Jet Infraventure Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 24^th Annual Report and Audited Accounts for the year ended March 31, 2025

Financial Summary

(Rs. In lakhs)

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Sales & other Income	130.51	60.87
Expenditure	124.92	54.92
Profit/(Loss) before tax	5.59	5.95
Tax	1.55	0
Profit/(Loss) after tax	4.04	5.95

Review of Operations

During the year under review, revenue of the Company was Rs. 130.51 lakhs as compared Rs. 60.87 lakhs in the corresponding previous year.

Transfer to reserves

The Companys reserves & surplus is Rs. 685.52 lakhs as compared to Rs. 146.70 lakhs in the corresponding previous year.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Share Capital

The authorised share capital of company is Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of Re. 10/- each.

The paid-up share capital of the Company is Rs. 10,05,20,000/- (Rs. Ten Crores Five Lakhs Twenty Thousand Only) divided into 1,00,52,000 (One Crore Fifty-Two Thousand) Equity Shares of Re. 10/- each as on March 31, 2025.

At the Extra-Ordinary General Meeting of the Company held on 25^th June, 2024, members approved Reclassification & Increase in the Authorised Share Capital of the Company as follows: (a) Reclassify the existing Authorized Share Capital of the Company of Rs. 5,50,00,000/- divided into 4596000 (Forty-Five Lakhs Ninety-Six Thousand) Equity Shares of Rs.10/- each and 904000 (Nine Lakhs Four Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each in to Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 5500000 (Fifty-Five Lakhs) Equity Shares of Rs.10/- each, after cancelling the existing unissued preference share capital comprising of 904000 (Nine Lakhs Four Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each and (b) Increase the Authorized Share Capital of the Company from Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 5500000 (Fifty-Five Lakhs) Equity Shares of Rs.10/- each to Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) divided into 14000000 (One Crore Forty Lakhs) Equity Shares of Re. 10/- each by way of creation of additional 8500000 (Eighty-Five Lakhs) Equity Shares of face value of Rs.10/- each.

Pursuant to board resolution dated 29th May, 2024, shareholders resolution dated 25th June, 2024 and in-principal approval received from the BSE Limited on 25th June, 2024 and following receipt of Equity Share Subscription consideration amounting to INR 3,75,70,000 (Indian Rupees Three Crores Seventy Five Lakhs Seventy Thousand Only) into the bank account of the Company, the Board of Directors at their meeting held on 10/07/2024 approved preferential allotment of 23,12,000 (Twenty Three Lakhs Twelve Thousand Only) Equity Shares of face value of INR 10/- (Indian

Rupees Ten Only) at INR 16.25 (Indian Rupees Sixteen and Twenty Five Paisa) each.

Pursuant to board resolution dated 31st August, 2024, shareholders resolution dated 30th September, 2024 and in-principal approval received from the BSE Limited on 03 October, 2024 and following receipt of the Equity Shares Subscription consideration amounting to INR 5,16,60,000 (Indian Rupees Five Crores Sixteen Lakhs Sixty Thousand Only) into the bank account of the Company, the Board of Directors at their meeting held on 09/10/2024 approved preferential allotment of 24,60,000 Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) at INR 21 (Indian Rupees Twenty One).

Further the company allotted 29,12,000 fully Convertible Warrants on 09/10/2024 carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging ‘Non-Promoter, Public Category on preferential basis at an issue price of Rs. 21/- per Warrant, after receipt of subscription amount being 25% of the issue price i.e. Rs. 5.25/- in accordance with provisions of Chapter V of SEBI ICDR Regulations. Out of this as on 31st March, 2025, 10,88,000 Convertible Warrants are converted into 10,88,000 Equity Shares of Rs. 10/- each on 23/11/2024 and 18,24,000 warrants are pending for conversion.

The Company has not issued shares with differential voting rights nor has issued any Sweat Equity. As on March 31, 2025, none of the Directors of the Company hold any convertible instruments of the Company.

Dematerialization of Shares

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE155R01018.

Change in Nature of Business

There has been no change in the nature of business carried out by the Company during the year. The company has also decided to start working on the business of Solar and in coming time, this division should add revenue.

Management Discussion & Analysis Reports

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

Finance

Cash and Bank Balance as at March 31, 2025 was Rs. 4.79 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained un-paid or unclaimed at the end of the year.

Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable. There were no foreign exchange earnings / outgo during the year.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Rajul Shah, retires by rotation at the ensuing Annual General Meeting and offers himself for re- appointment.

On 1^st April, 2025, Mrs. Niddhi Shah (DIN: 11017302) is appointed as an Additional Director in the category of Non-Executive Women Director of the Company on recommendation of nomination and remuneration committee in pursuance of Section 161 and 149 of Companies Act, 2013. Her appointment as a Non-Executive Women Director for the period of five years is placed for approval of the members at this Annual General Meeting.

Required details are provided in Annexure II to the Notice.

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

Nomination and Remuneration Policy

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.

Meetings of the Board

Ten (10) meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 15^th March, 2025.

Directors Responsibility Statement as Required Under Section 134(3)(C) of the Companies Act, 2013

The Directors state that: - a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures; b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31^st March 2025 and of the profit for the year ended on that date; c. The proper and sufficient care has been taken 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; d. The annual accounts have been prepared on a going concern basis. e. The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively. f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

Related Party Contracts or Arrangements

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business.

The particulars of Contract or Arrangement in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) is annexed to this Board Report as Annexure III. The Company do not have any holding or subsidiary company hence disclosure under A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

The Policy on Related Party Transactions has been published on the Companys website (www.jetsolarlimited.com) under the "Investors" section.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.jetsolarlimited.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the Companys website.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Audit Committee

The details pertaining to composition of Audit Committee are included in Corporate Governance Report, which forms part of this annual report.

Statutory Auditor

M/s. Mittal & Associates, Chartered Accountants (ICAI Firm Registration Number 106456W), were appointed as statutory auditors of the Company, for a period of 5 years, to hold office from conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company to be held for the financial year 2028-29.

Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the requirement to take the Secretarial Audit Report from the Pear Review

Practicing Company Secretary, the Company has appointed Ms. Pooja Malkan, Company Secretary in Practice (COP 28365 & PR No. 3488/2023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report and there are certain qualifications, management explanation of which is given in the report.

Internal Auditors

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s Sanjay Kadam & Associates, Chartered Accountants were appointed as Internal Auditors of Company.

Cost Auditors

Provisions for Cost Auditor are not applicable to your company.

Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Company has made payment of Annual Listing Fees and other compliance fees.

Annual Return

The details forming part of the extract of Annual Return is form MGT-9 is annexed herewith as Annexure V. The Annual Return of the Company as on 31^st March, 2025 shall be also available on the Companys website at www.jetsolarlimited.com

Statutory Disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing regulations.

Risk Management

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as Annexure VI to this Report.

Further during the year, no employees of the Company were in receipt of remuneration in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices, a separate section on Corporate Governance is provided as part of this Annual Report.

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

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

Corporate Social Responsibility

As per the Section 134 (o) Corporate Social Responsibility is not applicable to our Company.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

Insolvency and Bankruptcy Code:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

One Time Settlement with Banks:

The Company has not borrowed any monies from banks or financial institutions during the period under consideration. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

Website:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

Adherence to Statutory Compliances

During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances of the Act, Listing Regulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company. This unwavering commitment to compliance ensures that the Company operates within the legal framework, maintaining transparency and accountability in its operations. By upholding these standards, the Company strives to build trust among its stakeholders while fostering a culture of responsible corporate governance.

Utilization of fund raised from Preferential Issue

During the period under review, the Company has raised moneys by way of the proceeds of the Preferential Issue allotment. The money as raised have been applied for the purposes for which those are raised till March 31, 2025 as follows:

SN Object	Modified Object, if any	Original Allocation (Rs.in Cr.)	Modified allocation, if any	Funds Utilised (rs._	Amount of Deviation /Variation for the quarter according to applicable object	Remarks if any
1. Investment in new business, working capital requirements, general corporate purpose and such other objects, as the Board may from time to time decide in the best interest of the Company.	N.A.	Rs. 12.166 Cr.	N.A.	Rs. 12.166 Cr.	Nil	N.A.

Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the Companys bankers, Bombay Stock Exchange Limited, Local Authorities, business associates, clients, consultants, auditors, shareholders and the employees of the Company for their continued co-operation and support. Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

	By Order of the Board of Directors
	For Jet Solar Limited
	Rajul R Shah
	Managing Director
	(DIN 00227223)
Place: Mumbai
Dated: 22nd May, 2025