JNK India Ltd Directors Report

To,

The Members,

JNK India Ltd.

Your directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

The Companys financial performance for the financial year ended on March 31, 2025 under review along with previous years figures are given hereunder:

	Standalone		Consolidated
Particulars	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	4732.94	4773.18	4766.45	4804.59
Other Income	184.23	25.74	183.69	25.17
Total Income	4917.17	4 798.92	4950.14	4829.76
Purchase of Stock-in-Trade	2532.04	2034.23	2722.97	2056.45
Changes in Inventory of Finished Goods, Stock-in-	7.70	206.23	(160.96)	206.24
Trade & Work in Progress
Employee Benefit Expenses	452.12	513.94	456.53	518.62
Other Expenses	1278.05	1009.29	1282.78	1003.48
Profit Before Depreciation, Interest,	647.26	1035.23	648.82	1044.97
Exceptional Items & Tax
Depreciation	63.25	56.19	63.23	56.19
Profit Before Interest, Exceptional Items & Tax	584.01	979.04	585.59	988.78
Interest & Finance Cost	144.94	99.69	144.97	99.81
Profit Before Exceptional Items & Tax	439.07	879.35	440.62	888.97
Exceptional Items (Impairment Loss)	0.00	0.00	0.00	0.00
Profit Before Tax	439.07	879.35	440.62	888.97
Net Tax Expense	137.66	262.00	138.58	262.48
Net Profit After Tax for the year	301.41	617.35	302.04	626.49
Other Comprehensive Income / (Loss) for the year	(2.75)	(1.19)	(2.85)	(3.36)
Total Comprehensive Income for the year	298.66	616.16	299.19	623.13

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

(A) BUSINESS OPERATIONS

In the financial year 2024-25 the Company has successfully booked the following projects:

Project Details

1. Order received from Indian Oil Corporation Limited ("IOCL") for supply of Incinerator package at Barauni, Refinery Bihar.

2. Work order for Regeneration Furnace for JNK India Ltd. Global Co., Ltd., Korea ("JNK Global") for a refinery project in Oklahoma, USA.

3. Work order for Hindustan Petroleum Corporation Limited ("HPCL") for setting up a new Process Plant - HP TDAE (Treated Distillate Aromatic Extracts) unit on LSTK (Lump sum Turnkey) contract basis at HPCL Mumbai Refinery.

4. Work Order for Mundra Petrochem Limited, a company of Adani Group, for Design, Engineering, Procurement, Fabrication, Supply, Erection, Testing and Commissioning of Flare Package for Green PVC Project at Mundra, Gujarat.

5. Work Order for JNK Global Co. Ltd., Korea, for Residual Engineering, Procurement, Fabrication, Supply, and transportation till FOB (Mundra Port, India), and assistance on per diem basis for Erection, Commissioning, and witness of Performance Tests for Treating Heater, Isomerization Combined Feed Heater, and Product Fractionator Reboiler Heater for Pengerang Biorefinery Sdn. Bhd.s Biorefinery project, Malaysia.

Standalone:

The standalone operating revenue including other income of the Company for the year under review was 4917.17 million against 4798.92 million in the previous year. Standalone net profit after tax for the year under review stood at 301.41 million as against net profit after tax of 617.35 million in the previous year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under review was 4950.14 million as against 4829.76 million in the previous year. Consolidated net profit after tax for the year under review stood at 302.04 million as against net profit after tax of 626.49 million in the previous year.

(B) FUTURE PLANS AND STRATEGIES

Aligned with our long-term vision of being a trusted technology solutions provider with a strong foundation in combustion equipment, we remain focused on executing projects involving technology furnaces, process-fired heaters, process plants, green energy solutions, _ares, incinerators, and energy storage systems.

As part of our contribution to sustainable innovation, we continue to identify niche opportunities within the broader energy transition space, while gradually expanding our presence beyond the oil and gas sector. Our focus is to build competencies in the technology-based, critical, and high-value solutions, supported by strong execution capabilities and technical expertise.

LISTING OF SECURITIES AND ANNUAL LISTING FEES:

All the equity shares of the Company i.e. 5,59,53,915 equity shares of 2/- each are listed on both the exchanges i.e BSE Limited ("BSE") and National Stock Exchange of India Limited

(" NSE"). The Company has paid the Annual Listing Fees for the financial year 2025-26 to BSE and NSE, where the Companys shares are listed.

3. UTILISATION OF NET PROCEEDS OF THE INITIAL PUBLIC OFFER ("IPO")

As on March 31, 2025, the main objects and utilisation of net proceeds of the IPO are as follows:

Item Head	Amount of net proceeds as proposed in the Offer Document	Amount of revised net proceeds	Fund Utilised till March 31, 2025	Total unutilized amount as on March 31, 2025
Funding working capital requirements	2.626.90	2,651.35	2,339.00	312.35
General corporate purposes	170.49	Not applicable	170.00	0.49
Total	2,797.39	-	2,509.00	312.84

Note:

1. Net proceeds have been revised from 2,626.90 million to 2,651.35 million, on account of actual issue expenses being lower than estimated as disclosed in the Offer Document, by 24.45 million and the same has been adjusted with Object 1: Working Capital Requirements.

2. As per Companys Prospectus dated April 25, 2024, the Company had estimated to utilize 170.49 million for the object General corporate purpose by Fiscal 2025. However, based on management undertaking dated May 12, 2025, the Company has utilized 170.00 million only as at the end of financial year 2024-25, hence, there is a delay in the utilization. The balance in General Corporate Purposes of 0.49 million shall be utilized in financial year 2025-26.

However, the Prospectus further states that, "In the event that the estimated utilization of the Net Proceeds in a scheduled Financial Year is not completely met, due to the reasons stated above, the same shall be utilised in the next Financial Year, as may be determined by our Company, in accordance with applicable laws."

4. SHARE CAPITAL

During the year under review, the authorised share capital of the Company is 20,00,00,000/- divided into 10,00,00,000 equity shares of 2/- each and Issued, Subscribed and Paid-up Capital is 11,15,74,830/- divided into 5,57,87,415 equity shares of 2/- each.

During the year under review, the Company has allotted 72,28,915 equity shares of face value of 2/- each as fully paid-up at an offer price of 415/- per equity share by way of Initial Public Offer ("IPO") on April 26, 2024.

During the year under review, the Company has allotted 1,66,500 equity shares of 2/- each to Employees, who have exercised Stock Option (2nd Tranche) under "JNK Employees Stock Option Plan, 2022", on November 14, 2024.

During the year Company has not issued any equity shares with differential voting rights, sweat equity shares, bonus shares or shares on right issue basis. The Company has not bought back any of its shares.

Changes in Issued, Subscribed and Paid-up, Share capital of the Company pursuant to allotment of Shares under the Employee Stock Option Scheme post March 31, 2025

The Company has allotted 1,66,500 equity shares of face value of 2/- each to Employees, who have exercised Stock Option (3rd Tranche) under "JNK Employees Stock Option Plan, 2022", on May 29, 2025. Consequently, Issued, Subscribed and Paid-up share Capital of the Company was increased to 11,19,07,830/- divided into 5,59,53,915 equity shares of 2/- each.

5. DIVIDEND

During the year under review, the Company declared and paid a final dividend of 15% i.e. 0.30 per share on the 5,56,20,915 fully paid equity shares of face value of 2/- each aggregating to 1,66,86,275 for the financial year ended on March 31, 2024

The Board has recommended a final dividend of 15% i.e. 0.30 per share on the 5,59,53,915 equity shares of face value of 2/- each for the financial year ended on March 31, 2025 subject to approval of the Members at the forthcoming Annual General Meeting. The total amount of Dividend, to be disbursed for the financial year 2024-25, is 1,67,86,175/-, subject to applicable TDS. Further, the Dividend amount will be paid out of the profits of the Company. The Dividend for the financial year 2024-25 shall be paid to those Shareholders and Beneficial Owners, whose names appear in the Register of Members (RoM) as on the cut-o_ date for dividend payment.

6. DIVIDEND DISTRIBUTION POLICY ("DDP")

The Company adopted the DDP on June 9, 2023. There has been no change in DDP during the year, and the same is disclosed on the Companys website: https://drive.google. com/file/d/1Q_zKchSqoR8dxf1_S-oe1ILELSH-bEE_/view

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (the "Act") and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund. Details of unpaid/unclaimed dividend for the previous years can be viewed on the Companys website at www.jnkindia.com

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following two wholly owned subsidiaries and during the year under review these subsidiaries are not material subsidiaries as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"):

A. JNK India Private FZE: This subsidiary is mainly engaged in the erection works of CCR, NHT, MHC and CDU (A, B & C) Heaters for Dangote Oil Refinery and petrochemicals project.

B. JNK Renewable Energy Private Limited: This subsidiary is engaged in the business of Solar EPC.

Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Companys subsidiaries in Form No. AOC-1 is annexed as Annexure-A. In accordance with the provisions of Section 136 of the Act and the SEBI Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of your Companys subsidiaries have been placed on the website of the Company viz. https://www. jnkindia.com/.

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company at https://drive.google.com/ file/d/149GtE0kKaqzUCyLzNPbB42wyczS-jq0p/view. No Company has become/ceased to be an Associate or Joint Venture during the 2024-25.

The Company does not have any Associate Company or any Joint Venture during the year under review. However, the Company has entered into a joint venture agreement on July 31 ,2025 with Mr. Tushar Wagh, Dr. Sunil Dhole and other investors, to promote and incorporate a joint venture Company ("JV Company") and, the Company shall hold 51% of the equity share capital of the JV Company. The JV Company shall undertake the business of green hydrogen technologies and other technologies.

9. BOARD OF DIRECTORS AND THEIR MEETINGS

The Board of Directors consists of 8 Directors, out of which 4 are Non-Executive and Independent Directors including one women Director and 1 Non-Executive and Non-Independent Director and 3 are Executive and Non-Independent Directors. The composition is in compliance with the Act and SEBI Listing Regulations.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Goutam Rampelli (DIN: 07262728), Vice Chairperson & Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, being eligible for re-appointment and he has offered himself for the same. A brief resume and particulars relating to him is given separately under the Annexure to Notice of ensuing Annual General Meeting in accordance to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by Institute of Company Secretaries of India.

During the year under review, there were no changes in the Composition of the Board

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 11 (Eleven) times during the financial year 2024-25. All the Board Meetings were held as per Section 173 of Act with all the relevant rules & regulations related to that. Secretarial Standard-1 (Board Meeting) and SEBI Listing Regulations are duly complied with.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

BOARD COMMITTEES

The Company has constituted Committees of the Board as per the requirements of the Act and SEBI Listing Regulations. Details of the constitution, meetings held, attendance of members and terms of reference of the Committees have been enumerated in the Corporate Governance Report which forms part of this Annual Report. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

10. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Nomination Remuneration Evaluation Policy is available on the website of the Company at https://drive.google.com/file/d/1zAKFWf34F 33RIjxgfMBY0ecRrsDfy_D-/view.

11. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel ("KMP") of the Company as on March 31, 2025.

Name of KMP	Designation
1. Mr. Arvind Kamath (DIN: 00656181)	Chairperson & Whole Time Director
2. Mr. Goutam Rampelli (DIN: 07262728)#	Vice Chairperson & Whole Time Director
3. Mr. Dipak Bharuka (DIN: 09187979)	Whole Time Director & Chief Executive Officer
4. Mr. Pravin Sathe	Chief Financial Officer
5. Mr. Ashish Soni (Mem. No. A26538)	Company Secretary & Compliance Officer

#Mr. Goutam Rampelli (DIN: 07262728), Whole Time Director, is appointed as Vice Chairperson of the Board with effect from May 29, 2025.

During the year under review, there was no appointment, resignation or change in designation of the Key Managerial Personnel (KMP), except the above mentioned.

12. INDEPENDENT DIRECTORS

The Company has complied with the definition of Independence according to the Provisions of section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Act. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board and Senior Management and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Directors that they have complied with the applicable laws.

13. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company. The details of such familiarisation programs for Independent Directors are explained in the Corporate Governance Report which forms part of this Annual Report. The detail of the familiarisation policy is available on the website of the Company at https:// www.jnkindia.com/.

14. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Act and the SEBI Listing Regulations stipulate the evaluation of the performance of the Board, its Committees,

Individual Directors and the Chairperson. During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India ("SEBI") on the evaluation of the board of directors of a listed company ("Guidance Note"). The performance of the Board and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

15. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

16. RISK MANAGEMENT

The Board of the Company has constituted a Risk Management Committee to review and assess the risk management process in the Company. The Committee is responsible to ensure that appropriate methodology, processes and systems are in place to monitor, evaluate and mitigate risks associated with the business of the Company.

Your Company has framed and implemented a Risk Management Policy for the assessment and minimization of risk, which may be accessed at https://drive.google.com/ file/d/1wn07VpGIomz5FyI6-mDSU74kpsnx2gYD/view.

17. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

18. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act during the financial year 2024-25.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year 2024-25 were on an arms length basis and were in the ordinary course of business and are in compliance with the applicable provisions of the Act. The details of material related party transactions as required under provisions of section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Boards Report as ‘Annexure C.

However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Related Party Transactions Policy is available on our website, athttps://drive. google.com/file/d/1uxwzeU1cz18VAxdVhyFOoeb5utdjyDYj/ view.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 in the prescribed Form no. MGT-7 is available on the Companys website at https:// www.jnkindia.com/.

21. DISCLOSURE ABOUT DISQUALIFICATION

None of the Directors of the Company are disqualified under section 164(2) of the Act.

22. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

23. BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORTING (BRSR)

As stipulated under regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social, and governance perspective is enclosed and forms part of this Annual Report. The SEBI Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalisation.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, no loan was given, no investment was made and there was no guarantee given or security provided pursuant to section 186 of the Act.

25. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

There was no loans availed from the directors of the Company or their relatives during the year under review as required to be disclosed under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms that: a) in the preparation of the annual accounts the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of its profit for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a ‘going concern basis;

e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. AUDITORS AND AUDITORS REPORT a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W) were appointed as Statutory Auditors of the Company at the 14th Annual General Meeting held on October 28 2024, for a period of five (5) consecutive years from the conclusion of the said AGM of the Company until the conclusion of the AGM of the Company to be held for financial year ending on March 31, 2029.

M/s. P G Bhagwat LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31 2025, which forms part of this Report and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors Report read with notes to the accounts are self-explanatory.

b) Cost Auditors

Pursuant to section 148 of the Act and on the recommendation of Audit Committee, the Board by passing resolution in its meeting held on August 13,2024 appointed M/s Shekhar Joshi

& Company, Cost Accountants, (Firm Registration Number 100448), as Cost Auditor for conducting the audit of cost records maintained by the Company for the financial year 2024-25

The Board by passing resolution in its meeting held on May 29, 2025, re-appointed M/s Shekhar Joshi & Company, Cost Accountants, (Firm Registration Number 100448), as Cost Auditor for conducting the audit of cost records maintained by the Company for the financial year 2025-26.

c) Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

d) Secretarial Auditors

Pursuant to section 204 of the Act and on the recommendation of Audit Committee, the Board by passing resolution in its meeting held on August 13,2024, appointed M/s. Suman Sureka & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company for the financial year ending March 31, 2025. According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is enclosed as a part of this Boards Report as an Annexure-B.

The observations and comments, appearing in the Secretarial Auditors Report are self-explanatory and do not call for any further comments. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remarks.

Your Company, based on the recommendation of the Audit Committee and the Board of Directors vide their resolution of even date May 29, 2025, proposes and recommends to the members of the Company for appointment of M/s. Suman Sureka & Associates, Company Secretaries, as Secretarial Auditors for a term of five consecutive years commencing from financial year 2025-26 to financial year 2029-30.

28. EMPLOYEE STOCK OPTION PLAN (ESOP)

During the year under review, 1,66,500 equity shares of 2/- each were allotted to eligible employees pursuant to exercise of options (2nd Tranche) under ‘JNK EMPLOYEES STOCK OPTION PLAN, 2022 ("ESOP 2022") on November 14, 2024.

Pursuant to Regulation 14 of the SEBI; SBEB & SE Regulations, a statement giving complete details, as at March 31, 2025, is available on the website of the Company https://www. jnkindia.com/.

Details of ESOP-2022 as on March 31, 2025

(Pursuant to the provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014)

Particulars	Description
1. Options outstanding (including vested and unvested options) - as at the beginning of year	3,48,000
2. Options granted during the year	Nil
3. Options vested & Not exercised	15,000
4. Options exercised	166,500
5. Total Number of shares arising as a result of exercise of options	1,66,500
6. Options lapsed/ surrendered	15,000
7. The exercise price	2/-
8. Variation of terms of options	Not applicable
9. Money realized by exercise of options	3,33,000/-
10. Total number of options (including vested and unvested options) in force at the end of the year	1,66,500
11 Employee wise details of options granted to
(i) Key Managerial personal	Nil
(ii) Employees who receives a grant of options in any one year of option amounting to	Name of Employee	No. of Options Granted
5% or more of options granted.	Nil	Nil
	Total	Nil
iii) identified employees who were granted option, during any one year, equal to or exceeding	Nil
1% of issued capital of the
Company at the time of grant.

29. CREDIT RATING

The Company has obtained Credit Ratings from CRISIL Ratings Limited for its credit facilities. The Credit rating(s) were as follows:

Facilities/Instruments	Ratings
Bank Guarantee	CRISIL A2+
Cash Credit	Crisil A-/Stable
Term Loan	Crisil A-/Stable

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as per section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided hereunder.

A. Conservation of Energy:
(i) The steps taken or impact on conservation of energy;	The details of conservation of energy by the Company during the financial year 2024-25 are given in the Business Responsibility and Sustainability Report which forms part of this Annual Report.
(ii) The steps taken by the company for utilising alternate sources of energy;
(iii) The capital investment on energy conservation equipments;
B. Technology Absorption:
(i) the efforts made towards technology absorption;	No new technology has been absorbed during the financial year. Not applicable.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	No new technology has been imported during the last three years.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.	Nil

C. Foreign Exchange Earnings and Outgo:

Details of earnings in foreign exchange:

Particulars	FY 2024-25	FY 2023-24
Export of goods calculated on	477.41	340.49
FOB basis
Professional and Consultancy fees	-	-
Other Income	193.93	166.08
Total Earning in foreign	671.34	506.57
Exchange

Details of expenditure in foreign exchange:

Particulars	FY 2024-25	FY 2023-24
Import of goods calculated on
CIF basis
(i) Raw Material	2223.95	151.36
(ii) Component and spare parts	-	-
(iii) Capital goods	-	-
Professional and Consultancy fees	0.51	10.27
Technical fees	100.29	16.81
Other expenditure	444.25	44.52
Total Expenditure in foreign Exchange	2769.01	222.95

31. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with the provisions of Section 135 of the Act and rules made thereunder the Company has adopted a policy for CSR and the Board has constituted a CSR Committee for implementing the CSR activities. The Annual Report on the CSR activities is appended as "Annexure E" to this Boards Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. Managements Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Companys business.

33. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 and other applicable provisions of the SEBI Listing Regulations, a separate Report on Corporate Governance forms part of this Annual Report. The Secretarial Auditors certificate on Compliance with the conditions of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

34. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-D to this Boards Report. The statement containing names of the top 10 employees, in terms of remuneration drawn and the particulars of employees as required under the Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is available for inspection at the registered office of the Company during business hours on working days upto the date of forthcoming AGM. Any member interested in obtaining a copy thereof may send an email to investorrelations@jnkindia.com.

35. DISCLOSURE AS PER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee ("ICC") has been set up to redress complaints received regarding sexual harassment at workplace under the provisions of the POSH Act.

The status of complaints during the financial year 2024-25 are as below:

1) Number of complaints of sexual harassment received in the year: Nil

2) Number of complaints disposed off during the year: Nil

3) Number of cases pending for more than ninety days: Nil

36. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has framed a policy on Whistle Blower/ Vigil Mechanism, which enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairperson of the Audit Committee, as a Protected Disclosure. The employees, who join the Company are apprised of the availability of the said policy as a part of their induction schedule. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.

The said policy is available on the website of the Company at https://drive.google.com/file/d/1RuHhQ5wNodFBskfnAlITr5U 9eJVuGqaS/view.

37. INTERNAL FINANCIAL CONTROLS

Your Company has implemented Internal Financial Controls over Financial Reporting through policies, procedures and guidelines. The Statutory Auditor of your Company has also given an opinion that the Internal Financial Controls over Financial Reporting are adequate and are operating effectively during the financial year.

38. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI), during the period under review.

39. AWARDS AND RECOGNITIONS

Please refer page no. 20 of the Annual Report for the awards/ recognitions received by the Company.

40. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

A statement by the Company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961.

The Board hereby confirms that the Company has, in all material respects, complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year ended March 31, 2025.

41. OTHER DISCLOSURES:

Your Directors state that for the financial year 2024-25, no disclosures are required in respect of the following items and accordingly afirm as under:

i. It is not proposed to transfer any amount to reserves.

ii. No amount or shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the Act.

iii. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

iv. No Buyback of shares were undertaken by the Company during the year under review.

v. Except as disclosed in this report no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

vi. The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable for the year under review and hence, the disclosure under Section 197 (14) of the Act is not required.

vii. There was no change in the nature of business during the financial year under review.

viii. The Company has a Directors & Officers Liability Insurance Policy for a quantum and with a coverage which in the opinion of the Board is adequate.

ix. There were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial Institutions.

x. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

xi. The Statutory Auditors of the Company have not reported any instances of fraud or irregularities in the management of the Company during the financial year under review.

xii. No petition/ application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

xiii. There was no instance of one-time settlement with any bank or Financial Institutions

CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement 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 Market conditions and circumstances.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to the wholehearted support and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company.

The relations between the management and the employees were cordial during the financial year under review. We wish to place on record the appreciation for the contribution made by our employees at all levels. Your Directors appreciate and value the trust imposed upon them by all the shareholders of the Company.

For and on behalf of the Board of Directors of

JNK India Ltd.

Arvind Kamath

Chairperson & Whole Time Director

(DIN: 00656181)

Place: Khandala

Date: August 7, 2025