JTL Industries Ltd Directors Report

Dear Shareholder,

The Board of Directors is delighted to present the 33rd Annual Report on the business and operations of JTL Industries Limited (Formerly known as JTL Infra Limited) (‘JTL or Company), along with the summary of the standalone and consolidated financial statements for the financial year ended March 31, 2024.

In compliance with the applicable provisions of the

Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations"), this Boards Report is prepared based on the standalone and consolidated financial statements of the Company for the year under review.

A brief summary of the Companys standalone and consolidated performance during the year ended March 31, 2024 is given below.

OVERVIEW OF FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2024, are summarized as under:

Description	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,04,022.89	1,54,840.26	2,04,022.89	1,54,991.88
Other Income	806.57	493.75	866.90	493.75
Total Revenue	2,04,829.46	1,55,334.01	2,04,889.79	1,55,485.63
Total Expenses	1,89,868.37	1,42,964.69	1,89,868.98	1,43,115.81
EBITDA	16,026.20	13,429.73	16,085.94	13,430.25
Finance Cost	(509.36)	(634.91)	(509.38)	(634.93)
Depreciation and Amortisation	(555.75)	(425.50)	(555.75)	(425.50)
Exceptional Items	0	(108.21)	0	(108.21)
Profit Before Tax	14,961.09	12,261.11	15,020.81	12,261.61
Profit After	11,256.45	9,012.40	11,301.14	9,012.78
Other Comprehensive Income	(608.65)	300.30	(608.65)	300.30
Total Comprehensive Income for the year	10,647.80	9,312.70	10,692.50	9,313.08
Earnings Per Equity Share of Rs. 2/- each
Basic	6.60	5.34	6.63	5.34
Diluted	6.49	4.64	6.52	4.64

OPERATIONAL PERFORMANCE HIGHLIGHTS

During the FY 2023-24, your Company recorded highest-ever revenues as well as the highest-ever sales volume of 3,41,847 MTPA. The Standalone income of your Company increased to Rs. 2,04,022.89 Lacs as compared to Rs. 1,54,840.26 Lacs in the previous year registering growth of 31.76%. The Standalone profit after tax for the FY 2023-24 increased to Rs. 10,647.80 Lacs as compared to Rs. 9,312.70 Lacs in the previous financial year registeringanincrease lity on back of of around 14.34%. EBITDA for the FY 2023-24 increased to Rs. 16,026.20 Lacs as compared to Rs. 13,429.73 Lacs in the previous financial year showing a growth of around 19.33%. Furthermore, your Company witnessed a significant in the sales of Value-Added Products (VAP), with volumes rising from 74,243 MTPA in FY 2022-23 to 99,818 MTPA in FY 2023-24, marking a significant growth of 34.5%. During the FY 2023-24, the Company witnessed a robust growth across all our financial parameters including Sales Volume, Revenue, EBITDA and PAT. The Company delivered increasedrevenuesand efficiencies, better product mix and control measures.

EXPANSIONS AND PRODUCT EXTENSION

To increase its production capacity, Company acquired a 67% controlling interest in Nabha Steels and Metals, in Mandi Gobindgarh, Punjab. With a capacity of 200,000 MTPA, this acquisition bolsters Companys backward integration capabilities. This strategic move will enable the Company to venture into new product segments and broadening its market reach. Additionally, Company will enhance coil production at the Raipur plant from 150,000 to 250,000 MTPA and increase long product output by 100,000 MTPA across Chhattisgarh and Punjab.

Furthermore, Company intends to increase production capacity in Maharashtra and Chhattisgarh through expansion initiatives. The initial phase aims to raise the overall capacity from 5,86,000 to 10,00,000 MTPA by introducing Direct Forming Technology (DFT) lines alongside traditional forming technology. This expansion will focus on manufacturing of galvanised steel tubes and pipes.

These strategic initiatives will improve plant capacity utilisation, streamline manufacturing processes and broaden the range of Value-Added Products (VAPs). for the Following this, a significant Maharashtra plant to increase Companys manufacturing capacity to 20,00,000 MTPA. This expansion will enable the

Company to effectively meet market demand and diversify its product portfolio.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS) i.e. JTL Tubes Limited for the FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies.

QUALIFIED INSTITUTIONAL PLACEMENT

As on the date of this report, on 23rd July, 2024, the Company had allotted and issued 1,42,18,009 equity shares of Rs. 2 each at an issue price of Rs. 211/- (including securities premium of Rs. 209) per equity share aggregating to Rs. 300 crores. The aforesaid issuance of equity shares was made through a Qualified Institutions Placement (QIP) in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018 (SEBI Regulations) as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2013. The proceeds from the QIP have been earmarked for Part financing the cost towards our existing manufacturing facility by setting up a new unit at Raigad, Maharashtra, working capital requirements of the Company and other general corporate purposes. The

QIP proceeds have bolstered the capital structure of the

Company, significantly enhanced the Companys financial flexibility, and accelerated the Companys ambitious growth plans.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS, 2015

The Board of Directors in their meeting held on March 03, 2023 came with a Preferential Issue and allotted 1,28,08,350 fully convertible warrants to Non-Promoter Public Category at an issue price of Rs. 300/- per warrant on receipt of 25% of the Issue Price as application money. CARE Ratings Limited was appointed as Monitoring Agency to monitor the utilisation of the funds raised through this preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations, 2018.

During the FY 2023-24, 41,63,323 warrants were converted into Equity Shares on receipt of balance 75% of the Issue Price as per the following details: -

sSr. No.	Allotment Date	No. of Allottees	No. of Equity Shares
1.	May 01, 2023	1	1,00,000
2.	July 14, 2023	1	15,000
3.	August 16, 2023	9	3,95,000
4.	September 19, 2023*	4	2,25,000
5.	October 24, 2023*	3	76,700
6.	November 11, 2023*	2	1,62,768
7.	December 20, 2023*	7	2,40,300
8.	February 28, 2024*	9	29,48,555
	Total		41,63,323

The funds so raised on allotment of convertible warrants and further on their conversion into equity were fully utilised for Modernisation, acquisitions and Expansion of Manufacturing Units, Working Capital Requirements , General Corporate Purposes and meeting issue related expenses thus for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Extra Ordinary General Meeting dated January 20, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised. As on March 31, 2024 total 86,45,027 warrants were outstanding for conversion. *The members of the Company in its Annual General Meeting held on August 30, 2023 approved a Bonus Issue in the ratio of 1:1 and Relevant Date for the same was decided as September 07, 2023. For all the outstanding warrants as on Relevant Date specified sum of reserves were set aside to issue Bonus Shares upon the conversion of such outstanding Warrants. Accordingly for all the conversion made after September 07, 2023 Bonus Shares were also issued upon them in the ratio of 1:1.

The Company also came with a fresh Preferential

Allotment on February 02, 2024 and allotted 2,50,00,000 fully convertible warrants to Promoter/Promoter Group and Non-Promoter/Public Category at an issue price of Rs. 270/- per warrant on receipt of 25% of the Issue Price as application money. CARE Ratings Limited was appointed as Monitoring Agency to monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations, 2018. The funds raised from the allotment of warrants were fully utilised for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Postal Ballot and there had been no deviation or variation in the use of the proceeds/ funds so raised.

CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED SHARE CAPITAL

During the FY 2023-24, the Company has allotted 41,63,323 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis, into

Equity shares of the Company. Further, the members of the Company in its Annual General Meeting held on August 30, 2023 approved a Bonus Issue in the ratio of 1:1 and Relevant Date for the same was decided as September 07, 2023. Accordingly, on September 11, 2023 Bonus Shares were allotted to all the shareholders on the Relevant Date and as a result, the paid up share capital of the Company increased from Rs. 169704184 divided into 84852092 equity shares of Face Value of Rs. 2/- each to Rs. 339408368 divided into 16,97,04,184 equity shares of Face Value of Rs. 2/- each. For all the outstanding warrants as on Relevant Date specified sum of reserves were set aside to issue Bonus Shares upon the conversion of such outstanding Warrants.

Accordingly, for all the conversion made after September

07, 2023 Bonus Shares were also issued upon them in the ratio of 1:1. After adding up all the conversion of warrants and Bonus issue in the ratio of 1:1 at the end of FY 2023-24 the Paid up Capital of the Company increased from Rs. 16,86,84,184 divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of previous FY to Rs. 35,40,21,660 divided into 17,70,10,830 Equity shares of face value of Rs. 2/- each.

Apart from above, there was no change in the Share Capital during the year under review. The Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the company has made any Public/ Rights Issue/ Buy back of Equity Shares of the Company.

ISSUED, PAID UP & SUBSCRIBED SHARE CAPITAL

During the FY 2023-24, the Company has allotted 41,63,323 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis, into

Equity shares of the Company. Further, the members of the Company in its Annual General Meeting held on August 30, 2023 approved a Bonus Issue in the ratio of 1:1 and Relevant Date for the same was decided as September 07, 2023. Accordingly, on September 11, 2023

Bonus Shares were allotted to all the shareholders on the Relevant Date and as a result, the paid up share capital of the Company increased from Rs. 16,97,04,184 divided into 8,48,52,092 equity shares of Face Value of Rs. 2/- each to Rs. 33,94,08,368 divided into 16,97,04,184 equity shares of Face Value of Rs. 2/- each. For all the outstanding warrants as on Relevant Date specified sum of reserves were set aside to issue Bonus Shares upon the conversion of such outstanding Warrants. Accordingly, for all the conversion made after September 07, 2023 Bonus Shares were also issued upon them in the ratio of 1:1. After adding up all the conversion of warrants and Bonus issue in the ratio of 1:1 at the end of FY 2023-24 the Paid up Capital of the Company increased from Rs. 16,86,84,184 divided into 8,43,42,092

Equity shares of face value of Rs. 2/- each as at the end of previous FY to Rs. 35,40,21,660 divided into 17,70,10,830 Equity shares of face value of Rs. 2/- each. The shares so allotted on conversion of warrants and on allotment on merger have been duly listed at stock exchanges.

CAPITAL STRUCTURE OF WHOLLY OWNED SUBSIDIARY (WOS)

The Authorised Capital of JTL Tubes Limited, Wholly Owned Subsidiary (WOS) of the Company is Rs. 15,00,000/- whereas the paid up capital is Rs. 5,00,000/- divided into to 50,000 equity shares of Rs. 10/- each.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI ("Listing Obligations and Disclosure Requirements) Regulations 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the Financial year 2023-24 have been prepared in compliance with the applicable Accounting

Standards, Ind- AS and on the basis of Audited Financial

Statements of the Company and its Subsidiary as approved by the respective Board of Directors. The Consolidated

Financial Statements together with Auditors Report forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant

Board Committees, including Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2023-24.

. Based on Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm: a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profits of the Company for that period; c) that 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; d) that the annual accounts for the financial year ended March 31, 2024 have prepared on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively; and f) that proper internal financial controls were laid down and that such internal financial controls are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Companys performance, industry trends, business and risks involved is provided separately. Management

Discussion and Analysis Report as given in the Annual

Report forms part of this Report.

DIVIDEND

During the Year under review, the turnover and profitability of the Company has grown Companys financial position, the Board of Directors, at its meeting held on 10th day of May, 2024 had recommended a final dividend @12.5% i.e. Rs. 0.25 per equity share of face value of Rs. 2/- each for the Financial Year 2023-24. Subject to the provisions of Companies Act, 2013, dividend as recommended by the Board of Directors, if declared at the Meeting, will be paid within 30 days of the declaration of same.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1000 listed entities based on market capitalisation (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. The Company is covered among top 1000 listed entities and accordingly the Board has approved and adopted

Dividend Distribution Policy. The Policy can be accessed on the Companys website at https://www.jtl.one/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf of key responsibilities, establishment

RECORD DATE

The record date fixed for determining the entitlement of Members for payment of dividend is August 30, 2024. According to the Finance Act, 2020, dividendincomewillbe of key responsibilities, taxable in the hands of the Members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

During the year under review and as on the date of the report, the composition of the Board consists of 10 Directors comprising of 4 Independent Directors, 1 Non-Executive Director and 5 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the

Board has identifiedcore skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and

Directors. The Boards functioning was evaluated on various aspects, including inter-alia the structure of the

Board, meetings of the Board, functions of the Board, degree of fulfillment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfillment adequacy of Committee composition and effectiveness of

Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc. The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

The performance assessment of Non-Independent

Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent

Director being evaluated.

In compliance with the provisions of the Companies Act,

2013 (the Act) and applicable clauses of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire

Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately met on March 29, 2024 inter alia, to discuss: a. Evaluation of the performance of non-Independent

Directors and the Board as a whole; b. Evaluation of the performance of the Chairperson of the company, taking into account the views of executive directors and non- executive directors; c. Evaluation of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Except Mr. Ashok Goyal, all the then Independent Directors were present at the Meeting.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS AND DISCLOSURE

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of

Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank well within stipulated time frame and hold valid certificate of registration.

DIRECTORS AND KMPs

(i) Appointments/ Changes

During the year under review, Mr. Bhupinder Nayyar ceased to be Independent Director w.e.f. May 16, 2023 on account of expiry of his term. The Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Mr. Rakesh Mohan Garg as Independent Director (Additional) on the Board of the Company w.e.f May 13, 2023 for a period of 5 years and his appointment was also approved by shareholders of the Company through

Postal Ballot concluded on August 05, 2023. Further, the Board of Directors on the recommendations of the

Nomination and Remuneration Committee appointed Mr. Ashok Goyal as Independent Director (Additional) on the Board of the Company w.e.f. July 29, 2023 for a period of 5 years and his appointment was further approved by shareholders of the Company in Annual

General Meeting dated August 30, 2023. Thereafter, on November 20, 2023 the Board of Directors of the Company on the recommendations of the Nomination and Remuneration Committee appointed Mr. Sanjeev Gupta as Executive Director (Additional) of the

Company and further his appointment was approved by shareholders of the Company through Postal Ballot concluded on January 18, 2024.

During the FY 2023-24, Mr. Gurinder Singh Makkar resigned from the post of Company Secretary & Compliance officer w.e.f. October 25, 2023 and in his place Mr. Amrender Kumar Yadav was appointed as Company Secretary cum Compliance Officer w.e.f. November 20, 2023.

Further Mr. Sanjeev Vaid ceased to be Chief Financial of the Company w.e.f. April 17 2023 and in his Officer place Mr. Dhruv Singla was appointed/re-designated as Whole Time Director cum CFO of the Company. On January 12, 2024 Mr. Dhruv Singla resigned from the position of CFO and in his place, Mr. Atul Garg was appointed as CFO of the Company. However, Mr. Dhruv Singla shall continue to serve as Whole Time Director of the Company.

(ii) Retirement by rotation.

In accordance with the provisions of the Companies

Act, 2013 and Articles of Association of the Company, Sh. Mithan Lal Singla and Sh. Pranav Singla, Directors of the Company, retire by rotation at the ensuing Annual

General Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

During the FY 2023-24, None of the Directors resigned/ removed from the Board of Directors.

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the

Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the

Act and applicable rules thereunder) of all Independent

Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent

Directors of the Company are registered on the Independent Director Databank maintained by the

Indian Institute of Corporate Affairs (IICA).

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Companys business operations, policies and strategy apart from other Board businesses. During the year,11(Eleven) Board Meetings and 10 (Ten) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, none of the director of the Company, is debarred from holding the office of director pursuant to any SEBI order.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its own performance, the Directors and also Committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. The details of the familiarisation programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process for Directors undertaken in compliance with the provisions of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Corporate Governance Report of this Annual Report.

Further, a Separate Meeting of the Independent

Directors of the Company was held once during the financial year on March 29, 2024 which also reviewed the performance of the Non-executive directors,

Chairman of the Company and performance of the

Board as a whole. The details of the Programme for familiarisation of the Independent Directors of your Company are available on the Companys website at web link: https://www.jtl.one/wp-content/ uploads/2023/04/Familiarisation-Programme.pdf

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the

Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy on Directors appointment and remuneration including criteria for determining qualifications, positive

Director, and also remuneration for key managerial personnel and other employees, forms part of the

Corporate Governance Report of this Annual Report.

(viii) Key Managerial Personnel

The Company has presently seven Key Managerial Personnel viz. Mr. Madan Mohan, Managing Director, Mr. Rakesh Garg, Whole Time Director, Mr. Dhruv Singla, Whole Time Director, Mr. Pranav Singla, Whole Time Director, Mr. Sanjeev Gupta, Whole Time Director, Mr. Amrender Kumar Yadav, Company Secretary and Mr. Atul Garg, Chief Financial Officer of the Company. Brief profiles of all the Directors are given in the Annual Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Your company follows a structured familiarisation programme through various reports and internal policies for all the Directors with a view to update them on the Companys policies on a regular basis. Letter of Appointment(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Director is taken through a formal induction Programme including the presentation from the Managing Director on the Companys manufacturing, marketing, finance and other important aspects. All our Directors are aware and also updated, whenever required, of their role, responsibilities, liabilities and obligations under the provisions of the Companies Act,

2013 and Rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details of the

Familiarisation Programmes for Independent Directors are made available on Companys website at the web link: https:// attributes, independence of www.jtl.one/wp-content/uploads/2023/04/Familiarisation-Programme.pdf The evaluation process for the financial year 2023-24 has been completed.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 were as under:

1.	Mr. Madan Mohan, Managing Director;
2.	Mr. Rakesh Garg, Whole Time Director;
3.	Mr. Dhruv Singla, Whole Time Director;
4.	Mr. Pranav Singla, Whole Time Director,
5.	Mr. Sanjeev Gupta, Whole Time Director
6.	Mr. Amrender Kumar Yadav, Company Secretary
	(w.e.f. November 20, 2023, in place of Mr. Gurinder
	Singh Makkar, Company Secretary)
7.	Mr. Atul Garg, Chief Financial Officer (w.e.f. January 12,
	2024, in place of Mr. Dhruv Singla)

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,

2013 (‘Act), Mr. Mithan Lal Singla and Mr. Pranav Singla,

Directors will be retire by rotation in the ensuing Annual

General Meeting and being eligible, offers themselves for re-appointment at the ensuing AGM.

AUDIT COMMITTEE

As on date Audit Committee of the Board consists of five Directors as Chairperson/ Members namely Ms. Preet Kamal Kaur Bhatia (Chairperson) , Mr. Rakesh Mohan Garg, Mr. Sukhdev Raj Sharma, Mr. Ashok Goyal, Independent Directors and Mr. Rakesh Garg, Executive Director. Independent Director is the Chairperson of the Committee.

During the year, all the recommendations made by the Audit

Committee were accepted by the Board.

BOARD MEETINGS

The Board met 11 (Eleven) times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

•	Audit Committee
	Nomination & Remuneration Committee (NRC)
•	Stakeholders Relationship Committee
•	Corporate Social Responsibility Committee
•	Sub Committee of Directors
	Risk Management Committee

• Securities Issue and Allotment Committee

• Fund Raising Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the

Report on Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.jtl.one.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year

March 31, 2024 is uploaded on the website of the Company and can be accessed at www.jtl.one under the Investors section.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings

& outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given at Annexure-1 forming part of this Report.

CREDIT RATING

During the year under consideration, the credit rating obtained from CARE Ratings Limited for short term and long term exposures was surrendered by the Company. The

Rating issued by CARE for the Bank Facilities was as under:

Long Term facilities Care A- ; Stable Short Term facilities CARE A2+

Now, Company is in process of obtaining ratings from other Credit Ratings agencies.

SECRETARIAL AUDIT

The Board of Directors of the Company has appointed M/s S.V. Associates, Company Secretaries (Certificate of Practice No. 14791), as the Secretarial Auditors to conduct an audit of Secretarial Records for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any thereof statutory modification(s) for the time being in force) is set out in the Annexure-2 to this report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

In addition to the above and pursuant to SEBI Circular dated February 8, 2019, a Report on annual secretarial compliances by S.V. Associates, Practicing Company Secretaries for the year ended March 31, 2024 is submitted to stock exchanges. There are no observations, reservations or qualifications in the said Report.

PARTICULARS OF THE EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as Annexure-3 and forms part of this Report.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and

Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.

RISK MANAGEMENT

Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was in place, comprising Mr. Mithan Lal Singla (Chairman), Mr. Rakesh Garg, Mr. Sukhdev Raj Sharma and Ms. Preet Kamal Kaur Bhatia. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During 2023-24, two Meetings were held on July 03, 2023 and December 26, 2023 wherein, relevant mitigation measures identified for the Company were reviewed and discussed.

The Company believes that managing risks helps in maximising returns. A risk management framework have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of

Directors of the company. At present, in the opinion of the

Board of Directors, there are no risks which may threaten the existence of the Company.

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identifiedmajor focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Board members are regularly informed about the potential risks, their assessment and minimisation procedures. The Board frames a plan for elimination / minimisation of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the

Company. Your Company tends to run the same business activities till date.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurredbetweentheendofthefinancialyear of the Company to which the financial statements relate and the date of the report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, the following resolutions were passed through Postal Ballot:-

Sr. No.	Resolution	Postal Ballot Conclusion Date
1.	Appointment of Mr. Rakesh Mohan Garg (DIN: 08970794) as an Independent Director of the	August 05, 2023
	Company
2.	Preferential allotment of upto 3,00,00,000 fully convertible warrants to the persons belonging to
	promoter, promoter group and non-promoter, public category
3.	To raise capital by way of QualifiedInstitutions Placement to eligible investors through an
	issuance of equity shares and/or other eligible securities including "green shoe" option
		January 18, 2024
4.	Appointment and regularisation of Mr. Sanjeev Gupta (DIN: 10396875 ) as an Executive Director
	acting in the capacity of Director(Operations) of the company
5.	Increase in authorised share capital of the Company and consequent amendment in capital clause
	of the Memorandum of Association of the Company

Apart from above, no other matter was approved through Postal Ballot.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director of the Company forms part of this Annual Report. The said code is available at the Companys website i.e. www.jtl.one

DEPOSITS FROM PUBLIC

During the financial year 2023-24, the Company has not accepted, invited or renewed any deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and no such amounts or interest on deposits was outstanding as on March 31, 2024.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. No material related party transactions were entered into during the financial year by the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit

Committee, as required under Listing Regulations as amended, is also obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Companys website i.e. www.jtl.one

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no Director has received any commission from the Company thus the said provision is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns have been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jtl.one.

SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURES ETC

The Company has a Wholly owned Subsidiary Company viz. M/s JTL Tubes Limited, which has not yet commenced its operations fully.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the Company in the prescribed form AOC-1 given at Annexure-4 forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the Financial Performance of the subsidiary Company included in the Consolidated Financial

Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Company shall be kept open for inspection by the members at the

Registered office of the Company during Business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM) and shall also be available on the website of the Company. Any member desirous of obtaining a copy of the said financial statements may write at registered office of the company.

The Audited Financial Statements including Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the company www.jtl.one. The said subsidiary is not a material subsidiary. However, the company has formulated a policy for determining material subsidiary.

The said policy is also available on the website of the

Company and the web link of the same is https://www.jtl. one/wpcontent/uploads/2023/04/Policy-for-determining-Material-Subsidiaries.pdf

Apart from above subsidiary company, there are no

Associate Companies/Joint ventures of the Company as on March 31, 2024.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Companys operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS by the There are no significant Regulators/ Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The members at the 32nd Annual General Meeting of the Company held on August 30, 2023 had appointed M/s N. Kumar Chhabra & Co, Chartered Accountants (Firm Registration No. 000837N) as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of the 32nd Annual General Meeting until conclusion of 37th Annual General Meeting to be held in 2028. The Auditors Reports for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate

Governance Report in the Annual Report.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules,

2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS REPORT

The Auditors Report is self-explanatory and do not call for further comments as there are no adverse remarks in the

Auditors Report.

Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has, in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S.V. Associates Practicing Company Secretaries, as the Secretarial Auditors for financial year 2024-25. M/s Arvind

Singla and Associates has been appointed as the Internal

Auditors of the Company for the financial year 2024-25.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI

Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalisation as at March 31, 2024, the Company has taken Directors and Officers Insurance Policy (D & O) for all of its

Directors with a quantum and coverage as approved by

Board of Directors.

LISTING OF SECURITIES

The securities (Equity Shares) of the Company are listed at

BSE Limited. (BSE), National Stock Exchange of India (NSE) and Metropolitan Stock Exchange of India Limited (MSEI). The

Company has paid the listing fees to all the exchanges up to the financial year 2024-25. During the year, the Company got listed on NSE w.e.f. June 12, 2023 which were earlier under permitted to trade category on NSE.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules,

2014, the Company has a duly constituted "Corporate Social Responsibility Committee" consisting of following persons as Members/ Chairman:

Sr. No	Name of the Committee Member	Designation	Category
	Preet Kamal Kaur		Independent
1.		Chairperson
	Bhatia		Director
			Non-Executive
2.	Mithan Lal Singla	Member
			Director
			Executive
3.	Rakesh Garg	Member
			Director

During the FY 2023-24, the Company had identified certain projects/activities on which the CSR expenditure for the financial year was made. The activities mainly included promotion of education, environmental sustainability, eradicating hunger, poverty and malnutrition along with other activities enumerated under Schedule-VII of the Companies Act, 2013. Details about the CSR policy and initiatives taken by the Company during the year are available on your companys website www.jtl.one. The Report on CSR activities is given in Annexure-5 forming part of this Report.

The Company has spent more than the CSR expenditure required to be made on CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto and the same will be set off in the coming year .

The Company is endeavoured to ensure full utilisation of the allocated CSR budget.

CORPORATE GOVERNANCE REPORT

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in as Annexure-6 section and forms part of the Annual Report. A Certificate from a

Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

The Companys Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the FY 2023-24:

Sr. No.	Category	No. of complaints financial during year 2023-24	No. of complaints pending as at end of year 2023-24
1	Child labour /	The Company	Not Applicable
	forced labour	does not hire
	/ involuntary	Child Labour,
	labour	Forced Labour
		or involuntary
		Labour (No Case
		Reported)
2	Sexual	No reported case	Not Applicable
	Harassment
3	Discriminatory	No reported case	Not Applicable
	Employment

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

In terms of Companies (Accounts) Amendment Rules,

2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal

Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. May 05, 2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report.

The Business Responsibility and Sustainability Report

(BRSR) of the Company for FY 2023-24, in accordance with Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016, which impacts the business of the Company.

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said

Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF

Authority.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)

Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor

Education and Protection Fund during the FY 2023-24.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act on the basis of Actuarial Valuation.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute

"forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the

Companys operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

COST AUDIT

The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201) carried out the cost audit for applicable businesses during the financial year 2022-23. The Cost Audit Report for the samewasfiledwithin the prescribed time limits. For the FY 2023-24 also, the Cost Audit Report shallbefiledwithin the given time limits.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201), as Cost Auditor of the

Company to conduct the Cost Audit for the Financial Year

2024-25 on a remuneration as mentioned in the Notice of 33rd Annual General Meeting.

A Certificatefrom M/s. Balwinder & Associates, Cost

Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the

Notice of 33rd Annual General Meeting and the same is recommended for your consideration and ratification.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

DEMATERIALISATION OF SHARES

As on March 31, 2024, there were 99.87% Equity Shares in dematerialised form (including shares for Corporate Action was pending along with shares put in Abeyance) with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.13% were in physical form.

INSURANCE:

The properties/assets of your Company are adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT party There were no materially significant transactions made by the Company with Promoters,

Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. All contracts arrangements transactions entered into by the Company during the financial year under review with related parties were at an arms length basis and in the ordinary course of business.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds

Rs. 1000 Crores. or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC 2 in terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended.

All Related Party Transactions were placed before the

Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board can be accessed on the

Companys website at link https://www.jtl.one/wpcontent/ uploads/2023/04/related-party-transactions-policy.pdf Members may refer Notes to the financial statement, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control

Systems are regularly being reviewed by the Companys

Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.

All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory

Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Our management assessed the effectiveness of the Companys internal control over financial reporting (as defined in Clause 17of SEBI Regulations 2015) as of March 31, 2024. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year till the date of this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Companys stakeholders. The salient features of the nomination and remuneration policy of the Company is forming part of Corporate Governance Report.

The Remuneration Policy of the Company is available on

Company website at https://www.jtl.one/key-policies/

INDIAN ACCOUNTING STANDARDS

The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (‘Ind- AS) pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

DISCLOSURE REQUIREMENT AS PER COMPANIES (ACCOUNTS) RULES, 2014 i. The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the

Financial Year and does not have any proceedings related to IBC Code. ii. The Company has not made any onetime settlement during the Financial Year 2023-24 with Banks or Financial Institution.

OTHER DISCLOSURES

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2023-24 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer

Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 05, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Beetal Financial and Computer Services Private Limited, Companys Registrar and Share

Transfer Agent.

ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the

Companys performance.

Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in the management of the Company. The Directors look forward to the continued support of all stakeholders in future also.

For and on behalf of Board of Directors of JTL Industries
	Limited
	CIN : L27106CH1991PLC011536
Madan Mohan Singla	Pranav Singla
Managing Director	Whole Time Director
DIN: 00156668	DIN: 07898093
Place : Chandigarh
Date : August 14, 2024

STATEMENT CONTAINING PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014)

A. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

In line with the Companys commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimise consumption.

Some of the measures taken by the Company during the year under review are as under:

Replacement of lightly loaded star delta motors with permanent star connections

Installation of power capacitors to maintain power factor close to 1 i.e. 0.99

Installation of Variable Frequency Drives at various locations.

Installation of LED Lights.

Replacement of inefficient motors by energy efficient motors.

Replacement of motors rewinded more than twice with the new motors

Use of motion sensors in Lighting.

These measures have also led to cost and energy saving, better pollution control, reduced the impact on environment, increased efficiency, reduced maintenance time and cost and consistency in quality and improved productivity.

II. The steps taken by the Company for utilising alternate sources of energy.

During the year, Company installed solar lights at various places in all factory premises for utilising alternate sources of energy. The Company also replaced LED lights in place of conventional high energy consuming lights.

Apart from this, Company is exploring various other measures for conservation of energy including (i) Replacing energy-efficient models. (ii) Educating employees about the benefits of old,inefficient renewable energy and sustainability practices. (iii) Continuously monitoring the performance of renewable energy systems to ensure they meet efficiency and production targets.

The company provides high priority to energy conservation schemes to conserve natural resources and is regularly taking effective steps to conserve energy wherever possible. This continues to remain thrust area with studies, discussions and analysis being undertaken regularly for further improvements. The Company has given due attention towards conservation of energy. It not only reduces the cost of production but also helps in conservation of natural resources which are depleting very fast. The Company is constantly looking for savings of energy and trying to conserve energy continuously by modifications or trying alternate means and continuously upgrading technology and work practices. Steps are being taken to conserve energy on a continuous basis. The Company is exploring use of Solar Energy as an alternate source & planning for setting up solar panel at its factory.

Besides continuing the measures taken in earlier years, following steps were taken during the FY 2023-24 with a view to reduce the cost of energy and consequently the cost of production.

Conservation measures taken, proposed measures being implemented for reduction of consumption of energy and consequent impact thereof for the FY 2023-24:-

Measures taken	Saving amount	Energy Savings
	(Rs. In Lacs)	(Units in Lacs)
Installation of energy efficient light fittings and use of Solar Energy.8.25	0.95
Replacement of old & re-wound motors with Energy Efficient Motors
Replacement of Lightly loaded star delta motors with permanent star
connections
Installation of power capacitors to maintain power factor close to 1 i.e. 0.99

III. The Capital investment on energy conservation equipment - NIL B. TECHNOLOGY ABSORPTION i. The efforts made by the Company towards technology absorption.

In order to maintain its leadership position, your Company is continuously focusing on upgrading its product and manufacturing technology as well as acquiring new and advanced technology to meet the emerging expectations of the customers. The Company is actively involved in the development and implementation of advanced utility generation system to make manufacturing process efficient.

cost reduction, product development or import substitution. ii. Thebenefits

Introduction of new technologies has helped the Company to achieve more efficient operations, manufacture high quality and safe products, reduce energy cost and better energy utilisation. By adoption of latest advanced technologies, the Company intends to capitalise and bookshelf the developed technology for incorporation into the quality products at competitive price for making them more attractive to the end Customers. The Company is also taking measures to mitigate all future risks related to technology by taking appropriate emerging technology, green initiatives etc. to meet future emission standards. iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company is in the process of implementation of Direct Forming Technology ("DFT"), reflecting Companys commitment to innovation and profitability. iv. The expenditure incurred on Research and Development :– NIL

Technology absorption, Innovation and Research & Development (R & D) is a continuing Process and a continued emphasis is given on quality improvement and product up gradation.

1. Specific areas in which R & D activities were carried out by the Company:

a. Quality Improvement

b. Yield/Productivity Improvement

c. Energy Conservation

d. New Technology/Product development

2. Benefits Derived

a. Better Quality; reduced wastages

b. Cleaner environment

c. Safer operations and improved competitiveness d. Consumer satisfaction

3. Future Plan of Action

Management is committed to strengthen R & D activities for product development as per requirements and to improve its competitiveness in the times to come.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earning : Rs. 12,655.19 Lacs (Rs. 15,511.62 Lacs in the previous year) Outgo : Rs. 4,486.89 Lacs ( Rs. 16,072.72 Lacs in the previous year)

	For and on behalf of Board of Directors of JTL Industries Limited
		CIN : L27106CH1991PLC011536
	Madan Mohan Singla	Pranav Singla
Place : Chandigarh	Managing Director	Whole Time Director
Date : August 14, 2024	DIN: 00156668	DIN: 07898093