Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Jain Resource Recycling Ltd			Industry : Mining / Minerals / Metals


BSE Code:	544537	NSE Symbol:	JAINREC	P/E(TTM):	65.96

ISIN Demat:	INE0YD401026	Div & Yield %:	0	EPS(TTM):	6.07

Book Value(Rs):	35.0354539	Market Cap ( Cr.):	13815.51	Face Value(Rs):	2

Change Company

To The Members

Jain Resource Recycling Limited

(Formerly Known as Jain Resource Recycling Private Limited

Your Directors are delighted to present the 04^th Annual Report of your Company along with the Audited Financial Statements for the Financial Year 2024-25.

1. Financial summary or highlights/Performance of the Company:

The Standalone and Consolidated Financial Results of the Company during the Financial Year ended on 31^st March, 2025 are as under:

Particulars	Standalone		Consolidated
	Amount (Rs.) in Millions	Amount (Rs.) in Millions	Amount (Rs.) in Millions	Amount (Rs.) in Millions
	31.03.2025	31.03.2024 *	31.03.2025	31.03.2024 *
Sales and Other Income	61,836.91	42,017.48	71,621.54	44,848.41
Interest	799.84	496.53	847.08	533.48
Depreciation	106.02	98.53	156.69	156.92
Profit/ (Loss) before Tax	2,889.23	2,095.63	3,045.93	2,146.02
Current Tax	(656.86)	(516.06)	(691.42)	(530.46)
Deferred Tax	(72.63)	(16.05)	(72.08)	22.71
Tax relating to ear her years	(48.39)	-	(49.56)	-
Profit after Tax	2,111.35	1,595.62	2,232.87	1,638.27

*Restated figures pursuant to amalgamation of Jain Recycling Private Limited with the Company.

2. State of Company's Affairs & Operations

During the year under review, your Company on a standalone basis achieved a total revenue of Rs. 61,836.91 Millions and made a profit after tax of Rs 2,111.35 Millions during FY 2024-2025 as against a total income of Rs. 42,017.48 Millions and Profit After Tax of Rs. 1,595.62 Millions during the Previous financial year. Further, your Company on a consolidated basis achieved a total revenue of Rs. 71,621.54 Millions and made a profit after tax of Rs. 2,232.87 Millions during FY 2024-2025 as against a total income of Rs. 44,848.41 Millions and profit after tax of Rs. 1,638.27 Millions during the previous financial year.

Major Events during the year:

• The Company decided to convert into a Public Company i.e. from Jain Resource Recycling Private Limited to Jain Resource Recycling Limited and the same was approved by the Members at their Extra Ordinary General Meeting held on February 05, 2025 and accordingly the name clause in MOA and AOA has been changed and revised set has been adopted. In this regard appropriate compliance as per Companies Act, 2013 has been completed. The Company received the approval for conversion on February 25, 2025.

• On 31^st March 2025 the Company filed the Draft Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of India (SEBI), BSE Limited and the National Stock Exchange of India Limited in connection with the proposed Initial Public Offering (IPO) of its equity shares. The Company has received in-principle approvals from both BSE and NSE on 03^rd June 2025 for the IPO and the Company has also received the observation letter from the Securities and Exchange Board of India. In accordance with SEBI's observation letter, the Company is in the process of incorporating the requisite changes and is preparing to file the Updated Draft Red Herring Prospectus ("UDRHP") with SEBI and the Stock Exchanges shortly. Following the completion of this process and receipt of necessary approvals, the Company will proceed with the filing of the Red Herring Prospectus ("RHP") with SEBI, the Stock Exchanges and with the Registrar of Companies (RoC) for the purpose of launching the IPO.

3. Overview of the Company

With a rich legacy spanning seven decades, Jain Metal Group has established itself as a pioneer in the recycling and production of non-ferrous metals in India. We are the India's largest and fastest-growing non-ferrous metal recycling business, in terms of revenue for Fiscal 2024, Fiscal 2023 and Fiscal 2022. The group's success can be attributed to its state-of-the-art infrastructure and capabilities to handle multiple products in recycling at a single location, as well as its extensive global network for sourcing recyclable materials. Our Company was originally constituted as a partnership firm in the year 1953 under the name of Jain Metal Rolling Mills which was reconstituted vide partnership deed dated April 1, 1993, and subsequently converted into our Company on February 25, 2022, as a private limited company under the Companies Act, 2013. Subsequently the company converted from a Private Limited Company to a Public Limited Company on 25th February 2025. We commenced our recycling operations under our erstwhile partnership firm in the Fiscal year 2013.

We are primarily focused on manufacturing of non-ferrous metal products by way of recycling of non-ferrous metal scrap. Our product portfolio comprises of (i) lead and lead alloy ingots;

(ii) copper and copper ingots; and (iii) aluminium and aluminium alloys. Our Company is amongst the two recycling companies in India to get its lead ingot registered as a brand by the London Metal Exchange which provides the Company a distinct advantage of access to a broader customer base by offering products compliant with international quality standards along with the benefit of LME reference pricing with respect to supply of its products in global markets.

We also partnered with M/s Ikon Square Limited UAE ("ISL"), by way of acquiring 70% in Jain Ikon Global Ventures (FZC) a free zone company registered in Sharjah, UAE (hereinafter referred as "JIGV"), resulting JIGV in becoming our subsidiary. The acquisition was undertaken for the purposes of setting up our gold refining facility at Sharjah UAE that commenced refining of gold in the month of August 2024. Based on a detailed review of the financial and operational position of Jain Ikon Global Ventures, and after due consideration of the prevailing circumstances, it has been decided to initiate voluntary liquidation proceedings in accordance with the applicable laws and regulations of the United Arab Emirates and the SAIF Zone. The same has been approved by the Board at its meeting held on August 24, 2025.

Our key raw materials include: (i) lead scrap rains, lead scrap rinks, lead scrap relay and lead scrap radio for lead products; (ii) copper scrap druid, copper scrap berry and copper scrap birch for copper products; (iii) aluminium scrap tread, aluminium scarp talon and aluminium scrap tense for aluminium products. Our recycling operations are vertically integrated with end-to-end recycling processes wherein raw materials are procured both domestically and internationally. Over the last three Fiscals, the Jain Metal Group has sourced raw materials from more than 120 countries. As a process, the raw material scrap is sorted based on type and quality followed by pre-processing steps including sorting, stripping, smelting, shredding, granulation followed by melting of scrap for alloying and refining to achieve the desired purity

levels and quality. The refined scrap is then cast into forms such as ingots, billets, or other shapes and thereafter the final products undergo quality control tests to ensure that they meet industry standards and customer specifications.

We operate through our three recycling facilities located at SIPCOT Industrial Estate, Gummidipoondi, Chennai engaged in recycling: (i) copper scrap birch and copper scrap druid (hereinafter known as "Facility 1"); (ii) lead scrap including lead scrap radio, lead scrap relay, lead scrap rains, lead scrap rinks and copper scrap including copper scrap birch, copper scrap druid, (hereinafter known as "Facility 2"); and (iii) aluminium scrap including aluminium scrap tread, aluminium scarp talon and aluminium scrap tense (hereinafter known as "Facility 3" and collectively with Facility 1 and Facility 2 referred to as "Recycling Facilities"). Further, we have commenced gold refining operations through our subsidiary, JIGV at the facility situated at Sharjah Airport International Free Zone (SAIF-Zone), UAE from on August 19,2024 ("Refining Facility" and along with Recycling Facilities collectively referred to as the "Facilities"). We operate Facility 1 and Facility 2 through our Company and Facility 3 through our subsidiary JGTPL.

4. Transfer to Reserves

Pursuant to amalgamation of Jain Recycling Private Limited with the Company during the year under review, the Company has created Amalgamation Reserve amounting to Rs. (200.53) Millions.

5. Dividend

Though the Company has earned profits, your directors do not recommend any dividend for the year under review, as they intend to retain the profit in the business keeping in view the future growth plans of the Company.

6. Scheme of Arrangement and Amalgamation

During the year under review, the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, vide its order dated 21^st January 2025, sanctioned the Composite Scheme of Arrangement and Amalgamation ("Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, between Jain Recycling Private Limited (Transferor Company), Jain Resource Recycling Limited (Formerly Known as Jain Resource Recycling Private Limited) (Transferee Company) and their respective shareholders. The Scheme, inter alia, provided for the amalgamation of the Transferor Company with and into the Transferee Company, redemption of the Optionally Convertible and Redeemable Preference Shares, allotment of equity shares to the shareholders of the Transferor Company in accordance with the approved share exchange ratio, and consequential revision of the authorised share capital of the Transferee Company.

Subsequent to the receipt of the NCLT order, the Board of Directors, in its meeting held on 31^st January 2025, approved the implementation of the Scheme, which became effective on the same date.

7. Change in the Share capital of the Company.

During the year, the Company undertook several significant changes in its share capital structure in compliance with the provisions of the Companies Act, 2013 and other applicable laws. The details are as follows:

Pursuant to the Composite Scheme of Arrangement and Amalgamation ("Scheme") between Jain Recycling Private Limited (Transferor Company) and Jain Resource Recycling Limited (Formerly Known as Jain Resource Recycling Private Limited) (Transferee Company), as sanctioned by the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, vide its order dated January 21,2025, and made effective on January 31, 2025:

1. Redemption of Preference Shares:

The 0.01% Optionally Convertible and Redeemable Preference Shares (OCRPS) held by KSJ Infrastructure Private Limited, being the sole OCRPS allottee, were fully redeemed and cancelled by returning an amount of Rs. 30,00,16,000/- (Rupees Thirty Crores and Sixteen Thousand Only) equivalent to Rs. 136/- (Rupees One Hundred and Thirty-Six) per preference share.

2. Revision of Authorised Share Capital:

The authorised share capital of the Company was deemed to be increased and altered, without any further act or deed, from Rs. 40,00,00,000 (Rupees Forty Crore) to Rs. 42,50,00,00 (Forty- two Crore fifty Lakhs) comprising of Rs. 40,00,00,000 (Rupees Forty Crore) divided into

4.00. 00.000 (Four Crore) equity shares of Rs. 10/- (Rupees Ten Only) each and Rs. 2,50,00,000 (Rupees Two Crore Fifty Lakh) divided into 25,00,000 (Twenty-Five Lakh) 0.01% Optionally Convertible and Redeemable Preference share Capital of Rs. 10 (Rupees Ten Only) each to Rs.

62.50.00. 000 (Rupees Sixty-Two Crores Fifty Lakhs only) divided into 6,25,00,000 (Six Crores Twenty-Five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only) to Rs. 62,50,00,000 (Rupees Sixty-Two Crores Fifty Lakhs only) comprising of 6,25,00,000 equity shares of Rs. 10/- each.

Further, considering the Company's proposal to undertake a rights issue, and to ensure adequate headroom for issuance of additional equity shares, the Board of Directors, in its meeting held on February 25,2025 and the shareholders in their meeting held on February 26, 2025, approved an increase in the authorised share capital of the Company from Rs. 62,50,00,000 (Rupees Sixty-Two Crores Fifty Lakhs only) divided into 6,25,00,000 (Six Crores Twenty-Five Lakhs only) Equity Shares of Rs. 10/- each (Rupees Ten only) to Rs. 82,50,00,000 (Indian Rupees Eighty-Two Crores Fifty Lakhs only) divided into 8,25,00,000 (Eight Crores Twenty-Five Lakhs only) equity shares of Rs. 10/- each (Rupees Ten only) by addition of 2,00,00,000 (Two Crores only) equity shares of Rs. 10/- each (Rupees Ten only).

Further, the Board of Directors, in its meeting held on March 17,2025 and the shareholders in their meeting held on March 03, 2025, approved the sub-division of authorised share capital from Rs. 82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs only) divided into 8,25,00,000 (Eight Crores Twenty-Five Lakhs only) Equity Shares of Rs. 2/- each (Rupees Two only) to Rs. 82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs only) divided into 41,25,00,000 (Forty- One Crores Twenty-Five Lakhs only) equity shares of Rs. 2/- each (Rupees Two only).

3. Amalgamation of Transferor Company:

Jain Recycling Private Limited stood amalgamated with and into Jain Resource Recycling Limited (Formerly Known as Jain Resource Recycling Private Limited) and was dissolved without winding up, with effect from the appointed date (i.e. April 1, 2024).

4. Allotment of Equity Shares

a. Pursuant to the Scheme of Arrangement and Amalgamation: 2,12,14,393 equity shares of Rs. 10/- each were allotted as under:

• 2,11,93,200 shares to Mr. Kamlesh Jain

• 21,193 shares to Mr. Mayank Pareek.

b. Rights Issues:

On 11 March 2025, 2,40,776 equity shares of Rs. 10/- each were allotted at an issue price of Rs. 78/- per share (Rs. 10 face value + Rs. 68 premium).

On 12 March 2025, 1,89,232 equity shares of Rs. 10/- each were allotted at an issue price of Rs. 78/- per share (Rs. 10 face value + Rs. 68 premium).

5. Issue and Conversion of Optionally Fully Convertible Debentures (OFCDs):

During the year under review, the Company raised funds through the issue of unsecured, Optionally Fully Convertible Debentures ("OFCDs") on a private placement basis. On 8^th August 2024, the Company allotted 10,000 OFCDs of face value Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating to Rs. 100 crore (Rupees One Hundred Crore only) — 5,000 OFCDs to Suryavanshi Commotrade Private Limited and 5,000 OFCDs to Bengal Finance and Investment Private Limited.

Subsequently, on 17^th August 2024, a further 3,000 OFCDs of face value Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating to Rs. 30 crore (Rupees Thirty Crore only), were allotted to Mcjain Infoservices Private Limited.

On 13^th March 2025, pursuant to the exercise of the conversion option by the respective holders, the Company allotted an aggregate of 20,36,776 fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each at a conversion price of Rs. 638.26 per share (comprising Rs. 10/- face value and Rs. 628.26 premium), consisting of 15,66,750 shares on conversion of 10,000 OFCDs and 4,70,026 shares on conversion of 3,000 OFCDs.

The details of changes in the capital structure are as below.

Particulars	No of Share	Face value Rs.	Total Paid-up Capital Rs.
Equity Shares
Equity share Capital as on April 1, 2024	4,10,25,641	10	41,02,56,410
Allotment of Equity shares during the year	2,36,81,177	10	23,68,11,770
Sub-Division of Equity Shares	33,45,64,090	2	64,70,68,180
Paid-up Share Capital as on March 31, 2025	33,45,64,090	10	64,70,68,180
0.01% Optionally Convertible and Redeemable Preference Shares*
Preference share Capital as on April 1, 2024	22,06,000	10	2,20,60,000
Redemption of Preference shares during the year	22,06,000	10	2,20,60,000
Preference Share Capital as on March 31, 2025	NIL

8. Public Deposits

During the year under review, the Company has not accepted any amount falling within purview of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time)

9. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has not declared any dividend in the past years and hence no amount is due for transfer to the Investor Education and Protection Fund.

10. Annual Return

Pursuant to the provisions of Section 92(3) & 134(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), the Annual Return of the Company in prescribed e-Form MGT-7 is placed on the website of the Company and is available at https:/ /www.jainmetalgroup.com.

11. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), M/s. MSKC & Associates LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the 03^rd Annual General Meeting of the Company held on September 09, 2024 for a term of 5 (Five) years commencing from 03^rd Annual General Meeting till the conclusion of Annual General Meeting of the Company to be held on 2029.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company. The Audit Committee reviews independence and objectivity of the Auditors and effectiveness of the audit process.

The Statutory Auditor's Report issued by M/s. MSKC & Associates LLP for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer. The Notes to Accounts referred to in the Auditors' Report are self-explanatory, therefore, do not call for any further clarifications under Section 134(3)(f) of the Act.

12. Frauds Reported by the Auditors

No fraudulent activities were reported by the auditors of the Company during the period under review pursuant to the provision of Section 143(12) of the Companies Act, 2013.

13. Secretarial Audit

As per Section 204 (1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit is applicable to the Company for the financial year 2023-24.

The company has appointed Mr. Krishnan Chandrasekaran, Practicing Company Secretary (Membership No. A-63349 and Certificate of Practice No. 24015) as Secretarial Auditor of the Company for the financial year 2024-25. The Company has taken the necessary steps to comply with Secretarial Standards applicable to the Company.

Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report is annexed herewith as "Annexure- C". There are no qualification/ observations in the said Report.

14. Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013

The Company is required to maintain cost records and to appoint Cost auditors under Section 148(1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. The provision of maintenance of cost audit records and filing the same is applicable to the Company for the Financial year 2024-25 under review. Accordingly, Mr. B. Venkateswar, Cost Accountants, (M. No.27622 Firm Registration Number - 100753) has been appointed as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules 2014, for the Financial Year ending March 31, 2024.

The Board of Directors of the Company at their meeting held on 26^th April 2024 had appointed Mr. B. Venkateswar, Cost Accountants, (M. No.27622 Firm Registration Number -100753) as the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant products as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2024-25.

15. Internal Audit

The company had appointed M/s SKK & Co., Chartered accountants and M/s. Robin Kansal & Associates, Chartered accountants, as Internal Auditors of the Company for the financial year 2024-2025.

16. Explanation or Comments by the Board on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Report

There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report.

17. Details in respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements.

The Company has established and maintained adequate Internal Financial Controls ("IFCs") commensurate with the size and nature of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of financial statements in accordance with applicable accounting standards.

During the year under review, the IFCs were found to be operating effectively. The Statutory Auditors have not reported any material weakness or significant deficiency in the design or operation of such controls

18. Change in the Nature of Business

There was no change in the nature of business of the Company during the Financial Year 2024- 2025.

19. Board, Committees of the Board & Key Managerial Personnel

a. Composition of the Board

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non- Executive and Independent Directors.

The Board has 7 (Seven) Directors comprising seven Directors, of which three are Executive Directors and four are Independent Directors (including one woman independent director) as on March 31, 2025.

During the year under review,

a. Mr. Mayank Pareek (DIN: 00595657) was re-designated from Non-Executive Director to Joint Managing Director, for a term of 5 (Five) years w.e.f. February 25, 2025 to February 24, 2030, by the Members of the Company on February 26, 2025.

b. The Board at its Meeting held on February 25, 2025 and the Shareholders at their meeting held on February 26, 2025 approved the re-designation of Mr. Hemant Shantilal Jain (DIN: 06545627) from Non-Executive Director to Executive Director & Chief Financial Officer of the Company for a term of 5 (Five) years from February 25, 2025 to February 24, 2030. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insights. They have a strong commitment to the Company and devote sufficient time to the Meetings.

c. Mr. Shreyansh Jain (DIN: 06918373) was resigned from the post of directorship with effect from March 01, 2025

b. Composition of the Committees

In terms of the Companies Act, 2013 and SEBI Listing Regulations following Committees are constituted by the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Borrowing and Investment Committee

• Allotment and Transfer Committee

• ESG Committee

In addition to the above, the Board had also constituted IPO Committee to undertake decisions pertaining to IPO Process of our Company. Brief details pertaining to composition, meetings held, attendance of the Directors at such Meetings and other relevant details of the Committees of the Board are given below:

I. Composition of Audit Committee as on March 31, 2025

Sr. NO. Name of Members	Position in Committee	Designation
1. Ms. Revathi Raghunathan	Chairman	Independent Director
2. Mr. Kandaswamy Paramasivan	Member	Independent Director
3. Mr. Hemant Shantilal Jain*	Member	Director And Chief Financial Officer

* Hemant Shantilal Jain ceased to be a member effective 24th June 2025, and Mayank Pareek, Joint Managing Director, was appointed as a member of the Audit Committee on the same date.

II. Composition of Nomination and Remuneration Committee as on March 31,2025

Name of Members	Position in Committee	Designation
1. Mr. Kandaswamy Paramasivan	Chairman	Independent Director
2. Mr. Revathi Raghunathan	Member	Independent Director
3. Mr. Jayaramakrishnan Kannan	Member	Independent Director

III. Composition of Stakeholders' Relationship Committee as on March 31, 2025

Sr. NO. Name of Members	Position in Committee	Designation
1. Mr. Rajendra Kumar Prasan	Chairman	Independent Director
2. Mr. Hemant Shantilal Jain	Member	Director And Chief Financial Officer
3. Mr. Mayank Pareek	Member	Joint Managing Director

IV. Composition of Corporate Social Responsibility Committee as on March 31, 2025

Name of Members	Position in Committee	Designation
1. Mr. Jayaramakrishnan Kannan	Chairman	Independent Director
2. Mr. Kamlesh Jain	Member	Managing Director
3. Mr. Mayank Pareek	Member	Managing Director

V. Composition of Borrowing and Investment Committee as on March 31, 2025

Sr. NO. Name of Members	Position in Committee	Designation
1. Mr. Kamlesh Jain	Chairman	Managing Director
2. Mr. Mayank Pareek	Member	Joint Managing Director
3. Mr. Hemant Shantilal Jain	Member	Director And Chief Financial Officer
VI. Composition of Allotment and Transfer Committee as on March 31, 2025
Sr. NO. Name of Members	Position in Committee	Designation
1. Mr. Kamlesh Jain	Chairman	Managing Director
2. Mr. Mayank Pareek	Member	Joint Managing Director
3. Mr. Hemant Shantilal Jain	Member	Director And Chief Financial Officer

VII. Composition of ESG Committee as on March 31, 2025

Chairperson	Mayank Pareek
ESG Committee Secretary	Amit Parakh
ESG Working Group
Group	Member	Designation
Environment Working Group Head	Vi jay Kumar
Environment Working Group	Vijay Kumar	Corporate Office
	Ashok Kumar	JRR Plant Head
	Jitendra Kumar	JRLP Plant Head
	Purushottam Kumar	JGT Plant Head
	Kishan Maurya	Admin & Planning Head
Employee Working Group Head	P.V. Sathyamoorthy
Employee Working Group	Karthik	HR Head
	P.V.Sathya Moorthy	Admin Head
Product Working Group Head	Shreyansh Jain
Product Working Group	Shreyansh Jain	Supply Chain Head
	Amit Parakh	Sales Head
	Anis Rehman	IT Head
Product Working Group Head	Hemant Jain
Governance Working Group	Mukul Doshi	Accounts Head
	Abhi Jain	Finance Head
	Bibhu Kalyan Rauta	Legal Head

VIII. Composition of ESG Committee as on March 31, 2025

Sr. NO. Name of Members	Position in Committee	Designation
1. Mr. Kamlesh Jain	Chairman	Managing Director
2. Mr. Mayank Pareek	Member	Joint Managing Director
3. Mr. Jayaramakrishnan Kannan	Member	Independent Director

20. Details of Board Meeting Conducted During the Financial Year ended March 31, 2025

The Company had conducted 38 (Thirty-Eight) board meetings during the financial year 2024- 2025 details of which are given below:

Date of Board Meeting	Board Strength	No. of Directors Present
01/04/2024	4	4
26/04/2024	4	4
11/05/2024	4	4
27/05/2024	4	4
28/05/2024	4	4
07/06/2024	4	4
24/06/2024	4	4
25/06/2024	4	4
27/06/2024	4	4
09/07/2024	4	4
16/07/2024	4	4
02/08/2024	4	4
06/08/2024	4	4
08/08/2024	4	4
13/08/2024	4	4
17/08/2024	4	4
30/08/2024	4	4
05/09/2024	4	4
23/09/2024	4	4
01/10/2024	4	4
08/10/2024	4	4
14/11/2024	4	4
04/12/2024	4	4
31/12/2024	4	4
02/01/2025	4	4
22/01/2025	4	4
31/01/2025	4	4
04/02/2025	4	4
05/02/2025	4	4
25/02/2025	4	4
26/02/2025	4	4
04/03/2025	3	3
11/03/2025	3	3
12/03/2025	3	3
13/03/2025	3	3
17/03/2025	3	3
21/03/2025	7	7
27/03/2025	7	7

21. Appointment of Independent Director

The provisions of Section 149 of the Companies Act, 2013, pertaining to the appointment of Independent Directors, are applicable to the Company, and the Company has complied with the same during the year under review.

The Board, through a circular resolution passed on 18^th March 2025, approved the appointment of the following individuals as Additional Directors (Non-Executive and Independent) in the capacity of Non-Executive Independent Directors:

a. Mrs. Revathi Raghunathan (DIN: 01254043) - Woman Independent Director,

b. Mr. Jayaramakrishnan Kannan (DIN: 06551104),

c. Mr. Rajendra Kumar Prasan (DIN: 00835879), and

d. Mr. Kandaswamy Paramasivan (DIN: 10918218)

Subsequently, the Shareholders, at their meeting held on 19^th March 2025, approved and regularised their appointments as Independent Directors of the Company for a term of three (3) consecutive years, commencing from 19^th March 2025 and ending on 18^th March 2028.

22. Director(s) liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mayank Pareek (DIN: 00595657), Joint Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors recommends his re-appointment for the approval of the members at the Annual General Meeting.

23. Declaration by Independent Directors

All Independent Directors of your Company have submitted their declaration of independence as required under provisions of Section 149(7) of the Act. These declarations affirm that they meet the criteria of independence as provided in Section 149(6) of the Act and are not disqualified from continuing as Independent Directors of your Company.

The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human resource development and general management as required to fulfil their duties as Independent Directors.

Further, in terms of the provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs (TICA'). These declarations/ confirmations have been placed before the Board.

24. Directors and Key Managerial Personnel

During the year 2024-2025 under review, the details of the changes in the Directors and Key Managerial Personnel of the Company are as follows:

Name	Designation	Changes during the year, if any
1. Mr. Kamlesh Jain	Chairman Cum Managing Director	Nil
2. Mr. Hemant Shantilal Jain	Executive Director and Chief Financial Officer	Re-designated on 25^thFebruary 2025
3. Mr. Mayank Pareek	Joint Managing Director	Re-designated on 25^thFebruary 2025
4. Mr. Shreyansh Jain	Director	Resigned on 01^st March 2025
5. Mrs. Revathi Ragunathan	Additional Director	Appointed on 19^thMarch 2025
6. Mr. Jayaramakrishnan Kannan	Additional Director	Appointed on 19^thMarch 2025
7. Mr. Rajendra Kumar Prasan	Additional Director	Appointed on 19^thMarch 2025
8. Mr. Kandaswamy Paramasivan	Additional Director	Appointed on 19^thMarch 2025
9. Mrs. Revathi Ragunathan	Independent Director	Regularised on 19^thMarch 2025
10. Mr. Jayaramakrishnan Kannan	Independent Director	Regularised on 19^thMarch 2025
11. Mr. Rajendra Kumar Prasan	Independent Director	Regularised on 19^thMarch 2025
12. Mr. Kandaswamy Paramasivan	Independent Director	Regularised on 19^thMarch 2025
13. Mr. Amit Kumar Parakh	Company Secretary	Resigned on 07^lhOctober 2024
14. Mr. Bibhu Kalyan Rauta	Company Secretary and Compliance Officer	Appointed on 08^thOctober 2024

Shareholding of Directors

Name	No. of Shares
1. Kamlesh Jain	25,81,15,160
2. Mayank Pareek	62,68,030

The details of loan taken from Directors / given to Directors, is given below:

Name	Designation	Nature of Loan	Loan outstanding as on March 31, 2025 (amount in Million Rs.)
1. Kamlesh Jain	Managing Director	Loan taken from Director	865.60
2. Hemant Shantilal Jain	Director and Chief Financial Officer	Loan taken from Director	21.15
3. Mayank Pareek	Joint Managing Director	Loan taken from Director	37.50

25. Key Managerial Personnel

As on the date of this report, the Company has four Key Managerial Personnel as per the Companies Act, 2013 i.e., MD, Chief Financial Officer and Company Secretary:

Name of Key Managerial Personnel	Designation
1. Mr. Kamlesh Jain	Managing Director
2. Mr. Mayank Pareek	Joint Managing Director
3. Mr. Hemant Shantilal Jain	Executive Director and Chief Financial Officer
4. Mr. Bibhu Kalyan Rauta	Company Secretary and Compliance Officer

26. Director Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

1. in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

27. Details of significant material orders passed by regulators/courts/ tribunals against the going concern status of the company.

No significant and material order has been passed by the regulators, courts, tribunals impacting on the going concern status and Company's operations in future.

28. Material Changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial Statements relate and the date of the Report

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

29. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements

30. Details of buyback, sweat equity, bonus issue and stock options

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

31. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2025, the Company has three subsidiary, Jain Green Technologies Private Limited, Jain Ikon Global Ventures (FZC) and Jain Investment (Private) Limited and one associate company, Sun Minerals Mannar (Private) Limited. The Company does not have any joint ventures.

The information as required under first proviso to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure - D

32. Investment in the Subsidiaries

During the year under review, the Company has made following investment in the subsidiary by acquiring:

a. 51 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each aggregating to 76,500 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture (FZC).

b. 19 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each aggregating to 28,500 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture (FZC).

c. 28 Equity Shares of face value of DHS 1500/- each at the rate of DHS 1500/- each aggregating to 42,000 DHS from Ikon Square Limited, UAE of Jain Ikon Global Venture (FZC).

33. Details of Conservation of Energy, Technology Absorption as mentioned in Rule 8 Companies (Accounts) Rules, 2014

Statement giving the details of conservation of energy, technology absorption and foreign exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows:

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy	The Company is taking adequate steps to conserve the energy at all the levels and has also implemented various measures for reduction in consumption of energy like:
	a. Installation of Energy Efficient Machines.
	b. Education and Awareness for effective energy control.
	c. Using LED lighting throughout the facility.
	d. Installation of liquid oxygen plant for better fuel management. e. Utilizing sky-lighting within the plant.
The steps taken by the company for utilizing alternate sources of Energy	The Company is procuring 2.6 MW of solar power from third party suppliers towards its commitment to sustainability
The capital investment on energy conservation equipment	NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	NA
The benefits derived like product improvement, cost reduction, product development or import substitution	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
The expenditure incurred on research and development	NA
(C) FOREIGN CURRENCY TRANSACTIONS
Total Income earned in Foreign Currency during the year	Rs. 23,588.83 millions
Total expenditure incurred in Foreign Currency during the year	(Rs. 25,232.84) millions

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

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, no such complaints were received.

35. Disclosure under Maternity Benefits Act, 1961:

The Company has women employees in its employment, and therefore, the provisions of the Maternity Benefit Act, 1961 are applicable to the Company during the financial year 2024-25.

36. Particulars of Contracts or Arrangements Made with Related Parties

The details of transaction with Related Party in accordance with the provisions of the Companies Act, 2013 are given in AOC-2 as an Annexure-B to this report.

All transactions with related parties are in the ordinary course of business and on arms length basis.

Details of transactions, contracts and arrangements entered into with related parties by the Company during the FY 2024-25 are given in the Notes to the Standalone Financial Statements, which forms part of the Annual Report.

37. Company's Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178(1) of the Companies Act, 2013. The Committee has formulated a policy on matters relating to the appointment of Directors, payment of managerial remuneration, criteria for determining qualifications, positive attributes and independence of Directors, and other related matters as provided under Section 178(3) of the Act.

Remuneration to Non-Executive/ Independent Director

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committees or such amount as may be prescribed from time to time

Managerial Remuneration

The remuneration paid to Executive Directors is approved by the Board, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

38. Particulars of Employees

Disclosures pertaining to remuneration and other details 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 ('Rules') forms part of the report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members.

Name of employee	Mr. Mayank Pareek
Designation of Employee	Joint Managing Director
Remuneration received (in Rs.)	1,38,99,993
Nature of Employment whether contractual or otherwise qualifications and experience of the employee	Engaged as whole-time key managerial personnel in the capacity of Executive Director, on terms approved by shareholders B.Com, Chartered Accountant
Date of Commencement of Employment	23/05/2022
Age of employee	58 Years
Last employment held by such employee before joining the company	Fervent Global LLP
% of equity share capital held, if any	1.94%
If he/she is a relative of director/manager, name of such director/manager

39. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, the Company has established a Vigil Mechanism/Whistle Blower Policy. The policy enables Directors and employees to report genuine concerns or grievances, significant deviations from key management policies, and any non-compliance or wrongful practices, including but not limited to unethical behaviour, fraud, violation of law, or inappropriate conduct.

The objective of this mechanism is to provide a structured redressal system for addressing complaints related to questionable accounting practices, deficiencies in internal controls, or fraudulent reporting of financial information.

The Whistle Blower Policy is in compliance with the provisions of the Act and is available on the Company's website.

40. Board Evaluation

Pursuant to provisions of the Act, annual performance evaluation of the Directors including the Chairperson, Board and its Committees has been carried out. As part of the evaluation process, individual criteria for each of the exercise was formulated. Each member of the Board/Committee/Director was sent a formal questionnaire to evaluate different categories based on several parameters. According to the Act, they had to rate each parameter individually.

41. Risk Management

Risk is an integral and unavoidable aspect of business. While risks cannot be entirely eliminated, an effective risk management program ensures that they are reduced, avoided, mitigated, or appropriately shared. The Company has implemented a comprehensive risk management framework to proactively identify and address potential risks, thereby enhancing risk management practices and strengthening the overall resilience of its business operations.

42. Corporate Social Responsibility

The Company has developed and implemented CSR Policy and taken initiatives during the year as per the Companies (Corporate Social Responsibility Policy), Rules, 2014 and the Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) has been appended as Annexure-A to this Board's Report.

The Company's CSR Policy is displayed in the Company's website https:/ /www.jainmetalgroup.com. The Company spent around Rs. 2,93,48,631/- (Rupees Two Crore Ninety-Three Lakh Forty-Eight Thousand Six Hundred and Thirty-One Only) towards its CSR initiatives during the year.

43. Details of application made or any preceding pending under IBC, 2016 during the FY along with the current status.

No application has been filed or pending under IBC, 2016 against the Company. Hence the said provision is not applicable to the Company.

44. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company has not undergone any one-time settlement.

45. ACKNOWLEDGEMENTS

Your Director's place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors
JAIN RESOURCE RECYCLING LIMITED
(Formerly Known as Jain Resource Recycling Private Limited)
Kamlesh Jain	Mayank Pareek
Managing Director	Joint Managing Director
DIN:01447952	DIN: 00595657
Place: Chennai
Date: 24.08.2025