Jeet Machine Tools Ltd Directors Report

Brief resume and other details of Mr. Rajkaran J. Chawla (DIN: 02313404) in terms
of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting,
are provided in the Notice of the Annual Report. Abovementioned Director is not
disqualified from being re-appointed as Director by virtue of the provisions of
Section 164 of the Companies Act, 2013.

All the Independent Directors of the Company have given declarations that:

i. Pursuant to section 149(6) of companies act, 2013 they meet the criteria of
independence as laid down in aforesaid section and the Listing Regulations.

ii. they have complied with the Code of Independent Directors prescribed under
Schedule IV of the Act; and

iii. they have registered themselves with the Independent Directors Database
maintained by the Indian Institute of Corporate Affairs.

The Board of Directors have me 6 times during the financial year ended 31^st March,
2025 in accordance with the provisions of the Companies Act, 2013 and rules made
there under.

The board meeting dates are 22.04.2024, 27.04.2024, 30.05.2024, 13.08.2024,
13.11.2024 and 14.02.2025

Details of attendance of Directors at board meeting during the financial year 2024-
25 and at last Annual general Meeting held on September 30, 2024 are given below:

The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013.

As stipulated by the Code of Independent Directors under Schedule IV of the
Companies, Act, 2013, a separate meeting of the Independent Directors of the
Company was held to review the performance of Non- Independent Directors, the
Board as whole, including the Chairman of the Company and to discuss the matters
related to the quality, quantity and timeliness of flow of information between the
Company management and the Board. The Company has put in place an induction
and familiarisation programme for its Independent Directors

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31^st March, 2025, the Board
of Directors hereby confirms 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. Such accounting policies have been selected and applied consistently and the
Directors 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 31^st
March, 2025 and of the loss of the Company for that year;

c. Proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern
basis;

e. Internal financial controls have been laid down to be followed by the Company
and that such internal financial controls are adequate and were operating
effectively; and

f. Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively.

The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act, 2013.

The Board and the Nomination and Remuneration Committee evaluate the Board,
Committees, Directors and Chairman of the Board based on the evaluation
parameters, such as Board composition and structure, effectiveness of the Board,
participation at meetings, domain knowledge, awareness and observance of
governance, etc.

Your Company has in place, all the Committee(s) as mandated under the provisions of
the Companies Acts. Currently, there are three Committees of the Board, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Company has formed an Audit Committee as required under the provisions of

Section 177 of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Composition of
Audit Committee comprised of following directors:

* Appointed as Managing Director w.e.f 27^th April, 2024

Dates of the meetings: 27.04.2024, 30.05.2024, 13.08.2024, 13.11.2024 and
14.02.2025.

Mr. Harpreet Singh Jaggi, Chairman of the Audit Committee was present at the last
Annual General Meeting held on September 30, 2024.

The minutes of the meetings of the Committee are placed before and noted by the
Board. The Audit Committee continues to provide valuable advice and guidance in the
areas of costing, finance, and internal financial controls. All the recommendations
made by the Committee during the year under review were accepted by the Board.

1. To approve financial results and to recommend it to Board for their approval
with or without modification;

2. To take note of compliance of legal requirements applicable to Company;

4. Review and monitor the auditors independence and performance, and
effectiveness of audit process;

5. Approval or any subsequent modification of transactions of the company with
related parties;

6. To take note of irregularities or fraud in the business activity of the Company, if
any.

The Board of Directors of the Company has constituted "Nomination and

Remuneration Committee" pursuant to Section 178 of the Companies Act, 2013 read
along with applicable rules.

The Composition of Nomination and Remuneration Committee comprised of
following directors:

* Appointed as Managing Director w.e.f 27^th April, 2024

Mr. Harpreet Singh Jaggi, Chairman of Nomination and Remuneration Committee was
present in last Annual General Meeting held on September 30, 2024. There were no
changes in the composition of the NRC.

The Company has laid down a well-defined Risk Management Policy to identify the
risk, analyse and to undertake risk mitigation actions. The Board of Directors
regularly undertakes the detailed exercise for identification and steps to control them
through a well-defined procedure. The Board periodically reviews the risks and
suggests steps to be taken to control and mitigate the same through properly defined
framework.

The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace and has also established an Investigation and Redressal
Committee, as stipulated by The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the
year under review, no complaints in relation to such harassment at workplace have
been reported.

The number of employees employed with your Company is less than ten and hence
the provisions of this Act are not applicable.

The number of employees employed with your Company is less than ten and hence
the provisions of this Act are not applicable. Also your Company does not have any
female employee working with it.

The members at the Annual General Meeting held on September 30, 2022 had
appointed M/s. Agrawal Jain & Gupta, Chartered Accountants (Firm Registration No.
013538C) as the Statutory Auditors for five consecutive years from the conclusion of
37^thAnnual General Meeting till the conclusion of the 42^ndAnnual General Meeting of
the Company to be held in 2026-27. Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.

There is no qualification or adverse remark in Auditors Report. There is no incident
of fraud requiring reporting by the Auditors under Section 143(12) of the Act.

For the financial year 2024-25, the Company in the Board Meeting appointed J S
Bhatia & Co., (Firm Registration No. 118806W) Chartered Accountants, as an Internal
Auditors of the Company for the financial year 2024-25 and the report of Internal
Auditor issued and the same has been reviewed by audit and Board.

Pursuant to provision of section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board has
appointed M/s Yogesh D. Dabholkar & Co., Practicing Company Secretaries (C.P. No.
6752) to undertake the Secretarial Audit of the Company for the year ended March
31, 2024-25. The Secretarial Audit Report is annexed as Annexure II and forms an
integral part of this Report.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the
Board of Directors have recommended for approval of shareholders at the ensuing
AGM, the appointment and remuneration of M/s. B. R. Gharpure & Associates,
Practicing Company Secretaries (Firm registration No. S2011MH151400) as the
Secretarial Auditors of the Company, for a period of 5 (Five) consecutive years i.e. from
Financial Year 2025-2026 to 2029-2030. He has given consent for appointment as
Secretarial Auditors.

Statutory Audit: There is an audit observation related with using of an accounting
software which does not have feature of audit trail (edit log). The Statutory Auditors
have not reported any fraud during the financial year 2024-25.

The report of statutory auditors does not contain any qualification, reservation or
adverse remark or disclaimer in their report.

Secretarial Audit: The Board of Directors of the Company acknowledges the
observations / qualifications made by the Secretarial Auditors in his Report for the
Financial Year 2024-25.

The Board of your Company acknowledges the issue raised by the statutory auditors
and is in the process of assessing the risks or impact considering the present state of
affairs of the Company.

The Board is committed to maintaining rigorous adherence to the Securities and
Exchange Board of India (SEBI) regulations, the Companies Act, 2013, and other
relevant guidelines. The Board is addressing the specific issues highlighted with
respect to the SEBI (Prohibition of Insider Trading), Regulations, 2018.

The Company is reviewing its internal processes to ensure better alignment with
applicable regulatory requirements, including those under SEBI Regulations and the
Companies Act, 2013.

Measures are being initiated to enhance accuracy in regulatory filings, improve the
quality and timeliness of disclosures, and ensure proper documentation across
various compliance areas.

The Board is also working towards strengthening procedural aspects related to
committee meetings, disclosures, website updates, and record maintenance.

The Central Government of India has not specified the maintenance of Cost Records
under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014.

The Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2025.

The provisions regarding maintenance of cost records as specified by the Central
Government under Sub Section (1) of Section 148 of the Companies Act, 2013 are not
applicable to the Company.

The information relating to remuneration and other details as required pursuant
provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure III to the Directors Report. Your Company does not have any employee
drawing the remuneration in excess of limits specified under the Act during the year and
said disclosure as required under the Act is not applicable,

As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, provisions of corporate governance are
not applicable to listed Companies having paid up capital not exceeding Rs. 10 crore and
net worth not exceeding Rs. 25 crores as on the last date of the previous year. Paid up
capital and net worth of the Company not exceeding the prescribed limit in previous
year; hence, provisions of Corporate Governance are not applicable to the Company.

Further The Management Discussion and Analysis Report, as required in terms of
Regulation 34 read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as
Annexure IV.

There is no instance of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Boards report.

The Company has not adequately complied with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the amendment to the Companies (Management & Administration) Rules,
2014 vide notification dated 28^thAugust, 2020 by Ministry of Corporate Affairs ("MCA")
that every company shall place a copy of the annual return on the website of the
company, if any, and the web-link of such annual return shall be disclosed in the Boards
report. Your Company does have its own website.

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended,
the Annual Report of the top 1000 listed entities based on market capitalization shall

include a Business Responsibility and Sustainability Report (BRR), thus the Business
Responsibility and Sustainability Report is not applicable to the Company.

The Company has not adopted amended "Code of Conduct for Prevention of Insider
Trading and Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI
(Prohibition of Insider Trading) [Amendment] Regulation, 2018 and subsequent
amendment to SEBI (PIT) Regulation and inter alia defines policy to determine
"Legitimate Purpose". However, Company has chart out names of designated personal
along with all person covered under PIT regulations.

The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rule in respect of conservation
of energy and technology absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.

(i) The steps taken or impact on conservation of energy: N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

(iii) The capital investment on energy conservation equipments: N.A.

(i) The efforts made towards technology absorption: N.A.

(ii) The benefits derived like product improvement, cost reduction, product
development or import substitution: N.A.

(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): N.A.

a. The details of technology imported: N.A.

b. The year of import: N.A.

c. Whether the technology been fully absorbed: N.A.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(i) Foreign Exchange Earning: Rs. Nil

(ii) Foreign Exchange Outgo: Rs. Nil

All related party transactions that were entered into by the Company during the
financial year were in the ordinary course of business and on an arms length basis.
None of the related party transactions entered into by the Company were material
transactions.

Details of related party transactions entered into by the Company during the financial
year are provided in Note 24 to the Financial Statements.

No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).

The company did not avail any such onetime settlement during the financial year,
therefore disclosure of the details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable to the
Company.

BSE LTD vide notice dated June 18, 2024 has revoked trading of equity shares of the
company w.e.f June 26, 2024. During the year company has applied for revocation of
suspension and Delisting Committee of Exchange has revoked the suspension of
trading on June 18, 2024. Company has paid listing fees for 2025-26.

32. REGISTRAR AND SHARE TRANSFER AGENT

Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking
Corporation, the name of the Registrar and Share Transfer Agent has changed from M/s.
Link Intime India Private Limited to M/s. MUFG Intime India Private Limited with effect
from 31st December, 2024.

Statements in this Report, particularly those which relate to Management Discussion
and Analysis Report, describing the Companys objectives, projections, estimates and

expectations may constitute ‘forward looking statements within the meaning of
applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances.

Directors state that no disclosure or reporting is required with respect to the following
items as there were no instances related to these items during the year under review:

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

• Issue of sweat equity shares.

• Provision of money for purchase of its shares by employees or by trustees for the
benefit of the employees.

Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.

In addition, your directors also place on record their sincere appreciation of the
commitment and hard work put in by the Registrar & Share Transfer Agent, all the
suppliers, sub-contractors, consultants, clients and employees of the Company.