Jagatjit Industries Ltd Directors Report

Dear Members,

The Board of Directors of Jagatjit Industries Limited have pleasure in presenting the 81 st [Eighty First] Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 st March, 2026.

FINANCIAL SUMMARY

The Board Report is prepared on the basis of standalone financial statements of the Company. The Companys financial performance for the year under review along with previous years figures is given hereunder:

[ in Lacs]

	2025-26	2024-25
Profit/[Loss] for the year after charging all expenses excluding financing charges and depreciation	6456	1424
Deduct : Financing Charges	3616	2802
Cash Profit/(Loss)	2840	(1378)
Deduct: Depreciation/Amortization	1822	927
Profit/(Loss) for the year before taxation and exceptional Items	1018	(2305)
Exceptional Items	-	-
Profit/(Loss) for the year before taxation and after exceptional Items	1018	(2305)
Tax Expenses
- Income tax adjustment related to earlier years	1	-
Profit/(Loss) after tax from discontinuing operations	(11)	(23)
Profit/(Loss) after tax for the year	1006	(2328)
Other Comprehensive Income
Fair value changes on Equity Instruments	0	[1]
- Re-measurement Gains/[Losses] on defined Benefit Plans	42	9
Total Comprehensive Income for the period	1048	(2320)

STATE OF COMPANYS AFFAIRS

During the year under review, the Gross Turnover [including income from Services & Other Sources] was 47585 Lacs as compared to 67034 Lacs during the previous year. The Company earned total comprehensive income of 1048 Lacs as compared to loss of 2320 Lacs during the previous year. The Company sold 3.43 million IMFL cases as against 3.03 million IMFL cases during the previous year. The Company is also engaged in manufacturing of Country liquor in the state of Punjab & Rajasthan, where it recorded gross volume of around 1.85 million cases as against 2.49 million cases during the previous year.

During FY 2025-26, while the Company continued to navigate challenges from volatile raw material costs, evolving regulatory frameworks, and the transition from legacy supply agreements, it remained steadfast in its commitment to strategic agility and sustainable growth. With sharper execution and renewed focus, the Company is confident in its ability to strengthen profitability and capture emerging opportunities across domestic and

international markets.

To harness Indias ongoing premiumisation boom, the Company is preparing for the launch of its single-malt whisky. On the global front, Jagatjit has widened its export footprint, targeting a stronger volume share and brand presence in international markets.

A major milestone for FY 2025-26 is the commencement of commercial production at the Companys 200 KLPD grain-based ethanol plant, which is poised to deliver meaningful enhancements in both revenue and profitability. The Company remains fully committed to its core portfolio Indian Made Foreign Liquor and Country Liquor while strategically expanding into new domestic states and overseas geographies to unlock fresh growth streams. These initiatives set the stage for Jagatjit Industries to seize emerging opportunities, drive sustainable long-term success, and reinforce its leadership in both domestic and global alcobev markets.

During the year under review, the Company sold its Gurugram property and utilized the proceeds towards the reduction of its debt

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obligations through part prepayment of the Term Loan availed from IndusInd Bank. Consequently, the outstanding loan amount was significantly reduced from 1 58.68 crore to 49.63 crore. This strategic deleveraging initiative has strengthened the Companys balance sheet, improved its leverage profile, and enhanced its longterm financial stability. The reduction in debt reflects the Companys continued focus on prudent financial management and creating a stronger foundation for sustainable growth.

TRANSFER TO GENERAL RESERVE

During the year under review, no amount was transferred to General Reserve.

DIVIDEND

The Board proposes utilizing the profits for the operations of the Company and accordingly does not recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and to the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no material change in the nature of business of the Company, except the commencement of commercial production at the Companys 200 KLPD grain-based ethanol plant.

SHARE CAPITAL

There was no change in the Authorized Share Capital and the Issued, Subscribed and Paid-up Share Capital of the Company during the year. As on 31 st March, 2026, the Company has Authorized Share Capital of 75,00,00,000/- comprising of 7,50,00,000 Equity Shares of 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is 46,78,25,280/- divided into 4,67,82,528 fully paid-up equity shares of 10/- each.

EMPLOYEES STOCK INCENTIVE PLAN

Pursuant to the approval of shareholders in the 76 th Annual General Meeting held on 30 th September, 2021, the Company has introduced and implemented the Jagatjit Industries Limited Stock Incentive Plan, 2021 (JIL SIP 2021 / Plan), in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Nomination and Remuneration Committee (NRC Committee) of the Board administers and monitors the JIL SIP 2021. During the year under review, no further stock options were granted to the eligible employees.

Disclosures required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Options as

at 31 st March, 2026 are given in Annexure - 1 to this Report.

Further, a certificate from the Secretarial Auditors on the implementation of the Companys Employees Stock Incentive Plan will be available at the ensuing Annual General Meeting for the inspection of the Members.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits, falling within the ambit of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014. As on 31 st March, 2026, no amount on account of principal or interest related to deposits was outstanding.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding Company:

M/s LPJ Holdings Private Limited holds 64.36% voting rights in the Company i.e Jagatjit Industries Limited as on 31 st March, 2026 and by virtue of such holding M/s Jagatjit Industries Limited continued to be subsidiary company of M/s LPJ Holdings Private Limited as per the provisions of Section 2(87) of the Companies Act, 2013.

Subsidiary and Associate Companies:

During the year under review, M/s JIL Trading Private Limited, M/s L. P. Investments Limited, M/s Natwar Liquors Private Limited, M/s Sea Bird Securities Private Limited and M/s S. R. K. Investments Private Limited continued to be the subsidiary companies of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2025-26 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (Ind ASs) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 (SEBI (LODR) Regulations) which shall be placed before the members in their forthcoming Annual General Meeting (AGM).

In accordance with Section 129 (3) of the Act, a statement containing the salient features of the financial statements of subsidiary/ associate companies is being provided as Annexure in Form AOC1 to the consolidated financial statements of the Company and therefore not being repeated to avoid duplication.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the provisions of Section 1 52 of the Act and in terms of the Articles of Association of the Company, Ms. Roshini Sanah Jaiswal (DIN: 00887811), Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Board recommends her reappointment.

Appointment / re-appointment

Mr. Ravi Manchanda [DIN: 001 52760] was last re-appointed as Managing Director by the Shareholders of the Company in the Annual General Meeting held in the year 2024 for a term of 2 [Two] years with effect from 1 st October, 2024 and his present term shall end on 30 th September, 2026.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its meeting held on 24 th August, 2026 has approved the re-appointment of Mr. Ravi Manchanda, as Managing Director for another term of 2 [Two] years with effect from 1 st October, 2026. The re-appointment is subject to the approval of the Shareholders in the ensuing AGM. In view of the contribution of Mr. Ravi Manchanda during his tenure, the Board recommends his re-appointment as Managing Director for a further period of two years.

Ms. Roshini Sanah Jaiswal [DIN: 00887811] was appointed as Executive Director by the Shareholders of the Company in the Annual General Meeting held in the year 2023 for a term of 3 [Three] years with effect from 1 st September, 2023 and her present term shall end on 31 st August, 2026.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its meeting held on 24 th August, 2026 has approved the re-appointment of Ms. Roshini Sanah Jaiswal, as Executive Director for next term of 3 [Three] years with effect from 1 st September, 2026. The reappointment is subject to the approval of the Shareholders in the ensuing AGM. In view of the contribution of Ms. Roshini Sanah Jaiswal during her current tenure, the Board recommends her reappointment as Executive Director for a further period of three years.

Key Managerial Personnel

During the year under review, Mr. Ravi Manchanda, Managing Director and Mr. Roopesh Kumar, Company Secretary continued to be the Key Managerial Personnel [KMP] of your Company. Mr. Anil Vanjani, Chief Executive Officer & CFO [KMP] resigned w.e.f. 9 th July, 2025.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 25 th September 2025, had appointed Mr. Anil Singal as the Chief Financial Officer [Key Managerial Personnel] of the Company. Subsequently, Mr. Anil Singal tendered his resignation and ceased to be the Chief Financial Officer [Key Managerial Personnel] of the Company with effect from 20 th August 2026.

Further, on the recommendation of the Nomination and Remuneration Committee of the Board, the Directors in their meeting held on 27 th April, 2026 appointed Mr. Roopak Chaturvedi as Chief Executive Officer [KMP] of the Company.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The number of meetings of the Board and various Committees thereof are set out in the Corporate Governance Report which

forms part of this report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI [LODR] Regulations, as applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134[3] [c] read with Section 1 34 [5] of the Act, the Directors state that:

[a] in the preparation of Annual Accounts for the year ended 31 st March, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

[b] 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 at the end of the financial year and of the profit and loss of the Company for that period;

[c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[d] the Directors have prepared the annual accounts of the Company on a going concern basis;

[e] the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee or the Board, under section 143[12] of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in this Report.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from each Independent Director that he/she meets the criteria of independence as laid down under the Act read with Schedule IV and Rules made thereunder, as well as SEBI [LODR] Regulations including any amendment thereof. The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill / meet the criteria of independence.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 178(1 ] of the Act read with Rules made thereunder and SEBI [LODR] Regulations, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company have approved a policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters provided U/s 1 78[4]of the Act. The broad parameters covered under the Policy are:

- Principle and Rationale

- Company Philosophy

- Guiding Principles

- Nomination of Directors

- Remuneration of Directors

- Evaluation of the Directors

- Nomination and Remuneration of the Key Managerial Personnel [other than Managing/ Whole-time Directors], Key- Executives and Senior Management.

- Remuneration of other employees.

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178[3] of the Act forms part of this report. The policy is available on the website of the Company i.e. www.jagatjit.com.

The policy is not being sent along with this Report to the members of the Company in line with the provisions of Section 1 36 of the Act. The aforesaid Policy is available for inspection by Members at the Registered Office of the Company up to the date of the ensuing AGM during the business hours on all working days, except Saturdays. Members who are interested in obtaining these particulars of the said policy may write to the Company Secretary at the Registered Office of the Company.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 [3] [p] of the Act and the rules made thereunder, the Board was required to carry out Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17 [10] of SEBI [LODR] Regulations and Schedule IV of the Act, the performance evaluation of the independent directors was also to be done by the Board of Directors. Accordingly, the Board has carried out the annual evaluation of the Directors individually including the Independent Directors [wherein the concerned director being evaluated did not participate], the Board as a whole and following Committees of the Board of Directors:

i] Audit Committee;

ii] Nomination and Remuneration Committee;

iii] Stakeholders Relationship Committee; and

iv] Corporate Social Responsibility Committee.

The evaluation affirmed that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was acknowledged that every Director and the Committee of the Board contributed its best in the overall performance of the Company.

ANNUAL RETURN

In accordance with section 92[3] of the Companies Act, 2013 read with the Companies [Management and Administration] Rules, 2014, the draft annual return in e-form MGT-7 for financial year 2025-26 has been uploaded on Companys website www.iagatiit.com . Members may also note that the annual return being uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs [MCA].

AUDITORS AND AUDITORS REPORT

The Members of the Company vide their resolution passed at the 76 th [Seventy Sixth] AGM, appointed M/s. V. P. Jain & Associates, Chartered Accountants, New Delhi [FRN 015260N] as Statutory Auditors of the Company for a term of 5 [five] years to hold office from the conclusion of 76 th Annual General Meeting [AGM] until the conclusion of the ensuing AGM of the Company to be held in the calendar year 2026.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act [including any statutory modification or re-enactment thereof for the time being in force] and the Companies [Audit and Auditors] Rules, 2014, as amended from time to time, M/s. V. P. Jain & Associates are proposed to be re-appointed as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 81st AGM till the conclusion of the 86th AGM to be held in the calendar year 2031, subject to approval of Members in the ensuing AGM. The necessary resolution for re-appointment of M/s. V. P. Jain & Associates as Statutory Auditors form part of the Notice convening the ensuing AGM.

The Auditors Report does not contain any qualification, reservation or adverse remarks. Other observations of the Statutory Auditors in their reports on standalone and consolidated financial statements are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the

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Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Shareholders at their 80 th Annual General Meeting held on 26 th September, 2025 had approved the appointment of M/s. Saqib & Associates, Company Secretaries, a peer reviewed firm [PR No: 2019/2022] as the Secretarial Auditors of the Company for a term of five [5] consecutive financial years from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report received from the Secretarial Auditors in Form No. MR-3 does not contain any qualification, reservation, adverse remark or disclaimer and forms part of this report and is annexed herewith as Annexure-2 .

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the financial year ended 31 st March, 2026 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, as received from M/s. Saqib & Associates, Company Secretaries, Secretarial Auditors of the Company, was submitted to the Bombay Stock Exchange.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records w.r.t. Extra Neutral Alcohol [ENA] & Ethanol, to be conducted by a Cost Accountant in practice.

Cost Audit Report for the financial year 2024-25 was duly filed by the Cost Auditors with the Ministry of Corporate Affairs in XBRL Mode within the due date of filing.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s P. K. Verma & Co., Cost Accountants, Chandigarh [Firm Registration No. 0005111 ], were appointed as the Cost Auditor of the Company for the year ended 31 st March, 2026.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s P. K. Verma & Co., Cost Accountants, Chandigarh [Firm Registration No. 0005111], as Cost Auditors of the Company for the financial year 2026-27, for conducting the audit of the cost records maintained by the Company. A resolution seeking members ratification for the remuneration payable to the Cost Auditors for the financial year 2026-27 shall form part of the notice of the 81 st Annual General Meeting of the Company and the same is recommended for your consideration and approval.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the financial year 2025-26 and the records shall be audited by the Cost Auditors M/s P. K. Verma & Co., Cost Accountants.

INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company generally has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested, and the Auditors reported that the Company generally has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls were generally operating effectively as on 31 st March, 2026. In some areas, the controls were effective but need to be further strengthened. The Company is taking necessary steps to further strengthen the same. In view of the provisions under the Act the report on the Internal Financial Control issued by M/s. V. P. Jain & Associates, Chartered Accountants, the Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements and for the sake of brevity; the same are not being repeated.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company with Related Parties, as defined under the Act and SEBI [LODR] Regulations, during the Financial Year 2025-26 were at arms length basis and in the ordinary course of business. As per the provisions of Section 188 of the Act and Rules made thereunder, read with Regulation 23 of SEBI [LODR] Regulations, your Company has obtained necessary approval of the Audit Committee before entering into such transactions and the same has been reviewed periodically.

Your Company has framed a Policy on Related Party Transactions in accordance with SEBI [LODR] Regulations and as per the amended provisions of the Act. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on the website of the Company at www.jagatjit.com.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the aforesaid Policy of the Company on Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company. Rather, they synchronised and synergised with the Companys operations. Attention of

Members is drawn to the disclosure of transactions with the related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of the Annual Report.

Since all the transactions which were entered into during the Financial Year 2025-26 were at arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2025-26 as per Related Party Transactions Policy, hence no details are required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 1 34 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are in accordance with the requirements of the Act. Presently, the CSR Committee comprises of Mr. Nagendra Kumar Chauhan, Independent Director, Mrs. Asha Saxena, Non-Executive Non-Independent Director and Mr. Ravi Manchanda, Managing Director as Members.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-3 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy of the Company as approved by the CSR Committee is also available on the website of the Company at www.iagatiit.com .

RISK MANAGEMENT

Companys business is exposed to a variety of risks which are inherent to a liquor manufacturing company in India. In this volatile, uncertain and complex operating environment, only companies that manage their risk effectively can sustain. Risk management is embedded in Jagatjits corporate strategies and operating framework, and the risk framework helps the Company to meet its objectives by aligning operating controls with the corporate mission and vision. The Companys risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place comprehensive risk assessment and minimization procedures, integrated across all operations and entails recording, monitoring and controlling enterprise risks and addressing them timely and comprehensively. The risks that the Company faces are reviewed by the Audit Committee and the Board from time to time and new risks are identified based on new business initiatives and the same are assessed. Risk minimisation framework and controls are designed and appropriately implemented.

The Board of Directors has adopted a formal Risk Management Policy for the Company and the same is available at the website of the Company at www.jagatjit.com.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31 st March, 2026 forms part of this report.

The above is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Act. The same is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing AGM during the business hours on all working days, except Saturdays. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 1 34(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this report and is annexed herewith as Annexure-4 .

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (LODR) Regulations, in both letter and spirit. The Companys core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from M/s. Saqib & Associates, Company Secretaries, confirming compliance with the requirements of Regulation 34 read with Schedule-V of the SEBI (LODR) Regulations forms part of this report and is annexed herewith as Annexure-5 .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule-V of the SEBI (LODR) Regulations is presented in separate section forming part of the Annual Report.

LISTING OF SHARES OF THE COMPANY

The shares of your Company are listed on the BSE Limited. The Listing fees for the Financial Year 2026-27 has been paid to the BSE Limited.

RESEARCH AND DEVELOPMENT (R&D)

The Company takes regular steps for R&D in the manufacturing process and optimum utilization of its resources. No major capital investment was made for R&D during the year under review.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable security laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include economic and political conditions in India and other countries in which the Company operates, volatility in interest rates, changes in government regulations and policies, tax laws, statutes and other incidental factors. The Company does not undertake to update these statements.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:-

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. Issue of Sweat Equity Shares.

5. The Company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

6. No one-time settlement was made with respect to any amount of loan raised by the Company from any banks or financial institution.

7. Further, the Board of Directors also confirms that the Company is in regular compliance of applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be at the forefront of the industry. We also take this opportunity to thank all our valued customers who have appreciated and cherished our products.

The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The Directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchanges, and other Central and State Government agencies. In addition, the Board appreciates the support and collaboration from supply chain partners and other business associates. We look forward to their continued partnership and support in the future.

For and on behalf of the Board For Jagatjit Industries Limited

Ravi Manchanda Nagendra Kumar Chauhan

Managing Director Director

(DIN.00152760) (DIN : 10731530)

Date: 24.08.2026 Place: New Delhi

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Annexure-1

DISCLOSURE UNDER REGULATION 14 OF SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021

Sl. No.	Particulars	Jagatjit Industries Limited - Stock Incentive Plan 2021 (JIL SIP - 2021/ the Plan)
1.	Any material change in the Plan and whether the Plan is in compliance with the regulations	The Shareholders had approved the Plan in their meeting held on 30 th September, 2021.
		No changes are carried out in the Plan.
		Further, the Plan is in compliance with the Securities and Exchange Board of India [Share Based Employee Benefits and Sweat Equity] Regulations, 2021.
2.	Following disclosures are made on the website of the Company - https://www.jagatjit.com/investors/financial
A.	Relevant disclosures in terms of the Guidance note on accounting for employee share-based payments issued by ICAI or any other relevant accounting standards as prescribed from time to time.
	Members may refer to the audited financial statement prepared as per Indian Accounting Standards [Ind AS] for the financial year 2025-26, available on https://www.jagatjit.com/investors/financial
B.	Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time.
	Basic and Diluted EPS for the year ended 31 st March, 2026 is [2.15] and [2.14] respectively.
C.	Details related to the Plan :
[i]	A description of the Plan that existed at any time during the year, including the general terms and conditions of the Plan, including-
	[a] Date of shareholders approval	The Plan has been approved by a resolution passed in the meeting of the Board of Directors of the Company held on 14 th August, 2021 and shareholders in their meeting held on 30 th September, 2021. The Plan has been approved for Eligible Employees of Jagatjit Industries Limited.
	[b] Total number of stock options approved under the Plan	The maximum number of Options approved pursuant to the Plan are 46,00,000 [Forty six Lacs] which shall be convertible into equal number of Equity Shares of the Company.
	[c] Vesting requirements	As per the plan, vesting period shall commence after minimum One [1] year from the grant date and it may extend upto maximum of Three [3] years from the grant date, at the discretion of and in the manner prescribed by the Nomination and Remuneration Committee of the Board.
	[d] Exercise price or pricing formula	The Options shall be granted to the employee at face value.
	[e] Maximum term of stock options granted	There should be a minimum period of one year between the grant of options and vesting of options and such maximum period as may be determined by the Board, but not exceeding three years.
		Unless otherwise decided by the Board, the options granted shall vest over three years in the manner as under:
		On completion of Year 1 from the date of grant 20% of options granted
		On completion of Year 2 from the date of grant 30% of options granted
		On completion of Year 3 from the date of grant 50% of options granted

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[f] Source of shares [primary, secondary or combination]	Primary
[g] Variation in terms of stock options	Not Applicable
[ii] Method used to account for the Plan - Intrinsic or fair value	Fair value
[iii] Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.	The Company had opted for using the fair value method for expensing of the options. Hence, same is not applicable.
[iv] Option Movement during the year
Sl. Particulars No.	Details
1 Number of options outstanding at the beginning of the period	4,63,834
2 Number of options granted during the year	Nil
3 Number of options forfeited/lapsed during the year	1,53,334
4 Number of options vested during the year	Nil
5 Number of options exercised during the year	Nil
6 Number of shares arising as a result of exercise of options	Nil
7 Money realized by exercise of options [INR], if scheme is implemented directly by the Company	Nil
8 Loan repaid by the Trust during the year from exercise price received	Not applicable since the Scheme is implemented directly
9 Number of options outstanding at the end of the year	3,10,500
10 Number of options exercisable at the end of the year	-
[v] Weighted-average exercise prices and weighted- average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	Grant date : April 25, 2022 Exercise Price : 10/- Weighted average fair value : 58.30/-
	Grant date : January 20, 2022 Exercise Price : 10/- Weighted average fair value : 68.14/-
[vi] Employee wise details [name of employee, designation, number of options granted during the year, exercise price] of options granted to
[a] Senior managerial personnel;	-
[b] any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and

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	[c] identified employees who were granted option, during any one year, equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.
vii.	A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:
	(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;	Not Applicable, since no options were granted in FY 2025.26.
	(b) the method used and the assumptions made to incorporate the effects of expected early exercise;	Not Applicable
	(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and	Not Applicable
	(d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.	Not Applicable