,125 equity shares of face value of 10/- per equity share, aggregating to 67,11,250 upon the exercise of stock options by eligible employees under the ' SJS Enterprises Employee Stock Option Plan 2021 ' .

There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) read with Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance for the Financial Year ended 31 st March, 2026 along with a Certificate from the Company

Secretary in Practice towards compliance with the provisions of Corporate Governance under the Listing Regulations, forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A separate section on Business Responsibility & Sustainability Report, as required pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the financial year were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in compliance with the SEBI Listing Regulations, and as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed to this report as

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis.

PARTICULARS OF INTER-CORPORATE LOANS OR

INVESTMENTS OR GUARANTEES OR SECURITY

Pursuant to Section 186 of the Act and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the standalone financial statements.

Further, the Company has not given any guarantee or security to any person or body corporate or made any investments during the financial year.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by Institute of Company Secretaries of India (ICSI).

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

There were no significant / material orders passed by the regulators or courts or tribunals during the financial year, impacting the going concern status and Company's operations in future.

CHANGE IN NATURE OF BUSINESS

During the financial year, there has been no change in the

Company's nature of business.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of the annual return in the prescribed Form MGT-7 for the financial year is available on the website of the Company at https://www.sjsindia.com/ investors.html#annual-report.

CHANGE IN FINANCIAL YEAR

There has been no change in the financial year of the Company.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits covered under the Chapter V of the Act.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

As at 31 st March, 2026, the Company has two material subsidiaries, including one wholly-owned subsidiary.

During the year, Plastoranger Advanced Technologies Private

Limited, a step-down subsidiary of the Company and wholly-owned subsidiary of Walter Pack Automotive Products India Private Limited, was merged with Walter Pack Automotive Products India Private Limited pursuant to the confirmation order dated 24 th February, 2026 issued by the Regional

Director, Western Region, approving the Scheme of Merger/

Amalgamation under Section 233 read with Rule 25(5) of the

Companies Act, 2013. The certified copy of the Order was subsequently filed with the Registrar of Companies in e-Form INC-28, and approval was received on 14 th March, 2026. Accordingly, the Scheme became effective from the date of such approval, with 1 st April, 2025 as the Appointed Date.

During the year, Exotech Plastics Private Limited, a wholly-owned subsidiary of the Company, changed its name to SJS Decoplast Private Limited with effect from 22 nd April, 2025.

Other than the aforesaid merger and change in name, there were no material changes in the nature of business of the subsidiaries during the year under review.

The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiaries are available on our website at https://www.sjsindia.com/investors. html#financials .

The policy for determining ' material ' Subsidiaries is disclosed in https://www.sjsindia.com/investors.html#policies

Following are the Subsidiaries/Wholly owned

Subsidiary Company:

Further, the details of the subsidiaries and joint venture or associate company as defined under Section 2(87) and 2(6) of the Act respectively, which are explained in detailed below:

Subsidiary:

The report on the performance and financial position of each Subsidiary and salient features of their Financial

Statements in the prescribed Form AOC-1 is annexed to this report as Annexure - B .

Associate:

There are no Associate companies as of the end of the financial year.

Joint venture companies, including in the consolidated financial statement is presented:

There are no joint venture companies as of the end of the financial year.

HUMAN RESOURCE MANAGEMENT

Building a capable and future-ready workforce remains central to the Company ' s long-term growth strategy.

At SJS, we continue to invest in attracting, developing and retaining talent that supports our evolving business needs. We are committed to fostering a culture rooted in transparency, fairness and mutual respect, where employees are empowered to align their personal ambitions with the

Company ' s strategic objectives, driving sustainable value creation. Our humble efforts have been recognized by the

Great Place to Work Institute India, which has awarded our company the ' Great Place to Work ' certification in the mid-size organization category for five consecutive years.

CORPORATE SOCIAL RESPONSIBILITY ( ' CSR ' )

Pursuant to the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social Responsibility (CSR) Policy, which is available on the website of the Company at https://www.sjsindia.com/investors. html#policies.

A report on the CSR activities in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in Annexure C to this Board's Report.

DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the requirements under the Prevention of Sexual

Harassment of Women at Workplace (Prevention, Prohibition

& Redressal) Act, 2013 and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure a healthy working environment without fear of prejudice, gender bias and sexual harassment. ' Care and Dignity Policy' is available on the website of the Company at https://www.sjsindia.com/investors.html#policies.

An Internal Complaints Committee (ICC) for providing redressal mechanism pertaining to any reported event of sexual harassment by employees at workplace has been constituted.

During the year under review, the Company did not receive any complaints pertaining to sexual harassment.

MATERNITY BENEFIT COMPLIANCE

During the financial year 2025 26, the Company continued to comply with the applicable provisions of the Maternity

Benefit Act, 1961, as amended from time to time.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted Vigil Mechanism framework, under which the

Company has established a comprehensive Whistle Blower Policy in accordance with the provisions of Section 177(9) and Section 177(10) of the Act. The Policy is designed to provide a robust mechanism for stakeholders, including directors and employees, to raise concerns regarding any unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct. It ensures that such concerns can be reported freely and without fear of retaliation, with appropriate access to the Audit Committee for redressal.

The mechanism provides adequate safeguards against the victimization of directors or employees who avail the mechanism. The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www. sjsindia.com/investors.html#policies.

BOARD OF DIRECTORS

As on 31 st March, 2026, the Board of Directors of the Company comprises of 6 (Six) Directors, of whom 3 (Three) were Executive

Directors and 3 (Three) were Non-Executive -Independent Directors.

Retire by Rotation of Director:

Pursuant to the provisions of Section 152 of the Act, unless the Articles of Association of the Company provide otherwise, at least two-thirds of the total number of directors of a public company shall be directors liable to retire by rotation, of which one-third shall retire at every Annual General Meeting.

Accordingly, Mr. Kevin K. Joseph is liable to retire by rotation and, being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

Particulars of change in the Board of Directors and Key Managerial Personnel during the year and as on date of the Board Report

During the year under review, the tenure of Mr. K A Joseph

(DIN: 00784084) as Managing Director of the Company concluded on 31 st March, 2025. In recognition of his significant contributions and leadership, the Members of the

Company, at the Twentieth Annual General Meeting held on 16 th July, 2025, approved his re-appointment as Managing Director for a further term of five (5) years commencing from

01 st April, 2025 up to 31 st March, 2030.

Otherwise, there were no changes in the composition of the Board of Directors of the Company.

However, subsequent to the close of the financial year and up to the date of this Report, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 04 th May, 2026, the Board of Directors at its meeting held on 05 th May, 2026, has approved the following appointments/re-appointments, subject to the approval of the shareholders at the ensuing General Meeting:

1. Re-appointment of Mr. Ramesh C. Jain (DIN: 00038529) and Mrs. Veni Thapar (DIN: 01811724) as Independent

Directors of the Company.

2. Re-appointment of Mr. Sanjay Thapar (DIN: 01029851) and Mr. Kevin K. Joseph (DIN: 09206689) as Executive

Directors of the Company.

3. Appointment of Mr. Randhir Singh Kalsi (DIN: 01453119) as an Additional Director (Independent) Director of the Company.

Cessation:

Further, Mr. Matthias Frenzel (DIN: 09168925), Independent

Director of the Company, who was appointed for a term of five consecutive years commencing from 06 th July, 2021, will cease to be an Independent Director of the Company w.e.f 05 th July, 2026 pursuant to completion of his term.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, the following persons are the Key Managerial Personnel of the Company ('KMP') as on the end of the financial year:

There were no appointments or resignations of Key

Managerial Personnel during the financial year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company's Independent Directors have submitted requisite declarations confirming that (i) they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; (ii) they have complied with Code of Conduct laid down under Schedule IV of the Act and the Company's Code of Conduct; and (iii) they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with impartial and unbiased judgment and without any external influence.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate

Affairs ( ' IICA ' ) towards the inclusion of their names in the Independent Director ' s Databank maintained by IICA and meet the requirements of proficiency self-assessment test.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

RISK MANAGEMENT

The Company has a Risk Management Committee of Directors to identify, assess and mitigate the risks involved in the Company's business. The committee is responsible for assisting the Board in understanding existing risks, reviewing the mitigation and elimination plans.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified systematically addressed through mitigating actions on a continuing basis.

There are no material risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Risk Management Policy has been framed and implemented which is available on the website of the Company at https://www.sjsindia.com/investors.html#policies.

COMMITTEES

As per the requirements of the Act and SEBI Listing Regulations, the following committees have been constituted by the Board. The composition of the committees as on the end of the financial year is as follows:

Audit Committee:

The composition of the Audit Committee, pursuant to Section 177 of the Act and Regulation 18 of SEBI Listing Regulations is as follows:

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee ( ' NRC ' ), pursuant to Section 178(1) of the

Act and Regulation 19 of SEBI Listing Regulations is as follows:

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship

Committee ('SRC'), pursuant to Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations is as follows:

Risk Management Committee:

The composition of the Risk Management Committee

('RMC'), pursuant to Regulation 21 of SEBI Listing Regulations is as follows:

Corporate Social Responsibility Committee:

The composition of the Corporate Social Responsibility Committee ('CSR'), pursuant to Section 135 of the Act is as follows:

INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization ' s pace of growth and increasing complexity of operations.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

AUDITORS & AUDIT REPORT

Statutory Auditors:

During the financial year, the Company upon the recommendation & approval of the Audit Committee and the

Board, has appointed M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No.301003E/E300005), as the Statutory Auditors of the Company, who shall hold office, for a term of five consecutive years, commencing from the conclusion of Twentieth AGM till the conclusion of Twenty-fifth AGM of the Company to be held in the year 2030.

Further, the report of the Statutory Auditors along with notes to Schedules forms part of the Annual Report which is self-explanatory. Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year ended 31 st March, 2026 does not contain any qualification, reservation or adverse remark.

Cost Auditors:

M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304), appointed as the Cost Auditors for conducting audit of cost accounting records of the Company for the financial year, will submit their report to the Board within a period of one hundred eighty days from the end of the financial year as required under the Act; the Company shall file a copy of the said report in Form CRA-4 within a period of thirty days from the date of its receipt.

The Cost Audit Report for the financial year 2024-25 dated 29 th July, 2025 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) with no qualifications/ reservations/ adverse remarks, was filed the Ministry of Corporate Affairs.

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board on the recommendation of Audit Committee, reappointed M/s PSV

& Associates, Bengaluru, Cost Accountants, (Firm Registration

No. 000304) for conducting audit of cost accounting records of the Company for the financial year 2026-27. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the members, in the ensuring annual general meeting for their ratification.

Accordingly, a resolution seeking members ' approval for the remuneration payable to M/s. PSV & Associates, Cost Accountants, is included in the Notice of the ensuring annual general meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company based on the recommendation of Audit Committee and the approval of the Board of Directors, had appointed Mr. Ananta R

Deshpande, Company Secretary in Practice (FCS No. 11869 and Certificate of Practice No. 20322) as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended 31 st March, 2026 in the prescribed Form No. MR-3 is annexed to this Report as Annexure-D . The said Audit Report does not contain any qualification, reservation or adverse remark except the following:

As per Regulation 17(1C)(a) of SEBI Listing Regulations, shareholders ' approval for reappointment of a director/ manager is to be obtained at the next general meeting or within three months from the date of appointment, whichever is earlier. In the case of the Managing Director, whose tenure ended on 31 st March 2025, the reappointment was approved by the shareholders at the Annual General Meeting held on 16 th July 2025. The approval was thus obtained at the next general meeting, though beyond the three-month period prescribed under the regulation.

Management Response:

The Board has taken note of the observation made by the Secretarial Auditor. In this regard, it is clarified that there has been no change in Mr. Joseph's position on the Board and he continues to serve as a Director and Promoter of the Company. The proposal placed before the shareholders pertained solely to the renewal of his existing tenure as Managing Director, without any change in his designation, role, responsibilities or status on the Board. The Company had accordingly obtained shareholders' approval at the ensuing Annual General Meeting held on 16 th July, 2025. The Company remains committed to ensuring compliance with all applicable regulatory requirements and the matter has no impact on the governance framework or operations of the Company.

Internal Auditors:

Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed

M/s. Kumbhat & Co, Chartered Accountants, Coimbatore (Firm Registration No. 0016095) as the Internal Auditors of the Company for the financial year.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the management's comments.

DETAILS IN RESPECT OF FRAUDS REPORTED BY

AUDITORS UNDER SUB-SECTION (12) OF SECTION

143 OF THE ACT

The Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company have not reported any instances of fraud to the Audit Committee, under the Section 143(12) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MEETINGS OF THE BOARD AND COMMITTEES

The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are included in the Corporate Governance Report which forms an integral part of the Annual Report.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, two separate meetings of Independent Directors were held during the financial year on 10 th February, 2026 and 26 th March, 2026.

The Independent Directors at their first and second meeting, inter alia, reviewed the following:

 Performance of Non-Independent Directors (both Executive and Non-Executive) and the Board as a whole;

 Performance of the Chairman of the Board, taking into account the views of Executive Directors and Non-

Executive Directors.

 Quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

 To review on the Company's Succession

Planning Framework.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors conducted an evaluation of its overall performance, as well as that of its Committees and individual Directors, in accordance with the provisions of the Companies Act, 2013 and the applicable Listing Regulations.

The performance evaluation criteria, inter alia, encompassed parameters such as the Directors' relevant experience and expertise, level of preparedness, quality of participation and constructive contribution in meetings, transparency in functioning, involvement in strategic and long-term planning, integrity, focus on enhancing shareholder value, oversight of corporate governance practices, and the effectiveness of their relationship with the management, as well as the overall Board and Committee dynamics.

The evaluation process for the financial year 2025 26 was completed through an internal assessment mechanism, comprising a structured questionnaire and supplemented by verbal discussions.

Based on the evaluation, the Board expressed satisfaction with the performance of the Board as a whole, its Committees, and individual Directors. The Board also noted that there is an adequate and timely flow of information from the Company to enable informed decision-making. Further, the recommendations and suggestions provided by the Board in previous years were duly considered and appropriately implemented. The Directors are satisfied with the actions taken, and no further suggestions were made during the year under review. The Board Committees were found to be well-managed, functioning effectively, and holding meetings in a timely manner with due attention to all agenda items.

NON EXECUTIVE DIRECTORS ' COMPENSATION

AND DISCLOSURES

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the

Company which in the judgment of the Board, may affect the independence of the Directors.

FAMILIAR ISATION PROGR AMME FOR INDEPENDENT DIRECTORS

The Company periodically conducts structured familiarisation programmes for its independent directors with the objective of enhancing their understanding of the Company's business, operations, and overall industry landscape.

These programmes are also designed to keep the Directors regularly updated on significant developments and changes, enabling them to effectively discharge their responsibilities and make informed and timely decisions.

During the financial year, the Company conducted various familiarisation programmes for its Directors, details of which are as follows:

 Orientation session on the Digital Personal Data Protection Act (DPDP)

 Comprehensive training on the new labour codes, including the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security,

2020; and the Occupational Safety, Health and Working

Conditions Code, 2020

 Session on the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal)

Act, 2013.

 Familarisation programme on audit governance, inter alia, covering the framework and role of the National Financial Reporting Authority (NFRA)

The further details of Familiarization programme is available on the website of the Company at https://www.sjsindia.com/ investors.html#corporate-governance.

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

Pursuant to provisions of Section 134(3)(m) of the Act & Rule 8(3)(A) of Companies (Accounts) Rules, 2014, the particulars of Energy Conservation, Technology Absorption and Foreign

Exchange Earnings and Outgo is enclosed to this report as

Annexure - E .

DIRECTORS ' APPOINTMENT AND REMUNERATION

POLICY

The Company has framed and adopted the Nomination

& Remuneration Policy in terms of Section 178 of the Act with effect from 19 th July 2021 and amended on 28 th March 2024. The policy, inter alia, lays down the principles relating to appointment, qualification, cessation, retirement, remuneration, and evaluation of directors, key managerial personnel, and senior management personnel of the Company.

The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www. sjsindia.com/investors.html#policies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as Annexure - F to this Report.

The information required under 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, as amended from time to time, forms part of this Directors' Report. However, in accordance with Section 136 of the Act, the Annual Report sent to the shareholders excludes this statement. The said information is available for inspection by the Members of the Company at the Corporate Office during business hours on all working days up to the date of the ensuing Annual General Meeting. Members who are interested in obtaining a copy of the same may write to the Company Secretary, upon which a copy will be provided.

EMPLOYEES STOCK OPTION PLAN

The Company has instituted employee stock options plan(s) from time to time to motivate, incentivize, and reward employees. The Board Governance, Nomination and

Remuneration Committee administers these plan(s).

The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021, as amended ( ' Employee Benefits Regulations ' ) and there have been no material changes to these plans during the financial year.

Disclosures on various plans, details of options granted, number of shares arising as a result of exercise of options, etc., as required under the Employee Benefits Regulations, enclosed to this report as Annexure - G and is available on the website of the Company at www.sjsindia.com.

PROHIBITION OF INSIDER TRADING

Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ('PIT Regulations'), the Company has adopted Insider Trading Code to regulate, monitor and report trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ( ' UPSI ' ) relating to the Company.

The Company has also formulated a ' Code of Practices and Procedures for Fair Disclosure of UPSI ' in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://www.sjsindia.com/ investors.html#policies.

CREDIT RATING

The details of the Credit Rating received by the Company have been provided in the Report on Corporate Governance, forming part of this Annual Report.

DIRECTORS ' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Directors hereby 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 profit of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; (e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

Based on the internal financial controls and compliance systems framework established and maintained by the

Company, along with the assessments conducted by internal, statutory, and secretarial auditors, including the audit of internal financial controls over financial reporting statutory auditors, and reviews performed by management and relevant board committees, including the audit committee, the Board concludes that the Company's internal financial controls were sufficient and operational during financial year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, your Directors confirm there were no significant material orders passed by

Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made or any proceeding is pending under the IBC, 2016.

DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the loans obtained from Banks and Financial

Institution and hence this clause is not applicable.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued support, trust, and association with the Company during the financial year under review. We extend our heartfelt thanks to our shareholders for their confidence in the Company ' s vision and strategic direction.

The Board also acknowledges the dedication and commitment of employees at all levels, whose efforts have significantly contributed to the Company ' s performance and growth. We further express our gratitude to customers, suppliers, business partners, financial institutions, regulatory authorities, and government agencies for their continued cooperation and support.

On behalf of the Board of Directors, we thank all stakeholders for being an integral part of the Company ' s journey and look forward to their continued support.

For & on behalf of the Board of Directors

Place: Bengaluru Dated: 05 th May, 2026