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సెన్సెక్స్ 77,763.91 ▲ +0.34% నిప్టీ 24,270.85 ▲ +0.39% బంగారం ₹ 13,475/gm సిల్వర్ ₹ 2,60,000/kg పెట్రోల్ ₹ 115.69 డీజిల్ ₹ 103.82 ఎల్‌పీజీ ₹ 994.00 ముడి చమురు $ 71.69 USD ₹ 95.16 సెన్సెక్స్ 77,763.91 ▲ +0.34% నిప్టీ 24,270.85 ▲ +0.39% బంగారం ₹ 13,475/gm సిల్వర్ ₹ 2,60,000/kg పెట్రోల్ ₹ 115.69 డీజిల్ ₹ 103.82 ఎల్‌పీజీ ₹ 994.00 ముడి చమురు $ 71.69 USD ₹ 95.16

డైరెక్టర్ల నివేదిక SJS Enterprises Ltd.

Mar 31, 2026

The Directors have pleasure in presenting the 21^st Annual Report of S.J.S. Enterprises Limited (the "Company" or "SJS") on the business and operations along with the Audited Financial Statements (standalone and consolidated) and the Auditor''s Report for the Financial Year ended 31^st March, 2026 ("Financial Year").

In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or reenactments) thereof, for the time being in force ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March, 2026, in respect of the Company.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March, 2026 is summarized below:

('' in Mn, except per equity share data)

	Year ended		Year ended
Particulars	31.03.2026	31.03.2025	31.03.2026	31.03.2025
	Standalone		Consolidated
Revenue from operations	5,647.39	3,980.05	9,550.68	7,604.86
Other Income	200.56	121.05	176.28	78.24
Total Income	5,847.95	4,101.10	9,726.96	7,683.10
Less:- Cost of raw materials consumed	2,197.67	1,502.75	4,144.99	3,572.10
Less:- Changes in Inventory of finished goods and work-inprogress	(66.76)	(6.78)	(17.96)	(13.39)
Less:- Employee benefit expenses	665.48	580.77	1,046.41	856.37
Less:- Finance costs	14.97	25.80	38.94	56.41
Less:- Depreciation and amortization expense	259.06	182.18	539.79	447.03
Less:- Other expenses	1,023.69	687.79	1,673.88	1,235.94
Total Expenses	4,094.11	2,972.51	7,426.05	6,154.46
Profit before Tax	1,753.84	1,128.59	2,300.91	1,528.64
Less:- Tax expenses
- Current tax	532.73	257.95	746.70	439.64
- Deferred tax (credit)/charge	(98.60)	(49.29)	(163.75)	(99.32)
Total tax expense	434.13	208.66	582.95	340.32
Profit for the year	1,319.71	919.93	1,717.96	1,188.32
Other comprehensive (expenses) /income for the year (net of tax)	9.46	(5.40)	13.53	(9.49)
Total comprehensive Income for the year	1,329.17	914.53	1,731.49	1,178.83
Earnings per equity share (face value of '' 10 each)
- Basic (in '' )	41.76	29.53	54.02	37.82
- Diluted (in '' )	41.02	28.80	53.06	36.88

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 customercentric 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

("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^stMarch, 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 Annexure - A.

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.sisindia.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:


Wholly Owned Subsidiary	Subsidiary Company
SJS Decoplast Private Limited (Formerly known as Exotech Plastics Private Limited)	Walter Pack Automotive Products India Private Limited

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:

â¢ 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.

â¢ Associate:

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

â¢ 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 midsize 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.sisindia.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. sisindia.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.

Sl. No.	Name of Director	Designation	Category	DIN
1.	Mr. Ramesh C Jain	Chairman & Lead Independent Director	Non-Executive	00038529
2.	Mr. K. A. Joseph	Managing Director	Executive	00784084
3.	Mr. Sanjay Thapar	Group CEO & Executive Director	Executive	01029851
4.	Mr. Kevin K Joseph	Executive Director	Executive	09206689
5.	Mrs. Veni Thapar	Independent Director	Non-Executive	01811724
6.	Mr. Matthias Frenzel	Independent Director	Non-Executive	09168925

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:


Sl. No.	Name of KMP''s	Designation
1.	Mr. K. A. Joseph	Managing Director
2.	Mr. Sanjay Thapar	Group CEO & Executive Director
3.	Mr. Kevin K Joseph	Executive Director
4.	Mr. Mahendra Kumar Naredi	Group Chief Financial Officer
5.	Mr. Thabraz Hushain W	Company Secretary & Compliance Officer

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 are 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.sisindia.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:

â¢ 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:

	Sl. No	Name	Position on the Committee	Designation
1		Mrs. Veni Thapar	Chairperson	Independent Director
2		Mr. Ramesh C Jain	Member	Chairman & Lead Independent Director
3		Mr. Sanjay Thapar	Member	Group CEO & Executive Director
_â¢	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:

	Sl. No	Name	Position on the Committee	Designation
1		Mrs. Veni Thapar	Chairperson	Independent Director
2		Mr. Ramesh C Jain	Member	Chairman & Lead Independent Director
3		Mr. Matthias Frenzel	Member	Independent Director

_â¢	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:

	Sl.		Position on
	No	Name	the Committee	Designation
1		Mr. Matthias	Chairman	Independent
		Frenzel		Director
2		Mr. K A Joseph	Member	Managing
				Director
3		Mr. Sanjay	Member	Group CEO &
		Thapar		Executive Director
4		Mrs. Veni	Member	Independent
		Thapar		Director
_â¢	Risk Management Committee:
The composition of the Risk Management Committee
("RMC"), pursuant to Regulation 21 of SEBI Listing
Regulations is as follows:

	Sl.		Position on
	No	Name	the Committee	Designation
1		Mr. Sanjay	Chairman	Group CEO &
		Thapar		Executive Director
2		Mr. K A Joseph	Member	Managing
				Director
3		Mrs. Veni	Member	Independent
		Thapar		Director
_â¢	Corporate Social Responsibility Committee:
The composition of the Corporate Social Responsibility
Committee ("CSR"),			pursuant to Section 135 of the Act
is as follows:

	Sl.		Position on
	No	Name	the Committee	Designation
1		Mr. Matthias	Chairman	Independent
		Frenzel		Director
2		Mr. K A Joseph	Member	Managing
				Director
3		Mr. Sanjay	Member	Group CEO &
		Thapar		Executive Director
4		Mrs. Veni	Member	Independent
		Thapar		Director

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 selfexplanatory. 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 with the Ministry of Corporate Affairs.

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^stMarch, 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:

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

â¢ Performance of the Chairman of the Board, taking into account the views of Executive Directors and NonExecutive Directors.

â¢ 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.

â¢ 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.

FAMILIARISATION PROGRAMME 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:

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

â¢ 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

â¢ Session on the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

â¢ 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 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, is 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) t he directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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 by 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 the financial year.

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

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

Mar 31, 2025

Your directors'' have the pleasure in presenting the 20^th Annual Report of S.J.S. Enterprises Limited (the "Company") together with audited financial statements (standalone and consolidated) and the Auditor''s Report for the financial year ended 31^st March, 2025 ("financial year").

In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or reenactment^) thereof, for the time being in force ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March, 2025, in respect of the Company.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarized below:

('' in Mn)

	Year ended		Year ended
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Standalone		Consolidated
Revenue from operations	3,980.05	3,633.61	7,604.86	6,278.00
Other Income	121.05	70.27	78.24	77.04
Total Income	4,101.10	3,703.88	7,683.10	6,355.04
Less:- Cost of raw materials consumed	1,502.75	1,395.33	3,572.10	2,873.77
Less:- Changes in Inventory of FG, WIP and stores & spares	(6.78)	29.85	(13.39)	(24.91)
Less:- Employee benefit expenses	580.77	498.59	856.37	707.65
Less:- Finance costs	25.80	53.42	56.41	85.21
Less:- Depreciation and amortization expense	182.18	171.54	447.03	387.42
Less:- Other expenses	687.79	669.59	1,235.94	1,199.41
Total Expenses	2,972.51	2,818.32	6,154.46	5,228.55
Profit before Tax	1,128.59	885.56	1,528.64	1,126.49
Less:- Tax expenses
- Current tax	257.95	250.66	439.64	355.91
- Deferred tax (credit)/charge	(49.29)	(40.69)	(99.32)	(83.13)
Total tax expense	208.66	209.97	340.32	272.78
Profit for the year	919.93	675.59	1,188.32	853.71
Other comprehensive (expenses) /income for the year, net of tax	5.40	16.01	(9.49)	15.04
Total comprehensive Income for the year	914.53	691.60	1,178.83	868.75
Earnings per equity share (face value of '' 10 each)
- Basic (in '')	29.53	21.86	37.82	27.45
- Diluted (in '')	28.80	21.40	36.88	26.87

BUSINESS REVIEW Standalone Financial Results:

During the financial year, your Company delivered a strong financial performance, achieving its highest-ever total income and net profit on a standalone basis. The total income stood at '' 4,101.10 Mn, an increase of 10.72% over the previous financial year''s income of '' 3,703.88 Mn. This growth reflects the Company''s continued focus on operational efficiency, product innovation, and customer-centric execution.

Profit after tax (PAT) surged by 36.17%, reaching '' 919.93 Mn, compared to '' 675.59 Mn in the prior year. The significant improvement in profitability is attributable to better product mix, cost optimization measures, tax savings 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 Financial Results:

On a consolidated basis, the Company reported a total income of '' 7,683.10 Mn, marking a robust growth of 20.90% over the previous year''s consolidated income of '' 6,355.04 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 '' 1,188.32

Mn, compared to '' 853.71 Mn in the preceding year, registering a growth of 39.19%. This strong performance highlights the Company''s ability to generate consistent returns while pursuing strategic initiatives across markets and product segments.

DIVIDEND

In line with the Dividend Distribution Policy of the Company which is available on the Company''s website viz. https:// www.sjsindia.com/investors.html#policies. Your Directors''

are pleased to recommend a final dividend at the rate of 25% i.e. '' 2.50 per equity share of face value of '' 10/- each for the financial year. Dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting 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. 09^th July, 2025 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

The Company has fixed Wednesday, 09^th July, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the financial year.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the SEBI Listing Regulations, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, makes it mandatory for the top 1000 listed entities based on their market capitalization calculated as of 31^st March of every financial year to formulate a Dividend Distribution Policy.

In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 19^th July, 2021 has approved and adopted the Dividend Distribution Policy of the Company. The said policy inter alia, lays down various parameters relating to the declaration/ recommendation of dividend and is available on the Company''s website at https://www.sjsindia.com/investors.html#policies.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of the foregoing provisions of the Act, the company as an outstanding dividend of '' 27,805 for the Final dividend declared on 20^th August, 2024 by the members of the company and the details of the outstanding dividend is available on the website of the company at https://www. sjsindia.eom/investors.html#disclosures.

RESERVES

The Company has not transferred any amount to reserves for the financial year.

SHARE CAPITAL

During the financial year, there was an increase in paid-up equity share capital, on account of the Company issuing and allotting 287,750 equity shares with a face value of '' 10/-per equity share, consequent to exercise of vested Employee Stock Options under ''SJS Enterprises - Employee Stock Option Plan 2021'' by the eligible employees of the Company.

The paid-up equity shares capital stands at '' 313,256,540/-comprising of 31,325,654 equity shares of 10/- each fully paid up as on 31^st March, 2025.

CHANGE IN PROMOTER HOLDING & RE-CALSSIFICATION OF PROMOTER

During the financial year, Evergraph Holdings Pte Ltd ("Evergraph") carried out an inter se Transfer of shares with Mr. KA Joseph in two tranches as detailed below:

â¢ In first Tranche, Evergraph sold 900,000 equity shares, representing 2.90% of Paid-up share capital of the company;

â¢ In Second Tranche, Evergraph sold 536,337 Equity shares representing 1.73% of Paid-up share capital of the company.

Following the inter se transfer of shares among the promoters of the company, Mr. K.A. Joseph''s shareholding has increased to 6,687,581 equity shares, representing 21.35% of the company''s paid-up share capital, while Evergraph''s shareholding has been reduced to nil.

Furthermore, Evergraph, through its letter dated 21^st October, 2024, requested reclassification from the Promoter Category to the Public Category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The Company submitted the application for reclassification to both stock exchanges on 22^nd November, 2024 and received approval on 07^th February, 2025.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance forms an integral part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTANBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social, and governance perspective, in the prescribed format forms an integral part of the Annual Report.

PARTICULARS OF RELATED PARTY TRANSACTIONS

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 Companies Act, 2013 and Schedule V of the 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).

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

As per the requirements of Section 92(3) 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.sisindia.com/investors. html#annual-report.

CHANGE IN FINANCIAL YEAR

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

The Company has not accepted any deposits covered under the Chapter V of the Act, during the financial year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

As of the end of the financial year, the company has two subsidiaries (including one wholly-owned subsidiary) and one step-down subsidiary, which is a wholly-owned subsidiary of Walter Pack Automotive Products India Private Limited. There has been no material change in the nature of the subsidiaries'' businesses.

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

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

Following are the Subsidiaries/Wholly owned Subsidiary and Stepdown Subsidiary Company:

Wholly Owned Subsidiary

Subsidiary

Company

Step down subsidiary Company

SJS Decoplast Private Limited (Formerly Known as Exotech Plastics Private Limited)

Walter Pack Automotive Products India Private Limited

Plastoranger Advanced Technologies Private Limited - Wholly Owned Subsidiary of Walter Pack

Further, the details of the subsidiary company 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:

â¢ 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.

â¢ Associate:

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

â¢ Joint Venture:

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

HUMAN RESOURCE MANAGEMENT

Being an employee-centric organization, your Company always puts its people at the heart of whatever it does. The Company believes that the success of the organization and its people, go hand-in-hand. 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 four consecutive years.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with the requirements of Section 135 of the Act and amendments thereof, the Company has constituted the CSR Committee and also formulated a CSR Policy which is available on the website of the Company at https://www. sisindia.com/investors.html#policies.

The CSR Policy was amended vide the resolution of the Board of Directors dated 19^th July, 2021 to incorporate amendments brought about to the provisions of Section 135 of the Act and the Rules vide notification dated 22^nd January, 2021 issued by the Ministry of Corporate Affairs.

During the financial year, the company has established the CSR Trust in the name and style of "SJS Foundation" and this dedicated entity will streamline and enhance the execution of the CSR activities and functions of the Company, including all its subsidiaries.

Rotation of Director:

As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of directors shall be liable to retire by rotation of which one third shall retire at every annual general meeting.

In view of the above-mentioned provision, Mr. Sanjay Thapar is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The Board has considered and approved the recommendation of the Nomination & Remuneration Committee in their meeting held on 08^th May, 2025 to re-appoint Mr. Sanjay Thapar as Director of the Company, liable to retire by rotation, subject to the approval of the shareholders in the forthcoming annual general meeting.

KEY MANAGERIAL PERSONNEL

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

The Annual Report on CSR activities of the Company for the financial year as required to be given under Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed to this report as Annexure - C.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your 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.

The Internal Complaints Committee (ICC) in place has been duly constituted as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year.

Details of complaints received and redressed during the
financial year:
a.	Number of complaints filed during the financial year	Nil
b.	Number of complaints disposed of during the financial year	Nil
c.	Number of complaints pending as on end of the financial year	Nil

VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Act, with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.

BOARD OF DIRECTORS

Your Company''s Board comprises of the following Directors as on the end of the financial year:


Sl. No.	Name of Director	Designation
1.	Mr. Ramesh C Jain	Chairman & Lead Independent Director
2.	Mr. K. A. Joseph	Managing Director
3.	Mr. Sanjay Thapar	Group CEO & Executive Director
4.	Mr. Kevin K Joseph	Executive Director
5.	Mrs. Veni Thapar	Independent Director
6.	Mr. Matthias Frenzel	Independent Director

* The Company has designated Mr. Ramesh C. Jain, Chairman and Independent Director, as the Lead Independent Director with effect from the Board meeting held on 27^th March 2025.


Sl. No.	Name of KMP''s	Designation
1.	Mr. K. A. Joseph	Managing Director
2.	Mr. Sanjay Thapar	Group CEO & Executive Director *
3.	Mr. Kevin K Joseph	Executive Director
4.	Mr. Mahendra Kumar Naredi	Group Chief Financial Officer *
5.	Mr. Thabraz Hushain W	Company Secretary & Compliance

* The Board of Directors at its meeting held on 30^th January 2025, approved the change in designation of Mr. Sanjay Thapar, Chief

Executive Officer & Executive Director, and Mr. Mahendra Kumar Naredi, Chief Financial Officer. Mr. Thapar shall be additionally designated as the Group Chief Executive Officer & Executive Director, and Mr. Naredi as the Group Chief Financial Officer of the Company.

There were no appointments or resignations of Key Managerial Personnel during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of its Independent Directors under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s Code of Conduct for Directors and Employees for the financial year.

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 Board of Directors of the Company has formed a Risk Management Committee 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 are systematically addressed through mitigating actions on a continuing basis.

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

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:

Sl. Position on the

Name Designation No. Committee

1. Mrs. Veni Thapar Chairperson Independent Director

2. Mr. Ramesh C Jain Member Chairman & Lead

Independent Director

3. Mr. Sanjay Thapar Member Group CEO &

Executive Director

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:

Sl. Position on the

Name Designation No. Committee

1. Mrs. Veni Thapar Chairperson Independent Director

2. Mr. Ramesh C Jain Member Chairman & Lead

Independent Director*

3. Mr. Matthias Member Independent Director Frenzel

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:

Sl. Position on the

Name Designation No. Committee

1. Mr. Matthias Chairman Independent Director Frenzel

2. Mr. K A Joseph Member Managing Director

3. Mr. Sanjay Thapar Member Group CEO &

Executive Director

4. Mrs. Veni Thapar Member Independent Director

Risk Management Committee: The composition of the Risk Management Committee ("RMC"), pursuant to Regulation 21 of SEBI Listing Regulations is as follows:
Sl. No.	Name	Position on the Committee	Designation
1.	Mr. Sanjay Thapar	Chairman	Group CEO & Executive Director
2.	Mrs. Veni Thapar	Member	Independent Director
3.	Mr. K A Joseph	Member	Managing Director
Corporate Social Responsibility Committee: The composition of the Corporate Social Responsibility Committee ("CSR"), pursuant to Section 135 of the Act is as follows:
Sl. No.	Name	Position on the Committee	Designation
1.	Mr. Matthias Frenzel	Chairman	Independent Director
2.	Mr. K A Joseph	Member	Managing Director
3.	Mr. Sanjay Thapar	Member	Group CEO & Executive Director
4.	Mrs. Veni Thapar	Member	Independent Director

INTERNAL FINANCIAL CONTROLS

AUDITORS & AUDIT REPORT Statutory Auditors:

M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Bengaluru, the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act, up to the conclusion of the 20^th Annual General Meeting of the Company, scheduled to be held on 16^th July, 2025.

Further, the report of the Statutory Auditors along with notes to Schedules forms part of the Annual Report which is selfexplanatory. There has been no qualifications/ reservations/ adverse remarks given by the Statutory Auditors in their Report for the financial year.

Considering the completion of the term of M/s. BSR & Co. LLP, Chartered Accountants, as the Statutory Auditors of

the Company at the ensuing Annual General Meeting, the Board of Directors, at its meeting held on 08^th May, 2025, has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005), as the Statutory Auditors of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting, for a term commencing from the conclusion of the 20^th Annual General Meeting and ending at the conclusion of the 25^th Annual General Meeting to be held in the calendar year 2030.

Cost Auditors:

The Cost Audit Report for the financial year 2023-24 dated 01^st August, 2024 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) with no qualifications/ reservations/ adverse remarks, was filed with 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 2025-26. 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 Auditor:

The Board, based on the recommendation of the Audit Committee 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 to conduct Secretarial Audit for the financial year 2024 -25.

There has been no qualifications/ reservations/ adverse remarks in the report given by the Secretarial Auditor for the financial year. The Secretarial Audit Report of the Company in Form MR-3 is enclosed to this report as Annexure - D.

Further, pursuant to Regulation 24A of SEBI (Listing and Disclosure Requirements) Regulations 2015, the board based on the recommendation of the Audit Committee is proposes to appoint the Mr. Ananta R Deshpande, Company Secretary in Practice (FCS No. 11869 and Certificate of Practice No. 20322) as the Secretarial Auditor of the Company subject to the approval of shareholders in the ensuing Annual General meeting to conduct Secretarial Audit for the term of five years commencing from the conclusion of 20^th Annual General Meeting and ending at the conclusion of the 25^thAnnual General Meeting to be held in the calendar year 2030.

Internal Auditors:

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

During the financial year, no frauds were reported by the Auditors under 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

MEETINGS OF THE BOARD AND COMMITTEES

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, two separate Independent Directors meeting was held during the financial year on 28^th March, 2025 and 31^st March, 2025.

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

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

â¢ Performance of the Chairman of the Board, taking into account the views of Executive Directors and NonExecutive Directors.

â¢ 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.

â¢ To review on the Company''s Succession Planning Framework.

PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

Your Company following our excellence in corporate governance has steered a Board Evaluation process by appointing an Independent external agency to further enhance the efficiency and effectiveness of our governance processes. The independent external expert also had individual conversations with each Board member and developed separate evaluation reports. Subsequently, the independent external expert collated reports for (a) the Board as a whole, (b) the Chairman of the Board, (c) Individual Directors, both Independent and Non-Independent, and (d) for each of the Board Committees separately. The assessment of individual Directors was sent separately to the concerned Directors. The results of the evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and committees were noted.

The following outlines the actions taken to implement the suggestions provided by the board in the preceding financial year, as well as new recommendations for the current financial year:

The recommendation given by the Board for		Actions taken in response to recommendations for previous year in current year
Current Year (FY 2024- 25)	Previous Year (FY 2023-24)
	The frequency and number of meetings for the Board and Committees to be increased	Based on the recommendation, the Company has increased the frequency and number of meetings of the Board and its Committees to facilitate more effective oversight and timely decision-making.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has periodically conducted familiarization programmes for its Independent Directors with the objective of making them accustomed to the business and operations of the Company through various structured orientation programs.

The familiarization programmes also intend to update the Independent Directors on a regular basis, on any significant changes therein, so as to be in a position to take well informed and timely decisions.

The following are the familiarization programmes undertaken during the financial year:

â¢ The Board has Imparted with ESG Training to understand their role in environmental, social, and governance matters

â¢ The Board members are educated on the Insider Trading and this program ensures that all the directors are very well versed with the latest regulation on insider regulation.

â¢ The Board has undergone a specialized M&A training to enhance their knowledge of the strategic, financial, and regulatory aspects involved in mergers, acquisitions, and related corporate transactions.

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

PARTICULARS OF 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 details 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 details as prescribed under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure - F.

The details as prescribed under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of top 10 employees drawing more than 10.2 Mn per financial year or 0.85 Mn per month, as the case may be, are set out in Annexure G to the Board''s Report.

EMPLOYEEES STOCK OPTION

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, is enclosed to this report as Annexure - G and is available on the website of the Company at www.sjsindia.com.

PROHIBITION OF INSIDER TRADING

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.

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;

(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 by 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 the financial year.

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

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY 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 Directors extend their heartfelt gratitude to all the employees for their invaluable contributions to the Company''s success. The Directors also express their sincere thanks to the members, employee unions, customers, dealers, suppliers, bankers, governments, and all other business partners for their unwavering support and trust in the Company''s management.

Mar 31, 2024

The directors'' have the pleasure in presenting the Annual Report of S.J.S. Enterprises Limited (the "Company") together with audited financial statements (standalone and consolidated) and the Auditor''s Report for the financial year ended 31^st March 2024 ("financial year").

In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March 2024, in respect of the Company.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March 2024 is summarised below:

(Rs. in Mn)
	Year ended		Year ended
Particulars	31.03.2024	31.03.2023	31.03.2024	31.03.2023
	Standalone		Consolidated
Revenue from operations	3,633.61	2,961.92	6,278.00	4,330.49
Other Income	70.27	85.27	77.04	101.52
Total Income	3,703.88	3,047.19	6,355.04	4,432.01
Less:- Cost of raw materials consumed	1,395.33	1,136.71	2,873.77	1,942.65
Less:- Changes in Inventory of FG, WIP and stores & spares	29.85	(38.67)	(24.91)	(74.79)
Less:- Employee benefit expenses	498.59	453.30	707.65	561.29
Less:- Finance costs	53.42	6.72	85.21	23.11
Less:- Depreciation and amortisation expense	171.54	164.05	387.42	233.01
Less:- Other expenses	669.59	538.12	1199.41	835.04
Total Expenses	2,818.32	2,260.23	5,228.55	3,520.31
Profit before Tax	885.56	786.96	1,126.49	911.70
Less:- Tax expenses
- Current tax	250.66	195.48	355.91	240.19
- Deferred tax (credit)/charge	(40.69)	3.62	(83.13)	(1.02)
Total tax expense	209.97	199.10	272.78	239.17
Profit for the year	675.59	587.86	853.71	672.53
Other comprehensive (expenses) /income for the year, net of tax	16.01	(6.83)	15.08	(5.73)
Total comprehensive Income for the year	691.60	581.03	868.75	666.80
Earnings per equity share (face value of '' 10 each)
- Basic (in '')	21.86	19.31	27.45	22.10
- Diluted (in '')	21.40	19.06	26.87	21.81

BUSINESS REVIEW Standalone Financial Results:

During the financial year, your Company recorded a total income of '' 3,703.88 Mn as against '' 3,047.19 Mn in the previous financial year, registering an increase of 21.55% against the previous financial year.

The Company''s profit after tax has increased to '' 675.59 Mn from '' 587.86 Mn, at a growth of 14.92%.

The Company has posted its highest-ever total revenue of '' 3,703.88 Mn and highest-ever net profit after tax of '' 675.59 Mn.

Consolidated Financial Results:

During the financial year, your Company''s consolidated total income is '' 6,355.04 Mn as against '' 4,432.01 Mn in the previous financial year, registering an increase of 43.39% against the previous financial year.

The Company''s consolidated profit after tax has increased to '' 853.71 Mn from '' 672.53 Mn, at a growth of 26.94%.

DIVIDEND

In line with the Dividend Distribution Policy of the Company which is available on the Company''s website viz. https:// www.sjsindia.com/investors.html#policies, Your Directors'' are pleased to recommend a final dividend at the rate of 20% i.e. '' 2.00 per equity share of face value of '' 10/- each for the financial year. Dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting 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. 13^th August 2024 after deduction of applicable taxes, involving a cash outflow of '' 62.08 Mn. 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

The Company has fixed Tuesday, 13^th August 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the financial year.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the SEBI Listing Regulations, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, makes it mandatory for the top 1000 listed entities based on their market capitalisation calculated as of 31^st March of every financial year to formulate a Dividend Distribution Policy.

In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 19^th July 2021 has approved and adopted the Dividend Distribution Policy of the Company. The said policy inter alia, lays down various parameters relating to the declaration/ recommendation of dividend and is available on the Company''s website at https://www.sjsindia.com/investors. html#policies.

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"). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remains unpaid and required to be transferred to the IEPF by the Company during the financial year.

RESERVES

The Company has not transferred any amount to reserves for the financial year.

RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL

During the financial year, the company issued 6,00,000 equity shares with a face value of '' 10 each at a price of '' 500 each, including a premium of '' 490 each to Mr. K.A. Joseph ("Investor"), Founder, Promoter & Managing Director of the Company, aggregating to '' 300 Mn (Rupees Three Hundred Million Only), through preferential issue on a private placement

basis in accordance with Section 42, 62, and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Consequently, the Company''s paid-up equity share capital increased from '' 30,43,79,040 divided into 30,437,904 equity shares of '' 10 each to '' 31,03,79,040 divided into 31,037,904 equity shares of '' 10 each.

Further, The Company has not bought back any of its securities or issued bonus / sweat equity shares or issued shares with differential voting rights during the financial year.

AUTHORISED SHARE CAPITAL

During the financial year, the authorised share capital of the Company increased from '' 35,00,00,000 divided into 3,50,00,000 equity shares of '' 10 each to '' 50,00,00,000 divided into 5,00,00,000 equity shares of '' 10 each.

STATEMENT OF DEVIATION

The funds raised through preferential issue were aimed to enhance shareholder''s value with an increase in the market cap of the Company, funding organic or inorganic growth opportunities (including acquisitions), capital expenditure, pre-payment and/or repayment of outstanding borrowings, as may be permissible under the applicable law. The proceeds raised through the preferential issue have been entirely allocated to the object for which they were raised and there have been no deviations from the planned use of funds.

CHANGE IN PROMOTER HOLDING

During the financial year, Evergraph Holdings Pte Ltd ("Evergraph") divested 9,164,033 equity shares, equating to 29.53% of the Company''s paid-up equity capital as of 22^nd August 2023, through open market transactions. This transaction led to a reduction in Evergraph''s ownership from 34.15% to 4.63%.

Subsequently, Evergraph and Mr. KA Joseph executed a letter agreement on 23^rd February 2024, to sell 1,436,337 equity shares, accounting for 4.63% of the total share capital of the Company. On 29^th February 2024, as part of the initial tranche, Evergraph transferred 9,00,000 equity shares, constituting 2.90%, to Mr. KA Joseph. Consequently, Evergraph''s ownership decreased to 1.73%.

During the financial year, the company allotted 6,00,000 equity shares to Mr. K.A. Joseph through preferential issue on a private placement basis and in accordance with the

letter agreement, he acquired an additional 9,00,000 equity shares from Evergraph. Consequently, his total shareholding surged from 46,51,244 equity shares, representing 15.28%, to 61,51,244 equity shares, representing 19.82% of the total paid up share capital of the Company.

MERGER AND ACQUISITIONS

During the financial year, as part of its investment strategy, your Company had entered into a Share Purchase Agreement ("SPA") with Walter Pack Automotive Products India Private Limited ("WPI") and its shareholders i.e. Walter Pack S.L. and Mr. Roy Mathew. for acquiring 315,442 (Three Hundred Fifteen Thousand Four Hundred Forty-Two) equity shares, resulting in your company holding 90.1% (ninety point one percent) of WPI''s equity share capital on a fully diluted basis. Consequently, WPI has become a subsidiary of your company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY AND SUSTANBILITY REPORT

PARTICULARS OF RELATED PARTY TRANSACTIONS

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

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).

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

CHANGE IN FINANCIAL YEAR

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

The Company has not accepted any deposits covered under the Chapter V of the Act, during the financial year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

As of the end of the financial year, the company has two subsidiaries (including one wholly-owned subsidiary) and one

step-down subsidiary, which is a wholly-owned subsidiary of Walter Pack Automotive Products India Private Limited. There has been no material change in the nature of the subsidiaries'' businesses. Further, the Company doesn''t have any joint venture or associate company as defined under Section 2(6) of the Act, which are explained in detailed below:

Subsidiary:

A statement containing salient features of the financial statements of the Subsidiary is enclosed in this report as Annexure - B.

Associate:

As of 31^st March 2024, your company shareholding in Suryaurja Two Private Limited (STPL) the erstwhile associate company, has decreased from 48% to 16.83%. This reduction is due to the issuance of additional equity shares by STPL, leading to a dilution of your company''s stake to below 20% and waiving the significant control interest in STPL, henceforth the STPL is no longer considered an associate company.

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

Being an employee-centric organisation, your Company always puts its people at the heart of whatever it does. The Company believes that the success of the organisation and its people, go hand-in-hand. Our humble efforts have been recognised by the Great Place to Work Institute India, which has awarded our company the "Great Place To Work" certification in the mid-size organisation category for five consecutive years.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Policy was amended vide the resolution of the Board of Directors dated 19^th July 2021 to incorporate amendments brought about to the provisions of Section 135 of the Act and the Rules vide notification dated 22^nd January 2021 issued by the Ministry of Corporate Affairs.

During the financial year, the Board of Directors of your company approved for formation of CSR Trust in the name and style of "SJS Foundation" vide its Board Meeting dated 01^st February 2024, and this dedicated entity will streamline and enhance the execution of the CSR activities and functions of the Company, including all its subsidiaries.

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

The Internal Complaints Committee (ICC) in place has been duly constituted as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year.

Details of complaints received and redressed during the financial year:

a.	Number of complaints filed during the financial year	Nil
b.	Number of complaints disposed of during the	Nil
	financial year
c.	Number of complaints pending as on end of the	Nil
	financial year

VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

practices and to report genuine concerns to the Audit Committee of the Company.

The mechanism provides adequate safeguards against the victimisation 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

Your Company''s Board comprises of the following Directors as on the end of the financial year:

Sl. No.	Name of Director	Designation
1.	Mr. Ramesh C Jain	Chairman & Independent Director
2.	Mr. K. A. Joseph	Managing Director
3.	Mr. Sanjay Thapar	CEO & Executive Director
4.	Mr. Kevin K Joseph	Executive Director
5.	Mrs. Veni Thapar	Independent Director
6.	Mr. Matthias Frenzel	Independent Director

During the financial year, Mr. Vishal Sharma and Mr. Kazi Arif Uz Zaman, the Nominees of Evergraph Holdings Pte Ltd, tendered their resignations from the directorship of the Company, relinquishing their responsibilities effective from 27^th September 2023. Further details regarding their resignations are available on the Company''s website at https://www.sjsindia.com/Docs/FY2324/Q2/Intimation%20 of%20Resignation%20of%20Director.pdf

Rotation of Director:

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

The Board has considered and approved the recommendation of the Nomination & Remuneration Committee in their meeting held on 20^th May 2024 to re-appoint Mr. Kevin K Joseph as Director of the Company, liable to retire by rotation, subject to the approval of the shareholders in the forthcoming annual general meeting.

KEY MANAGERIAL PERSONNEL

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

Sl. No.	Name of KMP''s	Designation
1.	Mr. K. A. Joseph	Managing Director
2.	Mr. Sanjay Thapar	CEO & Executive Director
3.	Mr. Kevin K Joseph	Executive Director
4.	Mr. Mahendra Kumar Naredi	Chief Financial Officer
5.	Mr. Thabraz Hushain W	Company Secretary & Compliance Officer

There were no appointments or resignations of Key Managerial Personnel during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s Code of Conduct for Directors and Employees for the financial year.

RISK MANAGEMENT

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

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

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:

Sl. Name No.	Position on the Committee	Designation
1 Mrs. Veni Thapar	Chairperson	Independent Director
2 Mr. Ramesh C	Member	Chairman &
Jain		Independent Director
3 Mr. Sanjay Thapar	Member	CEO & Executive Director

Note:

1. Mr. Vishal Sharma has been a member of the committee until 27^th September 2023.

2. Mr. Sanjay Thapar has been appointed as a member of the committee with effect from 18^th October 2023.

The Audit Committee was constituted by the Board of Directors at their meeting held on 12^th July 2021 and it was reconstituted on 18^th October 2023, through a circular resolution, with Mr. Sanjay Thapar joining the committee in place of Mr. Vishal Sharma. The scope and functions of the Audit Committee are in accordance with Section 177 of the Act and the SEBI Listing Regulations.

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:

Sl. Name No.	Position on the Committee	Designation
1 Mrs. Veni Thapar	Chairperson	Independent Director
2 Mr. Ramesh C Jain	Member	Chairman & Independent Director
3 Mr. Matthias Frenzel	Member	Independent Director

Note:

1. Mr. Vishal Sharma has been a member of the committee until 27^th September 2023.

2. Mr. Matthias Frenzel has been appointed as a member of the committee with effect from 18^th October 2023.

The RMC was constituted by the Board of Directors at their meeting held on 12^th July 2021 and it was reconstituted on 18^th October 2023, through a circular resolution, with Mr. KA Joseph joining the committee in place of Mr. Vishal Sharma.

Corporate Social Responsibility Committee:

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

Sl. No.		Position
Sl. No.	Name	on the Committee	Designation
1	Mr. Matthias Frenzel	Chairman	Independent Director
2	Mr. K A Joseph	Member	Managing Director
3	Mr. Sanjay Thapar	Member	CEO & Executive Director
4	Mrs. Veni Thapar	Member	Independent Director

Note:

1. Mr. Vishal Sharma has been a member of the committee until 27^th September 2023.

The NRC was constituted by the Board of Directors at their meeting held on 12^th July 2021 and it was reconstituted on 18^thOctober 2023, through a circular resolution, with Mr. Matthias Frenzel joining the committee in place of Mr. Vishal Sharma. The scope and functions of the NRC is in accordance with Section 178 of the Act and the SEBI Listing Regulations.

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:

Sl. No.	Name	Position on the Committee	Designation
1	Mr. Matthias Frenzel	Chairman	Independent Director
2	Mr. K A Joseph	Member	Managing Director
3	Mr. Sanjay Thapar	Member	CEO & Executive Director
4	Mrs. Veni Thapar	Member	Independent Director

Note:

1. Mr. Kazi Arif Uz Zaman has been a member of the committee until 27^th September 2023.

2. Mrs. Veni Thapar has been appointed as a member of the committee with effect from 28^th March 2024.

The SRC was constituted by the Board of Directors at their meeting held on 12^th July 2021 and it was reconstituted on 28^th March 2024, through a circular resolution, with Mrs. Veni Thapar joining the committee in place of Mr. Kazi Arif Uz Zaman. The scope and functions of the SRC is in accordance with Section 178 of the Act and the SEBI Listing Regulations.

Risk Management Committee:

The composition of the Risk Management Committee ("RMC"), pursuant to Regulation 21 of SEBI Listing Regulations is as follows:

Sl. Name No.	Position on the Committee	Designation
1 Mr. Sanjay Thapar	Chairman	CEO & Executive Director
2 Mrs. Veni Thapar	Member	Independent Director
3 Mr. K A Joseph	Member	Managing Director

Note:

1. Mr. Vishal Sharma has been a member of the committee until 27^th September 2023.

2. Mr. KA Joseph has been appointed as a member of the committee with effect from 18^th October 2023.

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 organisation''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:

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 2023-24 dated 26^th July 2023 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) with no qualifications/ reservations/ adverse remarks, was filed with 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 2024-25. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the members, in the forthcoming 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 forthcoming annual general meeting.

Secretarial Auditor:

The Board, based on the recommendation of the Audit Committee had appointed Mr. Dwarakanath C, Company Secretary in Practice (FCS No. 7723 and Certificate of Practice No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year.

Further, the Board of Directors, at its meeting held on 20^thMay 2024, appointed Mr. Ananta R. Deshpande, replacing Mr. Dwarakanath C Chennur as the new Secretarial Auditor of the Company for the financial year 2024-25, as a practice of good corporate governance and in accordance with the guidance notes provided by the Institute of Company Secretaries of India (ICSI).

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

During the financial year, no frauds were reported by the Auditors under 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

MEETINGS OF THE BOARD AND COMMITTEES

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 27^thFebruary, 2024.

The Independent Directors at this meeting, inter alia, reviewed the following:

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

â¢ Performance of the Chairman of the Board, taking into account the views of Executive Directors and NonExecutive Directors.

â¢ 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.

PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES

The Board of Directors, on the recommendation of the NRC has adopted a framework for performance evaluation of the Board, its committees, individual directors, and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, the composition of the Board and its committees, culture, execution, and performance of specific duties, obligations, and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment, decision making, the contribution of Directors at the meetings and the functioning of the Committees.

The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors, Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company''s business and operations. The Board of Directors also appraised the performance of the Independent Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

In addition to the above, your Company following our excellence in corporate governance has steered a Board Evaluation process by appointing an Independent external agency to further enhance the efficiency and effectiveness of our governance processes. Wherein they examined our internal questionnaire report, both numeric as well as qualitative, that were sent directly to the Board members on a confidential basis. The independent external expert also had individual conversations with each Board member and developed separate evaluation reports. Subsequently, the independent external expert collated reports for (a) the Board as a whole, (b) the Chairman of the Board, (c) Individual Directors, both Independent and Non- Non-Independent, and (d) for each of the Board Committees separately. The

assessment of individual Directors was sent separately to the concerned Directors. The results of the evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and committees were noted.

The following outlines the actions taken to implement the suggestions provided by the board in the preceding financial year, as well as new recommendations for the current financial year:

The recommendation given by the Board for		Actions taken in response to recommendations for previous year in current year
Current Year (FY 2023- 24)	Previous Year (FY 2022-23)
The frequency and number of meetings for the Board and Committees to be increased	To allocate the additional time for meetings.	Based on the Board''s recommendation, your company has allocated sufficient time for each Board and Committee meeting and ensured an adequate time gap between meetings conducted on the same day.
	To organise more number of in personal meetings	Based on the Board''s recommendation, your company organised two personal meetings to enhance the effectiveness of management''s decision-making abilities. These meetings aimed to foster better communication and collaboration among the decisionmakers, ensuring more informed and strategic management choices.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has periodically conducted familiarisation programmes for its Independent Directors with the objective of making them accustomed to the business and operations of the Company through various structured orientation programs.

The familiarisation programmes also intend to update the Independent Directors on a regular basis, on any significant changes therein, so as to be in a position to take well informed and timely decisions.

The following are the familiarisation programmes undertaken during the financial year:

â¢ The Board has been Imparted with ESG Training to understand their role in environmental, social, and governance matters

â¢ The Company has introduced the board to Industry 4.0 highlighting its transformative potential and impact on manufacturing & other attributes

â¢ The Board has undergone a Cybersecurity Training to understand best practices for protecting company from Cyber attacks

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

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

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, 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 details as prescribed under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

EMPLOYEEES STOCK OPTION

PROHIBITION OF INSIDER TRADING

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 the profit of the company for that period;

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

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY 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

Mar 31, 2023

The directors have pleasure in presenting the Annual Report of S.J.S. Enterprises Limited (the "Company") together with audited financial statements (consolidated and standalone) and the Auditor''s Report for the financial year ended 31 March 2023 ("financial year").

In compliance with the applicable provisions of Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof, for time being in force ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31 March 2023, in respect of the Company.

Financial Results

The financial performance of the Company for the financial year ended 31 March 2023 is summarized below:

(Rs. in Mn)
	Year ended		Year ended
Particulars	31 March 2023	31 March 2022	31 March 2023	31 March 2022
	Standalone		Consolidated
Revenue from operations	2,961.92	2,678.85	4,330.49	3,698.56
Other Income	85.27	34.16	101.52	41.61
Total Income	3,047.19	2,713.01	4,432.01	3,740.17
Less:- Cost of raw materials consumed	1,136.71	992.01	1,942.65	1,590.88
Less:- Changes in Inventory of FG, WIP and stores & spares	(38.67)	20.50	(74.79)	(0.10)
Less:- Employee benefit expenses	453.30	409.12	561.29	510.41
Less:- Finance costs	6.72	4.84	23.11	30.20
Less:- Depreciation and amortization expense	164.05	154.13	233.01	215.74
Less:- Other expenses	538.12	437.90	835.04	653.65
Total Expenses	2,260.23	2,018.50	3,520.31	3,000.78
Profit before Tax	786.96	694.51	911.70	739.39
Less:- Tax expenses
- Current tax	195.48	180.12	240.19	204.39
- Deferred tax (credit)/charge	3.62	(4.22)	(1.02)	(15.18)
Total tax expense	199.10	175.90	239.17	189.21
Profit for the year	587.86	518.61	672.53	550.18
Other comprehensive (expenses) /income for the year, net of tax	(6.83)	1.82	(5.73)	(0.48)
Total comprehensive Income for the year	581.03	520.43	666.80	549.70
Earnings per equity share (face value of ''10 each)
- Basic (in '')	19.31	17.04	22.10	18.08
- Diluted (in '')	19.06	16.88	21.81	17.90

Business Review Standalone Financial Results:

During the financial year, your Company recorded a total income of ''3,047.19 Mn as against ''2,713.01 Mn in the previous financial year, registering an increase of 12.32% against previous financial year.

The Company''s profit after tax has increased to ''587.86 Mn from ''518.61 Mn, at a growth of 13.35%.

The Company has posted highest ever total revenue ''3047.19 Mn and highest ever net profit after tax ''587.86 Mn.

Consolidated Financial Results:

During the financial year, your Companies recorded a total income of ''4,432.01 Mn as against ''3,740.17 Mn in the previous financial year, registering an increase of 18.50% against previous financial year.

The Company''s profit after tax has increased to ''672.53 Mn from ''550.18 Mn, at a growth of 22.24%.

The statement also provides details of the performance and financial position of the subsidiary. 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.

Dividend

Considering the future inorganic growth of the Company and its operations the Board of Directors of the Company does not declare final dividend for the financial year ended 31 March 2023.

Dividend Distribution Policy

Regulation 43A of the SEBI Listing Regulations, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, makes it mandatory for the top 1000 listed entities based on their market capitalization calculated as on 31 March of every financial year to formulate a Dividend Distribution Policy.

In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 19 July 2021 has approved and adopted the Dividend Distribution Policy of the Company. The said policy inter alia, lays down various parameters relating to declaration/ recommendation of dividend and is available on the Company''s website at https://www.sjsindia.com/investors. html#policies.

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 remain 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"). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remains to be paid and require to be transferred to the IEPF by the Company during the year ended 31 March 2023.

Reserves

The Company has not transferred any amount to reserves for the financial year ended 31 March 2023.

Share Capital

During the financial year, the Company has not altered/ modified its authorised share capital.

Management Discussion & Analysis Report

Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of the Annual Report.

Corporate Governance

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is forms an integral part of the Annual Report.

Particulars of Related Party Transactions

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 Annexure - A.

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

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).

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

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of annual return in the prescribed Form MGT-7 for FY 2022-23 is available on the website of the Company at www.sjsinida.com

Change in Financial Year

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

Deposits

The Company has not accepted any deposits covered under Chapter V of the Act, during the financial year.

Report on Performance of Subsidiaries, AssociateCompanies & Joint Ventures

Subsidiary:

A statement containing salient features of the financial statements of Subsidiary is enclosed to this report as Annexure - B.

Associate:

A statement containing salient features of the financial statements of Associate is enclosed to this report as Annexure - B.

Joint venture companies:

There are no joint venture companies as of 31 March 2023.

Corporate Social Responsibility ("CSR")

In accordance with the requirements of Section 135 of the Act, the Company has constituted the CSR Committee and also formulated a CSR Policy which is available on the website of the Company at https://www.sjsindia.com/investors. html#policies.

The CSR Policy was amended vide the resolution of the Board of Directors dated 19 July 2021 to incorporate amendments brought about to the provisions of Section 135 of the Act and the Rules vide notification dated 22 January 2021 issued by Ministry of Corporate Affairs.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure 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.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year.

Details of complaints received and redressed during the financial year:

a.	Number of complaints filed during the financial year	Nil
b.	Number of complaints disposed of during the financial year	Nil
c.	Number of complaints pending as on end of the financial year	Nil

Vigil Mechanism and Whistle Blower Policy for Directors and Employees

The mechanism provides adequate safeguards against 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

Your Company''s Board comprises of the following Directors as on the end of the financial year:

Sl.	Name of Director	Designation
No.
1.	Mr. Ramesh C Jain	Chairman & Independent Director
2.	Mr. K. A. Joseph	Managing Director
3.	Mr. Sanjay Thapar	CEO & Executive Director
4.	Mr. Kevin K Joseph	Executive Director
5.	Mr. Vishal Sharma	Nominee Director
6.	Mr. Kazi Arif Uz Zaman	Nominee Director
7.	Mrs. Veni Thapar	Independent Director
8.	Mr. Matthias Frenzel	Independent Director

Rotation of Director:

As per Section 152 of the Act, unless Articles provide otherwise, at least two-thirds of the total number of directors

shall be liable to retire by rotation of which one third shall retire at every Annual General Meeting.

In view of the above mentioned provision, Mr. Vishal Sharma, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board has considered and approved the recommendation of the Nomination & Remuneration Committee in their meeting held on 15 May 2023 to re-appoint Mr. Vishal Sharma as Director of the Company, liable to retire by rotation, subject to the approval of the shareholders in the forthcoming Annual General Meeting.

Key Managerial Personnel

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

Sl. No.	Name of Director	Designation
1.	Mr. K. A. Joseph	Managing Director
2.	Mr. Sanjay Thapar	CEO & Executive Director
3.	Mr. Kevin K Joseph	Executive Director
4.	Mr. Mahendra Kumar Naredi	Chief Financial Officer
5.	Mr. Thabraz Hushain. W	Company Secretary & Compliance Officer

Declaration by Independent Directors

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and Company''s Code of Conduct for Directors and Employees for the financial year.

Risk Management

The Board of Directors of the Company have formed a Risk Management Committee 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 are systematically addressed through mitigating actions on a continuing basis.

Committees

Audit Committee:

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

IQ AQ foil OWC¹

Sl. No.	Name of Director	Position on the Committee	Designation
1	Mrs. Veni Thapar	Chairperson	Independent Director
2	Mr. Ramesh C Jain	Member	Chairman & Independent Director
3	Mr. Vishal Sharma	Member	Nominee Director
Nomination and Remuneration Committee: The composition of the Nomination and Remuneration Committee, pursuant to Section 178(1) of the Act and Regulation 19 of SEBI Listing Regulations is as follows:
Sl. No.	Name of Director	Position on the Committee	Designation
1	Mrs. Veni Thapar	Chairperson	Independent Director
2	Mr. Ramesh C Jain	Member	Chairman & Independent Director
3	Mr. Vishal Sharma	Member	Nominee Director

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee, pursuant to Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations is as follows:

Sl. No.	Name of Director	Position on the Committee	Designation
1	Mr. Matthias Frenzel	Chairman	Independent Director
2	Mr. K A Joseph	Member	Managing Director
3	Mr. Sanjay Thapar	Member	CEO & Executive Director
4	Mr. Kazi Arif Uz Zaman	Member	Nominee Director
Risk Management Committee:
The composition of Risk Management Committee, pursuant to Regulation 21 of SEBI Listing Regulations is as follows:
Sl. No.	Name of Director	Position on the Committee	Designation
1	Mr. Sanjay Thapar	Chairman	CEO & Executive Director
2	Mrs. Veni Thapar	Member	Independent Director
3	Mr. Vishal Sharma	Member	Nominee Director
Corporate Social Responsibility Committee: The composition of CSR Committee, pursuant to Section 135
of the Act is as follows:
Sl. No.	Name of Director	Position on the Committee	Designation
1	Mr. Matthias Frenzel	Chairman	Independent Director
2	Mr. K A Joseph	Member	Managing Director
3	Mr. Sanjay Thapar	Member	CEO & Executive Director
4	Mr. Vishal Sharma	Member	Nominee Director
5	Mrs. Veni Thapar	Member	Independent Director

Internal Financial Controls

Auditors & Audit Report Statutory Auditors:

Cost Auditors:

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, Cost Audit is applicable to the Company. The accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Act. 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 2021-22 dated 21 September 2022 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) was filed with 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 2023-24. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the members, in the forthcoming 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 forthcoming annual general meeting.

Secretarial Auditor:

The Board, based on the recommendation of the Audit Committee has appointed Mr. Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and Certificate of Practice No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year.

The Secretarial Audit Report in Form MR-3 is enclosed to this report as Annexure - D.

Internal Auditors:

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

During the financial year, no frauds were reported by the Auditors under 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

â¢ During the FY 2023-24 your Company has approved the acquisition of 90.1% stake in Walter Pack Automotive Products India Private Limited ("WPI") for a total cash consideration of '' 2,393 Mn. Pursuant to the successful completion of this acquisition, WPI will become the subsidiary of your Company.

â¢ During the FY 2023-24 your Company has approved to increase the authorized share capital of the Company from ''35 Crores to ''50 Crores.

During the FY 2023-24 your Company has approved to issue equity shares on preferential basis upto 6,00,000 (Six Lakhs) Equity Shares of face value ''10/- each at an issue price of '' 500/- (Rupees Five Hundred Only) per equity share to Mr. K.A. Joseph ("Investor"), Founder, Promoter & Managing Director of the Company, subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any

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, a separate meeting of the Independent Directors was held on 22 February 2023.

The Independent Directors at this meeting, inter alia, reviewed the following:

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

â¢ Performance of the Chairman of the Board, taking into account the views of Executive Directors and NonExecutive Directors.

â¢ 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.

Performance Evaluation of Board and Its Committees

Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on 05 January 2017, the Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company''s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

The following recommendations of board of directors are being implemented in the FY 2023-24:

â¢ To allocate the additional time for meetings.

â¢ To organize more number of in persons meetings

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.

Familiarisation Programme for Independent Directors

The Company has periodically conducted familiarisation programmes for its Independent Directors with an objective of making them accustomed to the business and operations of the Company through various structured orientation programmes.

The familiarization programmes also intend to update the Independent Directors on a regular basis, on any significant changes therein so as to be in a position to take well informed and timely decisions.

The details of the familiarization programmes undertaken during the financial year is available on the website of the Company at https://www.sjsindia.com/investors. html#corporate-governance.

Particulars of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings And Outgo

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 July 2021. The policy, inter alia, lays down the principles relating to appointment, cessation, 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 details as prescribed under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is enclosed to this report as Annexure - G.

Employeees Stock Option

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, is enclosed to this report as Annexure - F and is available on the website of the Company at www.sjsindia.com.

Prohibition of Insider Trading

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 the profit of the company for that period;

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

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 are grateful to various government and semi-government authorities, bankers, investors, vendors and customers for their valued assistance and co-operation.

The Board also wishes to place on record its deep sense of appreciation for the committed service of the executives, staff and workers of the Company.

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