Your Directors have pleasure in presenting the 37^th Annual Report of the Company together with the Audited financial
statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS:

The audited financial statements of the Company for the Financial Year ended on March 31, 2025 prepared in accordance with the
relevant applicable Accounting Standards (AS)* notified under section 133 of the Companies Act, 2013 (the 'Act'), read with Rule 7
of the Companies (Accounts) Rules, 2014.

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

(^ in Lakhs)

*Companies whose Securities are listed or in the process of listing on the SME exchanges WILL NOT REQUIRED TO APPLY IND AS. Such Companies can
continue applying with Accounting Standards notified under the Companies (Accounting Standards) Rules 2006 (as amended) unless they choose to
apply IND AS on voluntary basis.

STATE OF THE COMPANY'S AFFAIRS/OPERATIONS:

Review of Operations:

The total income of the Company for the year ended March 31, 2025 was ^36,837.67 Lakhs as against the total income of ^30,349.56
Lakhs for the previous year ended March 31, 2024. The Total Income of the company was increased by 21% over previous year.

The Company has earned a Net Profit after Tax of ^2,538.62 Lakhs for the year under review as compared to Net Profit of ^1,935.52
Lakhs in the previous financial year. The profit of the Company increased about 31% as compared to previous financial year. The
increase in profit is due to increase in revenue from operations of the company as compared to previous year.

Total Production:

During the financial year 2024-25, your Company achieved a total production of 12,400 metric tons per annum out of which Noida
unit (Unit-1) produced 5,604 metric tons per annum. Greater Noida unit (Unit-ll) produced 6,796 metric tons per annum, against the
last year's total production of 9,389 metric tons per annum.

Greenfield expansion:

As part of the Company's growth strategy, the Company has entered into a lease agreement for a property admeasuring approximately
3,662.97 sq. mtrs in Noida, Uttar Pradesh to establish a new manufacturing facility, referred to as Unit-Ill, to support future
expansion, growth, and new projects. The capital expenditure (CAPEX) for this project will be funded from internal accruals.

DIVIDEND:

No dividend has been declared by the Company for the year ended March 31, 2025. This decision aligns with our forward-looking
strategy to retain earnings within the business, enabling us to fund expansion initiatives from internal accruals and support the
Company's growth.

TRANSFER TO RESERVES & SURPLUS:

The Company has achieved profitability during the financial year, and the resulting profit has been transferred to the Profit & Loss
Account under the Reserve & Surplus section of the Balance Sheet as of March 31, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended, ('Rules'), the dividend which remains unclaimed or unpaid for a period of seven years from
the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a
consecutive period of seven years or more are liable to be transferred to IEPF. No amount was transferred to Investor Education and
Protection Fund as there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of Director's report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, your Company has not changed its business or object and continues to be in the same line of business
as per main objects of the Company.

STATUS OF THE COMPANY AND INTIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

"Jay Bee Laminations Limited" (Formerly known as Jay Bee Laminations Private Limited) (herein after referred to as "the company")
is a public company domiciled in India, incorporated under the provisions of the Companies Act, 1956. Its shares are listed on NSE
EMERGE. The Registered office of the Company is located at 26/36, Upper Ground Floor, East Patel Nagar, New Delhi-110008, India
and Corporate office A-18,19 & 21, Phase-ll, Noida, Distt Gautam buddha Nagar, Noida, Uttar Pradesh, India, 201301.

The company manufactures and supplies range of products such as electrical laminations, slit coils, and assembled cores made of
Cold Rolled Grain Oriented Silicon steel for applications in transformers, UPS, and inverters, for end-use in power industry.

Jay Bee Laminations Limited (Formerly known as Jay Bee Laminations Private Limited), was originally incorporated as a Private
Limited under the name "Jay Bee Laminations Private Limited" under the provisions of the Companies Act, 1956 on March 22,
1988. The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at the Extraordinary
General Meeting of our Company held on October 23, 2023, and consequently, the name of our Company was changed to "Jay Bee
Laminations Limited" and a Fresh Certificate of Incorporation consequent to conversion from Private Company to Public Company
was issued by Registrar of Companies, Delhi on November 03, 2023. The Corporate Identification Number of our Company is
L22222DL1988PLC031038.

The Board of Directors in its meeting held on February 15,2024 proposed the Initial Public Offer of equity shares in consultation with
the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary
General Meeting held on February 29, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Swaraj Shares and Securities
Private Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the
proposed Public Issue.

The Company applied to National Stock Exchange of India Limited ("NSE") for in principle approval for listing its equity shares on the
Emerge Platform of the NSE. National Stock Exchange of India Limited vide its letter dated August 13, 2024 granted its In-principle
Approval to the Company. The Company had filed Prospectus to the Registrar of the Company, New Delhi dated August 30, 2024.
The Public Issue was opened on August 27, 2024 and closed on August 29, 2024.

The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated August 30,
2024. The trading of equity shares of the Company commenced on September 3, 2024 at Emerge Platform of NSE. The Equity Shares
of the Company are listed on the Emerge Platform of NSE. The ISIN No. of the Company is INE0SMY01017.

SHARE CAPITAL:

During the Financial Year 2023-24, the following were the changes in the Share Capital of the Company:

Authorized Share Capital:

During the year under review, no change was made in Authorized Share capital of the Company and it stands at
R 25,00,00,000/- (Rupees Twenty-Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of R10/- (Rupees Ten) each.

Paid up Share Capital:

During the year under review, Paid up Share Capital of the company was increased during the year through Initial Public Issue of
45,70,000 Equity Shares (Face Value of R10/- (Rupees Ten) each.) at a Price of R146/- Per Equity Share (Including a Share Premium of
R136/- Per Equity Share), aggregating to R 6,672.20 Lakhs dated August 30, 2024.

The same stands at ^ 22,56,76,000/- (Rupees Twenty-two Crore Fifty-Six Lakh Seventy-Six Thousand) divided into 2,25,67,600 (Two
Crore Twenty-Five Lakh Sixty-Seven Thousand Six Hundred) equity shares of R10/- (Rupees Ten) each.

Accordingly, the capital structure of the Company as on 31st March. 2025 is as follows:

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE:

Pursuant to the Initial Public Offer (IPO), the Company had raised funds on August 30, 2024, where the equity shares were listed on
NSE EMERGE Platform of National Stock Exchange of India Ltd dated September 3, 2024. The proceeds of aforesaid issue are being
utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. The Utilization of proceeds
of Initial Public Offer (IPO) are summarized as below:

*

**Wef issue expenses as finalised are adjusted with Securities Premium.

# As stated in the prospectus, if actual utilisation towards any of the objects is lower than the proposed deployment, such fund can be utilised for
the other stated objects. We have utilized the shortfall in GCP towards the working capital which is in compliance with the prospectus.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company has no Subsidiary/Joint Ventures/Associate Companies.

PUBLIC DEPOSITS:

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 and Section 76 of the
Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5) (v) and (vi) of
the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Provision of Section 186 in respect of loans and advances given. Guarantees given and investments made have been complied with
by the Company. Details of the same are given in notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company
and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its
Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for
normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive

nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the
Committee.

The policy on materiality of related party transactions duly approved by the Board of Directors of the Company has been posted on
the website of the Company www.iavbeelaminations.co.in.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as
prescribed in Form AOC - 2 which forms part of this Board of Director's Report as Annexure-I.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS I MPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year 2024-25, no significant and material orders were passed by any regulatory authority, court or tribunal impacting the
going concern status and Company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Sunita Aggarwal (DIN:00465983), Executive
Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself
for re-appointment. Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice
forming part of this Annual Report.

Composition of the Board & KMPs:

The Board of Directors of your Company comprises of Six (6) Directors of which Three (3) are Executive Directors and Three (3) are
Non-Executive and Independent Directors as on 31st March, 2025.

^st

The composition of the Board is in conformity with the Act and consists of a combination of Executive and Non-Executive Directors
and not less than l/3rd of the Board comprising of Independent Directors as required under the Act.

During the Year under review, there has been no changes in the composition of the Board and Key Managerial Personnel (KMPs).

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies
Act, 2013.

A certificate from the Practising Company Secretary, confirming that the directors on the Board of the Company have not been
debarred or disqualified from being appointed or continuing as directors by the Securities and Exchange Board of India (SEBI), the
Ministry of Corporate Affairs, or any other statutory authority, forms part of this Director's Report.

Declaration by Independent directors:

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read
with Schedule IV of the Act and Regulation 16(l)(b) of the Listing Regulations and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. The board of directors have taken on record the declaration
and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of
the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the
management. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the
Company .

Familiarization Programme for Independent Directors:

The Independent Directors are provided with a comprehensive overview of their roles, rights, and responsibilities within the
Company through their appointment letter, which includes relevant documents, reports, and internal policies. This ensures they are
well-acquainted with the Company's procedures and practices. Additionally, the Company has formulated a dedicated policy for the
familiarization of Independent Directors, which is available on its website .

NUMBER OF MEETINGS CONDUCTED DURING THE YEAR:

Board Meetings:

The Board of Directors of the Company regularly meets to discuss various business policies, strategies, important operational &
financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on
various matters. During the year under review, the Board of Directors of the Company duly met 26 (Twenty-six) times respectively on:

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI
Listing Regulations.

The details of meetings attended bv its members are given below:

Annual General Meeting:

The Annual General Meeting (AGM) of the Company for the financial year 2023-24 was held on September 28, 2024.
Extra-Ordinary General Meetings:

During the financial year 2024-25, an Extra-Ordinary General Meeting (EGM) held on May 21, 2024.

BOARD COMMITTEES:

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues
and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on
various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board
for information or for approval.

The Company has following Statutory Committees in accordance with Companies Act, 2013:

1. Audit Committee

2. Stakeholder's Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The constitution and terms of reference of all the mandatory committees are decided by the Board in line with the applicable
provisions of the Act, Rules. These committees meet at the frequency, if any, prescribed under the Act and additionally as and when
the need arises and the minutes of their meetings are placed before the Board in its next meeting for the Board to take note thereof.

The Company Secretary of the Company act as the Secretary of all committees of the Board.

Audit Committee:

The Audit Committee was constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies

(Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations as may have amended from time to
time. During the financial year 2024-25, the Audit Committee convened five meetings, on April 9, 2024, July 23, 2024, August 16,
2024, October 24, 2024 and February 19, 2025.

As of March 31, 2025, the Audit Committee comprises of the following members:

All the members of the Audit Committee are financially literate. During the year under review, all the recommendation made by
the Audit Committee were accepted by the Board.

Stakeholder's Relationship Committee:

In compliance with Section 178 of the Companies Act, 2013, a Stakeholders' Relationship Committee of the Board has been
constituted on November 9, 2023. During the year, the committee met once on October 3, 2024.

The Composition of the Committee as on March 31, 2025 is as follows:

Nomination and Remuneration Committee:

The Nomination and Remuneration committee was constituted by the board of directors of the Company on November 9, 2023.
During the year financial year 2024-25, the committee met twice on April 6, 2024 and July 23, 2024.

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Corporate Social Responsibility Committee:

In compliance with the section 135 of the Companies Act 2013 Corporate Social Responsibility (CSR) Committee of the Board has
been constituted. During the year financial year 2024-25, the committee met once on July 23, 2024.

The Composition of the Committee as on March 31, 2025 is as follows:

AUDITORS:
Statutory Auditors:

Pursuant to provisions of Section 139 of the Act and Rules there under M/s Oswal Sunil & Company, Chartered Accountants, (Firm
Registration No. 016520N) were appointed as Statutory Auditors of the Company for 5 years from the conclusion of Annual General
Meeting of financial year 2023-24 until the conclusion of Annual General Meeting to be held for the financial year 2028-29. The
auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

Statutory Auditor's Report:

The Statutory Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2025 is self-explanatory
and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies
Act, 2013. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report for FY 2024-25.

Reporting of Frauds by Statutory Auditors under Section 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company u/s 143(12) of the Act read with Companies
(Accounts) Rules, 2014.

Cost Records and Cost Audit:

During the year under review, in accordance with Section 148 of the Companies Act, 2013 and rules framed thereunder, the Board of
Directors had appointed M/s MM & Associates, Cost Accountants, (Firm Registration No. 000454), as Cost Auditors of the Company
for the financial year 2024-25 to audit the cost records for the financial year ended March 31, 2025. The Cost Auditor conducts the
audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

Further, M/s MM & Associates, Cost Accountants, (Firm Registration No. 000454), as Cost Auditors of the Company for the financial
year 2025-26 to conduct the audit for the financial year ending March 31, 2026. The necessary resolution for ratification of
remuneration of the Cost Auditor for the financial year 2025-26 will be placed before the members for ratification/approval at the
37^th Annual General Meeting of the Company.

The Cost Audit Report for the year ended March 31, 2025, does not contain any qualification, reservation and adverse remarks.
Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s Pankaj Nigam & Associates, Practicing Company Secretaries (FCS No. 7343), were appointed as Secretarial Auditors
of the Company for the financial year 2024-25. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is
attached as Annexure-ll to this report. There are no qualifications or adverse remarks of the Secretarial Auditors in the Report issued
by them for the Financial Year 2024-25 which calls for any explanation from the Board of Directors.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee recommended, and the Board of Directors appointed M/s Pankaj Nigam & Associates,
Practicing Company Secretaries (FCS No. 7343), as the Secretarial Auditor of the Company for the financial year ending March 31,
2026. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the
Act and rules framed thereunder.

Internal Auditor and their Report:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014,
and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory
modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s SJC & Co.,
Chartered Accountants (FRN: 031696N), has been appointed as Internal Auditor of the company to conduct an internal audit of
the functions and activities of the company for the Financial Year 2024-25 at such remuneration as may be mutually agreed upon
between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee
and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for
the Financial Year 2024-25 which calls for any explanation from the Board of Directors.

During the year under review, neither the Statutory Auditor, Cost Auditor, Internal Auditor nor the Secretarial Auditor has reported
any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned
in the Board's report in terms of Section 143 (12) of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

During the year under review, neither the Statutory Auditor, Cost Auditor, Internal Auditor nor the Secretarial Auditor of the Company

has reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made
there under.

SECERETARIAL STANDARDS:

The Company has complied with all applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors'
and 'General Meetings', respectively issued by the Institute of Company Secretaries of India ('ICSI') and approved by the Central
Government under Section 118 (10) of the Act for the Financial Year ended 2024-25.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has put in place an effective internal financial control system to synchronize its business processes, operations, financial
reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that
a standard and effective internal control framework operates throughout the organization, providing assurance about the safe
keeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies
of the Company. The internal control system is supplemented by extensive internal audits, regular reviews by the management,
and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework,
efficiency and operating effectiveness of the Internal Financial Controls of the Company. The Internal Audit reports are periodically
reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting,
and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems
and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and
other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and its
operating effectiveness was also tested.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate
Social Responsibility ("CSR") Committee. The Company has framed a CSR Policy as required under Section 135 of the Companies Act,
2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated
by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies
Act, 2013 and rules made there under, which is also available on the website of the Company httos://iavbeelaminations.co.in/ima/
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The detailed report about initiatives taken by the Company on Corporate Social Responsibility (CSR) during the year is appended as
Annexure-lll to this report.

RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the
Company. The Company has developed and implemented Risk Management procedures to identify and evaluate business risks and
opportunities. The key risks identified by the Company which may threaten its existence are Industry Risks, Legal & Regulatory Policy
Risks, Forex Fluctuation Risk, Operational and Financial Risks. The Company constantly endeavors to minimize this risk and also has
in place adequate mitigation plans for the aforesaid risks. This framework seeks to create transparency, minimize adverse impact
on the business objectives and enhance the Company's competitive advantage to ensure sustainable business growth with stability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section,
forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2025.

Reason for not Applicable BRSR:

In accordance with current regulatory guidelines, our company, being listed on the SME Exchange and not within the top 1,000
listed companies, is not mandated to submit a Business Responsibility and Sustainability Report (BRSR). However, we recognize the
value of transparency and commitment to sustainable practices. While the submission of BRSR is voluntary for our category, we are
evaluating the potential benefits of adopting such reporting to further enhance our accountability and align with best practices in
business responsibility.

CORPORATE GOVERNANCE:

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as
specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various
practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term
value creation for its shareholders. Hence, Corporate Governance Report does not form a part of this Board Report, though we are
committed for the best corporate governance practices.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company met separately on February 19, 2025 without the presence of Non-Independent Directors
and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, the
following matters were, inter alia, reviewed and discussed in the meeting:

• Performance of Non-Independent Directors and the Board of Directors as a whole;

• Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

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

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT

DIRECTORS:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire
Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored,
reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.

CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management
personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also form part
of the Code of Conduct. The Code of Conduct is available on the website of the Company www.iavbeelaminations.co.in. All Board
members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of section 178, can be accessed at the
website of the Company www. iavbeelaminations.co.in.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions
of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting
of the Board and its Power) Rules 2014. The policy enables directors, employees, and business associates to report unethical
behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished
price sensitive information without fear of reprisal for appropriate action. Linder the vigil mechanism, all directors, employees,
business associates have direct access to the Chairman of the Audit Committee. The Whistle blower policy can be accessed at
www.iavbeelaminations.co.in.

CODE FOR PREVENTION OF INSIDER-TRADING:

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

• Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI).

• Policy for determination of "legitimate purposes" forms part of this Code.

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data
base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data
base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be
followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished
price sensitive information.

POLICIES OF THE COMPANY:

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable
confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The
Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act,
2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are
updated, if required. The aforesaid policies can be accessed at www.iavbeelaminations.co.in

REGISTRAR AND TRANSFER AGENT (RTA):

During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation
7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and Compliance Officer of the Company
certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are
given below:

BIGSHARE SERVICES PRIVATE LIMITED

CIN: U99999MH1994PTC076534

Pinnacle Business Park, Office no S6-2,6th floor,

Mahakali Caves Road, Next to Ahura Centre, Andheri East,

Mumbai, Maharashtra, India, 400093

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS):

The NEAPS is a web-based application designed by NSE for Corporates. The Shareholding Pattern, Reconciliation of Share Capital
Audit and various other corporate announcements are filed electronically on NEAPS.

SCORES:

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a
shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which
can be viewed by the shareholder. The company and shareholder can seek and provide Clarifications online through SEBI.

GENERAL INFORMATION FOR SHAREHOLDERS:

"Market Price Data:

The Monthly High and Low share price of NSE Compared during the financial year 2024-25 are as under:

(Source: The information is compiled from the data available on the NSE website)
Distribution of Shareholding as on March 31, 2025:

Pattern nf SharehnlHina ac nn Marrh 31. 2023:

CREDIT RATING:

During the year CARE Ratings Limited ("CareEdge Ratings"), has assigned its ratings to Jay Bee Laminations Limited.

COMPLIANCE TO THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION. ANDREPRESSALl ACT.

2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION. AND REDRESSAL)
RULES, 2013:

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal
opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity
with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees
(permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment at workplace. During the year under review. Company has not received any
complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2024-25 on sexual
harassment.

• Number of complaints filed during the financial year: Nil

• Number of complaints disposed of during the financial year: Nil

• Number of complaints pending as on end of the financial year: Nil

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules,

2014 are set out as under:

Conservation of Energy:

(i) The steps taken or impact on conservation of energy: Our company, continues to engage actively in energy conservation
measures. Efforts are focused on minimizing energy consumption across our offices. We employ energy-efficient computers
and procure equipment that adheres to environmental standards, such as PCs, laptops, and air conditioners. Additionally,
we are committed to replacing older, less efficient equipment with modern, energy-saving alternatives.

The management is very much cautious for minimizing/ eliminating any losses in energy consumption. In our ongoing
commitment to energy conservation, we have implemented various initiatives, including regular maintenance of machineries
and electrical equipment to ensure optimal energy efficiency. With such watch the consumption of electricity and its cost is
absolutely under control.

(ii) The steps taken by the Company for utilizing alternate sources of energy: The Company is in process of exploring alternate
sources of energy like Solar PV panels/solar power.

(iii) The capital investment on energy conservation equipment: To date, there has been no significant capital investment in
energy conservation equipment. However, we continually assess the potential benefits of such investments as part of our
strategy to enhance energy efficiency.

Technology Absorption:

(i) the efforts made towards technology absorption: Your Company has continued its efforts to upgrade its manufacturing
facilities. Operational monitoring has been transitioned to digital platforms, including ERP next and Microsoft Projects, to
enhance efficiency and accuracy.

(i) the benefits derived like product improvement, cost reduction, product development or import substitution:

The efforts towards upgradation of manufacturing facilities have resulted into improvement in quality of the products,
increased efficiency of the machineries, keep costs of production under control and reduced wastages.

(ii) in case of imported technology (imported during the last three years reckoned from the beginning of financial year): NIL

• Details of technology imported: NA

• Year of Import: NA

• Whether the technology been fully absorbed: NA

• Areas where absorption has not taken place and the reasons thereof: NA

(iv) Expenditure incurred on Research and Development: NIL

Foreign Exchange Earnings and Outgo: (R in Lakhs)

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the
information and explanations obtained by them in the normal course of their work, state that, in all material respects:

(a) that in the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting standards
read with requirements set out under Schedule III to the Act have been followed and there are no material departures from
the same;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of
the profit of the Company for the year ended on that date;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with theprovisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(d) that Financial Statements have been prepared on a going concern basis;

(e) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are
adequate and operating effectively.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at httDs://iavbeelaminations.co.in

PARTICULARS OF EMPLOYEES:

Your Company has 405 employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMPs) to the median of employees' remuneration are provided in Annexure-IV of this report. The statement
containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However,
in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the
said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours
on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the
Company Secretary in this regard.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
(31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has not made any application and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during
the Financial Year and hence not being commented upon.

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:

During the Financial Year under review, there has been no instance of one-time settlement with banks of financial institutions and
hence 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 is not applicable to the Company.

INVESTOR GRIEVANCE REDRESSAL:

During the financial year 2024-25, there were no complaints received from the investors. The designated email id for Investor
complaints is investor® iavbeelaminations.co.in.

GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of
the Notice of the 37^th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members
whose email addresses are registered with the Company/ Depository Participant(s) and will also be available at the Company's
website at httos://iavbeelaminations.co.in

HUMAN RESOURCE DEVELOPMENT:

Your Company has continuously adopted structures that help attract the best external talent and promote internal talent to higher
roles and responsibilities. We foster a people-centric work culture that promotes continuous growth, helping employees achieve
their career goals.

The Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's
progressive workforce policies and benefits support stress management, encourage a healthy work life balance.

ACKNOWLEDGEMENT:

The Board extends its sincere appreciation to all those who have contributed to the Company's achievements. We are grateful for the
continued support and collaboration of our valued customers, business partners, vendors, bankers, financial institutions, and both
government and non-government organizations. Their trust and cooperation have played a crucial role in our success.

We also take this opportunity to acknowledge the dedication and hard work of our employees, whose skills, determination, and
teamwork have been fundamental to our growth.

Furthermore, we express our heartfelt gratitude to our shareholders for their unwavering confidence in the Company. Your ongoing
support and encouragement continue to drive us toward new milestones.

For and on behalf of the Board of Directors
Jay Bee Laminations Limited

Formerly Known (as Jay Bee Laminations Private Limited)

Mudit Aggarwal

Date: September 4,2025 Managing Director

Place: Noida