Jetking Infotrain Ltd Directors Report

To,

The Members,

Jetking Infotrain Limited

The Directors presenting the FORTY-FIRST ANNUAL REPORT on the business and operations aLong with the Audited Financial Statements both Standalone and Consolidated of the Company for the Financial Year ended 31^st March 2025:

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	2024-25	2023-24	2024-25	2023-24
Total Income	2,816.24	2,094.45	2,816.24	2,094.45
Employee Benefit Expenses	1,129.91	1,171.45	1,129.91	1,171.45
Other Expenses	1,027.86	989.50	1,027.86	989.50
Expenses before Finance Cost, Depreciation and Amortisation	2,171.25	2,160.95	2,171.25	2,160.95
EBITDA	644.99	(66.50)	644.99	(66.50)
Finance Cost	18.87	18.78	18.87	18.78
Depreciation & Amortisation	241.12	223.79	241.12	223.79
Total Expenses	2,431.24	2,403.52	2,431.24	2,403.52
Profit Before Tax	385.00	(309.07)	357.86	(330.05)
Tax Including Deferred Tax	42.31	0.19	42.31	0.19
Profit After Tax	342.69	(309.26)	315.55	(330.24)

PERFORMANCE REVIEW:

Standalone:

During the Financial Year under review, the Company earned a Total Income of Rs. 2,816.24 Lakhs as against Rs. 2,094.45 Lakhs in the previous year and the Net Profit after Tax of Rs. 342.69 Lakhs as against Net Loss after Tax Rs. (309.26) Lakhs in the previous year.

Consolidated:

During the Financial. Year under review, the Company earned a Total. Income of Rs. 2,816.24 Lakhs as against Rs. 2,094.45 Lakhs in the previous year and the Net Profit after Tax of Rs 315.55 Lakhs as against Net Loss after Tax Rs. (330.24) Lakhs in the previous year.

TRANSFER TO RESERVES:

Your Company has proposed not to transfer any amount to the reserve for the Financial Year ended March 31, 2025.

DIVIDEND:

Despite the Companys growth during the year, the Director, as a prudent economic measure and in order to conserve the scarce liquid resources of the Company, do not recommend any dividend on the equity shares for the year under review.

CHANGES IN SHARE CAPITAL:

There are no changes in the Share Capital of the Company during financial year 2024-25.

The paid-up equity share capital of the company as on 31^st March, 2025 is Rs.5,90,75,000/-.

DEPOSITS:

In terms of the provisions of Section 73 to 76 of the Companies Act, 2013 (the "Act") read with the relevant rules made thereunder, your Company has not accepted any deposits from the public during the financial year under review.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year ended 31^st March 2025, 4 (four) meetings were held on, 28^th May, 2024, 06^th August, 2024, 12^th November, 2024 and 10^th February, 2025. The details of the attendance of the Directors at the Board and Committee meetings are provided in the Corporate Governance Report, which is a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, if any, are set out in Note No: 7, 13 & 18 to the Standalone Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY- AFFECTING THE FINANCIAL POSITION:

There were no material changes or commitments, affecting the financial position of the Company as on 31^st March, 2025 and upto the date of this report except for the following:

1. Addition of the main objects of the Company clause III (A) 5 vide special resolution of members of the Company passed through Postal Ballot of the Company held on 01.05.2025 as below:

"To engage in the business of holding, acquiring, buying, selling, trading, staking, transferring, and dealing in virtual digital assets, including but not limited to bitcoin, blockchain-based tokens, non-fungible tokens, and other digital assets and to develop, deploy, and manage blockchain-based technologies, virtual digital assets, decentralized finance (DeFi) platforms, and related services including but not limited to consultancy, research, and advisory services in blockchain and virtual digital asset management."

2. Allotment of 3,96,156 (Three Lakhs Ninety-Six Thousand One Hundred and Fifty-Six) Equity Shares at an issue price of Rs. 154/- (Rupees One Hundred and Fifty-Four Only) having face value Rs. 10/- (Rupees Ten Only) and at a premium of Rs. 144/- (Rupees One Hundred and Forty-Four Only) aggregate amounting to Rs. 6,10,08,024/- (Rupees Six Crore Ten Lakh Eight Thousand and Twenty- Four Only) to the allottees on the preferential and private placement basis for cash as approved by the Board of Directors of the Company through resolution passed on May 23, 2025.

3. During the financial year, your Company has shifted its registered office from 434, Floor 4, Bussa Udyog Bhavan, Tokersey Jivraj Road, Sewree (W), Mumbai, Maharashtra, India - 400015 to Office No. 503, 5th Floor, Amore Commercial Premises Co-Op Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar (West), Mumbai - 400052

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

AH Related party transactions that were entered into during the year were in the ordinary course of business and on an arms length basis. The Audit Committee of the Company has given its in-principal approval to different types of related party transactions that are recurring in nature and in the ordinary course of business. As per Indian Accounting Standard (Ind AS) 24 on Related Party Disclosures, the details of related party transactions entered by the Company are included in the Notes to Accounts.

The Policy on Related Party Transactions has been published on the Companys website under the Investors section at https://www.ietking.com/ investors

Further, except for the following, none of other contracts/arrangements/transactions with related parties could be considered material in nature as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Due to a recent allotment of securities in Jetking Technologies Private Limited ("JTPL"), an associate company of the Company, there has been a consequential dilution in the Companys shareholding in JTPL. As a result of this dilution, the Companys total stake in JTPL has fallen below the threshold of 20%, thereby leading to the loss of significant influence over JTPL. Accordingly, JTPL no longer qualifies as an associate company of the Company from 13.06.2025.

The disclosure in Form AOC 2forms part of the report as AnneKure 1.

The Management has provided the Audit Committee with the relevant details, as required under law, of the proposed RPT including material terms and basis

of pricing. The Audit Committee, after reviewing all necessary information, had granted approval for entering the above-mentioned RPT.

RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company.

The main obiective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

The Company has periodically reviewed the various risks associated with the business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to enable the employees and various other stakeholders to report serious concerns and matters to the Management. Details of this mechanism are mentioned in the Corporate Governance Report and in the Whistle Blower Policy published on the website of the Company under the Investors section at https://www.ietking.com/investors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report of the financial conditions, future outlook and results of the operations of the Company for the financial year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 forming part of the Annual Report.

SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the financial year under review, the Company had one Associate Company, namely Jetking

Technologies Private Limited (formerly known as Jetking Skill Development Private Limited), within the meaning of Section 2(6) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

As per Section 2(6) of the Companies Act, 2013, an "Associate Company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence. The term "significant influence" is defined to mean control of at least 20% of the total voting power, or control or participation in business decisions under an agreement.

Until 13^th June 2025, the Company held more than 20% of the total voting power in Jetking Technologies Private Limited ("JTPL"), thereby classifying it as an Associate Company. However, pursuant to a recent allotment of equity shares by JTPL, the Companys shareholding was diluted below the 20% threshold, resulting in a loss of significant influence, as defined under the Companies Act, 2013 and applicable accounting standards (AS 23 / Ind AS 28).

Accordingly, with effect from 13^th June 2025, JTPL no longer qualifies as an Associate Company of the Company. This change has been duly considered for the purpose of preparation of standalone and consolidated financial statements in accordance with the provisions of Section 129 of the Companies Act, 2013 and applicable accounting standards.

Necessary disclosures in respect of cessation of the associate relationship have been made in Form AOC- 1, which forms part of this report as AnneKure - 2

The Company does not have any Subsidiary or Joint Venture Company as on the date of this report.

STATUTORY AUDITORS:

M/s. PYS & Co. LLP Chartered Accountants (Firm Registration No. 012388S/S200048) who were appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting (AGM) held on 29^th September, 2021 will continue to hold the office until the conclusion of the Annual General Meeting of the Company to be held in the year 2026 for the financial year ended March 31, 2026.

There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report, which calls for any further comments or explanations.

COST AUDITOR:

The Central Government of India has not specified the maintenance of the cost records under sub-section (1) of section 148 of the Act for any of the products ofthe Company. Accordingly, duringthefinancialyear under review, maintenance of Cost Records and Cost Audit was not applicable to the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s. AVS & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. Secretarial Audit Report for the Financial Year 2024-25 as issued by them in the prescribed Form MR-3 is annexed to this Report as AnneKure 3.

The said Secretarial Audit Report contains the following qualifications for the financial year under review.

SN Auditors Comment	Managements Response
1. During the review period, the Board of Directors of the Company was not duly constituted in accordance with the provisions of Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015, for a certain period from April 1, 2024 to April 15, 2024.	Temporarily non-compliance arose due to the completion of the tenure of certain Independent Directors, resulting in a shortfall in the prescribed Board composition. The Company proactively initiated the process of identifying and appointing eligible candidates to fill the vacancies in a timely and regulatory-compliant manner. The Board was duly reconstituted with effect from April 16, 2024, upon the appointment of the new Independent Director, thereby reinstating full compliance with Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015
2. A delay has been noticed in relation to the filing of prior intimation of the Board Meeting held on May 28, 2024 for the approval of the financial results of the Company for the quarter and year ended March 31, 2024, as required under Regulation 29(1) of SEBI (LODR) Regulations,	The delay was purely unintentional and occurred due to an administrative oversight. We wish to affirm that there was no malafide intent, and all other disclosures and compliances were duly undertaken in a timely manner. Furthermore, the Company has duly paid the fines imposed by BSE in connection with the said non-compliance.

INTERNAL AUDIT (IA):

Pursuant to Provisions of Section 138 of the Companies Act, 2013 and rules made thereunder ( including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force) the Board of Directors of the Company on the recommendation of Audit Committee at the meeting held on 23^rd May, 2025 have re-appointed M/s. Divatia & Mehta, Chartered Accountants, as an Internal Auditors of the Company for the Financial Year 2025-2026.

Audit Committee provides direction and monitors the effectiveness of the Internal Audit function. The scope of internal audit extends to in-depth audit of accounting & finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. The Internal Auditors report to the Audit Committee and present their report on quarterly basis. The Audit

Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in a timely manner

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As your Company is in the service industry, the activities of the Company are not energy intensive. However, your Company recognizes the necessity of conservation of energy and technology absorption, though it is not practical to quantify the same in monetary terms.

In terms of research, development and innovation, it is Companys constant endeavor to be more efficient in providing services and encourages innovation in its day-to-day practices.

DETAIL OF FRAUD AS PER AUDITORS REPORT:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo during the Financial Year under review is given below (on accrual basis):

I. Foreign Exchange Earnings: Rs. 100.62 Lakhs

II. Foreign Exchange Outgo: Rs. 115.83 Lakhs

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended from time to time, the Board has carried out an annual performance evaluation of its own performance as well as of its committees thereof and of the Directors individually. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

Further, to comply with the requirements of Regulation 25 (4) of SEBI (LODR) Regulations, 2015, the Independent Directors evaluated the performance of Chairman, Non-Independent Directors and Board as a whole in their meeting held on 10^th February, 2025.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

PARTICULARS OF EMPLOYEES:

The total employee strength of the Company as on March 31, 2025 stood at 161

The disclosures on managerial remuneration as required under Section 197(12) of the Act read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 4 appended to the Directors Report.

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the names and other particulars of employees who were in receipt of remuneration of Rupees One Crore and Two Lakhs or more per annum, (if employed throughout the financial year) and employees who were in receipt of Rupees Eight Lakhs and Fifty Thousand or more per month (if employed for part of the year) need to be disclosed in the Board report. However, there are no such employees who were in receipt of remuneration as provided under Rule 5(2) above.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2025 in Form MGT - 7 in accordance with Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.ietking.com/ investors

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) of the Companies Act 2013, the Directors of your Company confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as of 31^st March 2025 and of the profits of the Company for the year ended 31^st March 2025.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls for ensuring the orderly and efficient conduct of the business, safeguarding the Companys assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information etc. are in place and that such internal financial controls are adequate and were operating effectively.

6. Proper systems are in place to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several of the best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, report on the Corporate Governance is annexed as Annexure 5 and forms part of the Annual Report.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed at BS Limited (BSE). The Company has paid the Annua Listing Fees to BSE for the Financial Year 2024-25.

APPOINTMENTS, RETIREMENTS AND RESIGNATION: OF THE DIRECTORS AND KMP:

The current composition of the Board of the Directc of the Company is as below:

SN Name of the Director	Designation
1 Mr. Avinash Bharwani	Chairperson & Whole-Time Director
2 Mr. Nand Bharwani	Vice Chairman & Director
3 Mr. Siddarth Bharwani	Joint Managing Director & CFO
4 Mr. Harsh Bharwani	Managing Director & CEO
5 Mr. Pranav Agarwal	Independent Director
6 Mr. Ramkumar Warrier	Independent Director
7 Mr. Guruprasad Shenai	Independent Director
8 Ms. Pooja Motwani	Independent Director

During the year 2024-25 and till date of signing of the report, the following changes took place:

Changes in Directors

There was change in the designation of Mr. Harsh Bharwani (DIN: 02020253) from Whole-Time Director & CEO to Managing Director & CEO and Mr. Siddarth Bharwani (DIN: 02020370) from "Wholetime Director & CFO" to "Joint Managing Director & CFO" of the Company w.e.f. November 12, 2024.

Ms. Pooja Motwani (DIN: 10550663) was appointed as an Additional Director (Non-Executive, in the capacity of Independent Director) by Board of director by passing the Circular Resolution dated 18.07.2024 with immediate effect and the same was approved by the Shareholders vide resolution passed through Annual General. Meeting heLd on 20^th September, 2024 for her appointment as an Independent Director of the Company for the period of 5 (Five) years commencing w.e.f. 18^th July, 2024 and who shall not be liable to retire by rotation.

Mr. Pranav AgarwaL (DIN: 10572266) and Mr. Ramkumar Madhav Warrier (DIN: 07660537) were appointed as an AdditionaL Director (Non-Executive, in the capacity of Independent Director) by the Board at its meeting heLd on 30^th March, 2024 with immediate effect and the same was approved by the Shareholders vide resolution passed through postal baLLot on 03^rd May, 2024 for their appointment as an Independent Director of the Company for the period of 5 (Five) years commencing w.e.f. 30^th March, 2024 and who shaLL not be LiabLe to retire by rotation.

Mr. Guruprasad Shenai (DIN: 10594029) was appointed as an AdditionaL Director (Non-Executive in the capacity of Independent Director) of the Company with effect from 16^th April, 2024 vide circular resolution passed by the Board and the same was approved by the Shareholders vide resolution passed through postal ballot on 04^th July 2024 for his appointment as an Independent Director of the Company for the period of 5 (Five) years commencing w.e.f. 16^th April, 2024 and who shall not be liable to retire by rotation.

Mr. Suresh Bharwani (DIN: 00667104) was reappointed as Chairman and Non-executive Director of the Company for a period of three years with effect from 1^st July 2024 to 30^th June, 2027 as approved by the Board of Directors in its meeting heLd on May 28, 2024 and Shareholders vide resolution passed through postal ballot on 04^th July 2024, liable to retire by rotation. Thereafter, Mr. Suresh Bharwani resigned from his position as Chairman and Non-executive Director with effect from 06^th September, 2024 due to his personaL factors, primariLy his advancing age and heaLth considerations vide the resignation Letter dated 07^th August, 2024.

Thereafter Mr. Suresh Bharwani was appointed as Chairman Emeritus with effect from February 10, 2025."

Mr. Suresh Gordhandas Bharwani, the promoter of

the Company, has pLayed a pivotaL roLe in shaping the vision, growth, and strategic direction of the Company over the years. Having previously served as a Director and Chairman untiL his resignation on September 6, 2024, his Leadership has been instrumentaL in estabLishing the Companys Legacy and market position. His proposed affiliation with the Company in the roLe of Chairman Emeritus is expected to bring significant benefits. Leveraging his deep industry expertise, extensive experience, and Long-standing association with the organization to guide its future endeavors in the best interests of aLL stakehoLders.

As a Chairman Emeritus, Mr. Suresh Gordhandas Bharwani shaLL be eLigibLe to attend aLL or any meeting of the Board or Committees thereof as an invitee for the purpose of providing guidance to the Board as weLL as the Committees, with his exceptionaL expertise and experience.

Mr. Nand Bharwani (DIN: 00618386) was re-appointed as Vice Chairman and Non-executive Director of the Company for a period of three years with effect from 1^st JuLy 2024 to 30^th June, 2027 as approved by the Board of Directors in its meeting heLd on May 28, 2024 and SharehoLders vide resoLution passed through postaL baLLot on 04^th JuLy 2024.

Mr. Siddarth Bharwani (DIN: 02020370) was reappointed as WhoLe-Time Director and Chief FinanciaL Officer of the Company for a period of three years with effect from 1^st JuLy 2024 to 30^th June, 2027 as approved by the Board of Directors in its meeting heLd on May 28, 2024 and SharehoLders vide resoLution passed through postaL baLLot on 04^th JuLy 2024.

Mr. NiLesh Gandhi (DIN: 03570656) resigned from the post of Independent Director of the company with effect from 05th November 2024 due to the personaL reasons as he wish to focus on individuaL priorities outside the organization.

Mrs. Swati Bhatt (DIN: 05151680) ceases to be the Independent Director of the Company as she has compLeted her term of 5(five) consecutive years on JuLy 22, 2024.

In terms of the appLicabLe provisions of the Companies Act, 2013 and the ArticLes of Association of the

Company, Mr. Siddarth Bharwani (DIN: 02020370), will retire by rotation at ensuing Annual. General. Meeting and being eLigibLe, has offered himseff for re-appointment.

CHANGES IN KEY MANAGERIAL PERSONNEL

Change in the designation of Mr. Harsh Bharwani (DIN: 02020253) from WhoLe-Time Director & CEO to Managing Director & CEO and of Mr. Siddarth Bharwani (DIN: 02020370) from "WhoLe-time

Director & CFO" to "Joint Managing Director & CFO" of the Company w.e.f. November 12, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence Laid down in Section 149 (6) of the Companies Act, 2013 aLong with declaration received pursuant to sub ruLe (3) of RuLe 6 of the Companies (Appointment and Qualification of Directors) RuLes, 2014. They have aLso furnished the decLaration pursuant to ReguLation 25(8) of the SEBI (Listing ObLigations and DiscLosure Requirements) Regulations affirming compliance to the criteria of Independence as provided under ReguLation 16(1) (b) of the SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonabLy anticipated, that couLd impair or impact their abiLity to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that aLL the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the (Listing ObLigations and DiscLosure Requirements) ReguLations.

Further, the Independent Directors have aLso confirmed that they have complied with the Companys Code of Conduct.

The Independent Directors of your Company - Mr. Pranav AgarwaL, Mr. Ramkumar Warrier, Mr. Guruprasad Shenai and Ms. Pooja Motwani have aLso confirmed and declared that they meet the criteria for continuing as the Independent Directors on the Board of the Company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is appLicabLe to the Members of the Board and specified 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/behavior in any form and the Board has Laid down certain directives to counter such acts. Such a Code of Conduct has aLso been pLaced on the Companys website. 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 on matters reLating to integrity in the workpLace, in business practices and in deaLing with stakehoLders. The Code gives guidance through exampLes of the expected behavior from an empLoyee in a given situation and the reporting structure. ALL the Board Members and the Senior Management PersonneL have confirmed compliance with the Code. A declaration to this effect signed by the Chief Executive Officer of the Company appears eLsewhere in this AnnuaL Report.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that aLL the Independent Directors of the Company incLuding new appointment possesses highest standard of integrity, reLevant expertise and experience required to best serve the interest of the Company.

DECLARATION BY THE COMPANY:

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(1) & (2) of the Act read with RuLe 14 of the Companies (Appointment and Qualifications of Directors) RuLes, 2014.

COMMITTEES OF THE BOARD:

The Board currently has Three (3) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

All the recommendations of the above Committees have been accepted by the Board. A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.

The details of this policy have been placed on the website of the Company at https://www.ietking.com/ investors.

INTERNAL FINANCIAL CONTROLS:

The Companys internal control system commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up action thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies.

INVESTOR EDUCATION AND PROTECTION FUND fIEPFM:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Further, corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are also available on the Companys website at www.jetking.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has implemented a policy titled "Sexual Harassment at the Workplace (Prevention and Redressal) Policy" in alignment with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee, has been duly constituted to address and resolve complaints pertaining to sexual harassment at the workplace.

The Company is committed to providing a safe and respectful, working environment for alt employees and maintains a zero-toLerance approach towards any form of sexual harassment.

During the financial, year under review, no compLaints were received or reported under the said Act. The summary of cases is as foLLows:

SN Particulars	Comment
1 Number of compLaints of sexuaL harassment received in the year;	NIL
2 Number of compLaints disposed off during the year;and	NIL
3 Number of cases pending for more than ninety days.	NIL

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, and the ruLes made thereunder. ALL appLicabLe benefits, including maternity Leave, nursing breaks, and other entitLements, have been duLy provided to eLigibLe women empLoyees in accordance with the Law. The Company remains committed to ensuring a safe, supportive, and incLusive workpLace for aLL empLoyees.

GENERAL:

i. The Company doesnt have any HoLding Company.

ii. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

iii. The Company has not issued any sweat equity shares to its directors or empLoyees.

iv. During the year under review, neither the Statutory Auditors nor the SecretariaL Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the detaiLs of which wouLd need to be mentioned in this Report.

v. During the year, the Company does not issue any ESOP scheme for its empLoyees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights.

vi. There was no significant change in the nature of business of the Company during the financial year.

vii. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the AnnuaL Report is being sent to the members of the Company and others entitLed thereto. Any sharehoLder interested in obtaining a copy thereof may write to the Company Secretary in this regard.

ACKNOWLEDGEMENT:

Your directors wish to express their gratitude to the Bankers, FinanciaL Institutions, Government Authorities, Customers, Vendors, ConsuLtants, advisors and Members for their direct and indirect co-operation and Look forward to their continued support in the future.

For and on behalf of Board of Directors
Harsh S. Bharwani	Siddarth S. Bharwani
Managing Director	Joint Managing Director
and CEO	and CFO
DIN:02020253	DIN:02020370
PLace: Mumbai Date: 12th August, 2025